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Enter the full legal name of this party exactly as it appears on their ID or business registration.
Enter the full legal name of this party exactly as it appears on their ID or business registration.
A Non-Compete Agreement (Non-Competition Agreement) is the contractual restriction on an employee's or contractor's ability to work for competitors or start a competing business after leaving a company, for a defined period and within a defined geographic area. The FTC issued a rule in 2024 banning most employee non-competes; however, that rule's status has been contested in court. Regardless of federal rules, non-competes remain broadly enforceable in certain states (Texas, Florida, New York) and unenforceable in others (California, Minnesota, North Dakota). California-based employees should not sign non-competes. This form includes a reasonableness analysis that courts require: scope, duration, and geographic limits must be narrowly tailored to protect legitimate business interests. Fill out this free non-compete agreement template online, e-sign it digitally, and download a legally valid PDF. no account or lawyer needed. Sections: Parties, Non-Compete Terms.
IMPORTANT LEGAL NOTICE: Non-compete agreements are unenforceable in California, Minnesota, North Dakota, and certain other jurisdictions, regardless of which state's law the parties select. The FTC has also proposed rules limiting non-competes for certain employees. Both parties should consult legal counsel familiar with the applicable state law before executing this Agreement.
This Non-Compete Agreement (the "Agreement") is entered into as of ______________ by and between ______________, located at ______________ (the "Company"), and ______________, located at ______________ (the "Employee"), serving as ______________.
In consideration of ______________, and other good and valuable consideration, the receipt and sufficiency of which are hereby acknowledged, the parties agree as follows:
Employee/Contractor acknowledges that: (a) Company has legitimate business interests justifying non-compete protection, including trade secrets, proprietary business information, customer relationships, goodwill, and specialized training; (b) Company's business is: ______________; (c) Employee/Contractor will have access to, and will develop, Company's Confidential Information, customer relationships, and business goodwill during the engagement; and (d) disclosure of such information to a competitor would cause irreparable harm to Company.
During the term of the engagement and for a period of 12 months following the voluntary or involuntary termination of the engagement for any reason (the "Restricted Period"), Employee/Contractor shall not, within the following geographic scope: ______________, directly or indirectly: ______________ (the "Restricted Activity"). The Restricted Activity includes owning, managing, operating, controlling, consulting for, or being employed by any entity engaged in the Restricted Activity, except as a passive investor owning less than 2% of the publicly traded stock of a company.
Employee/Contractor acknowledges that the restrictions in this Agreement are reasonable and necessary to protect Company's legitimate business interests, and that: (a) the duration of 12 months is the minimum necessary to protect Company's interests; (b) the geographic scope is limited to the area in which Company actively competes; and (c) the restricted activities are narrowly tailored to cover only activities that directly compete with Company's business. If any court finds any restriction overly broad, it is agreed that the court may modify the restriction to the minimum necessary for enforceability (blue-penciling).
During the Restricted Period, Employee/Contractor shall not: (a) solicit, induce, or recruit any employee, contractor, or consultant of Company to leave Company's employ; or (b) solicit or divert any customer or prospective customer of Company with whom Employee/Contractor had contact during the preceding 24 months, for the purpose of providing products or services that compete with Company's business.
Employee/Contractor agrees that breach of this Agreement would cause irreparable harm to Company for which monetary damages would be inadequate, and that Company shall be entitled to seek injunctive relief and specific performance in addition to all other remedies, without the necessity of proving actual damages or posting a bond.
This Agreement shall be governed by and construed in accordance with the laws of the State of ______________, without regard to its conflict-of-laws principles.
EMPLOYEE/CONTRACTOR ACKNOWLEDGES THAT THEY HAVE READ AND UNDERSTOOD THIS AGREEMENT, HAVE HAD THE OPPORTUNITY TO CONSULT LEGAL COUNSEL, AND UNDERSTAND THAT THIS AGREEMENT LIMITS THEIR FUTURE EMPLOYMENT OPPORTUNITIES.