Nondisclosure and Noncompetition Agreement
(New At-Will Employee)
This agreement is entered into this __________________, day of __________________,
200______, by and between Have Party Will Travel (“Employer”) and
Employee desires to accept employment with Employer, and Employer agrees to employ
Employee as an at-will employee. Employee is willing to submit to certain confidentiality
restrictions and restrictions on Employee’s ability to compete as defined below in return for the
employment of Employee by Employer and the compensation to be paid by Employer to
Employee, which is acknowledged and agreed to be a fair and reasonable consideration.
Employee acknowledges that execution by Employee of the covenant not to compete is a material
inducement for Employer’s agreement to employ Employee.
NOW THEREFORE, in consideration of the mutual promises contained herein and intending to
be legally bound hereby, the parties agree as follows:
1. The Background set forth above is incorporated herein as though fully set forth.
2. Employer agrees to employ Employee, and Employee accepts employment, as an at-will
3. Employee acknowledges and agrees that this agreement does not create or constitute a contract
of employment for a term of any specific duration. Employee’s term of employment is agreed to
be “at-will”. Either Employer or Employee may terminate Employee’s employment with
Employer at any time, with such advance notice as the terminating party deems appropriate.
While normally two weeks’ notice will be given, each party reserves the right to terminate
without prior notice for any reason.
4. Commencing on the date of this Agreement, Employee agrees that Employee will hold all and
each portion of the Restricted Information (hereinafter defined) in the strictest confidence and
shall not, directly or indirectly, for a period of 18 months from the date Employee ceases
employment with Employer, any where within a 100-mile radius of Employer’s place of business
in Salt Lake City, Utah., as principal, partner, officer, director, stockholder, joint venturer, debt
holder, agent, employer, employee, contractor, consultant or other in any other individual or
representative capacity, directly or indirectly, engage in (except as an employee or the Employer
or as a subsidiary or affiliate of the Employer), or assist or advise any other person or entity
(which term shall include, without limitation, any individual, partnership, joint venture, firm,
corporation, association, or group) engaged in or financially interested in any business which is
engaged in direct or indirect competition with Employer.
This covenant includes but is not limited to the following:
(A) Disclosure, divulgence, or communication to third parties of any of the Restricted
Information whether or not confidential, proprietary, or in the public domain (including such
information and documents orally received before or during the term of this Agreement).
“Restricted Information” shall mean and include, but is not limited, to secret or confidential
matters (a) of a technical nature such as but not limited to methods, formulae, specifications,
know-how, compositions, processes, discoveries, machines, devices, patterns, inventions,
computer or other programs; (b) of a business nature such as but not limited to information about
cost, purchasing, profits, market, sales, or customer lists, files, needs, and records; and (c)
pertaining to future development such as but not limited to research and development or future
marketing or merchandising.
(B) Solicitation or inducement of, or contract with, any employee of Employer to terminate
employment with Employer or to work for Employee or for any entity with which Employer is
connected in any way (except as an employee of Employer or Employer’s subsidiaries and
(C) Solicitation, diversion, taking away, or acceptance of business from any client or customer
who is or was a client or customer of Employer, regardless of how such clients or customers were
indirectly produced or generated or from any of Employer’s referral sources of business.
5. Upon termination of Employee’s employment or at any time at Employer’s request, Employee
agrees to deliver promptly to Employer all manuals, formulae, computer or other programs, notes,
notebooks, reports, sketches, memoranda, lists, drawings, blueprints, letters, and all similar items
and other materials and all copies thereof relating in any way to the Employer’s business and in
any way obtained by Employee during the period of Employee’s employment with the Employer
which are in the possession or under the control of Employee. Employee further agrees that
Employee will not make or retain any copies of any of the foregoing and will so represent to the
Employer upon termination of employment.
6. Nothing in this Agreement shall be deemed to prevent Employee from owning securities of
any publicly-owned corporation engaged in any such business, provided that the total amount of
securities of each class owned, directly or indirectly, by Employee in such publicly-owned
corporation does not exceed 2% of the outstanding securities of such class.
7. EMPLOYEE REPRESENTS AND WARRANTS THAT THE KNOWLEDGE, SKILLS
AND ABILITIES EMPLOYEE POSSESSES AT THE TIME OF COMMENCEMENT OF THIS
COVENANT NOT TO COMPETE ARE SUFFICIENT TO PERMIT EMPLOYEE FOR A
PERIOD OF 18 MONTHS AFTER TERMINATION OF EMPLOYMENT WITH EMPLOYER
TO EARN A LIVELIHOOD SATISFACTORY TO EMPLOYEE WITHOUT VIOLATING
ANY PROVISION OF THIS AGREEMENT, FOR EXAMPLE, BY USING SUCH
KNOWLEDGE, SKILLS AND ABILITIES, OR SOME OF THEM, IN THE SERVICE OF A
NON-COMPETITOR OF THE EMPLOYER. EMPLOYEE ACKNOWLEDGES THAT
EMPLOYEE’S COVENANTS CONTAINED IN THIS AGREEMENT ARE GIVEN IN
CONSIDERATION TO THE PAYMENT TO BE MADE BY EMPLOYER HEREUNDER.
8. Employee agrees that the restrictions contained in this Agreement are reasonable and
necessary in order to protect the legitimate interests of the Employer and that any violation
thereof would result in irreparable injury to the Employer. Consequently, Employee agrees and
that, in the event of any violation thereof, the Employer shall be authorized and entitled to obtain,
from any court of competent jurisdiction, temporary, preliminary and permanent injunctive relief,
an equitable accounting of all profits and benefits arising out of such violation, as well as losses,
damages, costs, and expenses, including, without limitation, actual attorneys fees and costs
incurred by Employer in any claim and/or litigation, suit or arbitration. This shall be in addition
to any other rights or remedies to which Employer may be entitled. In the event legal action is
brought by the Employer with respect to the restriction contained in this Agreement, the 18-
month period of time for this restriction shall be extended for the number of days equal to the
period of time from the date of commencement of such legal action to the date of final disposition
of the action. Further, in the event of legal action to the date of final disposition of the action.
Further, in the event legal action is brought by the Employer to enforce the restrictions in this
Agreement, Employee and Employer waive any time limitations on discovery imposed under
federal or state law and agree that discovery may be undertaken immediately upon
commencement of any legal action.
9. In the event that this Agreement not to compete shall be decreed by any court to be invalid,
void, contrary to public policy or law, or otherwise unenforceable, the remaining provisions
nevertheless shall continue to be in full force and effect without being impaired or invalidated.
Without limiting the foregoing, if the time and/or space restrictions are deemed unreasonable,
then such provision shall be deemed reasonable and enforceable.
10. This agreement shall be construed in accordance with the laws and Commonwealth of
___________________________ and shall not be modified, changed, or amended except in a
writing signed by the parties.
11. The obligations of this Agreement shall bind and the benefits of this Agreement shall inure to
the parties, their heirs, administrators, successors, and assigns.
12. This Employment and Noncompetition Agreement constitutes the entire agreement between
the parties relating to the subject matter thereof.
IN WITNESS WHEREOF, the parties have executed this Agreement the date first above written.