SAMPLE NON-COMPETITION/NON-SOLICITATION AGREEMENT
This is an agreement made between ABC Company (“Employer”) and _______ (“Employee”)
on _____, 20__. In consideration of Employee’s continued employment, Employer and
Employee agree as follows:
Employee’s non-solicitation of Employer customers and personnel.
Employer and Employee agree that, due to the company’s efforts,
A.
Employer is the owner of numerous trade secrets and the possessor of sensitive business
information about Employer’s business, finances, operations, processes, business
development, customers or potential customers, vendors or potential vendors, employees,
consultants and/or contractors and other matters that could be very valuable to an
Employer Competitor. (For the purposes of this agreement, “Employer Competitor”
means any business or entity engaged in the same or substantially similar business as
Employer, including (but not limited to) such companies as _____________ and
___________.) Employee will be given (or have access to) such types of sensitive
information during his employment and he may develop valuable contacts and
relationships with Employer’s employees, customers or potential customers, vendors or
potential vendors, consultants and contractors. Therefore, Employee and Employer agree
that:
During Employee’s employment and for a _____ period thereafter,
(i)
Employee will not (directly or indirectly) solicit or persuade, or attempt to solicit or
persuade, any Employer customer or other person that has an actual or potential business
relationship with Employer not to do business with or to cease doing business with
Employer, to reduce the amount of business anticipated or historically done with
Employer, or to otherwise alter the actual or potential business relationship with
Employer; and
During Employee’s employment and for a ____ period thereafter,
(ii)
Employee will not (directly or indirectly) solicit or persuade, or attempt to solicit or
persuade, any Employer employee, contractor or consultant, or persons in the process of
being recruited to be an Employer employee, contractor or consultant, to end or to modify
any existing relationship with Employer or not to enter a relationship with Employer; and
During Employee’s employment and for a ___ period thereafter,
(iii)
Employee will not (directly or indirectly) be employed by or be engaged as a consultant
or contractor to or agent for any Employer Competitor (or any of the Employer
Competitor’s direct or indirect affiliates).
B.
The restrictive covenant contained in the preceding subparagraph shall be
construed as an agreement and as an independent covenant. The existence of any
Employee cause of action against Employer shall not constitute a defense to Employer’s
enforcement of the restrictive covenant.
C.
Employee consents to the entering of an injunction to enforce this
paragraph. If Employer shall make application to a court of competent jurisdiction for
injunctive relief to enforce this paragraph, then and in that event the period of time for the