1. Parties
This Non-Compete Agreement (the "Agreement") is made on [DATE] between [COMPANY NAME], located at [COMPANY ADDRESS] (the "Company"), and [RESTRICTED PARTY NAME], residing at [RESTRICTED PARTY ADDRESS] (the "Restricted Party").
2. Background and Consideration
The Restricted Party is [employed by / providing services to / selling a business to] the Company and will have access to the Company's confidential information, customer relationships, and goodwill. In exchange for the Restricted Party's promises in this Agreement, the Company provides the following consideration: [CONSIDERATION, e.g. employment, a signing payment of AMOUNT, a promotion, or part of the purchase price], which the Restricted Party acknowledges is adequate.
3. Enforceability Notice
The parties acknowledge that the enforceability of non-compete restrictions varies widely. Some jurisdictions ban or strictly limit them, particularly for employees, lower-paid workers, or certain professions, and some require specific notice, pay, or review periods. The parties intend this Agreement to apply only to the extent permitted by the law of [GOVERNING LAW JURISDICTION] and any law that applies to the Restricted Party.
4. Non-Compete Restriction
During the Restricted Party's [employment / engagement] and for [RESTRICTED PERIOD, e.g. twelve (12) months] after it ends for any reason (the "Restricted Period"), the Restricted Party shall not, within [GEOGRAPHIC AREA], directly or indirectly own, manage, operate, be employed by, or provide services to any business that [DESCRIBE COMPETING ACTIVITY, e.g. develops or sells PRODUCTS/SERVICES that compete with those the Company offered during the last twelve months of the relationship].
5. Permitted Activities
This Agreement does not prevent the Restricted Party from: (a) owning up to [PERCENT, e.g. two percent (2%)] of the publicly traded securities of any company; (b) working for a competitor in a role unrelated to [RELEVANT FUNCTION]; or (c) [OTHER EXCEPTIONS].
6. Confidentiality
The Restricted Party shall not use or disclose the Company's confidential information, including trade secrets, customer lists, pricing, and business plans, except as required to perform duties for the Company or as required by law. This obligation continues after the Restricted Period ends for as long as the information remains confidential.
7. Reasonableness and Modification
The Restricted Party agrees that the duration, area, and scope of the restrictions are reasonable and necessary to protect the Company's legitimate business interests. If a court finds any restriction too broad, the parties ask the court to modify it to the maximum extent enforceable, and if modification is not permitted, to sever it without affecting the rest of this Agreement.
8. Remedies
The Restricted Party acknowledges that a breach may cause the Company irreparable harm. The Company may seek injunctive relief in addition to any other remedies available by law. [OPTIONAL: The Restricted Period is extended by any period during which the Restricted Party is in breach, where permitted by law.]
9. Governing Law and General Terms
This Agreement is governed by the laws of [GOVERNING LAW JURISDICTION], except where mandatory law of the Restricted Party's place of work or residence applies. It is the entire agreement on its subject, may only be amended in writing signed by both parties, and may be assigned by the Company to a successor of its business.
10. Signatures
The Parties agree that this Agreement may be signed electronically and in counterparts, and that electronic signatures have the same effect as handwritten signatures. COMPANY: [COMPANY NAME] Signature: ____________________ Name: [SIGNATORY NAME] Title: [SIGNATORY TITLE] Date: [DATE] RESTRICTED PARTY: [RESTRICTED PARTY NAME] Signature: ____________________ Date: [DATE]