Non-compete and Non Solicitation Agreement for Employment

The Non-compete and Non Solicitation Agreement for Employment is a legal document that outlines the terms and conditions under which an employee agrees not to compete with or solicit from their employer, subject to the terms and conditions of the agreement. This agreement is important as it helps protect the business interests of the company and ensures that the employee does not engage in activities that could harm the company's reputation or competitive advantage.

 

The entire document is divided into 10 sections, each addressing different aspects of the agreement. The first section is the interpretation section, which provides definitions for key terms used throughout the agreement. This section ensures that both parties have a clear understanding of the terms used in the agreement.

 

The second section outlines the obligations of non-compete and non-solicitation. It specifies that the employee must not compete with the company's business in a specific area and must not solicit any customers, clients, directors, officers, employees, and consultants of the company. Additionally, the employee is required to keep confidential any trade secrets, business secrets, customer data, or confidential and proprietary information obtained from the company.

 

The third section includes employee acknowledgements. It states that the employee understands and acknowledges that the restrictions and provisions set forth in the agreement are fair, reasonable, and necessary to protect the business interests of the company. The employee also acknowledges that they have had the opportunity to obtain legal counsel to review the agreement.

 

The fourth section addresses breaches of the agreement. It states that any breach of the agreement will entitle the company to injunctive relief, liquidated damages, and/or account and repayment of all profits realized by the employee as a result of the breach.

 

The fifth section specifies the term of the agreement. It states that the obligations under the agreement will terminate a certain number of months after the termination of employment with the company.

 

The sixth section deals with the enforceability of the agreement. It states that if any provision in the agreement is found to be invalid or unenforceable, the remaining provisions will remain in full effect. The parties are also allowed to come to an agreement and substitute the invalid provision with a similar enforceable term.

 

The seventh section clarifies that no rights under the agreement can be enforced by third parties.

 

The eighth section specifies the governing law and jurisdiction for the agreement.

 

The ninth section states that the agreement is the entire agreement between the company and the employee pertaining to the subject matter of the agreement.

 

The tenth and final section confirms that the agreement is legally binding between the parties and that they each have the authority and capacity to enter into the agreement.

 

In summary, the Non-compete and Non Solicitation Agreement for Employment is a comprehensive document that protects the business interests of the company and ensures that the employee does not engage in activities that could harm the company. It covers various aspects of the agreement, including definitions, obligations, acknowledgements, breaches, term, enforceability, third-party rights, governing law, and the entire agreement.

How to use this document?

1. Enter the names and principal places of business of both parties in the agreement. This ensures that both parties are clearly identified.

2. Familiarize yourself with the interpretation section, which provides definitions for key terms used throughout the agreement. This will help you understand the specific terms used.

3. Understand the obligations of non-compete and non-solicitation outlined in section 2. Make sure you are aware of the restrictions on competing with the company's business and soliciting its customers, clients, directors, officers, employees, and consultants.

4. Take note of the requirement to keep confidential any trade secrets, business secrets, customer data, or confidential and proprietary information obtained from the company. Ensure that you do not use this information for personal benefit.

5. Acknowledge the fairness and reasonableness of the restrictions and provisions set forth in the agreement, as stated in section 3. Understand that these provisions are necessary to protect the business interests of the company.

6. Seek legal counsel if necessary to review the agreement and ensure that you fully understand its implications.

7. Be aware that any breach of the agreement may result in injunctive relief, liquidated damages, and/or account and repayment of profits, as stated in section 4.

8. Understand the term of the agreement, which specifies when the obligations under the agreement will terminate after the termination of employment with the company.

9. Know that if any provision in the agreement is found to be invalid or unenforceable, the remaining provisions will still be in effect, as stated in section 6.

10. Remember that the agreement is legally binding between the parties and that they each have the authority and capacity to enter into the agreement, as stated in section 10.

Please note that this guidance is a summary and does not cover all the details and nuances of the agreement. It is important to carefully read and understand the entire document before signing.