Non-Compete Agreement & Non-Solicitation Agreement

On this page, we provide a example template for a non-compete agreement & non-solicitation agreement. A non-compete agreement – also known as non-solicitation agreement – is an agreement (contract) between an employee and an employer; the employee agrees not to compete with the employer during and after the employment. The non-compete agreement prohibits and should prevent the employee from entering the market or professions which is considered in direct competition with the employer. This includes owning stocks or ownership interest in a competing business.


Available for download is an MS Doc Non-Compete & Non-Solicitation Agreement. Scroll down below.

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Disclaimer: Every state and situation have its unique sets of facts. Please consult with an attorney for a enforceable non-compete agreement. This template is for general information and is not compliant with applicable California law. We invite you to read our Disclaimer page.



Non-compete and Non-Solicitation Agreement

This Agreement is entered into between [NAME OF PERSON] (hereinafter “Employee”) and [NAME OF COMPANY] (hereinafter “Company”). This Agreement shall enter into force on _________ (“Effective Date”).


In consideration of the opportunity for employment furnished by [NAME OF COMPANY], the Employee, with the intention of being legally bound, hereby agrees to the following:

  1. Terms and Conditions of Agreement

    This Agreement shall enter into force on the said Effective Date and shall remain in force throughout the term of the Employee’s employment with the Company, in addition to a time period consisting of one (1) year thereafter.[1]

  2. Limitations and scope of this Agreement

    This Agreement does not constitute a contract or agreement furnishing employment. Neither the Employee nor the Company shall be obligated to perform or to render compensation for, respectively, any specific temporal term of employment. The scope of this Agreement is hereby restricted to the any and all matters pertaining to covenants not to compete or to solicit as set forth in this Agreement.

  3. Covenant to Refrain from Competing

    The Employee agrees to refrain, during the term of the Employee’s employment with the Company, from (i) engaging in any business, trade, or commercial activity that competes with the Company and from (ii) performing any kind of work for or for the benefit of any business or other enterprise, organization, party, or entity, whether private or public, that stands in competition with the Company.

Immediately following termination of the Employee’s employment, regardless of cause or circumstances, the Employee shall refrain, for a time period consisting of one (1) calendar year, and within ______ miles of the facility in which the s/he was employed, from engaging, whether for himself/herself or on behalf of any business or other enterprise, organization, party, or entity, whether private or public, in any business, trade, or commercial activity that competes with the Company.[2],[3]

  1. Non-solicitation

    The Employee agrees that, during the term of the Employee’s employment, and, moreover, for a period of one (1) calendar year immediately thereafter, the Employee (i) shall refrain from soliciting any of the Company’s employees, agents, subcontractors, or independent contractors on behalf of, for, or inuring to the benefit of any other business or other enterprise, organization, party, or entity, whether private or public, and (ii) shall refrain from inducing any of the Company’s employees, agents, subcontractors, or independent contractors to breach, terminate, or otherwise end any relationship in connection or relation with the Company, including, but not limited to, an employment or contractual agreement.

  2. Solicitation of customers or clients following termination agreement

    For a period of time consisting of one (1) calendar year following termination of the Employee’s employment and the Employee’s employment relationship with the Company, regardless of cause or circumstances, the Employee shall refrain from disclosing, whether directly, indirectly, or in any other manner, to any business or other enterprise, organization, party, or entity, whether private or public, any contact information, including, but not limited to, the names, addresses, e-mail addresses, other internet information, or telephone numbers of any of the Company’s clients, customers, or other patrons. The aforementioned prohibition shall also extend to any other information, data, or content pertaining to said customers or clients, or other patrons. In addition, the Employee shall refrain from calling upon, contacting, soliciting, enticing, taking away, attempting to call upon or contacting any customer or client of the Company whom the Employee has called upon or contacted, or with whom, as the result of, whether indirectly or directly, the Employee’s employment with the Company, the Employee became acquainted during the term of employment.

  3. Injunctive relief

    You hereby acknowledge that (1) any breach by the Employee of the obligations contained in this Agreement will cause the Company to suffer irreparable and permanent harm and that (2) money damages alone will not suffice to compensate the Company for such a breach. Therefore, any breach by the Employee of said provisions, shall cause the Company to become entitled injunctive relief, besides any other available remedies at law or in equity, for the purpose of enforcing such provisions.

  4. Severability

    The provisions contained in this Agreement are hereby deemed severable: should one or several provisions be determined or adjudicated to be illegal, unlawful, or unenforceable in any other manner, whether in part or in their entirety, then the provisions remaining, as well as the enforceable portions of any provisions that are partially enforceable, shall be unaffected thereby and shall be binding and enforceable notwithstanding such.

  5. Modifications and amendments.

    It shall be possible to modify or amend this Agreement solely by means of a written instrument that has been executed by both the Employee and the Company.

  6. No existing prior understandings.

    This Agreement hereby contains the entirety of the agreement between the contracting parties with respect to and regarding any and all subject matter of this Agreement. This Agreement shall supersede any all prior understandings, agreements, or representations.

  7. Status of waiver

    Any waiver of a default under this Agreement shall have to be executed in writing and no such instrument shall constitute waiver of any other default concerning or with regard to such or to any other provision contained in this Agreement. No delay, failure, hindrance, or omission in exercising any right or legal remedy shall be construed in such a manner as to effect an impairment of said right or legal remedy or be construed as waiver. With respect to any act, the approval of, or consent thereto, shall not constitute rendering such unnecessary or waiving an approval of or consent to any other act or omission, whether contemporaneously or subsequent in time.

  8. Venue and jurisdiction

    This Agreement shall be construed in conformity with and pursuant to the promulgated regulations and laws of the State of _______. The Employee agrees to submit, for any claim arising from this Agreement, to the venue and jurisdiction of any court having competent and legal jurisdiction in _________ County, [STATE] without any regard whatsoever to provisions governing conflicts of laws.

Date__________



ABC CORPORATION



By__________________________, President [Title of person signing]




By the act of signing below, the Employee acknowledges that s/he has fully read and completely understood the foregoing Agreement; that s/he agrees to comply with the entirety of the terms and conditions of said Agreement; and that s/he has received a copy of said Agreement.




Date__________        ___________________________________

Employee


Download MS Doc Non-Compete & Non-Solicitation Agreement

[1] Covenants that restrict competition are not viewed favorably by the courts. Consequently, as a general rule, such covenants are interpreted on an extremely narrow basis and must be deemed “reasonable” with respect to their temporal duration and the scope of the physical (geographical) region or area to which they intended to apply. Depending upon the individual facts and circumstances, the duration can extend for as long as two or three years. As for the size of the physical (geographical) area or territory involved, it can sometimes be rather restricted, e.g., a twenty–mile radius, or extremely large, e.g., encompassing the entire world.

[2] Today, a large number of companies engage in marketing not only throughout the nation, but spanning the globe; hence, any restriction that is unduly or overly narrow may be of relatively little utility. If a business owner or company seeks to limit, confine, or restrict activity at any location throughout the United States, North America, or across the globe, then most likely, it will be necessary to configure the restriction in such a manner that its scope becomes considerably narrower. Bear in mind, of course, that you cannot impose restrictions so severe as to deprive the employee of any means of earning any kind of living whatsoever in the relevant field or industry.

[3] An alternative possibility for this clause could be worded thusly:

The Employee agrees that, during the tenure and course of the Employee’s employment, the Employee shall neither furnish any work for nor provide any assistance, support, or services to any party standing in competition with said Company. The Employee, furthermore, agrees that s/he shall refrain from engaging in any activity constituting competition with respect to said Company. In this context, ‘competitive activity’ shall include, but not be limited to, the drafting of plans to form, or the actual formation of any kind of business enterprise or entity to compete, whether indirectly or directly, with any aspect of any business activity of said Company. This provision does not prevent the Employee from seeking or obtaining employment or other forms of business relationships with a competitor after termination of the employment relationship with said Company, furnished that (i) such competitor already was formed and in existence prior to termination of the Employee’s employment relationship with said Company and (ii) the Employee was in no way involved with the organization or formation of such competitor.

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