Non-competition and non-solicitation agreements (NCNSAs) are legal contracts signed by employees or independent contractors that restrict their ability to work for or solicit clients of a competitor after leaving their current position. These agreements are common in many industries, including technology, finance, and healthcare, and are often necessary to protect a company`s intellectual property and client relationships.
If you`re considering implementing a NCNSA in your business, it`s important to understand the key components of the agreement and ensure that it is legally enforceable. Below is a sample NCNSA template that can be adapted to fit your specific needs:
NON-COMPETITION AND NON-SOLICITATION AGREEMENT
This Non-Competition and Non-Solicitation Agreement (the «Agreement») is made and entered into on [DATE] by and between [COMPANY NAME] (the «Employer») and [EMPLOYEE NAME] (the «Employee»), collectively referred to as «Parties.»
WHEREAS, Employee acknowledges that during his/her employment with the Employer, he/she will have access to confidential information, trade secrets, and other proprietary information;
WHEREAS, Employee acknowledges that such information is vital to the success of Employer`s business and must be protected from unauthorized use or disclosure;
WHEREAS, Employee agrees to certain restrictions on his/her activities following termination of employment with Employer, in return for consideration provided by Employer in the form of employment with Employer;
NOW, THEREFORE, in consideration of the premises and the mutual covenants herein contained, the Parties agree as follows:
1. Post-Termination Restrictions
Following the termination of Employee`s employment or services with Employer, Employee agrees to the following restrictions:
a. Non-Competition: Employee shall not, for a period of [DURATION], directly or indirectly, engage in the same, similar, or related business activity as Employer, or any of its affiliates, within the geographic area of [LOCATION] (the «Restricted Territory»).
b. Non-Solicitation: Employee shall not, for a period of [DURATION], directly or indirectly, solicit or attempt to solicit any clients, customers, or business contacts of Employer, or any of its affiliates, within the Restricted Territory.
The restrictions set forth in section 1 shall not apply if:
a. Employee receives written consent from Employer to engage in the same, similar, or related business activity as Employer, or any of its affiliates, within the Restricted Territory; or
b. Employee receives written consent from Employer to solicit or attempt to solicit clients, customers, or business contacts of Employer, or any of its affiliates, within the Restricted Territory.
Employee acknowledges that a breach of any of the provisions of this Agreement will cause Employer irreparable harm for which monetary damages may not be an adequate remedy. In the event of a breach or threatened breach of this Agreement, Employer shall be entitled, in addition to any other rights and remedies available to it at law or in equity, to injunctive relief to enforce the provisions of this Agreement.
4. Governing Law
This Agreement shall be governed by and construed in accordance with the laws of the state of [STATE], without reference to its conflicts of law provisions.
5. Entire Agreement
This Agreement constitutes the entire agreement between the Parties and supersedes all prior or contemporaneous negotiations, understandings, and agreements, whether oral or written, relating to the subject matter of this Agreement.
IN WITNESS WHEREOF, the Parties have executed this Agreement as of the date first above written.[EMPLOYEE NAME]: ___________________________ [COMPANY NAME]: ___________________________
As with any legal document, it is recommended that you consult with a lawyer before implementing a NCNSA in your business. By using a well-crafted NCNSA, you can protect your company`s intellectual property and valuable client relationships while also clearly outlining the terms of the agreement for your employees or independent contractors.