NONCOMPETITION CONTRACT
(Upon Termination)
IN CONSIDERATION OF EMPLOYMENT AND OTHER VALUABLE
CONSIDERATION that is acknowledged, the undersigned, ____________________,
(hereinafter "Employee") shall not engage in a business in any manner
similar to, or in competition with, ______________________ (hereinafter the
"Company") or the Company's affiliated businesses during the term of
his or her employment.
Furthermore, the Employee shall not engage in a
business in any manner similar to, or in competition with, the Company's
business for a period of _______ ( ____ ) years from the date of termination of
his or her employment with the Company in the geographical area within a
________ ( ___ ) mile radius of any present or future office opened by the
Company during the term of employment, and the geographical area within a
________ ( ____ ) mile radius of the Employee's home address.
For the purpose of this agreement, the Employee
shall be regarded as engaging in a "business in any manner similar to, or
in competition with, the Company's business" if, directly or as an
independent contractor or employee of any business, the Employee is engaged in
the business of _______________________ or such other business or businesses as
the Company is engaged in either individually or as part of some other business
entity or affiliate during the term of the Employee's employment by the
Company.
The Employee shall not request any customers of any
business then being conducted or contemplated by the Company or its affiliates
to curtail or cancel their business with the business or its affiliates.
The Employee shall not disclose to any person, firm,
or corporation any trade, technical or technological secrets, any details of
organizations or business affairs, any names of past or present customers of
the Company or its affiliates or any other information relating to the business
or businesses or their affiliates.
The Employee shall not solicit, canvass, or accept
any business or transaction for any other person, firm, corporation, or
business similar to any business of the Company or its affiliates.
The Employee shall not induce, or attempt to
influence, any employee of the Company or its affiliates to terminate
employment with the Company or its affiliates or to enter into any employment
or other business relationship with any other person (including the Employee),
firm, or corporation.
The Employee shall not act or conduct himself or
herself in any manner that he or she shall have reason to believe is inimical
or contrary to the best interests of the Company or its affiliates.
The Employee shall not perform any act in violation
hereof through any other person or entity, or through any plan, scheme, or
design calculated to circumvent the requirements hereof.
The Employee acknowledges and agrees that the above
restriction is reasonable as to duration and geography, that it is fully
enforceable, and waives any objection thereto and covenants to institute no
suit or proceeding or otherwise advance any position or contention to the
contrary.
The Employee recognizes that immediate and
irreparable damage will result to the Company if the Employee breaches any of
the terms and conditions of this agreement and, accordingly, the Employee
hereby consents to the entry of temporary, preliminary, and permanent
injunctive relief by any court of competent jurisdiction against him or her to
restrain any such breach in addition to any other remedies or claims for money
damages that the Company may seek; and the Employee agrees to render an
equitable accounting of all earnings, profits and other benefits arising from
such violations; and to pay all costs and counsel fees incurred by the Company
in enforcing this agreement, which rights shall be cumulative.
The Employee represents and warrants to the Company
that his or her experience and capabilities are such that he or she can obtain
employment in business without breaching the terms and conditions of this
agreement and that his or her obligations under the provisions of this
agreement (and the enforcement thereof by injunction or otherwise) will not
prevent him or her from earning a livelihood.
The existence of any claim or cause of action of the
Employee against the Company, whether predicated on this agreement or
otherwise, shall not constitute a defense to the enforcement by the Company of
this covenant.
In the event that the Employee is in breach of any
of the provisions of this agreement as set forth above, the period of
proscription from doing the act or acts that constitute a breach of this
agreement shall be extended for a period of _____________ ( ____ ) years from
the date that the Employee ceased, whether voluntarily or by court order, to
engage in or do said actions.
The Employee recognizes and agrees that the Company
does not have a remedy at law adequate to protect the Company's rights and
interests as set forth in this agreement, and the Employee therefore agrees
that the Company shall have the right to an injunction enjoining the Employee
from violating the provisions of this agreement. Nothing herein contained shall
be construed as prohibiting the Company from pursuing any other remedies
available to the Company for such breach or threatened breach.
If any action at law or equity is necessary to
enforce or interpret the terms of this agreement, the Employee agrees to pay
the Company reasonable attorney fees, costs, and necessary disbursements, in
addition to any other relief and/or damages to which the Company may be
entitled.
In the event that a court of competent jurisdiction
determines that this covenant not to compete is unenforceable in whole or in
part for any reason, including, without limitation, the duration, scope, and
remedies set forth above, then same shall not be void, but rather shall be
enforced to the extent that same is deemed to be enforceable by said court, as
if originally executed in that form by the parties hereto.
Service of all notice under this agreement shall be
sufficient if made by registered mail to the specific party involved herein at
his or her respective address hereinafter set forth or as such party may provide
from time to time in writing:
For the Company: __________________________
For the Employee: __________________________
This agreement constitutes the entire agreement
between the parties hereto and supersedes all prior negotiations,
understandings and agreements, whether oral or written, of any nature
whatsoever with respect to the term of employment that is the subject matter
hereof, and there are no representations, warranties, understandings or
agreements other than those expressly set forth herein between the Company and
the Employee.
This agreement is not to be changed, modified or
terminated unless it is changed in writing, and signed by the parties hereto.
The validity, interpretation, construction and
enforcement of this agreement shall be governed by the laws of the State of
________________________.
The invalidity or unenforceability of any particular
provision of this agreement shall not affect the other provisions hereto, and
the agreement shall be construed in all respects as though such invalid or
unenforceable provision were omitted.
IN WITNESS WHEREOF, the parties hereto acknowledge,
understand, and agree to this agreement. The parties understand and intend to
be bound by all of the clauses contained in this document and further certify
that they have received signed copies of this agreement on this date.
Employee: ___________________________
For the Company: _____________________
(Notary Public)
ACKNOWLEDGMENT
This acknowledgment shall be attached to and
considered part of the employment agreement executed this date by and between
_________________ Company and the Employee, ___________________.
The Employee recognizes, understands and
specifically agrees to the _________ ( ___ ) year restrictive covenant
contained in the foregoing agreement.
The Employee further acknowledges that said __________( ____ ) year
restrictive covenant and the geographical limitations set forth therein is
reasonable.
I UNDERSTAND AND AGREE THAT I WILL NOT COMPETE IN
ANY MANNER AGAINST THE COMPANY, DIRECTLY OR INDIRECTLY FOR A PERIOD OF
_______________ ( ____ ) YEARS FROM THE TIME I LEAVE, VOLUNTARILY OR BY
TERMINATION, THE EMPLOYMENT OF THE COMPANY .
I understand that my employment with the Company is
absolutely conditioned upon execution of this Acknowledgment and
agreement. I have fully read,
understand and agree to be bound by the attached agreement and this
Acknowledgment. I, ____________________, hereby further
acknowledge and confirm that I have read and understand the foregoing
agreement. I understand that I have the
right and the time to have this agreement reviewed by legal counsel of my
choice but decline to do so.
IN WITNESS WHEREOF, and intending to be legally
bound hereby, the Employee has set his or her hand and seal on this __________
day of ________ (month), ____ (year), and hereby acknowledges, understands and
agrees to the above.
Employee: _________________________
Notary Public: ______________________
