Sample Non Competition Non Solicitation Agreement Page 2
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3application of the restrictive covenant shall be tolled for a period commencing with
Employee’s acts which create the claim for injunctive relief and terminating with the date
of final adjudication of the petition for injunctive relief, if granted.
Employee’s non-competition with Employer.
A. Employer and Employee agree that, due to the company’s efforts, Employer is
the owner of numerous trade secrets and the possessor of highly-sensitive business
information about its finances, operations, business development/acquisition methods and
strategies, actual customers, vendors, employees, contractors and consultants and other
matters that could be very valuable to Employer’s competitors. Employee is (or will be)
in possession of certain such sensitive information acquired during his employment and,
further, he has developed (or will develop) valuable contacts and relationships with
certain Employer customers, vendors, employees, contractors and consultants. Therefore,
Employee and Employer agree that, for a ____ period after the end of employment by
Employer (irrespective of the reason for the end of the employment), Employee will not:
(i)
Be employed by or be engaged as a consultant or contractor to or
agent for, or sit on the board of directors of, any other [describe business] entities or any
of their direct or indirect affiliates (“affiliates” to include any entity in which the named
entity has or from time to time may have a majority equity interest) including but not
limited to: [competitor companies]; and
(ii)
Be employed by or be engaged as a consultant or contractor to or
agent for, or sit on the board of directors of, any of the following entities or any of their
direct or indirect affiliates (“affiliates” to include but not be limited to any entity in which
the named entity has or from time to time may have a majority equity interest):
[competitor companies].
B. The restrictive covenant contained in the preceding subparagraph shall be
construed as an agreement and as an independent covenant. The existence of any cause of
action by Employee against Employer shall not constitute a defense to Employer’s
enforcement of the restrictive covenant.
C. Employer and Employee agree that, if any portion of this paragraph is held to
be unreasonable, arbitrary, or against public policy by any court or tribunal, or if the
applicable law on which such covenant is founded is changed in any manner as to limit
the enforceability of this paragraph, the paragraph shall be enforced against Employee for
a shorter period of time or in a smaller geographic area or otherwise as is determined by
the tribunal to be reasonable, non-arbitrary and not against public policy.
D. 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
application of the restrictive covenant shall be tolled for a period commencing with
Employee’s act which creates the claim for injunctive relief and terminating with the date
of final adjudication of the petition for injunctive relief, if granted.
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