Employee Non-Compete Agreement
THIS EMPLOYEE NON-COMPETE AGREEMENT ("Agreement") is
made as of ____________________, by and between
Employee desires to give, and Employer desires to receive from Employee, a covenant not to engage,
either directly or indirectly, in competition with, or to solicit any customer, client, or account of,
The Employer and Employee desire to set forth in writing the terms and conditions of their agreements
NOW, THEREFORE, in consideration of the foregoing, of the mutual promises herein contained, and
of other good and valuable consideration, the receipt and sufficiency of which are hereby
acknowledged, the parties hereto, intending legally to be bound, hereby agree as follows:
1. Covenants Against Competition.
Employee acknowledges that the services to be rendered to Employer have a significant and material
value to Employer, the loss of which cannot adequately be compensated by damages alone. In view of
the significant and material value to Employer of the services of Employee for which Employer has
employed Employee; and the confidential information obtained by or disclosed to Employee as an
employee of Employer; and as a material inducement to Employer to employ Employee and to pay to
Employee compensation for such services to be rendered for Employer by Employee (it being
understood and agreed by the parties hereto that such non-competition shall also be paid for and
received in consideration hereof), Employee covenants and agrees as follows:
A. During Employee's employment by Employer and for a period of three years after Employee ceases
to be employed by Employer, Employee shall not within sixty miles directly or indirectly, either for
Employee's own account or as a partner, shareholder (other than shares regularly traded in a recognized
market), officer, employee, agent or otherwise, be employed by, connected with, participate in, consult
or otherwise associate with any other business, enterprise or venture that is the same as, similar to or
competitive with Employer. By way of example, and not as a limitation, the foregoing shall preclude
Employee from soliciting business or sales from, or attempting to convert to other sellers or providers of
the same or similar products or services as provided by Employer, any customer, client or account of
Employer with which Employee has had any contact during the term of employment.
B. During employment and for a period of three years thereafter, Employee shall not, directly or
indirectly, solicit for employment or employ any employee of Employer.
C. During employment, and thereafter for three years, Employee shall not disclose to anyone any
Confidential Information. For the purposes of this Agreement, "Confidential Information" shall include
any of Employer's confidential, proprietary or trade secret information that is disclosed to Employee or
Employee otherwise learns in the course of employment such as, but not limited to, business plans,
customer lists, financial statements, software diagrams, flow charts and product plans. Confidential
Information shall not include any information which; (i) is or becomes publicly available through no act
of Employee, (ii) is rightfully received by Employee from a third party without restrictions; or (iii) is
independently developed by Employee.
2. At Will.
Employee acknowledges that Employee's employment is "at will", subject to applicable law, and that