EMPLOYEE NON-COMPETE AGREEMENT
(Indiana – Comprehensive Form)
[// GUIDANCE: This template is drafted for use with employees employed in Indiana (“IN”). Bracketed items in ALL CAPS require client-specific input. Square-bracketed, lower-case clauses (“[OPTION: …]”) may be included or deleted to tailor the agreement (e.g., arbitration, jury waiver). Confirm all business-specific facts (territory, restricted period, consideration, etc.) before execution.]
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
THIS EMPLOYEE NON-COMPETE AGREEMENT (this “Agreement”) is entered into and made effective as of [EFFECTIVE DATE] (the “Effective Date”) by and between [EMPLOYER LEGAL NAME], an [STATE OF INCORPORATION] [TYPE OF ENTITY] having its principal place of business at [EMPLOYER ADDRESS] (“Employer”), and [EMPLOYEE NAME], an individual residing at [EMPLOYEE ADDRESS] (“Employee”). Employer and Employee are sometimes referred to herein individually as a “Party” and collectively as the “Parties.”
RECITALS
A. Employer is engaged in the business of [BRIEF DESCRIPTION OF EMPLOYER’S BUSINESS] (the “Business”) throughout [GEOGRAPHIC MARKET(S)].
B. Employee is or will be employed by Employer in the position of [POSITION TITLE] and will obtain specialized training, access to Confidential Information (as defined below), and exposure to Employer’s goodwill and customer relationships.
C. As a condition of [EMPLOYEE’S INITIAL EMPLOYMENT / CONTINUED EMPLOYMENT / PROMOTION / ADDITIONAL COMPENSATION] and other good and valuable consideration, the sufficiency of which the Parties acknowledge, Employee agrees to the covenants and restrictions contained in this Agreement.
NOW, THEREFORE, for and in consideration of the mutual promises and covenants herein and intending to be legally bound, the Parties agree as follows:
2. DEFINITIONS
For purposes of this Agreement, the following terms shall have the meanings set forth below, which apply equally to the singular and plural forms:
“Affiliate” means, with respect to any entity, any other entity that directly or indirectly controls, is controlled by, or is under common control with such entity.
“Competing Business” means any business, individual, partnership, firm, corporation or other entity that is engaged in the Restricted Activities within the Restricted Territory.
“Confidential Information” means all trade secrets, inventions, works of authorship, formulas, processes, know-how, customer lists, pricing, marketing strategies, and other non-public or proprietary information of Employer or its Affiliates, in any form, whether or not marked confidential, that Employee acquires during employment.
“Restricted Activities” means the design, development, marketing, sale, servicing, or provision of products or services that are competitive with or similar to those offered or under demonstrable development by Employer during the Look-Back Period. [// GUIDANCE: Tailor “Restricted Activities” to match Employer’s legitimate protectable interests.]
“Restricted Period” means the period commencing on the Effective Date and continuing until [NUMBER] months after the earlier of (a) termination of Employee’s employment for any reason and (b) the date Employee first breaches this Agreement. [// GUIDANCE: Indiana courts commonly find durations of 12–24 months reasonable; longer periods require stronger justification.]
“Restricted Territory” means [SPECIFIC COUNTIES / STATES / 50-MILE RADIUS OF EACH EMPLOYER LOCATION / OTHER OBJECTIVELY REASONABLE DESCRIPTION] in which Employer conducted the Business and where Employee had material business contacts during the Look-Back Period. [// GUIDANCE: Geographic scope must correlate to areas where Employee actually worked or had influence.]
“Look-Back Period” means the twelve (12) months immediately preceding the termination of Employee’s employment.
“Termination Date” means the effective date of the cessation of Employee’s employment with Employer for any reason.
3. OPERATIVE PROVISIONS
3.1 Employment-At-Will. Unless covered by a separate, fully-executed written employment agreement, Employee’s employment with Employer is “at-will,” meaning that either Party may terminate the employment relationship at any time, with or without cause and with or without advance notice.
3.2 Consideration. The Parties acknowledge that (i) Employer’s promise of initial employment or continued employment, (ii) access to Confidential Information, (iii) specialized training, and (iv) the compensation and benefits provided to Employee constitute good and valuable consideration to support this Agreement under Indiana law.
3.3 Condition Precedent. Employee’s commencement (or continuation) of employment in the designated position shall be conditioned upon Employee’s execution and delivery of this Agreement.
4. REPRESENTATIONS & WARRANTIES
4.1 Authority. Each Party represents that it has full power and authority to enter into and perform this Agreement.
4.2 No Conflicts. Employee represents that execution of this Agreement and performance of Employee’s duties do not and will not breach any other agreement to which Employee is bound.
4.3 Survival. The representations and warranties in this Section 4 survive the termination of 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, manage, operate, control, be employed by, consult with, or otherwise render services to a Competing Business within the Restricted Territory in any capacity that is the same as or substantially similar to the capacity in which Employee served Employer, or that would inevitably require Employee to use or disclose Employer’s Confidential Information.
5.2 Non-Solicitation of Customers. During the Restricted Period, Employee shall not, directly or indirectly, solicit, divert, or appropriate, or attempt to solicit, divert, or appropriate, any customer or actively sought prospective customer of Employer with whom Employee had Material Contact during the Look-Back Period for the purpose of providing products or services that compete with those provided by Employer.
5.3 Non-Solicitation of Employees. During the Restricted Period, Employee shall not, directly or indirectly, solicit or induce any employee, contractor, or agent of Employer to terminate or breach an employment, contractual, or fiduciary relationship with Employer.
5.4 Confidentiality. Employee shall hold all Confidential Information in strict confidence and shall not use or disclose such Confidential Information except as necessary to perform Employee’s duties to Employer or as expressly authorized in writing by Employer.
5.5 Return of Property. Immediately upon termination of employment, Employee shall return to Employer all property and materials containing Confidential Information, including any copies in any medium.
5.6 Tolling. The Restricted Period shall be tolled and shall not run during any period of breach by Employee. [// GUIDANCE: Indiana courts have enforced reasonable tolling where equitable; ensure proportionality.]
6. DEFAULT & REMEDIES
6.1 Events of Default. Each of the following constitutes a default:
(a) Employee’s breach of any covenant in Section 5;
(b) Employee’s material breach of any other provision of this Agreement;
(c) Employee’s breach of any fiduciary duty owed to Employer.
6.2 Notice and Cure. Employer shall provide written notice of any alleged default, and Employee shall have five (5) calendar days to cure any curable default. Breaches of Sections 5.1–5.4 are deemed incapable of cure.
6.3 Remedies. Employee acknowledges that irreparable harm would result from any breach, and monetary damages alone are inadequate. Accordingly, in addition to any other remedies available at law or in equity, Employer shall be entitled to immediate temporary, preliminary, and permanent injunctive relief (the “Primary Remedy”) to prevent or restrain any breach or threatened breach, without the necessity of posting a bond or proving actual damages to the extent permitted by law.
6.4 Attorneys’ Fees. In the event Employer prevails in any action to enforce this Agreement, Employee shall pay Employer’s reasonable attorneys’ fees, costs, and expenses.
7. RISK ALLOCATION
7.1 Indemnification by Employee. Employee shall indemnify, defend, and hold harmless Employer and its Affiliates, and their respective officers, directors, employees, and agents, from and against any and all losses, damages, liabilities, judgments, settlements, costs, and expenses (including reasonable attorneys’ fees) arising out of or resulting from Employee’s breach of this Agreement.
7.2 Limitation of Liability. NO LIABILITY CAP SHALL APPLY. [// GUIDANCE: If the parties later wish to introduce a cap, insert numeric or formula-based cap here.]
7.3 Insurance. Employer may, at its sole option, maintain key-person or similar insurance on Employee; Employee shall cooperate in all requested medical examinations and paperwork at Employer’s expense.
7.4 Force Majeure. Neither Party shall be liable for failure or delay in performing its obligations (other than payment and restrictive covenants) if such failure or delay is due to causes beyond its reasonable control, including acts of God, war, pandemic, or governmental action (“Force Majeure Event”). The affected Party shall give prompt notice and use diligent efforts to resume full performance.
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 Indiana, 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], Indiana for any action arising out of or relating to this Agreement.
8.3 Injunctive Relief Preservation. Nothing in this Section 8 shall limit Employer’s right to seek or obtain injunctive relief in any court of competent jurisdiction under Section 6.3.
8.4 Optional Arbitration. [OPTION: If both Parties agree in writing, any dispute (except requests for injunctive relief) shall be resolved by binding arbitration administered by the American Arbitration Association under its Employment Arbitration Rules. The seat of arbitration shall be [CITY, IN]. Judgment on the award may be entered in any court having jurisdiction.]
8.5 Optional Jury Waiver. [OPTION: EACH PARTY HEREBY KNOWINGLY, VOLUNTARILY, AND INTENTIONALLY WAIVES ANY RIGHT TO A TRIAL BY JURY IN ANY ACTION ARISING OUT OF OR RELATING TO THIS AGREEMENT.]
9. GENERAL PROVISIONS
9.1 Amendment; Waiver. No amendment or waiver of any provision of this Agreement shall be effective unless set forth in a written instrument signed by both Parties. No failure or delay by either Party in exercising any right shall operate as a waiver thereof.
9.2 Assignment. Employee may not assign or delegate any rights or obligations under this Agreement. Employer may assign this Agreement to any successor to its Business or assets, whether by merger, sale, or otherwise; provided, however, that Employer shall provide written notice to Employee of any such assignment.
9.3 Severability; Reformation. If any provision of this Agreement is held unenforceable by a court of competent jurisdiction, such provision shall be narrowly reformed to the minimum extent necessary to render it enforceable, and the remaining provisions shall remain in full force and effect. [// GUIDANCE: Indiana courts routinely “blue-pencil” over-broad non-compete provisions but will not rewrite them; ensure geographic/time scopes are enforceable as drafted.]
9.4 Integration. This Agreement constitutes the entire agreement between the Parties with respect to the subject matter hereof and supersedes all prior or contemporaneous oral or written agreements or understandings.
9.5 Counterparts; Electronic Signatures. This Agreement may be executed in multiple counterparts, each of which is deemed an original, but all of which together constitute one and the same instrument. Signatures transmitted by electronic means (e.g., PDF, DocuSign, or similar) shall be deemed original signatures for all purposes.
9.6 Successors and Assigns. This Agreement shall be binding upon and inure to the benefit of the Parties and their respective heirs, personal representatives, successors, and permitted assigns.
9.7 Headings. Section headings are for convenience only and shall not affect interpretation.
10. EXECUTION BLOCK
IN WITNESS WHEREOF, the Parties hereto have executed this Employee Non-Compete Agreement as of the Effective Date.
| EMPLOYER | EMPLOYEE |
|---|---|
| [EMPLOYER LEGAL NAME] | [EMPLOYEE NAME] |
| By: _______ | _________ |
| Name: [SIGNATORY NAME] | |
| Title: [SIGNATORY TITLE] | |
| Date: _____ | Date: ____ |
[OPTION: NOTARY ACKNOWLEDGMENT
State of Indiana )
County of ___)
Subscribed and sworn before me this ___ day of ____, 20__, by [EMPLOYEE NAME].
Notary Public
My commission expires: _______ ]
[// GUIDANCE: BEFORE FINALIZING, verify (1) adequacy of consideration, (2) reasonableness of Restricted Period and Restricted Territory given Employee’s actual scope, and (3) compliance with any company-specific policies on restrictive covenants. Indiana law favors enforceability when the covenant is narrowly tailored to protect legitimate business interests without imposing undue hardship on the employee or injuring the public.]