GEORGIA EMPLOYEE NON-COMPETE AGREEMENT
[// GUIDANCE: Drafted for use with employees whose duties, compensation, and access to proprietary information justify restrictive covenants under O.C.G.A. § 13-8-50 et seq. Counsel should confirm the employee falls within a protected category (e.g., “key employee,” manager of ≥2 employees, or professional).]
TABLE OF CONTENTS
- Document Header
- Definitions
- Operative Provisions
- Representations & Warranties
- Covenants & Restrictions
- Default & Remedies
- Risk Allocation
- Dispute Resolution
- General Provisions
- Execution Block
1. DOCUMENT HEADER
1.1 Agreement
This Georgia Employee Non-Compete Agreement (the “Agreement”) is entered into as of [EFFECTIVE DATE] (the “Effective Date”) by and between:
(a) [EMPLOYER LEGAL NAME], a [STATE OF ORGANIZATION] [ENTITY TYPE] with its principal place of business at [ADDRESS] (“Employer”); and
(b) [EMPLOYEE FULL LEGAL NAME], an individual residing at [ADDRESS] (“Employee”).
Employer and Employee are each a “Party” and, collectively, the “Parties.”
1.2 Recitals
A. Employer is engaged in the business of [DESCRIBE BUSINESS] (the “Business”).
B. Employee will be employed in the position of [POSITION TITLE] and will have access to Confidential Information (as defined below), substantial relationships with Employer’s customers, and specialized training.
C. As material consideration for (i) Employee’s initial/continued employment, (ii) the compensation and benefits set forth herein, and (iii) access to Confidential Information, the Parties agree to the covenants and obligations contained in this Agreement.
NOW, THEREFORE, in consideration of the mutual covenants herein and other good and valuable consideration, the sufficiency of which is acknowledged, the Parties agree as follows:
2. DEFINITIONS
The following terms shall have the meanings given below and shall apply equally to their singular and plural forms. Terms defined in one Section but used in another shall have the same meaning unless expressly stated otherwise.
“Affiliate” means any entity that directly or indirectly controls, is controlled by, or is under common control with Employer.
“Business” has the meaning set forth in Recital A.
“Competitive Business” means any enterprise that engages in the design, manufacture, marketing, sale, or provision of products or services that are the same as or substantially similar to the products or services offered by Employer during the Restricted Period within the Restricted Territory.
“Confidential Information” means all non-public information relating to Employer or its Affiliates, including Trade Secrets (as defined below), customer data, pricing, marketing strategies, financial information, and proprietary processes, whether in written, electronic, or oral form.
“Covered Customer” means any customer or prospective customer with whom Employee had material contact or about whom Employee obtained Confidential Information in the 12 months preceding the Separation Date.
“Restricted Period” means the period commencing on the Separation Date and continuing for [18–24] months thereafter.
[// GUIDANCE: O.C.G.A. § 13-8-57(b) presumes ≤2 years to be reasonable for post-employment non-competes.]
“Restricted Territory” means (a) the geographic area(s) where Employee performed services or had material business contacts on behalf of Employer during the 24 months preceding the Separation Date, including [LIST COUNTIES/ STATES/ COUNTRIES]; and (b) any other territory in which Employer conducts the Business as of the Separation Date.
[// GUIDANCE: Georgia permits customer-based or territory-based definitions. Draft narrowly to enhance enforceability.]
“Separation Date” means the date Employee’s employment with Employer terminates for any reason.
“Trade Secrets” has the meaning set forth in O.C.G.A. § 10-1-761(4).
3. OPERATIVE PROVISIONS
3.1 Employment & Consideration
(a) Employment. Employer agrees to employ Employee, and Employee accepts employment, on an “at-will” basis unless otherwise provided in a separate written agreement.
(b) Consideration. As consideration for this Agreement, Employer shall provide:
(i) Base salary of [AMOUNT] payable in accordance with Employer’s standard payroll;
(ii) [Signing bonus / equity grant / promotion / continued employment]; and
(iii) Access to Confidential Information and specialized training.
[// GUIDANCE: Continued employment at inception is sufficient consideration under GA law; mid-employment execution requires additional consideration.]
3.2 Acknowledgment of Legitimate Business Interests
Employee acknowledges that the covenants in Section 5 are necessary to protect Employer’s legitimate business interests, including its Confidential Information, customer relationships, goodwill, and specialized training.
3.3 Condition Precedent
This Agreement is conditioned upon Employee’s commencement/continuation of employment on the Effective Date.
4. REPRESENTATIONS & WARRANTIES
4.1 Employee represents and warrants that:
(a) Employee is not party to any agreement, order, or judgment that restricts Employee’s ability to perform the duties of the contemplated position;
(b) Employee will not use or disclose any confidential or proprietary information of any third party in the performance of duties for Employer; and
(c) Employee has full capacity and authority to enter into and perform this Agreement.
4.2 Survival. The representations and warranties in this Section survive termination of this Agreement.
5. COVENANTS & RESTRICTIONS
5.1 Non-Competition
During the Restricted Period, Employee shall not, directly or indirectly, on Employee’s own behalf or on behalf of any other person or entity, (i) engage in, (ii) have an ownership interest in (other than ≤5% of a publicly-traded company), or (iii) perform services that are the same as or substantially similar to the services Employee performed for Employer for any Competitive Business within the Restricted Territory.
5.2 Non-Solicitation of Customers
During the Restricted Period, Employee shall not solicit, divert, or accept business from any Covered Customer for the purpose of providing products or services that compete with the Business.
5.3 Non-Solicitation of Employees
During the Restricted Period, Employee shall not solicit or induce any employee or independent contractor of Employer with whom Employee had material contact to terminate or diminish their relationship with Employer.
5.4 Confidentiality
Employee shall maintain the confidentiality of all Confidential Information and Trade Secrets both during and after employment and shall use such information solely for Employer’s benefit.
5.5 Return of Property
Upon Separation Date, Employee shall promptly return all Employer property, documents, and data, including all copies thereof, in Employee’s possession or control.
5.6 Tolling
If Employee breaches any covenant in this Section 5, the Restricted Period applicable to that covenant shall be tolled and extended by the period of the breach.
5.7 Blue-Pencil & Reformation
Pursuant to O.C.G.A. § 13-8-53(d), the Parties agree that, if any covenant herein is found overbroad, a court may modify, reform, or partially enforce the covenant to the extent necessary to render it enforceable while giving maximum permissible effect to the Parties’ intent.
6. DEFAULT & REMEDIES
6.1 Events of Default. Any breach by Employee of Section 5 constitutes a default.
6.2 Notice & Cure. Employer may provide written notice specifying the nature of default; Employee shall have [5] days to cure any curable default. Breaches of Sections 5.1–5.4 are deemed incurable.
6.3 Injunctive Relief. Employee acknowledges that a breach of Section 5 will cause irreparable harm for which money damages are inadequate, and Employer shall be entitled to temporary, preliminary, and permanent injunctive relief in any court of competent jurisdiction without the necessity of posting bond (or with bond not exceeding $[25,000]), in addition to any other remedies.
6.4 Damages. Employer may recover actual, consequential, and incidental damages arising from Employee’s breach, including lost profits and disgorgement of compensation received by Employee in connection with the breach.
6.5 Attorneys’ Fees & Costs. Employee shall indemnify Employer for all reasonable attorneys’ fees and expenses incurred enforcing this Agreement.
7. RISK ALLOCATION
7.1 Indemnification for Employee Breach
Employee shall defend, indemnify, and hold harmless Employer and its Affiliates from and against any and all claims, damages, liabilities, costs, and expenses (including reasonable attorneys’ fees) arising out of or related to Employee’s breach of this Agreement.
7.2 Limitation of Liability
No contractual cap shall apply to Employer’s recovery for Employee’s breach of Section 5.
[// GUIDANCE: “No cap” specified in metadata; therefore, omit or expressly reject limitation.]
7.3 Insurance
[OPTIONAL — include if Employer requires Employee to maintain professional liability insurance.]
7.4 Force Majeure
Neither Party shall be liable for failure to perform obligations (other than payment or restrictive covenants) due to events beyond its reasonable control, including acts of God, war, pandemic, or governmental action.
8. DISPUTE RESOLUTION
8.1 Governing Law
This Agreement and any dispute arising hereunder shall be governed by and construed in accordance with the laws of the State of Georgia, without regard to its conflict-of-law principles.
8.2 Forum Selection
The Parties irrevocably submit to the exclusive jurisdiction of the state courts located in [COUNTY], Georgia, and waive any objection based on forum non conveniens.
8.3 Arbitration (Optional)
[ARBITRATION_CHOICE: If selected, any dispute (except actions seeking injunctive relief under Section 6.3) shall be resolved by binding arbitration administered by the American Arbitration Association under its Employment Arbitration Rules. Judgment on the award may be entered in any court of competent jurisdiction.]
8.4 Jury Trial Waiver (Optional)
[JURY_WAIVER: If selected, each Party waives its right to trial by jury in any proceeding arising out of or related to this Agreement.]
8.5 Injunctive Relief Preservation
Nothing in this Section shall impair Employer’s right to seek equitable relief in accordance with Section 6.3.
9. GENERAL PROVISIONS
9.1 Amendment & Waiver. This Agreement may be amended only by a writing signed by both Parties. Waiver of any breach shall not constitute waiver of any subsequent breach.
9.2 Assignment. Employer may assign this Agreement to any successor or Affiliate. Employee may not assign or delegate any rights or obligations without Employer’s prior written consent.
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 deemed invalid or unenforceable, it shall be severed or reformed to the minimum extent necessary to render the Agreement enforceable, and the remaining provisions shall remain in full force and effect.
9.5 Integration. This Agreement constitutes the entire understanding between the Parties with respect to its subject matter and supersedes all prior agreements, oral or written.
9.6 Counterparts. This Agreement may be executed in any number of counterparts, each of which is deemed an original, and all of which together constitute one instrument.
9.7 Electronic Signatures. Signatures transmitted electronically (e.g., via PDF or e-signature platform) are deemed original for all purposes.
9.8 Notices. All notices shall be in writing and delivered by (i) certified mail, return receipt requested, (ii) nationally recognized overnight courier, or (iii) email with confirmation of receipt, to the addresses set forth at the beginning of this Agreement (or as later changed by notice).
10. EXECUTION BLOCK
IN WITNESS WHEREOF, the Parties have executed this Agreement as of the Effective Date.
| EMPLOYER | EMPLOYEE |
|---|---|
| [EMPLOYER LEGAL NAME] | [EMPLOYEE NAME] |
| By: ______ | ______ |
| Name: [AUTHORIZED SIGNATORY] | |
| Title: [TITLE] | |
| Date: ____ | Date: ____ |
[NOTARIZATION OR WITNESS BLOCK, if required under Employer policy]
[// GUIDANCE: Georgia law does not mandate notarization of employment agreements, but notarization can enhance evidentiary weight.]
[// GUIDANCE: Counsel should further tailor the Restricted Territory, Restricted Period, and scope to the individual employee’s role and geographic footprint to maximize enforceability under Georgia’s reasonableness standards.]