This Non-Compete Agreement ("Agreement") is entered into on June 4, 2025 between [COMPANY NAME], a [COMPANY TYPE] ("Company"), and [EMPLOYEE NAME], an individual ("Employee").

RECITALS

WHEREAS, Company is engaged in the business of [DESCRIPTION OF BUSINESS]; and

WHEREAS, Employee is employed by Company in the position of [EMPLOYEE POSITION/TITLE] and will have access to confidential information, trade secrets, customer relationships, and other proprietary assets of Company; and

WHEREAS, Company has invested substantial time, effort, and resources in developing its business, customer relationships, proprietary methods, and competitive advantages; and

WHEREAS, Company desires to protect its legitimate business interests by restricting Employee's ability to compete with Company during and after the employment relationship;

NOW, THEREFORE, in consideration of Employee's employment and continued employment with Company, and the compensation and benefits provided to Employee, the parties agree as follows:

1. NON-COMPETITION COVENANT

1.1 Restriction Period. Employee agrees that during the term of employment and for a period of [RESTRICTION PERIOD] months following the termination of Employee's employment with Company for any reason ("Restriction Period"), Employee shall not, directly or indirectly:

a) Engage in, own, manage, operate, control, be employed by, participate in, or be connected in any manner with the ownership, management, operation, or control of any business that competes with Company's business;

b) Provide services to any competitor of Company in any capacity that is the same or substantially similar to Employee's position with Company;

c) Solicit, encourage, or attempt to solicit any employee of Company to leave Company's employ or to accept employment with any competitor of Company.

2. GEOGRAPHIC SCOPE

2.1 Geographic Limitations. The restrictions set forth in Section 1 shall apply within the following geographic area: [GEOGRAPHIC SCOPE - e.g., within 50 miles of Company's headquarters, within the State of [STATE], within the United States].

2.2 Scope Justification. The geographic scope is reasonable and necessary to protect Company's legitimate business interests, including customer relationships, market presence, and competitive advantages within the specified area.

3. DEFINITION OF COMPETING BUSINESS

3.1 Competing Business. For purposes of this Agreement, "competing business" means any business that:

a) Provides products or services that are the same as or substantially similar to those provided by Company;

b) Targets the same or substantially similar customer base as Company;

c) Operates in the same industry or market segment as Company;

d) Specifically includes: [SPECIFIC COMPETING BUSINESSES OR ACTIVITIES].

4. NON-SOLICITATION OF CUSTOMERS

4.1 Customer Non-Solicitation. During the Restriction Period, Employee shall not, directly or indirectly:

a) Solicit, contact, or attempt to contact any customer or client of Company for the purpose of offering products or services competitive with those offered by Company;

b) Divert or attempt to divert any business opportunity from Company;

c) Interfere with Company's relationships with its customers, clients, suppliers, or business partners.

4.2 Customer Definition. "Customer" means any person or entity that purchased products or services from Company during the [TIME PERIOD] months prior to Employee's termination, or any prospective customer with whom Company was actively negotiating during such period.

5. NON-SOLICITATION OF EMPLOYEES

5.1 Employee Non-Solicitation. During the Restriction Period, Employee shall not, directly or indirectly:

a) Solicit, recruit, hire, or attempt to hire any employee of Company;

b) Encourage any employee of Company to leave Company's employment;

c) Assist any third party in soliciting or recruiting any employee of Company.

5.2 Employee Definition. "Employee" means any person employed by Company at the time of Employee's termination or during the [TIME PERIOD] months prior to such termination.

6. CONFIDENTIAL INFORMATION

6.1 Confidentiality Obligations. Employee acknowledges that during employment, Employee will have access to confidential and proprietary information of Company, including but not limited to:

a) Customer lists, contact information, and purchasing histories;

b) Pricing information, cost structures, and financial data;

c) Marketing strategies, business plans, and operational procedures;

d) Technical information, trade secrets, and proprietary methods;

e) [SPECIFIC CONFIDENTIAL INFORMATION].

6.2 Non-Disclosure. Employee agrees to maintain the confidentiality of all such information and not to use or disclose such information except as required in the performance of Employee's duties for Company.

7. CONSIDERATION AND ACKNOWLEDGMENTS

7.1 Consideration. Employee acknowledges that the consideration for this Agreement includes:

a) Initial or continued employment with Company;

b) Access to Company's confidential information and training;

c) Compensation and benefits provided by Company;

d) [ADDITIONAL CONSIDERATION].

7.2 Reasonableness. Employee acknowledges that the restrictions contained in this Agreement are reasonable in scope, duration, and geographic area, and are necessary to protect Company's legitimate business interests.

8. REMEDIES AND ENFORCEMENT

8.1 Equitable Relief. Employee acknowledges that any breach of this Agreement would cause irreparable harm to Company for which monetary damages would be inadequate. Therefore, Company shall be entitled to seek equitable relief, including temporary and permanent injunctive relief, without prejudice to any other rights or remedies Company may have.

8.2 Monetary Damages. In addition to equitable relief, Company may seek monetary damages for any breach of this Agreement, including but not limited to lost profits, costs of enforcement, and reasonable attorneys' fees.

8.3 Extension of Restriction Period. If Employee breaches any provision of this Agreement, the Restriction Period shall be extended by the duration of such breach.

9. SEVERABILITY AND MODIFICATION

9.1 Severability. If any provision of this Agreement is held to be unenforceable, the remaining provisions shall remain in full force and effect. If any restriction is deemed overbroad in scope, duration, or geographic area, the court may modify such restriction to make it reasonable and enforceable.

9.2 Blue Pencil Doctrine. The parties intend that if any restriction is found to be unenforceable, a court may modify the restriction to the maximum extent permitted by law to make it enforceable.

10. MISCELLANEOUS PROVISIONS

10.1 Governing Law. This Agreement shall be governed by and construed in accordance with the laws of [GOVERNING LAW STATE], without regard to its conflict of law principles.

10.2 Jurisdiction. Any disputes arising under this Agreement shall be subject to the exclusive jurisdiction of the state and federal courts located in [JURISDICTION].

10.3 Entire Agreement. This Agreement constitutes the entire agreement between the parties with respect to the subject matter hereof and supersedes all prior or contemporaneous oral or written agreements relating to non-competition.

10.4 Amendment. This Agreement may only be amended by a written instrument signed by both parties.

10.5 Survival. The obligations set forth in this Agreement shall survive the termination of Employee's employment with Company.