VIEWS: 10,278 PAGES: 7 CATEGORY: Employee Confidentiality Agreements POSTED ON: 10/9/2009
An employee non-compete agreement is a legal instrument under which an employee agrees to not pursue a similar profession or trade in competition against the employer. The employee is waiving the rights to pursue a job within a particular geographic area for a period of time with the employer's competitors. The agreement can also waive an employee’s rights to compete with the employer in ways such as that of a contractor, shareholder, partnership, consulting, self-employment, etc. This form contains both standard clauses and opportunities for the use of optional terms and conditions making it fully customizable to fit the needs of the contracting parties.
Non-Compete Agreement for Employee This Employee Non-Compete Agreement is an agreement between a company and an employee that prohibits the employee from engaging in a business that is in direct competition with the company. The employee agrees not to compete during the course of their employment with the company and for a period of one year after their termination. This agreement contains numerous standard terms and conditions that are commonly included in these types of agreements. Employers should use this document to prevent their employees from concurrently engaging in similar businesses. EMPLOYEE NON-COMPETE AGREEMENT THIS NON-COMPETE AGREEMENT (hereinafter the “Agreement”), effective as of __________ day of __________, _____, (hereinafter the “Effective Date”), between ___________________, a company organized and existing under the laws of the state of __________________ (hereinafter “Company”), and ________________________, residing at __________________________________________ [ADDRESS] (hereinafter “Employee”). RECITALS I. WHEREAS Employee has been offered employment by Company for the position of _______________ [TITLE/DESCRIPTION] and has entered into an agreement (the “Employment Agreement”); II. WHEREAS Parties deem it in their respective interests to enter into an agreement providing the obligation of non-compete for Employee. WITNESSETH In consideration of the mutual promises and agreements contained herein, and for other good and valuable consideration, the receipt of which is hereby acknowledged, the parties hereto agree as follows: 1. COVENANT NOT TO COMPETE Employee hereby agrees that, during the term of employment under the Employment Agreement and for a period of one (1) year thereafter, whether with or without good cause or for any or no cause, at the option either of Company or Employee, with or without notice, Employee will not compete with Company and its successors and assigns, without the prior written consent of Company. Employee shall not: 1.1. alone, with and/or through others, be, become, or function as an officer, director, employee, owner, corporate affiliate, salesperson, co-owner, partner, trustee, promoter, founder, technician, engineer, analyst, employee, agent, representative, distributor, re- seller, sub licensor, supplier, investor or lender, consultant, advisor or manager of or to, or otherwise acquire or hold any interest in or otherwise engage in the provision of services to, any person or entity that engages in a business that is Directly Competitive (as defined below); provided, however, that Employee may work exclusively for a division, entity or subgroup of such a business if the division, entity or subgroup is not Directly Competitive; or 1.2. Authorize Employee’s name to be used in connection with a business that is Directly Competitive; For purposes of this Agreement, “Directly Competitive” means developing, manufacturing, providing, marketing, distributing, or otherwise commercially exploiting any products, services, or technology that compete with Company’s products, services or © Copyright 2013 Docstoc Inc. 1 technology in existence as of the Effective Date or the foregoing products, services or technology as such may be developed, enhanced, or modified by Company after the Effective Date. 1.3. engage in or participate in, directly or indirectly, any business conducted under any name that shall be the same as or similar to the name of Company or any trade name used by it that is (i) Directly Competitive (or indirectly ) with the business of Company or (ii) engaged in any related activity where the use of such name is reasonably likely to result in confusion; and 1.4. transfer, sell, assign, pledge, hypothecate, give, create a security interest in or lien on, place in trust (voting or otherwise), or in any other way dispose of more than one percent (1%) of total outstanding shares of Company as of the date of said disposition in one or a series of related transactions directly owned of record by Employee to any person which is competitive with any significant aspect of the business of Company, which, measured by revenue generated, accounts at least ten percent (10%) of Company's business. 2. LIMITED GEOGRAPHIC SCOPE This Agreement shall cover Employee’s activities in every part of the Territory in which Employee may conduct business during the term of the Employment Agreement. “Territory” shall mean (i) all counties in the State of __________________________, (ii) all other states of the United States of America and (iii) all other countries of the world; provided that, with respect to clauses (ii) and (iii) in this paragraph, Company derives at least __________ [AMOUNT IN WORDS] percent (__%) [AMOUNT IN NUMERALS] of its gross revenues from such geographic area prior to the date of the expiration or termination of the Agreement. 3. VIOLATION OF THIS AGREEMENT 3.1. In the event Employee does not comply with the terms of this Agreement, Company reserves the right to discharge Employee as an employee. Furthermore, Company reserves the right to recover monetary damages from Employee, and Company may also recover punitive damages to the extent permitted by law. In the event that monetary damages are an inadequate remedy for any harm suffered by Company as a result of a breach of this Agreement by Employee, Company may also seek other relief, including an order of specific performance or injunctive relief. 3.2. Employee further agrees to indemnify and hold Company harmless, to the fullest extent allowed by law, from any damages, losses, costs, or liabilities (including legal fees and the costs of enforcing this indemnity agreement) arising out of or resulting from failure of Employee to abide by the terms of this Agreement. 4. MISCELLANEOUS 4.1. Notices. All notices and other communications required or permitted under this Agreement shall be in writing and shall be either hand delivered by messenger in person, sent by facsimile, sent by certified first-class mail, postage pre-paid, or sent by nationally © Copyright 2013 Docstoc Inc. 2 recognized express courier service. Such notices and other communications shall be effective upon receipt delivered by messenger or sent by facsimile, five days after mailing if sent by mail, and one day after dispatch if sent by express courier, to the following addresses, or such other addresses as any party may notify the other parties in accordance with this Section 5.1. If to Company: __________________ If to Employee: __________________ 4.2. Amendments. This Agreement may not be changed or modified in whole or in part except by a writing signed by the party against whom enforcement of the change or modification is sought. 4.3. Successors and Assigns. This Agreement and all rights and obligations hereunder are personal to Employee and may not be transferred or assigned by Employee at any time. Company may assign its rights, together with its obligations hereunder, to any entity or person. 4.4. Governing Law and Jurisdiction. This Agreement will be governed by and interpreted according to the substantive laws of the State of ______________ without regard to such state’s conflicts laws. Parties hereby expressly consent to the exclusive jurisdiction of the state and federal courts located within _______ County, in the State of __________, with respect to the interpretation and enforcement of the provisions of this Agreement. 4.5. No Waiver. No failure on the part of Company or Employee to exercise any power, right, privilege, or remedy under this Agreement, and no delay on the part of Company or Employee in exercising any power, right, privilege, or remedy under this Agreement, shall operate as a waiver of such power, right, privilege, or remedy; and no single or partial exercise of any such power, right, privilege, or remedy shall preclude any other or further exercise thereof or of any other power, right, privilege, or remedy. Neither Company nor Employee shall be deemed to have waived any claim arising out of this Agreement, or any power, right, privilege, or remedy under this Agreement, unless the waiver of such claim, power, right, privilege, or remedy is expressly set forth in a written instrument duly executed and delivered on behalf of such party; and any such waiver shall not be applicable or have any effect except in the specific instance in which it is given. 4.6. Severability. Employee and Company recognize that the limitations contained herein are reasonably and properly required for the adequate protection of the interests of Company. If for any reason a court of competent jurisdiction or binding arbitration proceeding finds any provision of this Agreement, or the application thereof, to be unenforceable, the remaining provisions of this Agreement will be interpreted so as best to reasonably effect the intent of the parties. The parties further agree that a court of competent jurisdiction is authorized to replace any such invalid or unenforceable provisions with valid and enforceable provisions designed to achieve, to the maximum extent possible, the business © Copyright 2013 Docstoc Inc. 3 purposes and intent of such unenforceable provisions, all other provisions continuing in full force and effect. 4.7. Counterparts. This Agreement may be executed in counterparts which when taken together will constitute one instrument. Any copy of this Agreement with the original signatures of all parties appended will constitute an original. 4.8. Headings. The headings contained in this Agreement are for convenience of reference only, shall not be deemed to be a part of this Agreement and shall not be referred to in connection with the construction or interpretation of this Agreement. 4.9. Entire Agreement. This Agreement constitutes the entire integrated understanding and agreement of the parties hereto with respect to the subject matter hereof and supersedes all prior and contemporaneous agreements or understandings, inducements or conditions, express or implied, written or oral, between the parties with respect to the subject matter hereof. 4.10. Binding Effect. This Agreement will be binding upon Employee and Employee’s representatives, executors, administrators, estate, heirs, successors, and assigns, and will inure to the benefit of Company and its successors and assigns. The parties agree that this Agreement shall not be interpreted against either party solely because this Agreement was drafted by attorneys for Company. 5. ACKNOWLEDGMENT By signing this Agreement, Employee acknowledges that, in consideration of the substantial benefits Employee will receive as Company's employee, the terms contained in this Agreement are necessary and reasonable in all respects and that the restrictions imposed on Employee are reasonable and necessary to protect Company's legitimate business interests. Additionally, Employee hereby acknowledges and agrees that the restrictions imposed on Employee by this Agreement will not prevent Employee from obtaining employment in its field of expertise or cause Employee undue hardship. © Copyright 2013 Docstoc Inc. 4 IN WITNESS WHEREOF, the parties have executed this Agreement as of the day and year first above written. [Company] By: -------------------------------- Title: ACCEPTED AND AGREED TO: By: -------------------------------- Name: © Copyright 2013 Docstoc Inc. 5
Pages to are hidden for
"Employee Non-Compete Agreement"Please download to view full document