NON-COMPETE AGREEMENT

(Iowa – Comprehensive Template)

[// GUIDANCE: This template is drafted to comply with Iowa law as of the date set forth below. Iowa follows a reasonableness standard for restrictive covenants and permits judicial modification to render an otherwise over-broad covenant enforceable. Customize all bracketed terms and verify current law before final execution.]

TABLE OF CONTENTS

1. Document Header...............................................2
2. Definitions...................................................3
3. Operative Provisions..........................................5
4. Representations & Warranties..................................6
5. Covenants & Restrictions......................................6
6. Default & Remedies............................................8
7. Risk Allocation...............................................9
8. Dispute Resolution...........................................10
9. General Provisions...........................................11
10. Execution Block.............................................13

1. DOCUMENT HEADER

Non-Compete Agreement (this “Agreement”) entered into as of [EFFECTIVE DATE] (the “Effective Date”), by and between:

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

1.1 Recitals

A. Employer is engaged in [DESCRIPTION OF BUSINESS] within Iowa and other markets (the “Business”).
B. Employee will be employed (or continue employment) in a position that provides access to Employer’s Confidential Information (as defined below) and goodwill.
C. As material consideration for (i) Employee’s initial or continued at-will employment, (ii) the compensation and benefits described in Section 3.2, and (iii) Employer’s disclosure of Confidential Information, the parties agree as follows.

NOW, THEREFORE, the parties agree to the terms set forth herein.

2. DEFINITIONS

The following capitalized terms shall have the meanings set forth below. All other capitalized terms used herein and not otherwise defined shall have the meanings ascribed to them in the context used.

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

“Cause” – [PLACEHOLDER: insert company-specific definition or cross-reference employment agreement].

“Competing Business” – Any business that directly or indirectly engages in [DESCRIPTION OF COMPETITIVE ACTIVITIES] within the Restricted Territory.

“Confidential Information” – All non-public information, whether written, oral, electronic, or in any other form, that Employer designates as confidential or that reasonably should be understood to be confidential given the nature of the information and the circumstances of disclosure, including but not limited to trade secrets, customer lists, pricing, marketing strategies, and proprietary techniques.

“Restricted Period” – The period commencing on the Effective Date and ending [NUMBER] months after the earlier of (a) termination of Employee’s employment for any reason, or (b) the date Employee ceases performing services for Employer. [// GUIDANCE: Iowa courts typically uphold periods of 6–24 months depending on role and access to sensitive information.]

“Restricted Territory” – [SPECIFY: e.g., each county in Iowa in which Employer conducted Business during the twelve (12) months prior to termination]. [// GUIDANCE: Iowa courts require geographic scope to be reasonable; narrower is safer. Consider listing counties or a mileage radius.]

3. OPERATIVE PROVISIONS

3.1 Employment Relationship
Employee shall serve as [TITLE/POSITION] and perform such duties as Employer assigns in good faith. Employment is [AT-WILL / AS OTHERWISE STATED].

3.2 Consideration
As consideration for the covenants herein, Employee shall receive:
a. Continued employment and accompanying at-will status;
b. Base salary of $[AMOUNT] per [PAY PERIOD];
c. Eligibility for incentive compensation, benefits, and access to Confidential Information; and
d. Any additional consideration described in Schedule A (if applicable).
[// GUIDANCE: Continued employment is generally sufficient consideration under Iowa law, but additional consideration strengthens enforceability.]

3.3 Conditions Precedent
Employee’s obligations under Section 5 shall commence only upon (a) execution of this Agreement, and (b) Employer’s commencement or continuation of Employee’s employment.

4. REPRESENTATIONS & WARRANTIES

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

4.2 Employee Representations
a. Employee is not subject to any agreement that would conflict with the performance of Employee’s duties or the covenants herein.
b. Employee will not use or disclose any confidential information or trade secrets of a prior employer in performing services for Employer.
c. All facts set forth in Employee’s employment application and résumé are true and complete in all material respects.

4.3 Survival
The representations and warranties in this Section 4 shall survive termination of employment and this Agreement for the duration of the Restricted Period.

5. COVENANTS & RESTRICTIONS

5.1 Non-Competition
During the Restricted Period, Employee shall not, directly or indirectly, own, operate, manage, control, be employed by, consult with, or render services to any Competing Business within the Restricted Territory.

5.2 Non-Solicitation of Customers
During the Restricted Period, Employee shall not solicit or attempt to solicit, on behalf of a Competing Business, any customer or prospective customer with whom Employee had material contact during the [12]-month period preceding the termination of employment.

5.3 Non-Solicitation of Employees
During the Restricted Period, Employee shall not entice or encourage any current Employer employee to leave Employer’s employ.

5.4 Confidentiality
Employee shall maintain Confidential Information in strict confidence and use it solely in the course of employment. This obligation survives forever.

5.5 Return of Property
Upon termination of employment, Employee shall promptly return all tangible and intangible Employer property, including all Confidential Information stored on any medium.

5.6 Reasonableness and Reformation
The parties acknowledge that the duration, geographic scope, and scope of activity restricted by this Agreement are reasonable in light of Iowa law and necessary to protect Employer’s legitimate business interests. Nonetheless, if a court of competent jurisdiction determines any covenant to be unenforceable, the parties request and authorize such court to modify the covenant to the minimum extent necessary to render it enforceable and to enforce it as so modified.

6. DEFAULT & REMEDIES

6.1 Events of Default
Employee shall be in default under this Agreement upon:
a. Material breach of any covenant in Section 5; or
b. Breach of any representation or warranty in Section 4.

6.2 Notice and Cure
Employer shall provide Employee with written notice of any alleged breach. If the breach is curable, Employee shall have [5] business days from receipt of notice to cure before Employer seeks remedies, except that breaches of confidentiality or restrictive covenants are deemed incurable.

6.3 Injunctive Relief
Employee acknowledges that a breach of Sections 5.1-5.4 will cause Employer irreparable harm for which monetary damages are inadequate. Accordingly, Employer shall be entitled to temporary, preliminary, and permanent injunctive relief, without the necessity of posting bond, in any court of competent jurisdiction within Iowa.

6.4 Additional Remedies
Employer may pursue any and all other remedies available at law or equity, including but not limited to recovery of lost profits, disgorgement of compensation, and attorneys’ fees under Section 6.5.

6.5 Attorneys’ Fees and Costs
In any action to enforce this Agreement, the prevailing party shall be entitled to recover its reasonable attorneys’ fees and costs.

7. RISK ALLOCATION

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

7.2 Limitation of Liability
[INTENTIONALLY OMITTED — no liability cap pursuant to metadata.]

7.3 Insurance
[OPTIONAL] Employee shall maintain [professional liability / other] insurance with limits of not less than $[AMOUNT] and shall provide evidence of such coverage upon Employer’s request.

7.4 Force Majeure
Neither party shall be liable for failure to perform where such failure is due to causes beyond its reasonable control, provided that this Section 7.4 shall not apply to Employee’s obligations under Section 5.

8. DISPUTE RESOLUTION

8.1 Governing Law
This Agreement and any disputes hereunder shall be governed by and construed in accordance with the laws of the State of Iowa, without regard to its conflict-of-laws principles.

8.2 Forum Selection
Each party irrevocably submits to the exclusive jurisdiction of the state courts located in [COUNTY], Iowa for any action arising out of or relating to this Agreement.

8.3 Arbitration
[OPTIONAL – STRIKE OR COMPLETE] Any dispute that the parties agree in writing to submit to arbitration shall be finally settled by binding arbitration administered by [ARBITRATION ADMINISTRATOR] under its [RULES] in [CITY], Iowa. Judgment on the award may be entered in any court of competent jurisdiction.

8.4 Jury Trial Waiver
[OPTIONAL – STRIKE IF NOT USED] EACH PARTY WAIVES ITS RIGHT TO A JURY TRIAL IN ANY LITIGATION ARISING OUT OF OR RELATING TO THIS AGREEMENT.

8.5 Specific Performance
The rights to injunctive relief and specific performance under Section 6.3 are cumulative and in addition to, and not in lieu of, any other rights and remedies available at law or equity.

9. GENERAL PROVISIONS

9.1 Amendment and Waiver
No amendment or waiver of any provision of this Agreement shall be effective unless in writing and signed by both parties. A waiver of any default shall not constitute a waiver of any subsequent default.

9.2 Assignment
Employee may not assign or delegate any rights or obligations under this Agreement without Employer’s prior written consent. Employer may assign this Agreement to its successor or Affiliate.

9.3 Successors and Assigns
This Agreement shall be binding upon and inure to the benefit of the parties hereto and their respective successors and permitted assigns.

9.4 Severability
If any provision of this Agreement is held invalid or unenforceable, the remaining provisions shall remain in full force, and the invalid provision shall be reformed to the minimum extent necessary to reflect the parties’ original intent and render it enforceable.

9.5 Entire Agreement
This Agreement constitutes the entire understanding between the parties with respect to the subject matter hereof and supersedes all prior negotiations and agreements, whether written or oral.

9.6 Counterparts; Electronic Signatures
This Agreement may be executed in counterparts, each of which shall be deemed an original, and all of which together constitute one instrument. Signatures delivered via electronic means shall be deemed original signatures.

9.7 Notices
All notices shall be in writing and deemed given upon (a) personal delivery, (b) deposit with a reputable overnight courier, or (c) three (3) days after mailing by certified mail, return receipt requested, to the addresses listed in the Document Header or such other address as a party may designate by notice.

10. EXECUTION BLOCK

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

[// GUIDANCE: Iowa does not generally require notarization of employment contracts. Add a notary block or witness lines only if internal policy or specific circumstances warrant.]

Schedule A – Additional Consideration (Optional)
[Describe any signing bonus, equity grant, or other consideration provided in exchange for the covenants contained herein.]

[END OF DOCUMENT]