EMPLOYEE NON-COMPETITION AGREEMENT

(Arkansas)

[// GUIDANCE: Carefully review state-specific requirements and tailor bracketed placeholders before finalizing.]

I. DOCUMENT HEADER

This Employee Non-Competition Agreement (this “Agreement”) is made and entered into as of [EFFECTIVE DATE] (the “Effective Date”) by and between:

1. [EMPLOYER LEGAL NAME], a [STATE OF INCORPORATION] [ENTITY TYPE] with its principal place of business at [EMPLOYER ADDRESS] (“Employer”); and
2. [EMPLOYEE FULL NAME], an individual residing at [EMPLOYEE ADDRESS] (“Employee”).

Employer and Employee are each a “Party” and collectively the “Parties.”

Recitals

A. Employer is engaged in [GENERAL DESCRIPTION OF BUSINESS ACTIVITIES] (the “Business”).
B. Employee is or will be employed as [POSITION TITLE], and will gain access to Employer’s Confidential Information and customer goodwill.
C. Employer has legitimate business interests that Arkansas law allows it to protect through reasonable restrictive covenants supported by adequate consideration.
D. Employee acknowledges that (i) continued employment, (ii) specialized training, and (iii) [ADDITIONAL CONSIDERATION, IF ANY] constitute good and valuable consideration for the covenants herein.

NOW, THEREFORE, in consideration of the mutual covenants and promises contained herein, the Parties agree as follows.

TABLE OF CONTENTS

1. Definitions
2. Operative Provisions
3. Representations & Warranties
4. Covenants & Restrictions
5. Default & Remedies
6. Risk Allocation
7. Dispute Resolution
8. General Provisions
9. Execution Block

1. DEFINITIONS

For purposes of this Agreement, capitalized terms have the meanings set forth below.

1.1 “Affiliate” – any entity controlling, controlled by, or under common control with a Party.
1.2 “Business” – as defined in Recital A.
1.3 “Cause” – [DEFINE OR CROSS-REFERENCE EMPLOYMENT AGREEMENT].
1.4 “Competing Business” – any person or entity that engages in the Business (or substantially similar activities) within the Restricted Territory during the Restricted Period.
1.5 “Confidential Information” – all non-public information regarding Employer’s business, including Trade Secrets, customer lists, pricing, financial data, and marketing plans.
1.6 “Protected Work Product” – all inventions, works of authorship, developments, or improvements conceived or created by Employee in connection with employment.
1.7 “Restricted Period” – the period beginning on the Date of Termination and ending [NUMBER] months thereafter. [// GUIDANCE: Arkansas law presumes two (2) years or less to be reasonable—insert 24 or fewer months unless facts justify a longer term.]
1.8 “Restricted Territory” – [SPECIFIC GEOGRAPHIC AREA]. [// GUIDANCE: Limit territory to areas where Employee actually worked or had customer contact.]
1.9 “Trade Secrets” – information meeting the definition of a trade secret under Arkansas law and maintained as such by Employer.

2. OPERATIVE PROVISIONS

2.1 Employment Relationship. Unless otherwise provided in a separate written agreement, employment is at will.

2.2 Consideration. Employee acknowledges that the consideration described in Recital D is sufficient to support the covenants herein.

2.3 Condition Precedent. The enforceability of Section 4 is conditioned upon Employer’s delivery of the consideration set forth in Section 2.2.

3. REPRESENTATIONS & WARRANTIES

3.1 Authority. Each Party has full power to execute and perform this Agreement.

3.2 No Conflicts. Employee is not bound by any prior agreement that conflicts with Employee’s obligations hereunder.

3.3 Accuracy of Information. All information supplied by Employee in connection with hiring is true and complete.

3.4 Survival. The representations and warranties in this Section 3 survive termination of employment.

4. COVENANTS & RESTRICTIONS

4.1 Non-Competition. During the Restricted Period, Employee shall not, within the Restricted Territory, directly or indirectly:
a. own, manage, operate, or control;
b. be employed by or render services to; or
c. invest in or lend money to
any Competing Business.

4.2 Non-Solicitation of Customers. During the Restricted Period, Employee shall not solicit or accept business from any customer or actively-sought prospective customer with whom Employee had material contact during the twenty-four (24) months preceding the Date of Termination for products or services competitive with the Business.

4.3 Non-Solicitation of Personnel. During the Restricted Period, Employee shall not induce or attempt to induce any employee, contractor, or agent of Employer to terminate or diminish his, her, or its relationship with Employer.

4.4 Confidentiality. Employee shall hold all Confidential Information in strictest confidence and use it solely for Employer’s benefit.

4.5 Non-Disparagement. Employee shall not make any false or disparaging statements regarding Employer or its Affiliates.

4.6 Return of Property. Upon Employer’s request or upon termination of employment, Employee shall immediately return all Employer property and documents (tangible or electronic).

4.7 Works Made for Hire. All Protected Work Product is “work made for hire”; to the extent not so deemed, Employee hereby assigns all right, title, and interest therein to Employer.

4.8 Monitoring. Employer may reasonably monitor compliance and require written certification thereof.

4.9 Reformation. If any restriction is found unenforceable, the court is authorized to reform it to the minimum extent necessary for enforcement.

5. DEFAULT & REMEDIES

5.1 Events of Default. Any breach of Sections 3 or 4 constitutes an “Event of Default.”

5.2 Notice & Cure. Employer may, but need not, allow up to ten (10) days to cure a breach susceptible of cure; no cure period applies to breaches of Sections 4.1–4.5 or misappropriation of Trade Secrets.

5.3 Injunctive Relief. Employee stipulates that breaches will cause irreparable harm and that Employer is entitled to temporary, preliminary, and permanent injunctive relief without bond.

5.4 Damages. Employer may recover all actual, consequential, and incidental damages, including lost profits.

5.5 Attorneys’ Fees. The prevailing Party in any action arising hereunder is entitled to reasonable attorneys’ fees and costs.

5.6 Tolling. The Restricted Period is tolled during any period of breach.

6. RISK ALLOCATION

6.1 Indemnification by Employee. Employee shall indemnify and hold harmless Employer and its Affiliates from all losses arising out of Employee’s breach of this Agreement.

6.2 Liability Cap. No contractual cap on liability applies.

6.3 Insurance. [IF APPLICABLE, INSERT REQUIRED POLICIES AND LIMITS]

6.4 Force Majeure. Except for payment and Section 4 obligations, neither Party is liable for delay or failure caused by events beyond reasonable control.

7. DISPUTE RESOLUTION

7.1 Governing Law. Arkansas law (without regard to conflict-of-laws rules) governs this Agreement.

7.2 Forum Selection. The state courts located in [COUNTY], Arkansas have exclusive jurisdiction, subject to Section 7.3.

7.3 Arbitration (Optional).
[SELECT ONE & DELETE THE OTHER]
a. Arbitration Elected. Disputes shall be resolved by confidential, binding arbitration under AAA Employment Arbitration Rules before a single arbitrator; judgment may be entered on the award.
b. Arbitration Declined. Disputes shall remain in the courts designated in Section 7.2.

7.4 Jury Waiver (Optional). [IF ELECTED] THE PARTIES WAIVE THEIR RIGHT TO A TRIAL BY JURY.

7.5 Provisional Remedies. Either Party may seek provisional equitable relief in any court of competent jurisdiction.

8. GENERAL PROVISIONS

8.1 Amendment & Waiver. Must be in a written instrument signed by both Parties.

8.2 Assignment. Employee may not assign this Agreement; Employer may assign to an Affiliate or successor.

8.3 Successors & Assigns. This Agreement binds and benefits the Parties and their successors and permitted assigns.

8.4 Severability; Blue-Pencil. If any provision is unenforceable, it will be reformed or severed, and the remainder enforced.

8.5 Integration. This Agreement is the entire agreement regarding the subject matter and supersedes all prior understandings.

8.6 Counterparts; Electronic Signatures. Executable in counterparts (including PDFs, facsimiles, or e-signatures), each deemed an original.

8.7 Headings. Headings are for convenience only and do not affect interpretation.

8.8 Construction. No rule of strict construction against the drafter applies; both Parties had opportunity to consult counsel.

9. EXECUTION BLOCK

IN WITNESS WHEREOF, the Parties have executed this Agreement as of the Effective Date.

[// GUIDANCE: Add notary acknowledgment or witness signatures if required by company policy or transaction value.]

[SIGNATURE PAGE TO EMPLOYEE NON-COMPETITION AGREEMENT]