EMPLOYEE NON-COMPETITION AND RESTRICTIVE COVENANT AGREEMENT

(Florida – § 542.335, Fla. Stat.)

[// GUIDANCE: This template is drafted for use with employees not classified as “key” sellers or equity holders. If the facts differ (e.g., sale of business), adjust the presumptively reasonable “Restricted Period” and “Restricted Territory” under Fla. Stat. § 542.335(1)(d).]

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

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

1. [Employer Legal Name], a [State] [Entity Type] with its principal place of business at [Employer Address] (the “Company”); and
2. [Employee Legal Name], an individual residing at [Employee Address] (“Employee”).

Recitals

A. The Company is engaged in the business of [Describe Core Business Activities] and has invested substantial resources in developing Confidential Information, customer goodwill, and specialized training.
B. Employee will gain access to the Company’s Confidential Information and will develop substantial relationships with the Company’s customers and employees.
C. To protect the Company’s “Legitimate Business Interests” (as defined in § 542.335(1)(b), Fla. Stat.), and as a condition of Employee’s employment, continued employment, and/or the compensation and benefits described herein, the parties agree as follows:

NOW, THEREFORE, in consideration of the mutual promises herein, the parties agree as follows:

II. DEFINITIONS

For purposes of this Agreement, capitalized terms have the meanings set forth below. All definitions are alphabetical for ease of reference.

“Affiliate” – any entity directly or indirectly controlling, controlled by, or under common control with the Company.

“Confidential Information” – all non-public information, whether written or oral, relating to the Company’s business, including trade secrets, technical data, customer lists, pricing, marketing plans, software, and processes.

“Customer” – any person or entity that purchased goods or services from the Company within the twelve (12) months preceding Employee’s Separation Date, or any prospective customer actively solicited by the Company during such period.

“Legitimate Business Interests” – those interests identified in § 542.335(1)(b), Fla. Stat., including but not limited to trade secrets, valuable confidential information, substantial relationships with specific prospective or existing customers, customer goodwill, and extraordinary or specialized training.

“Restricted Business” – the business of [Describe Competing Business Lines] or any business that is competitive with the Company’s products or services as of the Separation Date.

“Restricted Period” – the period beginning on the Separation Date and continuing for [Six (6)–Twenty-Four (24) months] thereafter.

“Restricted Territory” – [Specify Geographic Scope – e.g., each county within Florida in which the Company conducted business during the twelve (12) months preceding the Separation Date].

“Separation Date” – the date Employee’s employment with the Company terminates for any reason.

III. OPERATIVE PROVISIONS

3.1 Employment Status

Nothing herein alters Employee’s [at-will] employment status unless a separate written agreement states otherwise.

3.2 Consideration

As consideration for this Agreement, Employee acknowledges receiving:
a) initial or continued employment;
b) access to Confidential Information;
c) specialized training; and
d) [Additional Consideration, if any (e.g., equity grant, bonus)].
[// GUIDANCE: While continued employment alone is generally sufficient consideration in Florida, adding tangible consideration strengthens enforceability.]

3.3 Conditions Precedent

This Agreement is conditioned upon Employee’s execution of the Company’s standard Confidentiality and Intellectual Property Assignment Agreement.

IV. REPRESENTATIONS & WARRANTIES

4.1 Mutual Representations

a) Each party has full power and authority to execute and perform this Agreement.
b) This Agreement constitutes a valid and binding obligation of each party, enforceable in accordance with its terms.

4.2 Employee Representations

Employee represents that execution of this Agreement does not violate any prior restrictive covenant or legal obligation.

4.3 Survival

The representations and warranties in this Section survive termination of this Agreement for the duration of the Restricted Period.

V. COVENANTS & RESTRICTIONS

5.1 Non-Disclosure

Employee shall not disclose or use Confidential Information except in performance of Employee’s duties for the Company.

5.2 Non-Competition

During the Restricted Period, Employee shall not, within the Restricted Territory, directly or indirectly:
a) own, manage, operate, control, be employed by, consult for, or otherwise participate in any Restricted Business; or
b) assist any other person or entity to engage in a Restricted Business.

5.3 Non-Solicitation

a) Customers – Employee shall not solicit or divert any Customer for the purpose of providing products or services that are competitive with those offered by the Company.
b) Employees – Employee shall not induce or attempt to induce any Company employee or independent contractor to cease or reduce his or her relationship with the Company.

5.4 Tolling

The Restricted Period will be tolled for any period during which Employee is in breach of Sections 5.1–5.3.

5.5 Return of Property

Upon the Separation Date, Employee shall return all Company property and permanently delete all electronic copies of Confidential Information.

VI. DEFAULT & REMEDIES

6.1 Events of Default

Any breach of Sections 5.1–5.4 constitutes a default.

6.2 Notice and Cure

Upon written notice of breach, Employee shall have [Five (5)] calendar days to cure, if curable. Breaches involving misappropriation of Confidential Information or violation of Sections 5.2–5.3 are deemed incurable.

6.3 Injunctive Relief

Pursuant to § 542.335(1)(j), Fla. Stat., a violation of this Agreement creates a presumption of irreparable injury. The Company is entitled to temporary, preliminary, and permanent injunctive relief in any Florida state court of competent jurisdiction without posting bond to the extent permitted by law.

6.4 Damages; Attorney Fees

The Company may recover all damages, including lost profits, and its reasonable attorney fees and costs incurred in enforcement. § 542.335(1)(k), Fla. Stat.

6.5 Cumulative Remedies

The remedies herein are cumulative and in addition to any other remedies available at law or in equity.

VII. RISK ALLOCATION

7.1 Indemnification by Employee

Employee shall indemnify, defend, and hold harmless the Company, its Affiliates, and their respective directors, officers, and employees from and against any losses, liabilities, damages, costs, or expenses (including reasonable attorney fees) arising out of or relating to Employee’s breach of this Agreement.

7.2 Insurance

[Optional – insert if the employee is covered under any errors & omissions or other policy.]

7.3 Force Majeure

No party shall be liable for failure to perform caused by events beyond its reasonable control; provided, however, that this Section does not excuse Employee’s obligations under Sections 5.1–5.3.

[// GUIDANCE: A liability-cap provision is intentionally omitted in accordance with the “no_cap” metadata.]

VIII. DISPUTE RESOLUTION

8.1 Governing Law

This Agreement and any dispute arising hereunder are governed by the laws of the State of Florida, without regard to its conflicts-of-law rules.

8.2 Forum Selection

Subject to Section 8.3, the parties irrevocably submit to the exclusive jurisdiction of the state courts located in [County], Florida.

8.3 Arbitration [OPTIONAL]

If the parties elect arbitration, insert the following; otherwise delete:

“Any dispute not resolved within thirty (30) days after written notice shall be finally settled by binding arbitration administered by the American Arbitration Association under its Employment Arbitration Rules. The seat of arbitration shall be [City, Florida]. Judgment on the award may be entered in any court of competent jurisdiction.”

8.4 Jury Trial Waiver [OPTIONAL]

“THE PARTIES KNOWINGLY AND VOLUNTARILY WAIVE ANY RIGHT TO A JURY TRIAL IN ANY ACTION OR PROCEEDING ARISING OUT OF THIS AGREEMENT.”

8.5 Injunctive Relief Carve-Out

Notwithstanding Sections 8.2–8.4, the Company may seek injunctive relief in a Florida state court to enforce Sections 5.1–5.3.

IX. 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 personal to Employee and may not be assigned by Employee. The Company may assign this Agreement to any successor by merger, consolidation, or sale of substantially all of its assets.

9.3 Severability; Reformation

If any provision is held unenforceable, the court shall modify the provision to the minimum extent necessary to render it enforceable, consistent with § 542.335(1)(c), Fla. Stat. The remaining provisions remain in full force and effect.

9.4 Integration

This Agreement constitutes the entire understanding between the parties with respect to its subject matter and supersedes all prior agreements, oral or written, related thereto.

9.5 Counterparts; Electronic Signatures

This Agreement may be executed in counterparts, each of which is deemed an original. Signatures transmitted electronically (e.g., via PDF or DocuSign) are binding.

9.6 Headings

Section headings are for convenience only and do not affect interpretation.

X. EXECUTION BLOCK

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

[// GUIDANCE: Florida law does not require notarization or witnesses for a non-compete to be enforceable, but witness signatures strengthen evidentiary value. Insert lines below if desired.]

© [Year] [Firm/Author]. All rights reserved. This template is provided for general reference and must be tailored to specific facts and legal advice.