Employee Non-Compete Agreement

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									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.
 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”).


 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.


        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:


        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

        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

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       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.


       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.


3.1.   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.


4.1.   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

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       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

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

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

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       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

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.


       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.









© Copyright 2013 Docstoc Inc.                                              5

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