EMPLOYEE NON-COMPETITION AGREEMENT

(Louisiana – La. Rev. Stat. Ann. § 23:921 compliant)

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
Exhibit A – Restricted Territory

I. DOCUMENT HEADER

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

[EMPLOYER LEGAL NAME], a [STATE] [TYPE OF ENTITY] with its principal place of business at [ADDRESS] (“Employer”), and

[EMPLOYEE FULL LEGAL NAME], an individual residing at [ADDRESS] (“Employee”).

WHEREAS, Employer is engaged in the business of [DESCRIBE BUSINESS] within certain parishes and/or municipalities of the State of Louisiana;

WHEREAS, Employee will be/has been employed by Employer in a position that will provide Employee with access to Employer’s Confidential Information (as defined below) and goodwill; and

WHEREAS, Employer desires to protect its legitimate business interests in accordance with La. Rev. Stat. Ann. § 23:921, and Employee desires to accept such employment and the consideration described herein, subject to the restrictions set forth below.

NOW, THEREFORE, in consideration of the mutual promises herein and other good and valuable consideration (the receipt and sufficiency of which are acknowledged), the parties agree as follows:

II. DEFINITIONS

For purposes of this Agreement, the following terms have the meanings set forth below. Capitalized terms used but not defined herein shall have the meanings assigned elsewhere in this Agreement.

“Affiliate” means, with respect to a specified entity, any other entity that directly or indirectly controls, is controlled by, or is under common control with such specified entity.

“Confidential Information” means any non-public information or trade secrets of Employer or its Affiliates, whether oral, written, electronic, or in any other form, including but not limited to business plans, customer lists, pricing strategies, financial data, and proprietary processes, except information that (i) is or becomes publicly available through no breach of this Agreement by Employee, or (ii) Employee is required to disclose by law, regulation, or court order.

“Restricted Period” means the period commencing on the Termination Date and continuing for [NUMBER ≤ 24] months thereafter.
[// GUIDANCE: La. Rev. Stat. Ann. § 23:921(B) limits non-compete covenants to a maximum of two (2) years following termination.]

“Restricted Territory” means each parish and municipality of the State of Louisiana listed on Exhibit A in which Employer carries on a business similar to that in which Employee was employed.
[// GUIDANCE: The statute requires EACH parish/municipality to be expressly named.]

“Termination Date” means the date Employee’s employment with Employer ends for any reason.

III. OPERATIVE PROVISIONS

3.1 Employment & Consideration.
(a) Employer hereby employs Employee, and Employee accepts employment, on an at-will basis commencing on the Effective Date.
(b) As consideration for Employee’s covenants herein, Employer shall provide (i) continued employment, (ii) access to Confidential Information, and (iii) [ANY ADDITIONAL CONSIDERATION, e.g., bonus, equity grant].

3.2 Non-Competition.
During the Restricted Period, Employee shall not, within the Restricted Territory, directly or indirectly engage in, own, manage, operate, control, or participate in the ownership, management, operation, or control of a business that is the same as or similar to the Business (as defined in Exhibit A) of Employer.
[// GUIDANCE: Narrow the scope to employee’s actual duties to enhance enforceability.]

3.3 Non-Solicitation of Customers.
During the Restricted Period, Employee shall not solicit or attempt to solicit the business of any customer or prospective customer of Employer with whom Employee had material contact during the final [TIMEFRAME, e.g., 12 months] of employment.

3.4 Non-Solicitation of Employees.
Employee shall not, during the Restricted Period, directly or indirectly solicit, induce, or encourage any employee or independent contractor of Employer to terminate or alter his or her relationship with Employer.

3.5 Confidentiality.
Employee shall not, during or after employment, use or disclose Confidential Information except for the benefit of Employer or as expressly authorized in writing by Employer.

3.6 Return of Property.
Upon the earlier of a request by Employer or the Termination Date, Employee shall return all property of Employer, including documents and electronic files containing Confidential Information.

3.7 Conditions Precedent.
The enforceability of Sections 3.2 – 3.5 is conditioned upon Employer’s compliance with all payment obligations set forth in Section 3.1(b).

IV. REPRESENTATIONS & WARRANTIES

4.1 Employer.
(a) Employer is duly organized, validly existing, and in good standing under the laws of its state of formation.
(b) Employer has full power and authority to execute and deliver this Agreement and to perform its obligations hereunder.

4.2 Employee.
(a) Employee has full legal capacity to execute and perform this Agreement.
(b) Employee’s performance of this Agreement does not and will not breach any other agreement to which Employee is a party.
(c) Employee acknowledges receipt of a copy of this Agreement prior to or contemporaneously with the commencement of employment.

4.3 Survival.
The representations and warranties in this Section IV shall survive the execution and delivery of this Agreement and the Termination Date.

V. COVENANTS & RESTRICTIONS

5.1 Compliance Monitoring.
Employee shall, upon reasonable request, certify in writing compliance with the covenants of Section III.

5.2 Notice of Employment.
During the Restricted Period, Employee shall provide Employer with written notice of any subsequent employment or engagement, including the identity of the new employer, job title, and description of duties.

5.3 Injunctive Cooperation.
Employee shall cooperate with Employer in any proceeding to enforce this Agreement, including providing truthful testimony and affidavits.

VI. DEFAULT & REMEDIES

6.1 Events of Default.
(a) Employee’s breach of any covenant in Section III shall constitute an Event of Default.
(b) Employer’s material breach of payment obligations under Section 3.1(b) that remains uncured for ten (10) days after notice shall constitute an Employer Event of Default.

6.2 Notice & Cure.
Except with respect to breaches of Section 3.5 (Confidentiality) or Section 3.2 (Non-Competition), either party shall have ten (10) days after written notice to cure any alleged breach before the non-breaching party may pursue remedies.

6.3 Injunctive Relief.
Employee acknowledges that any breach of Section III will cause Employer irreparable harm for which monetary damages are inadequate, and that Employer shall be entitled to immediate injunctive relief in any court of competent jurisdiction without posting bond to the extent permitted by law.

6.4 Additional Remedies.
Employer may also pursue all other remedies available at law or in equity, including but not limited to actual damages, disgorgement of profits, and recovery of reasonable attorneys’ fees and costs.

VII. 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, claims, damages, liabilities, 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. The parties acknowledge that the indemnification in Section 7.1 is uncapped.

7.3 Insurance.
[OPTIONAL] Employer and Employee shall each maintain insurance policies reasonably adequate to cover their respective obligations hereunder.

7.4 Force Majeure.
Neither party shall be liable for failure to perform its obligations (other than payment obligations or confidentiality obligations) if such failure results from events beyond its reasonable control, provided the affected party gives prompt notice and uses diligent efforts to resume performance.

VIII. DISPUTE RESOLUTION

8.1 Governing Law.
This Agreement and any dispute arising hereunder shall be governed by, construed, and enforced in accordance with the laws of the State of Louisiana, without regard to its conflict-of-law rules.

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

8.3 Arbitration.
[OPTIONAL – Include ONLY if selected] Any dispute, claim, or controversy arising under or relating to this Agreement shall, at Employer’s election, be resolved by confidential, binding arbitration administered by [ARBITRATION ADMINISTRATOR] 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] EACH PARTY HEREBY WAIVES, TO THE FULLEST EXTENT PERMITTED BY LAW, ANY RIGHT TO TRIAL BY JURY IN ANY ACTION ARISING OUT OF OR RELATING TO THIS AGREEMENT.

8.5 Equitable Relief Preservation.
Nothing in this Section VIII shall limit either party’s right to seek provisional or injunctive relief in aid of arbitration or to enforce the covenants of Section III.

IX. GENERAL PROVISIONS

9.1 Amendment & Waiver.
No amendment or waiver of any provision of this Agreement shall be effective unless it is in writing and signed by both parties. Waiver of a breach shall not waive any subsequent breach.

9.2 Assignment & Delegation.
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 a successor by merger, sale of assets, or otherwise, provided the successor assumes Employer’s obligations herein.

9.3 Successors & Assigns.
This Agreement shall be binding upon and inure 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, such provision shall be reformed to the minimum extent necessary to comply with applicable law while preserving the parties’ original intent, and the remaining provisions shall remain in full force and effect.
[// GUIDANCE: Louisiana courts may reform overbroad covenants; include explicit reformation language.]

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

9.6 Counterparts; Electronic Signatures.
This Agreement may be executed in one or more counterparts (including electronic or facsimile signatures), each of which shall be deemed an original and all of which together shall constitute one instrument.

9.7 Notices.
All notices shall be in writing and delivered by (i) personal delivery, (ii) nationally recognized overnight courier, or (iii) certified mail (return receipt requested) to the addresses set forth above (or such other address as either party may designate by notice). Notice shall be deemed given upon receipt.

X. EXECUTION BLOCK

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

[OPTIONAL NOTARIZATION – Recommended for Louisiana]

State of Louisiana )
Parish of ____)

Subscribed and sworn before me this _ day of _, 20__, by ___.

Notary Public
My commission expires: _______

EXHIBIT A – RESTRICTED TERRITORY & BUSINESS DESCRIPTION

1. Restricted Territory: Employee and Employer agree that the following parishes and municipalities constitute the Restricted Territory for purposes of Section III:

• [LIST EACH PARISH AND/OR MUNICIPALITY WHERE EMPLOYER CARRIES ON BUSINESS]

[// GUIDANCE: Update this list whenever Employer expands or reduces operations; failure to list a parish renders the covenant unenforceable there.]

2. Business Description: The “Business” of Employer for purposes of Section 3.2 is defined as [DETAILED DESCRIPTION OF BUSINESS ACTIVITIES TO BE PROTECTED].

[// GUIDANCE:
1. Confirm that Restricted Period ≤ 24 months and that each parish/municipality is expressly named.
2. Provide Employee with a copy of this Agreement at least on or before the first day of work.
3. Maintain executed copies in personnel files for evidentiary purposes.
4. Review annually to ensure continued compliance with La. Rev. Stat. Ann. § 23:921 and any amendments.]