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.
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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