EMPLOYEE NON-COMPETE AGREEMENT

1. Purpose

This agreement, when countersigned below, shall constitute an agreement regarding certain
confidential and proprietary information and trade secrets (“Confidential Information”)
relating to the business of _____________________ hereinafter referred to as the
“Company” and _____________________ hereinafter referred to as the “Employee”
(collectively referred to as the “Parties”), as of the date executed by the Company (the
“Effective Date”).

Employee shall strictly maintain the confidentiality of the Proprietary Information. Proprietary
information may be shared between the Parties for use in scoping, estimating, and
completing projects as well as for the everyday business practices for the Company and its
clients/customers.

2. Non-Compete/Disclosure

During the tenure of the Employee with the Company and the Time Period stated in Section
3 the Employee shall not: (Check All that Apply)

❏ - Business Practices - Provide the same or similar industry products, services, or engage
in any other way representation of any other business of a similar nature to the business of
the Company without written consent. It is understood that the Employee will be
representing the Company exclusively during their tenure unless written notice has been
provided from either of the Parties.

❏ - Clients/Customers - Directly or indirectly engage in any similar business practice of the
Company while being in contact with the Company’s current or former clients. Nor shall the
Employee solicit any client of the Company for the benefit of a third party that is engaged in
a similar business to that of the Company.

❏ - General Competitor(s) - Engage in business activity, whether paid or nonpaid, with a
competitor of the Company that provides a similar product or service.

❏ - Specific Competitor(s) - Engage in business activity, whether paid or nonpaid, with the
following business(es) or individual(s): ___________________
________________________________________________________________

❏ - Employees - Hire, work alongside, or partner with any current employees, sales staff, or
former employees or sales staff of Company.

3. Time Period






Employee warrants and guarantees for the _____________________ period following the:

(Check One)

❏ - Effective Date of this agreement.

❏ - Termination of the Employee’s role and/or business with the Company.


4. Purchase Option (Check One)

❏ - The Company shall allow the Employee to void this agreement at any time and release
all liability in connection with this agreement by payment to the Company in the amount of
_________________ US Dollars ($_______________).

❏ - The Company does not allow the Employee to be released of liability from this
agreement for any monetary amount or reason whatsoever.

5. Jurisdiction

The jurisdiction of this agreement shall cover the areas of __________________.

6. Confidential Information

As used herein “Confidential Information” shall mean any and all technical and non-
technical information provided by the Company, including but not limited to: data or other
proprietary information relating to products, inventions, plans, methods, processes, know-
how, developmental or experimental work, computer programs, databases, authorship,
customer lists (including the names, buying habits or practices of any clients), the names of
vendors or suppliers, marketing methods, reports, analyses, business plans, financial
information, statistical information, or any other subject matter pertaining to any business of
the Company or any it’s respective clients, consultants, or licensees that is disclosed to the
Employee under the terms of this Agreement.

7. Permitted Disclosure

Confidential Information does not include information which:

(i)
Has become generally known to the public through no wrongful act by the
Employee;
(ii)
Has been rightfully received by Employee from a third party without restriction on
disclosure and without breach of an obligation of confidentiality running either
directly or indirectly to the Employee;
(iii) Has been approved for release to the general public by written authorization of
the Company;





(iv) Has been disclosed pursuant to the requirement of a governmental agency or a
court of law without similar restrictions or other protections against public
disclosure; or,
(v)
Has been independently developed by the Employee without use, directly or
indirectly of the Company’s Confidential Information.

8. Confidentiality

Employee acknowledges that it will have access to the Company’s Confidential Information
and agrees that it shall not directly or indirectly divulge, disclose or communicate any of the
Confidential Information to any third party, except as may be required in the course of any
formal business association or dealings with the Company and in any event, only with the
prior written approval of the Company. The Employee acknowledges that no license of the
Confidential Information, by implication or otherwise, is granted to the Employee by reason
of this Agreement. Additionally, the Employee acknowledges that it may only use the
Confidential Information in connection with its business dealings with the Company and for
no other purpose without the prior written consent of the Company. The Employee further
agrees that all Confidential Information, including without limitation any documents, files,
reports, notebooks, samples, lists, correspondence, software, or other written or graphic
records provided by the Company or produced using the Company’s Confidential
Information, will be held strictly confidential and returned upon request to the Company. The
term of this Agreement will be ongoing as long as the Parties are working together in any
formal capacity. The conditions of this Agreement shall survive the termination of this
Agreement.

9. Consultants and Employees Bound

Employee agrees to disclose the Confidential Information to any agents, affiliates, directors,
officers or any other employees (collectively, the “Employees”) solely on a need-to-know
basis and represents that such Employees have signed appropriate non-disclosure
agreements or taken appropriate measures imposing on such Employees a duty to third
parties (1) to hold any third party proprietary information received by such Employees in the
strictest confidence, (2) not to disclose such third party Confidential Information to any other
third party, and (3) not to use such Confidential Information for the benefit of anyone other
than to whom it belongs, without the prior express written authorization of the Company.

10. Return of Materials

Upon termination or expiration of the Agreement, or upon written request of the Company,
the Employee shall promptly return to the Company all documents and other tangible
materials representing the Company’s Confidential Information and all copies thereof. The
Company shall notify immediately the Employee upon discovery of any loss or unauthorized
disclosure of the Confidential Information.

11. Remedies






Should the Employee breach any of the provisions of this Agreement by unauthorized use,
or by disclosure of the Confidential Information to any unauthorized third party to the
Company’s detriment or damage, the Employee agrees to reimburse the Company for any
loss or expense incurred by the Company as a result of such use or unauthorized
disclosure or attempted disclosure, including without limitation court costs and reasonable
attorney’s fees incurred by the Company in enforcing the provisions hereof. Employee
further agrees that any unauthorized use of or disclosure of the Confidential Information will
result in irreparable damage to the Company and that the Company shall be entitled to an
award by any court of competent jurisdiction of a temporary restraining order and/or
preliminary injunction against such unauthorized use or disclosure by the Employee without
the need to post a bond. Such remedies, however, shall not be deemed to be the exclusive
remedies for any breach of this Agreement but shall be in addition to all other remedies
available at law or equity.

12. Choice of Law

This Agreement shall be governed by and construed in accordance with the laws of the
State of _____________ without reference to its conflicts of laws principles. Any disputes
arising from or related to the subject matter of this Agreement shall be heard in a court of
appropriate jurisdiction of the Company’s principal office and the parties hereby consent to
the personal jurisdiction and venue of these courts. If any provisions of this Agreement or its
applications is held to be invalid, illegal or unenforceable in any respect, the validity, legality
or enforceability of any other provisions and applications herein shall not in any way be
affected or impaired.

13. Entire Agreement

This Agreement represents the entire agreement of the parties and may only be modified by
signature by both parties hereto.

In Witness Whereof, the parties hereto have agreed and signed this NonCompete/Non-
Disclosure Agreement to be on the ___ day of ____________, _____.

The Company



Employee
______________________________

______________________________
Signature





Signature
______________________________

______________________________
Print Name and Title




Print Name
___________________


___________________
Date





Date