Non-Compete Agreement - Colorado

COLORADO NON-COMPETITION AND PROPRIETARY RIGHTS AGREEMENT

TABLE OF CONTENTS

1. Notice to Employee (Colorado Statutory Notice)
2. Document Header
3. Definitions

4. Operative Provisions
   4.1 Consideration
   4.2 Non-Competition Covenant
   4.3 Non-Solicitation Covenants
   4.4 Confidential Information & Trade Secrets
   4.5 Return & Destruction of Property
   4.6 Acknowledgements

5. Representations & Warranties

6. Default & Remedies
7. Risk Allocation
8. Dispute Resolution
9. General Provisions
10. Execution Block

1. NOTICE TO EMPLOYEE (COLORADO STATUTORY NOTICE)

NOTICE TO EMPLOYEE
A. This Agreement contains a covenant not to compete that is designed solely to protect the Employer’s trade secrets.
B. You may consult with an attorney prior to signing.
C. The non-compete applies only if you earn at least the Highly Compensated Employee threshold both when the covenant is entered and when it is enforced. The 2026 threshold is $130,014 in annualized cash compensation. The customer nonsolicitation clause separately requires at least 60% of that threshold—$78,008.40 for 2026—both when entered and enforced.
D. The agreement is named Colorado Non-Competition and Proprietary Rights Agreement.
E. The covenants that could restrict your options for later employment appear in Sections 4.2 and 4.3 of the attached Agreement.

Employee Initials: _________  Date: ___________

2. DOCUMENT HEADER

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

• [EMPLOYER LEGAL NAME], a [STATE OF FORMATION] [corporation / limited liability company] with its principal place of business at [ADDRESS] (“Employer”); and
• [EMPLOYEE FULL LEGAL NAME], residing at [ADDRESS] (“Employee”).

Employer and Employee are sometimes referred to individually as a “Party” and collectively as the “Parties.”

3. DEFINITIONS

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

“Business” means the design, development, marketing, sale, and support of [BRIEF DESCRIPTION OF EMPLOYER’S PRODUCTS/SERVICES].

“Competitive Services” means any services that are the same as or substantially similar to the services Employee performs for Employer during the twelve (12) months preceding termination of employment.

“Confidential Information” has the meaning assigned in Section 4.4(a).

“Highly Compensated Employee” means an individual whose annualized cash compensation meets or exceeds the threshold under Colo. Rev. Stat. § 8-2-113(2)(b) both when the covenant is entered and when it is enforced.

“Restricted Period” means the period commencing on the Termination Date and continuing for [NON-COMPETE DURATION] months thereafter.

“Restricted Territory” means the geographic area within [e.g., a 50-mile radius of any office where Employee worked or had material business influence during the last 12 months of employment].

“Termination Date” means the date Employee’s employment with Employer ends for any reason.

“Trade Secret” means information Employer identifies in [ATTACHMENT] that counsel confirms qualifies for trade-secret protection under current Colorado law.

Role gate. This non-compete must not restrict the practice of medicine, advanced practice registered nursing, or dentistry in Colorado. A restriction that prohibits or materially restricts specified patient notices by a physician, advanced practice registered nurse, certified midwife, or dentist is also prohibited. See Colo. Rev. Stat. § 8-2-113(2), (5.5).

4. OPERATIVE PROVISIONS

4.1 Consideration

In consideration of [INITIAL EMPLOYMENT / PROMOTION / NEW DUTIES], access to identified Trade Secrets, and [$______ signing bonus / equity grant / other specific consideration] (collectively, the “Consideration”), Employee agrees to the covenants set forth herein.

4.2 Non-Competition Covenant

(a) During the Restricted Period and within the Restricted Territory, Employee shall not perform Competitive Services for a competing business, but only to the extent reasonably necessary to protect Employer's identified Trade Secrets.

(b) Narrow Construction. The Parties intend this restriction to be no broader than reasonably necessary to protect Employer’s legitimate interests in its Trade Secrets and to comply with Colo. Rev. Stat. § 8-2-113.

(c) Exceptions. This Section 4.2 does not prohibit:
(i) passive ownership of less than [2]% of a publicly traded company; or
(ii) any activity expressly authorized in writing by Employer’s authorized representative.

4.3 Non-Solicitation Covenants

(a) Customers. This clause applies only if Employee meets the 60%-of-HCE threshold both when the covenant is entered and enforced, and only to the extent no broader than reasonably necessary to protect Employer's Trade Secrets. For [___] months after the Termination Date, Employee shall not solicit competitive business from a customer with whom Employee had material contact during the last twelve (12) months of employment and about whom Employee received a Trade Secret.

(b) Employees/Contractors. [OMIT UNLESS COLORADO COUNSEL SEPARATELY APPROVES THIS CLAUSE.]

4.4 Confidential Information & Trade Secrets

(a) Definition. “Confidential Information” means non-public information relevant to Employer's business, but excludes general training, knowledge, skill, or experience; information readily ascertainable to the public; and information Employee has a legal right to disclose.

(b) Non-Disclosure & Use. Employee shall hold all Confidential Information and Trade Secrets in trust and confidence and shall not use or disclose such information except as required to perform duties for Employer.

(c) Protected Conduct. Nothing in this Agreement prohibits legally protected disclosure or conduct.

4.5 Return & Destruction of Property

Upon the Termination Date, or earlier upon request, Employee shall return (or, if directed, certify secure destruction of) all tangible and intangible property of Employer, including Confidential Information and Trade Secrets.

4.6 Acknowledgements

Employee acknowledges that:
(a) as of the Effective Date, Employee's annualized cash compensation is $[___]; enforceability also requires the applicable threshold when enforcement is sought;
(b) the temporal and geographic limitations herein are reasonable;
(c) if Employee is a prospective employee, Employee received the separate statutory notice before accepting Employer's offer; or, if Employee is a current employee, Employee received it at least fourteen (14) days before the earlier of the covenant's Effective Date or the date additional consideration was provided; and
(d) Employee has had an opportunity to consult independent counsel.

5. REPRESENTATIONS & WARRANTIES

5.1 Mutual Authority. Each Party represents that it has full power and authority to enter into and perform this Agreement.

5.2 Employee’s Prior Obligations. Employee represents that Employee is not subject to any agreement that would conflict with or be violated by Employee’s execution of this Agreement or performance of services for Employer.

5.3 Survival. The representations, warranties, and covenants in Sections 4, 5, and 6 survive termination of employment.

6. DEFAULT & REMEDIES

6.1 Events of Default. Any breach of Sections 4.2, 4.3, or 4.4 constitutes a material default.

6.2 Notice & Cure. For breaches capable of cure, Employer shall provide written notice and a five- (5-) calendar-day cure period. No cure period applies to misappropriation of Trade Secrets or intentional disclosure of Confidential Information.

6.3 Injunctive Relief. Employer may seek appropriate injunctive relief upon the proof and security, if any, required by applicable law. This clause does not establish irreparable harm or waive defenses.

6.4 Attorneys’ Fees. A Party may recover fees and costs only when authorized by an enforceable agreement or applicable law. Employee retains all remedies provided by Colo. Rev. Stat. § 8-2-113(8).

6.5 No Automatic Tolling. The Restricted Period is not automatically extended by this form.

7. RISK ALLOCATION

7.1 No Automatic Risk Transfer. This Agreement creates no employee indemnity, uncapped-liability declaration, insurance obligation, or predetermined damages measure.

8. DISPUTE RESOLUTION

8.1 Governing Law. This Agreement and any dispute hereunder are governed exclusively by the laws of the State of Colorado without regard to conflict-of-laws principles.

8.2 Forum Selection. If Employee primarily resides or works in Colorado when employment ends, enforceability may not be adjudicated outside Colorado and Colorado law governs enforceability. Subject to that rule and any valid arbitration clause, the Parties select the state courts located in [COUNTY], Colorado.

8.3 Arbitration. [OPTIONAL – STRIKE IF NOT USED] Any dispute (except for requests for injunctive relief) shall be submitted to binding arbitration before [ARBITRATION PROVIDER] in [CITY], Colorado, in accordance with its employment arbitration rules. Judgment on the award may be entered in any court of competent jurisdiction.

8.4 Jury Waiver. [OPTIONAL – STRIKE IF NOT USED] THE PARTIES WAIVE THEIR RIGHT TO A TRIAL BY JURY IN ANY ACTION ARISING OUT OF THIS AGREEMENT.

8.5 Equitable Relief Not Affected. Nothing in this Section 8 limits Employer’s right to seek equitable remedies under Section 6.3.

9. GENERAL PROVISIONS

9.1 Amendment & Waiver. No amendment or waiver is effective unless in writing and signed by both Parties. A waiver on one occasion is not a waiver on any other occasion.

9.2 Assignment. This Agreement is for Employee’s unique services and may not be assigned by Employee. Employer may assign this Agreement to an Affiliate or successor by merger, reorganization, or asset sale.

9.3 Successors & Assigns. This Agreement is binding upon and inures to the benefit of the Parties and their respective successors and permitted assigns.

9.4 Severability. If any provision is held invalid or unenforceable, the remaining provisions remain effective only to the extent they can operate independently. This Agreement does not require a court to rewrite a void covenant.

9.5 Integration. This Agreement constitutes the entire understanding between the Parties regarding the subject matter and supersedes all prior discussions or agreements.

9.6 Counterparts; Electronic Signatures. This Agreement may be executed in counterparts, each of which is deemed an original. Signatures delivered electronically or by facsimile are deemed effective.

9.7 Notices. All notices must be in writing and delivered (i) personally, (ii) by certified mail (return receipt requested), or (iii) by nationally recognized overnight courier, to the addresses set forth in the preamble (or such other address as either Party may designate).

10. EXECUTION BLOCK

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

[Notary block if required under Employer policy]

Sources and References

• Colorado Revised Statutes 2024, § 8-2-113 (official Title 8 PDF): https://leg.colorado.gov/sites/default/files/images/olls/crs2024-title-08.pdf
• S.B. 25-083, 2025 Colo. Sess. Laws ch. 366 (effective August 6, 2025; applies to covenants entered into or renewed on or after that date): https://leg.colorado.gov/laws/session-laws/SB25-083/366/download
• Colorado Department of Labor and Employment, 2026 PAY CALC Order (effective February 1, 2026): https://cdle.colorado.gov/sites/cdle/files/adopted_2026_pay_calc_order_7_ccr_1103-14_12.8.25.pdf