Legal Non-Compete Agreement
Legal Non-Compete Agreement
This Non-Compete Agreement (the "Agreement") is made and entered into as of [Month Day, Year] (the "Effective Date") by and between:
[Your Company Name], a corporation/limited liability company/partnership organized and existing under the laws of the State of [State], with its principal place of business located at [Your Company Address] ("Company");
and
[Employee/Contractor Name], an individual residing at [Employee/Contractor Address] ("Employee/Contractor").
RECITALS
WHEREAS, the Company is engaged in the business of providing digital marketing services, including but not limited to search engine optimization (SEO), pay-per-click (PPC) advertising, social media marketing, content creation, and email marketing. The Company has developed substantial goodwill, proprietary information, and relationships with clients, customers, and employees by delivering innovative and results-driven digital marketing solutions tailored to the unique needs of businesses across various industries;
WHEREAS, the Employee/Contractor has been or will be employed or engaged by the Company in a position of trust and confidence, providing them with access to the Company’s confidential information, trade secrets, and other valuable proprietary assets;
WHEREAS, the Company desires to protect its legitimate business interests, including but not limited to its confidential information, trade secrets, and goodwill, by preventing unfair competition and misuse of its resources;
NOW, THEREFORE, in consideration of the mutual promises and covenants contained herein, and for other good and valuable consideration, the receipt and sufficiency of which are hereby acknowledged, the parties hereto agree as follows:
1. NON-COMPETITION COVENANT
1.1 Scope of Non-Competition. The Employee/Contractor agrees that during the term of their employment/engagement with the Company and for a period of [0] months following the termination of their employment/engagement, regardless of the reason for termination (the "Non-Compete Period"), they shall not, directly or indirectly, engage in any of the following activities:
a) Competitive Activities. The Employee/Contractor agrees that during the Non-Compete Period, they shall not, directly or indirectly:
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Engage in, own, manage, operate, control, or participate in the ownership, management, operation, or control of any business or entity that provides digital marketing services, including but not limited to search engine optimization (SEO), pay-per-click (PPC) advertising, social media marketing, content marketing, email marketing, web design, and development, or any other services that are substantially similar to those provided by the Company.
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Be employed by, consult for, or provide services to any business or entity that offers or intends to offer digital marketing services, which directly competes with the Company’s offerings, within a [50-mile] radius of [City, State].
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Solicit or accept business from any client, customer, or prospective client or customer of the Company for the purpose of providing digital marketing services that are similar to or in competition with those offered by the Company.
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Provide strategic advice, planning, or operational support to any business that competes with the Company in the digital marketing industry, whether as an employee, independent contractor, consultant, advisor, or in any other capacity.
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Develop, market, or promote any products or services that are similar to, or intended to compete with, the digital marketing services offered by the Company, either independently or in association with any other business or entity.
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Own, invest in, or have any financial interest in any business or entity that is engaged in providing digital marketing services, except for ownership of less than [2]% of the outstanding shares of a publicly traded company that competes with the Company.
b) Solicitation of Clients. Solicit, attempt to solicit, or accept business from any client or customer of the Company, or any prospective client or customer with whom the Employee/Contractor had contact or about whom they acquired confidential information during their employment/engagement with the Company. This includes any clients or customers that the Company is actively seeking to engage, where the Employee/Contractor was involved in such efforts.
c) Solicitation of Employees or Contractors. Solicit, attempt to solicit, recruit, or hire any employee, independent contractor, or consultant of the Company to work for a competing business or to terminate their relationship with the Company, whether for the Employee/Contractor's own benefit or for the benefit of any other entity or individual.
d) Interference with Business Relationships. Interfere with or attempt to disrupt any relationship, contractual or otherwise, between the Company and any of its clients, customers, suppliers, vendors, partners, or other third parties.
2. CONFIDENTIALITY AND NON-DISCLOSURE
2.1 Definition of Confidential Information. For purposes of this Agreement, "Confidential Information" shall mean any and all non-public, proprietary, or confidential information of the Company, including but not limited to trade secrets, customer lists, marketing strategies, pricing information, business plans, financial information, and any other information that provides the Company with a competitive advantage. Confidential Information also includes any information that has been disclosed to the Company by third parties under obligations of confidentiality.
2.2 Obligation of Confidentiality. The Employee/Contractor acknowledges that they will have access to and knowledge of Confidential Information during the course of their employment/engagement. The Employee/Contractor agrees that during and after the term of their employment/engagement, they will not, without the prior written consent of the Company, disclose, use, or permit the use of any Confidential Information for any purpose other than the performance of their duties for the Company. This obligation shall remain in effect indefinitely, or until such time as the Confidential Information becomes public knowledge through no fault of the Employee/Contractor.
2.3 Return of Materials. Upon termination of the Employee/Contractor's employment/engagement with the Company, or at any time upon the Company’s request, the Employee/Contractor shall promptly return to the Company all documents, materials, and other items containing or relating to Confidential Information, including any copies, extracts, or summaries thereof, whether in tangible or electronic form.
3. CONSIDERATION AND REASONABLENESS OF RESTRICTIONS
3.1 Consideration. The Employee/Contractor acknowledges that the restrictions contained in this Agreement are supported by adequate and valuable consideration, including but not limited to the Employee/Contractor's continued employment or engagement with the Company, access to Confidential Information, and other benefits provided by the Company. The Employee/Contractor further acknowledges that the restrictions in this Agreement are reasonable and necessary to protect the legitimate business interests of the Company.
3.2 Reasonableness of Restrictions. The Employee/Contractor agrees that the restrictions set forth in this Agreement, including the time period, geographic scope, and scope of activities restricted, are reasonable in light of the nature of the Company’s business, the Employee/Contractor’s role within the Company, and the consideration provided by the Company. The Employee/Contractor acknowledges that these restrictions will not unduly interfere with their ability to earn a livelihood.
3.3 Severability and Modification. If any provision of this Agreement, or the application thereof, is found by a court of competent jurisdiction to be invalid or unenforceable, such provision shall be deemed modified to the extent necessary to make it enforceable. If no modification can render such provision enforceable, it shall be severed from the Agreement, and the remaining provisions shall remain in full force and effect. The parties agree that a court may enforce any modified provision to the maximum extent permissible under applicable law.
4. GOVERNING LAW AND DISPUTE RESOLUTION
4.1 Governing Law. This Agreement shall be governed by and construed in accordance with the laws of the State of [State], without regard to its conflicts of law principles. The Employee/Contractor agrees to submit to the jurisdiction of the state and federal courts located in [County, State] for the resolution of any disputes arising under or related to this Agreement.
4.2 Injunctive Relief. The Employee/Contractor acknowledges that a breach of any of the covenants contained in this Agreement may result in irreparable harm to the Company, for which monetary damages would be inadequate. Accordingly, the Company shall be entitled to seek injunctive relief, including temporary restraining orders, preliminary injunctions, and permanent injunctions, to enforce the provisions of this Agreement, in addition to any other remedies available at law or in equity.
4.3 Attorneys’ Fees. In the event of any dispute arising out of or related to this Agreement, the prevailing party shall be entitled to recover its reasonable attorneys' fees and costs from the non-prevailing party.
5. MISCELLANEOUS
5.1 Entire Agreement. This Agreement, together with any exhibits or schedules attached hereto, constitutes the entire agreement between the parties with respect to the subject matter hereof and supersedes all prior agreements, understandings, and communications, whether written or oral, relating to such subject matter. Any modifications or amendments to this Agreement must be in writing and signed by both parties.
5.2 Waiver. The failure of either party to enforce any right or provision of this Agreement shall not constitute a waiver of that right or provision, nor shall it prevent the party from enforcing that right or provision in the future.
5.3 Assignment. The Company may assign this Agreement, in whole or in part, to any successor or affiliate without the Employee/Contractor's consent. The Employee/Contractor may not assign their rights or obligations under this Agreement without the prior written consent of the Company.
5.4 Survival. The provisions of this Agreement that by their nature are intended to survive the termination of the Employee/Contractor's employment/engagement, including but not limited to the non-competition, confidentiality, and non-disclosure obligations, shall survive and continue in full force and effect after the termination of employment/engagement.
5.5 Headings. The headings used in this Agreement are for convenience only and shall not affect the interpretation of any provision of this Agreement.
6. SIGNATURES
IN WITNESS WHEREOF, the parties have executed this Non-Compete Agreement as of the Effective Date.
[Your Company Name]
By:
[Your Name]
[Title]
[Month Day, Year]
[Employee/Contractor Name]
By:
[Employee/Contractor Name]
[Month Day, Year]
