An employee non-compete agreement (or a ‘covenant to not-to-compete’ or ‘agreement not to compete’ or simply ‘non-compete/non- competition agreement’) is a legal instrument under which one party (usually an employee) agrees to not pursue a similar profession or trade in competition against another party (usually the employer).
This is an agreement that is entered into between a company and an employee that restricts the employee’s ability to compete with the company and prohibits the dissemination of confidential information. The first part of the agreement prohibits the employee from disclosing any confidential information they learn during the course of employment to third parties. The second part of the agreement forbids employees from directly or indirectly competing with the company during the term of their employment and for a certain period of time after the employment relationship has ended. This document should be used by small businesses or other entities that want to limit the exposure of their confidential information as well as limiting competition from employees. NON-COMPETE & NON-DISCLOSURE AGREEMENT THIS NON-COMPETE & NON-DISCLOSURE AGREEMENT (the “Agreement”) effective as of this ________________ day of ______________________, 20__________, governs the disclosure of information by and between ____________________________ (the “Company”) and _______________________ (the “Recipient”). 1. Confidential Information “Confidential Information” shall mean any information provided by the Company in writing, or communicated orally, electronically, or in any other form, to the Recipient, including but not limited to patent(s) and patent applications, trade secrets, business plans, designs, copyrighted work, proprietary information, ideas, discoveries, techniques, sketches, drawings, works of authorship, models, inventions, creations, improvements, developments know-how, processes, apparatuses, equipment, systems, components, technologies, algorithms, formulae, software programs, software source documents, products and services, customer lists, suppliers, investors, employees, licensors, licensees, affiliates, partners, business forecasts, sales and merchandising, training methods and materials and marketing plans. 2. Exceptions to Confidential Information Confidential Information shall not include the following: (a) Information which was freely available in the public domain at the time it was communicated to the Recipient by the Company; (b) Information which subsequently came to the public domain through no fault of the Recipient; (c) Information which is in the Recipient's possession free of any obligation of confidence at the time it was communicated to the Recipient by the Company; (d) Information independently developed by the Recipient or its representatives without reference to any information communicated to the Recipient by the Company; (e) Information provided by Recipient in response to a valid order by a court or other governmental body, as otherwise required by law; or (f) Information approved for release by written authorization of an officer or representative of the Company; 3. Use of Confidential Information Recipient hereby agrees: (i) to hold the Confidential Information in strict confidence and to take all reasonable steps and precautions to protect such Confidential Information (including, without limitation, all precautions the Recipient employs with respect to its own confidential information), (ii) not to disclose any such Confidential Information or any information derived there from to © Copyright 2013 Docstoc Inc. 2 any third person or entity, (iii) not to make any use of such Confidential Information except to evaluate internally its relationship with the Company, and (iv) not to copy or reverse engineer any such Confidential Information. 4. Permitted Disclosures Recipient shall disclose the Confidential Information received under this Agreement to any person within its organization only if such persons (i) have a need to know and (ii) are bound in writing to protect the confidentiality of such Confidential Information. This Section shall survive and continue after any expiration or termination of this Agreement and shall bind Recipient, its employees, agents, representatives, successors, heirs and assigns 5. Ownership Recipient recognizes that all work products and any tangible information including but not limited to plans, photographs, records, data, notes, reports and other documents prepared by Recipient by using the Confidential Information of the Company, including all copies thereof, are and shall be the sole property of the Company. This Agreement shall not be construed in a manner in which the Recipient will acquire by implication or otherwise any right in or title to or license in respect of the Confidential Information disclosed to it by the Company. Upon receipt of any request by the Company Recipient agrees to immediately deliver all such materials prepared by Recipient to the Company. 6. Term This Agreement shall terminate _______________ year(s) from the date above written. However, the Recipient's obligations under this Agreement shall survive the termination of this Agreement and shall be binding for a period of _______________ years. 7. Return of Confidential Information All Confidential Information provided by the Company under this Agreement shall remain the sole and exclusive property of the Company. Recipient agrees to return and destroy all Confidential Information to the Company within fifteen (15) days of written demand by the Company. 8. Noncompetition Recipient acknowledges and agrees with the Company that the services provided under this Agreement to the Company are unique in nature and that the Company would be irreparably damaged if Recipient were to provide similar services to any person or entity competing with the Company or engaged in any similar business. Recipient hereby agrees with the Company that for the term of this Agreement and for a period of _________________ years after termination (the “Noncompetition Period”), Recipient shall not, directly or indirectly, either for itself or for any other individual, corporation, partnership, joint venture or other entity, participate in any business © Copyright 2013 Docstoc Inc. 3 anywhere in the world which engages or which proposes to engage in _________________________ services (a “Competitor”). 9. Non-solicitation For and during the Noncompetition Period, Recipient shall not (i) induce, encourage or attempt to induce any employee of the Company to leave the Company, or in any way interfere with the relationship between the Company and any employee thereof, (ii) hire directly or through another entity any person who was an employee of the Company at any time during the Noncompetition Period, or (iii) induce or attempt to induce any customer, supplier, licensee or other business relation of the Company to cease doing business with the Company, or in any way interfere with the relationship between any such customer, supplier, licensee or business relation and the Company. 10. Notice Any notice provided for in this Agreement must be in writing and must be either personally delivered, mailed by first class mail (postage prepaid and return receipt requested) or sent by reputable overnight courier service (charges prepaid) to the recipient at the address below indicated: To the Company: ________________________ ________________________ ________________________ To Recipient: ________________________ ________________________ ________________________ or such other address or to the attention of such other person as the Recipient shall have specified by prior written notice to the Company. Any notice under this Agreement shall be deemed to have been given when so delivered or sent or, if mailed, five days after deposit in the U.S. mail. 11. Specific Performance The Recipient understands and acknowledges that any disclosure or misappropriation of any of the Confidential Information in violation of the terms of this Agreement may cause the Company irreparable harm, the amount of which may be difficult to ascertain, and therefore agrees that the Company shall have the right to apply to a court of competent jurisdiction for specific © Copyright 2013 Docstoc Inc. 4 performance and/or an order restraining and enjoining any such further disclosure or breach and for such other relief as the Company shall deem appropriate. Such right of the Company is to be in addition to the remedies otherwise available to the Company at law or in equity. Recipient expressly waives the defense that a remedy in damages will be adequate and any requirement in an action for specific performance or injunction for the posting of a bond by the Company. 12. Miscellaneous (a) This Agreement sets forth the entire Agreement and understanding between the parties and supersedes all prior oral and written agreements and understandings between them relating to the subject matter of this Agreement. This Agreement may not be modified or discharged, in whole or part, except by an agreement in writing signed by both parties. This Agreement may not be assigned or otherwise transferred by either party without the prior written consent of the non- transferring party. (b) This Agreement will be binding upon and inure to the benefit of the parties hereto and each party’s respective successors and assigns. (c) In the event that any provision of this Agreement is held by a court of competent jurisdiction to be unenforceable because it is invalid or in conflict with any law of any relevant jurisdiction, the validity of the remaining provisions shall not be affected, and the rights and obligations of the parties hereto shall be construed and enforced as if the Agreement did not contain the particular provision(s) held to be unenforceable. (d) This Agreement shall be governed by and interpreted in accordance with the laws of the State of _________________, without regard to its provisions as to choice of law. (e) Each party hereto represents and warrants that it has the full power and authority to enter into and perform this Agreement, and each party knows of no law, rule, regulations, order, agreement, promise, undertaking or other fact or circumstance which would prevent its full execution and performance of this Agreement. (f) This Agreement may be executed in any number of counterparts, each of which shall be an original, but all of which together shall constitute one and the same agreement. IN WITNESS WHEREOF, the parties hereto have executed this agreement on the __________ day of ____________________, 20______________. By: By: Date: Date: Address: Address: © Copyright 2013 Docstoc Inc. 5
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