COLORADO NON-COMPETITION AND PROPRIETARY RIGHTS AGREEMENT

[// GUIDANCE: Drafted for use with employees performing services primarily in Colorado. Carefully review and tailor all bracketed placeholders, defined terms, and optional provisions prior to execution.]

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)

[// GUIDANCE: Deliver this notice together with the full Agreement at least fourteen (14) days before the earlier of (i) the Effective Date or (ii) the employee’s acceptance of the employment offer, as required by Colo. Rev. Stat. § 8-2-113(2)(d).]

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 covenant applies only if you qualify as a “Highly Compensated Employee,” currently defined under Colorado law as earning annualized cash compensation of at least [$___] as of the Effective Date.

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

[// GUIDANCE: Definitions appear in alphabetical order for ease of reference.]

“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 employee who, at any time during the term of this Agreement, earns annualized cash compensation that meets or exceeds the threshold set forth in Colo. Rev. Stat. § 8-2-113(2)(b) as adjusted annually by the Colorado Department of Labor and Employment.

“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” has the meaning set forth in the Colorado Uniform Trade Secrets Act, Colo. Rev. Stat. § 7-74-102(4).

4. OPERATIVE PROVISIONS

4.1 Consideration

In consideration of (i) Employee’s initial or continued at-will employment with Employer, (ii) access to Confidential Information and Trade Secrets, and (iii) the additional consideration of [$______ signing bonus / promotion / equity grant] (collectively, the “Consideration”), Employee agrees to the covenants set forth herein.
[// GUIDANCE: If signing after hire, specify additional, separate consideration to ensure enforceability.]

4.2 Non-Competition Covenant

(a) Employee shall not, during the Restricted Period, within the Restricted Territory, directly or indirectly engage in, own, manage, operate, control, be employed by, consult for, or participate in any business that provides Competitive Services, but only to the extent necessary to protect Employer’s 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 <5% of a publicly traded company;
(ii) work performed outside Colorado; or
(iii) any activity expressly authorized in writing by Employer’s Chief Legal Officer.

4.3 Non-Solicitation Covenants

(a) Customers. For [__] months following the Termination Date, Employee shall not directly or indirectly solicit or divert any customer or prospective customer with whom Employee had material contact during the last twelve (12) months of employment for the purpose of providing goods or services competitive with Employer’s Business.

(b) Employees/Contractors. For the same period, Employee shall not solicit or induce any employee or independent contractor of Employer to terminate or reduce his, her, or its relationship with Employer.

4.4 Confidential Information & Trade Secrets

(a) Definition. “Confidential Information” means any non-public information—whether or not a Trade Secret—relating to Employer’s Business, including but not limited to technical data, research, product plans, customer lists, pricing, market analyses, business strategies, and financial data.

(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) Immunity for Whistleblowing. Notwithstanding the foregoing, Employee may disclose Trade Secrets to a governmental agency or attorney solely for the purpose of reporting or investigating a suspected violation of law, or in a sealed court filing, pursuant to 18 U.S.C. § 1833(b).

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) Employee qualifies as a Highly Compensated Employee;
(b) the temporal and geographic limitations herein are reasonable;
(c) Employee has received this Agreement and attached Notice at least fourteen (14) days before the Effective Date or acceptance of employment; 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. Employee agrees that monetary damages alone are inadequate, and Employer is entitled to temporary, preliminary, and permanent injunctive relief without the necessity of posting bond to enforce the covenants herein.

6.4 Attorneys’ Fees. The prevailing Party in any action to enforce this Agreement is entitled to recover reasonable attorneys’ fees and costs.

6.5 Tolling. The Restricted Period shall be tolled during any period of breach.

7. RISK ALLOCATION

7.1 Indemnification by Employee. Employee shall indemnify, defend, and hold Employer and its Affiliates harmless from any losses, damages, liabilities, costs, or expenses (including reasonable attorneys’ fees) arising out of or related to Employee’s breach of this Agreement.

7.2 Limitation of Liability. NO LIMITATION OF LIABILITY SHALL APPLY TO EMPLOYEE’S BREACH OF SECTIONS 4.2, 4.3, OR 4.4.
[// GUIDANCE: “no_cap” specified in metadata; therefore, no liability cap is included for either Party.]

7.3 Insurance. [OPTIONAL—specify if Employer requires Employee to maintain professional liability/errors & omissions coverage.]

7.4 Force Majeure. Neither Party shall be liable for failure to perform caused by events beyond its reasonable control, provided that the foregoing does not excuse Employee’s obligations in Sections 4.2–4.5.

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. The state courts located in [COUNTY], Colorado, shall have exclusive jurisdiction; provided, however, Employer may seek injunctive relief in any forum having jurisdiction over the Parties.

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 & Reformation. If any provision is held invalid or unenforceable, the court shall reform such provision to the minimum extent necessary to render it enforceable, and the remaining provisions remain in full force and effect.

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]

[// GUIDANCE:
1. Confirm “Highly Compensated Employee” earnings threshold current at time of execution.
2. Verify Restricted Territory and Restricted Period are reasonable based on Employee’s role.
3. Provide the statutory Notice (Section 1) as a standalone document if preferred.
4. Retain proof of timely delivery of the Notice and Agreement to Employee.
5. For remote or multistate employees, confirm that the employee’s “primary work location” is Colorado, as required by statute.
]