Employee Restrictive Covenants Agreement

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									This is an agreement between an employer and employee stating the restrictive
covenants that are imposed on the employee pursuant to the employee's employment
with the employer. Some of the restrictive covenants contained in the agreement
include non-compete covenants, non-solicitation covenants, non-poaching of
employees, and restrictions on the use of confidential information. This document
should be used by employers seeking to place restrictions on employee competition and
seeking to protect company confidential information.
         EMPLOYEE RESTRICTIVE COVENANTS AGREEMENT
THIS EMPLOYEE RESTRICTIVE COVENANTS AGREEMENT (this "Agreement"),
effective as of ____________ [Instruction: Insert Date] (the “Effective Date”), between
___________________ [Instruction: Insert Name of Company] having its principal place of
business at _______________________ [Instruction: Insert Address] (the "Company"), and
____________________ [Instruction: Insert Name of Employee], ______________
[Instruction: Insert Address] (the "Employee").

WHEREAS, on ____________ [Instruction: Insert Date], Company and Employee entered into
an employment agreement (the “Employment Agreement”), whereby Employee agreed to work
under the employ of Company;

WHEREAS, Company and Employee desire to enter into an agreement setting forth the
obligations of Employee to refrain from competing with Company, soliciting Company’s
employee’s, and/or disclosing Company’s confidential information.

NOW, THEREFORE, 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.   RESTRICTIVE COVENANTS

    A. NON-COMPETITION. Employee hereby agrees that, throughout the term of
employment under the Employment Agreement and for a period of ____________ (___)
[Instruction: Insert Duration] years thereafter (the “Restrictive Period”) (whether Employee’s
termination under the Employment Agreement was with or without good cause or for any or no
cause, at the option either of the Company or the Employee, with or without notice), Employee
will not compete with the Company and its successors and assigns, without the prior written
consent of the Company. Particularly, the Employee shall not, alone, with and/or through others:

      i.   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. For purposes hereof, “Directly Competitive” shall mean, developing,
manufacturing, providing, marketing, distributing or otherwise commercially exploiting any
products, services or technology that directly compete with the Company’s products, services or
technology. Notwithstanding the foregoing, Employee may work exclusively for a division,
entity or subgroup of such a business if the division, entity or subgroup is not Directly
Competitive;

   ii. authorize Employee’s name to be used in connection with a business that is Directly
Competitive;
    iii. engage or participate, directly or indirectly, in any business that is conducted under
any name that may be the same as or similar to the name of the Company or any trade name used
by Company; and

     iv.   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 1% of total
outstanding shares of the Company as of the date of said disposition in one or a series of related
transactions directly owned of record by the Employee to any person who is Directly
Competitive with the business of the Company.

    B. NON-SOLICITATION. Employee hereby agrees that, throughout the Restrictive
Period, Employee will not hire any employees of the Company and will not, either directly or
indirectly, solicit, induce, recruit or encourage any of the Company’s employees to leave their
employment, or take away such employees, or attempt to solicit, induce, recruit, encourage or
take away employees of the Company, either on behalf of the Employee personally or for any
other person or entity.

    C. NON-DISCLOSURE. The parties agree that Employee will have access to confidential
and proprietary information or trade secrets relating to the business operations and expansion
plans of the Company. Employee hereby agrees not to disclose any of this information and these
trade secrets and agrees to treat all information concerning the Company, acquired or obtained as
a result of his or her relationship with the Company, including, but without limitation its
services, systems, employees, customers, pricing schedules, training programs, methods of doing
business, recruiting practices, strategies, plans, general or specific “know-how”, information
regarding the Company’s financial condition, and the terms and conditions of this Agreement as
confidential, and to use such proprietary information solely for the benefit of the Company.

2.   GEOGRAPHIC SCOPE

This Agreement shall cover the Employee’s activities in every part of the Territory in which the
Employee may conduct business during the term of the Employment Agreement. For purposes
hereof, “Territory” shall mean (A) all counties in the State of _______________ [Instruction:
Insert State], (B) all other states of the United States of America and (C) all other countries of
the world; provided that, with respect to clauses (B) and (C) in this paragraph, the Company
derives at least _______ percent (__%) [Instruction: Insert Percentage] of its gross revenues
from such geographic area as of the Effective Date of this Agreement.

3.   BREACH

   A. In the event the Employee does not comply with the terms of this Agreement, the
Company reserves the right to discharge the Employee as an employee. Employee expressly
acknowledges that any breach or threatened breach of any of the terms set forth in this
Agreement will result in substantial, continuing and irreparable injury to Company. As such,
Employee hereby agrees that in the event of breach or threatened breach of the terms of this
Agreement, in addition to any other remedy that may be available to Company, Company shall
be entitled to injunctive or other equitable relief by a court of appropriate jurisdiction.



© Copyright 2011 Docstoc Inc.                                                                2
Furthermore, the Company reserves the right to recover monetary damages from the Employee,
and the Company may also recover punitive damages to the extent permitted by law.

    B. The Employee further agrees to indemnify and hold the Company harmless 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 the Employee to abide by the
terms of this Agreement.

4.   MISCELLANEOUS

    A. 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 or registered first-class mail, postage pre-paid, or sent by nationally recognized
express courier service. Such notices shall be delivered to the addresses set forth above, or such
other addresses as any party may notify the other parties in accordance with this paragraph.

    B. This Agreement may not be changed or modified in whole or in part except by a writing
signed by each of the parties hereto.

    C. 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. 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.

    D. This Agreement shall be governed in accordance with the laws of the State of
_____________, [Instruction: Insert State], applicable to agreements to be wholly performed
therein, with jurisdiction exclusive to the Federal and State courts located in the County of
_____________ [Instruction: Insert County], State of ______________ [Instruction: Insert
State].

    E. The Employer's waiver of a breach of any provision of this Agreement by Employee shall
not operate or be construed as a waiver of any subsequent breach by the Employee. No waiver
shall be valid unless in writing and signed by an authorized officer of the Employer.

    F. Employee and Company recognize that the limitations contained herein are reasonably
and properly required for the adequate protection of the interests of Company. In the event that
any provision of this Agreement shall be determined to be unenforceable by any court of
competent jurisdiction by reason of its extending for too great a period of time or over too large a
geographic area or over too great a range of activities, it shall be interpreted to extend only over
the maximum period of time, geographic area or range of activities as to which it may be
enforceable. If any provision of this Agreement shall be determined to be invalid, illegal or
otherwise unenforceable by any court of competent jurisdiction, the validity, legality and
enforceability of the other provisions of this Agreement shall not be affected thereby. Any
invalid, illegal or unenforceable provision of this Agreement shall be severable, and after any
such severance, all other provisions hereof shall remain in full force and effect.



© Copyright 2011 Docstoc Inc.                                                              2
   G. 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.

    H. This Agreement constitutes the entire 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.

    I. By signing this Agreement, the Employee acknowledges that, in consideration of the
substantial benefits the Employee will receive as the Company's employee, the terms contained
in this Agreement are necessary and reasonable in all respects and that the restrictions imposed
on the Employee are reasonable and necessary to protect the Company's legitimate business
interests. Additionally, the Employee hereby acknowledges and agrees that the restrictions
imposed on the Employee by this Agreement will not prevent the Employee from obtaining
employment in its field of expertise or cause the Employee undue hardship.

IN WITNESS WHEREOF, the parties have executed this Agreement as of the day and year first
above written.


COMPANY:


________________________________ [Instruction: sign]
By: ___________________________ [Instruction: Insert Name of Signatory]
Title: ___________________________ [Instruction: Insert Title of Signatory]


EMPLOYEE:


________________________________ [Instruction: sign]
By: ___________________________ [Instruction: Insert Name of Signatory]




© Copyright 2011 Docstoc Inc.                                                           2

								
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