Non-Compete Agreement - Template, Sample Form Online Pro · US-law
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NON-COMPETE AND NON-SOLICITATION AGREEMENT
State of ________
§ A. PARTIES AND RECITALS
1.1. This Non-Compete and Non-Solicitation Agreement (this "Agreement") is made and entered into effective as of ________ (the "Effective Date"), by and between ________ (the "Protected Party" or "Employer"), a ________ organized under the laws of the State of ________, having its principal place of business at the following address:
________
and ________ (the "Non-Competing Party" or "Employee"), of the following address:
________
The Protected Party and the Non-Competing Party are referred to collectively as the "Parties" and individually as a "Party."
1.2. Recitals. The Protected Party is engaged in the business of ________. In the course of the Parties' relationship, the Non-Competing Party will be entrusted with, and will have access to, the Protected Party's confidential information, trade secrets, goodwill, and substantial customer and employee relationships. The Parties enter into this Agreement to protect the Protected Party's legitimate business interests.
1.3. Consideration. This Agreement is supported by good and valuable consideration, the receipt and sufficiency of which are hereby acknowledged, consisting of ________, including the Non-Competing Party's commencement or continuation of the business relationship and access to confidential information and goodwill of the Protected Party.
§ B. NON-COMPETE COVENANT
2.1. During the term of the business relationship between the Parties and for a period of ________ (________) months following the termination or separation of that relationship for any reason, whether voluntary or involuntary, the Non-Competing Party shall not, directly or indirectly, engage in, carry on, or participate in any business that competes with the Protected Party within the Restricted Territory described in § B.4.
2.2. For purposes of this Agreement, "directly or indirectly engaging in any competitive business" includes, but is not limited to:
(a) engaging in such business as owner, principal, partner, member, agent, consultant, or independent contractor;
(b) becoming an employee of, or otherwise providing services to, any third party engaged in such business;
(c) acquiring or holding a direct or indirect financial interest in any such business, provided that the ownership of less than two percent (2%) of the publicly traded securities of any entity shall not constitute a violation of this Section; or
(d) soliciting any customer of the Protected Party for the benefit of any third party engaged in such business.
2.3. The Parties acknowledge and agree that the restrictions contained in this Agreement are reasonable in scope, duration, and geographic area, and are no greater than necessary to protect the Protected Party's legitimate business interests, and do not impose an undue hardship upon, or unreasonably deprive the Non-Competing Party of, his or her livelihood.
2.4. Restricted Territory. The covenants set forth in this § B shall apply only within the following geographic area (the "Restricted Territory"):
________
2.5. Statutory Exclusions. Nothing in this Agreement shall be construed to restrict the Non-Competing Party in any manner prohibited by applicable federal or state law. To the extent any restriction in this Agreement is rendered void or unenforceable by reason of the Non-Competing Party's wage level, occupation, classification, or any applicable statute governing restrictive covenants in the governing state, such restriction shall be of no force or effect, and the remaining provisions shall be enforced to the fullest extent permitted by law.
§ C. NON-SOLICITATION COVENANT
3.1. For a period of ________ (________) months following the separation of the business relationship for any reason, the Non-Competing Party shall not, directly or indirectly, solicit business from, or attempt to sell, license, or provide products or services that are the same as or similar to those provided by the Protected Party to, any customer or client of the Protected Party with whom the Non-Competing Party had material contact during the relationship.
3.2. The Non-Competing Party shall not use the Protected Party's customer demographics, customer lists, or confidential information to solicit, provide quotes to, or transfer business to any competing entity.
3.3. For a period of ________ (________) months following the separation of the business relationship for any reason, the Non-Competing Party shall not, directly or indirectly, solicit, induce, recruit, or attempt to induce any employee of the Protected Party to terminate his or her employment with the Protected Party.
§ D. CONDITION OF THE RELATIONSHIP
4.1. In consideration of the commitments and obligations set forth herein, the Parties agree that the execution of this Agreement is a condition of the engagement or continued engagement of the Non-Competing Party by the Protected Party. Nothing in this Agreement shall be construed to create a contract of employment for any definite term or to alter the at-will nature of any employment relationship between the Parties, except as expressly set forth herein.
§ E. CONFIDENTIALITY
5.3. Nothing in this Agreement shall be construed to prohibit the Non-Competing Party from reporting possible violations of law to, or cooperating with, any governmental agency or entity, or from exercising any rights protected under Section 7 of the National Labor Relations Act.
§ F. SEVERABILITY AND JUDICIAL MODIFICATION
6.1. The Parties have attempted to limit the restrictive covenants in this Agreement so that they apply only to the extent necessary to protect the Protected Party's legitimate business and property interests.
6.2. If any provision of this Agreement is held to be invalid or unenforceable for any reason, the remaining provisions shall continue to be valid and enforceable.
6.3. If a court of competent jurisdiction finds that any provision of this Agreement is invalid or unenforceable, but that by limiting or modifying such provision it would become valid and enforceable, then such provision shall be deemed to be written, construed, and enforced as so limited or modified to the maximum extent permitted by applicable law.
§ G. REMEDIES AND INJUNCTIVE RELIEF
7.1. The Parties agree that a violation of the terms of this Agreement by the Non-Competing Party would cause irreparable harm to the Protected Party for which money damages would be an inadequate remedy.
7.2. In the event of a breach or threatened breach of this Agreement, the Protected Party shall be entitled to seek temporary, preliminary, and permanent injunctive relief, in addition to any other remedies available at law or in equity, without the necessity of posting a bond or other security to the extent permitted by law.
7.3. In any action or proceeding to enforce this Agreement, the prevailing Party shall be entitled to recover from the other Party its reasonable costs, necessary disbursements, and attorneys' fees incurred in connection with such action or proceeding.
§ H. GOVERNING LAW AND VENUE
8.1. This Agreement shall be governed by and construed in accordance with the laws of the State of ________, without regard to its conflict of laws principles.
8.2. The Parties consent to the exclusive jurisdiction and venue of the state and federal courts located in ________ County, State of ________, for the resolution of any dispute arising out of or relating to this Agreement.
§ I. MISCELLANEOUS
9.1. Binding Effect. The provisions of this Agreement shall be binding upon and inure to the benefit of the Parties and their respective heirs, legal representatives, successors, and permitted assigns.
9.2. Assignment. The Protected Party may assign this Agreement, including in connection with the sale, merger, or transfer of all or substantially all of its business or assets. The Non-Competing Party may not assign this Agreement without the prior written consent of the Protected Party.
9.3. Entire Agreement. This Agreement constitutes the entire agreement between the Parties with respect to its subject matter and supersedes all prior or contemporaneous agreements, representations, and understandings, whether written or oral.
9.4. Amendment; Waiver. This Agreement may be amended only by a writing signed by both Parties. No waiver of any provision shall be effective unless in writing and signed by the Party against whom it is sought to be enforced, and no waiver shall constitute a continuing waiver.
9.5. Survival. The covenants and obligations set forth in §§ B, C, E, F, G, and H shall survive the termination or expiration of the business relationship between the Parties.
9.6. Counterparts. This Agreement may be executed in counterparts, including by electronic signature, each of which shall be deemed an original and all of which together shall constitute one and the same instrument.
9.7. Acknowledgment. The Non-Competing Party acknowledges that he or she has read this Agreement, understands its terms, has had the opportunity to consult with independent legal counsel of his or her choosing, and enters into it knowingly and voluntarily.
IN WITNESS WHEREOF, the Parties have executed this Agreement as of the Effective Date.
SIGNATURE OF NON-COMPETING PARTY:
________
By: _______________________________________
Name: ________
Title: ________
Date: ________
SIGNATURE OF PROTECTED PARTY:
________
By: _______________________________________
Name: ________
Title: ________
Date: ________
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