Non-Compete Agreement - Alaska

EMPLOYEE NON-COMPETE AGREEMENT

(Alaska – Comprehensive Template)

TABLE OF CONTENTS

I. Document Header
II. Definitions
III. Operative Provisions
IV. Representations & Warranties
V. Covenants & Restrictions
VI. Default & Remedies
VII. Risk Allocation
VIII. Dispute Resolution
IX. General Provisions
X. Execution Block

I. DOCUMENT HEADER

1. Parties; Effective Date
   This Employee Non-Compete Agreement (the “Agreement”) is entered into effective as of [EFFECTIVE DATE] (the “Effective Date”) by and between:
   (a) [EMPLOYER LEGAL NAME], an [Alaska corporation/LLC/other], with its principal place of business at [ADDRESS] (“Employer”); and
   (b) [EMPLOYEE NAME], an individual residing at [ADDRESS] (“Employee”).
   Employer and Employee are each a “Party” and together the “Parties.”

2. Recitals
   A. Employer is engaged in the business of [BRIEF DESCRIPTION OF BUSINESS] (the “Business”) and has invested substantial resources in developing confidential information, trade secrets, and customer goodwill.
   B. Employee will occupy a position of trust and confidence and will be exposed to Employer’s Confidential Information (as defined below).
   C. Employer desires to protect its legitimate business interests, and Employee desires to accept or continue employment subject to the terms of this Agreement.
   D. Consideration. In exchange for [INITIAL EMPLOYMENT / PROMOTION / NEW DUTIES], a one-time payment of [CONSIDERATION AMOUNT], and access to specifically identified Confidential Information (collectively, the “Consideration”), the Parties agree as follows. Alaska counsel should confirm that the selected consideration supports this Agreement.
   E. Narrow-tailoring finding. The Parties intend the restrictions below to address unfair competitive use of Employer-specific information or relationships, not ordinary competition or Employee's general skill and experience.

II. DEFINITIONS

For purposes of this Agreement, capitalized terms have the meanings set forth below and apply equally to singular and plural forms.

“Affiliate” means, with respect to any entity, any other entity that directly or indirectly controls, is controlled by, or is under common control with such entity.

“Competitive Business” means any business that, during the Restricted Period, offers or intends to offer products or services that are the same as or similar to, and competitive with, the Business or any material portion thereof.

“Competitive Services” means the following specifically identified duties Employee materially performed for Employer during the [12] months preceding the Termination Date: [DESCRIBE NARROWLY]. It excludes duties based only on Employee's general training, knowledge, skill, or experience.

“Confidential Information” has the meaning set forth in Section 3.2.

“Restricted Period” means the period beginning on the Termination Date and ending [NUMBER] months thereafter.

“Restricted Territory” means [SPECIFIC LOCATIONS OR CUSTOMER MARKET IN WHICH EMPLOYEE MATERIALLY WORKED].

III. OPERATIVE PROVISIONS

3.1 Employment Status
Nothing in this Agreement alters Employee’s [at-will / contract for term] employment status unless expressly stated in a separate written agreement signed by the Parties.

3.2 Confidential Information
(a) Definition. “Confidential Information” includes, without limitation, trade secrets, business plans, customer lists, pricing strategies, technical data, and other proprietary information not generally known outside Employer.
(b) Nondisclosure. Employee shall hold Confidential Information in strict confidence both during and after employment and shall not, without Employer’s prior written consent, disclose or use Confidential Information for any purpose other than the performance of Employee’s duties.

3.3 Consideration Mechanics
The Consideration specified in Section 1.D will be paid or provided to Employee within [NUMBER] days after the Effective Date, subject to applicable payroll withholding.

IV. REPRESENTATIONS & WARRANTIES

4.1 Employee Representations
(a) Ability to Contract. Employee represents that execution and performance of this Agreement will not violate any obligation to a third party, including any restrictive covenant.
(b) Review Opportunity. Employee acknowledges receiving the Agreement on [DATE] and having an opportunity to consult counsel before signing.

4.2 Employer Representations
Employer represents that it has full power and authority to enter into and perform this Agreement and that doing so is necessary for the protection of its legitimate business interests.

4.3 Survival
The representations and warranties in this Section IV survive termination of employment for the duration of the Restricted Period.

V. COVENANTS & RESTRICTIONS

5.1 Non-Competition Covenant
During the Restricted Period, Employee shall not, within the Restricted Territory, directly or indirectly:
(a) perform Competitive Services for a Competitive Business;
(b) consult with or advise a Competitive Business by performing Competitive Services.

Passive ownership of less than [2]% of a publicly traded company is not prohibited.

5.2 Non-Solicitation of Customers
During the Restricted Period, Employee shall not solicit competitive business from a customer with whom Employee had material business contact, or about whom Employee received protectable Confidential Information, during the [12] months preceding the Termination Date.

5.3 Non-Solicitation of Employees
During the Restricted Period, Employee shall not directly solicit an employee with whom Employee worked materially during the last [12] months of employment to leave Employer for a Competitive Business. General advertisements and responses not initiated by Employee are excluded.

5.4 Return of Property
Upon termination of employment, Employee shall promptly deliver to Employer all property and materials containing Confidential Information.

5.5 Blue-Pencil; Reformation
Under Data Management, a court may reasonably alter an overbroad covenant only if the covenant was drafted in good faith; Employer bears the burden of proving good faith. The Parties request only the narrowest alteration consistent with their original intent.

VI. DEFAULT & REMEDIES

6.1 Events of Default
A breach or threatened breach by Employee of any covenant in Section V constitutes an immediate event of default (“Default”).

6.2 Notice; Cure
Upon Default, Employer may deliver written notice specifying the nature of the breach. If the breach is capable of cure, Employee shall have [5] calendar days to cure; provided, however, that Employer need not provide an opportunity to cure in the event of willful misconduct or disclosure of trade secrets.

6.3 Primary Remedy – Injunctive Relief
Employer may seek temporary, preliminary, or permanent injunctive relief upon the proof and security, if any, required by applicable law. This clause does not establish irreparable harm or waive any defense.

6.4 Additional Remedies
Employer may seek proven contract damages and other relief available under applicable law. The prevailing Party may seek reasonable attorneys' fees only if a court or arbitrator determines that this contractual fee provision is enforceable.

VII. RISK ALLOCATION

7.1 No Automatic Risk Transfer
Nothing in this Agreement creates an employee indemnity, an automatic damages measure, or an insurance obligation. Any recovery must be authorized by the Agreement and applicable law and supported by proof.

VIII. DISPUTE RESOLUTION

8.1 Governing Law
This Agreement and all disputes arising under it are governed by the laws of the State of Alaska, without regard to conflict-of-law principles.

8.2 Forum Selection
The Parties submit to the exclusive jurisdiction of the state courts located in [COUNTY], Alaska for any action relating to this Agreement, except as provided in Section 8.4.

8.3 Jury Trial Waiver
[OPTIONAL – delete if not desired] EACH PARTY KNOWINGLY AND VOLUNTARILY WAIVES ITS RIGHT TO A TRIAL BY JURY IN ANY LITIGATION ARISING OUT OF OR RELATING TO THIS AGREEMENT.

8.4 Arbitration
[OPTIONAL – select ONE]
(a) If elected by Employer in its sole discretion, any dispute (other than a request for injunctive relief) shall be finally resolved by binding arbitration administered by [AAA/JAMS] in [CITY], Alaska under its Employment Arbitration Rules.
(b) If no election is made, all disputes shall be resolved in state court per Section 8.2.

8.5 Injunctive Relief Notwithstanding Arbitration
Employer may seek injunctive relief in court notwithstanding the existence of an arbitration provision.

IX. GENERAL PROVISIONS

9.1 Amendments; Waivers
No amendment or waiver of this Agreement is effective unless in a written instrument signed by both Parties. A waiver on one occasion is not a waiver on any subsequent occasion.

9.2 Assignment
(a) Employer may assign this Agreement to any successor in interest.
(b) Employee may not assign any rights or delegate any duties without Employer’s prior written consent.

9.3 Successors & Assigns
This Agreement binds and inures to the benefit of the Parties and their respective successors, assigns, heirs, and legal representatives.

9.4 Severability
If a provision is held invalid or unenforceable, the remaining provisions remain effective only to the extent they can operate independently. Any alteration of a restrictive covenant is governed by Section 5.5.

9.5 Integration; No Reliance
This Agreement, together with any confidentiality or proprietary information agreement between the Parties, constitutes the entire agreement with respect to the subject matter and supersedes all prior negotiations and understandings. The Parties acknowledge they have not relied on any representation not set forth herein.

9.6 Counterparts; Electronic Signatures
This Agreement may be executed in counterparts, each of which is deemed an original, and all of which constitute one instrument. Signatures transmitted by electronic means (e.g., PDF, DocuSign) are binding.

X. EXECUTION BLOCK

IN WITNESS WHEREOF, the Parties have executed this Employee Non-Compete Agreement as of the Effective Date.

Sources and References

• Alaska Bar Association, July 2006 Contracts grader's guide (summarizing Data Management and Metcalfe): https://admissions.alaskabar.org/2006-jul-contracts
• Data Management, Inc. v. Greene, 757 P.2d 62 (Alaska 1988): https://law.justia.com/cases/alaska/supreme-court/1988/s-2333-1.html
• Metcalfe Investments, Inc. v. Garrison, 919 P.2d 1356 (Alaska 1996): https://law.justia.com/cases/alaska/supreme-court/1996/s-6772-1.html