NON-COMPETE AGREEMENT

(Michigan – MCL 445.774a Compliant)

[// GUIDANCE: Replace all bracketed, ALL-CAPS items before use. Do not remove section numbers or defined-term capitalization, as downstream cross-references rely on them.]

TABLE OF CONTENTS

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

1. DOCUMENT HEADER

1.1 Parties. This Non-Compete Agreement (this “Agreement”) is entered into as of [EFFECTIVE DATE] (the “Effective Date”) by and between [EMPLOYER LEGAL NAME], a [STATE] [ENTITY TYPE] with principal place of business at [ADDRESS] (“Employer”), and [EMPLOYEE FULL LEGAL NAME], residing at [ADDRESS] (“Employee,” and together with Employer, the “Parties,” each a “Party”).

1.2 Recitals.
(a) Employer is engaged in the business of [DESCRIBE BUSINESS/INDUSTRY] (the “Business”).
(b) Employer has invested substantial time, money, and resources in developing its goodwill, Confidential Information, and customer relationships.
(c) Employer desires to protect its legitimate business interests in accordance with Mich. Comp. Laws § 445.774a.
(d) As a condition of [initial employment / continued employment / promotion / other] and in consideration of the mutual covenants herein and [ADDITIONAL CONSIDERATION] (the “Consideration”), the Parties agree as follows.

1.3 Governing Law & Venue. This Agreement is governed by the laws of the State of Michigan without regard to conflict-of-law rules. Subject to Section 8 (Dispute Resolution), the state courts located in [COUNTY], Michigan shall have exclusive jurisdiction.

2. DEFINITIONS

The following terms have the meanings set forth below and apply equally to singular and plural forms. Any capitalized term not defined in this Section 2 has the meaning assigned elsewhere in this Agreement.

“Affiliate” means, with respect to any Person, any other Person directly or indirectly controlling, controlled by, or under common control with such Person.

“Confidential Information” means all proprietary, non-public information of Employer or its Affiliates disclosed to, accessed by, or learned by Employee during employment, whether in written, oral, electronic, or other form, including trade secrets, customer data, business plans, pricing, and research.

“Competing Business” means any business that develops, markets, sells, or provides products or services that are the same as or substantially similar to the Business or any portion thereof with which Employee was materially involved during the last [TIME FRAME, e.g., 12 months] of employment.

“Person” means any natural person, corporation, limited liability company, partnership, trust, or other entity.

“Restricted Area” means [GEOGRAPHIC AREA—e.g., 50-mile radius of Employer’s principal place of business OR list of counties/states].

“Restricted Period” means the period commencing on the Termination Date and continuing for [DURATION—e.g., 12 months] thereafter.

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

[// GUIDANCE: Ensure Restricted Area and Restricted Period are narrowly tailored. Overbroad scopes jeopardize enforceability under MCL 445.774a.]

3. OPERATIVE PROVISIONS

3.1 Term of Agreement. This Agreement is effective on the Effective Date and continues until the later of (a) expiration of the Restricted Period or (b) full performance of each Party’s obligations.

3.2 Consideration. Employee acknowledges that (a) the Consideration identified in Section 1.2(d) is adequate and sufficient, and (b) continued at-will employment alone may be insufficient consideration under certain circumstances; accordingly, Employer shall provide Employee with [describe tangible consideration—e.g., signing bonus of $____, equity grant, specialized training] contemporaneously with execution of this Agreement. [// GUIDANCE: For existing employees, use real additional consideration.]

3.3 Conditions Precedent. Employer’s obligations under this Agreement are conditioned on Employee’s (a) execution and delivery of this Agreement, (b) ongoing compliance with Sections 5 and 6, and (c) return of all Employer property on the Termination Date.

4. REPRESENTATIONS & WARRANTIES

4.1 Mutual Representations. Each Party represents and warrants that:
(a) it has full power and authority to enter into and perform this Agreement;
(b) the execution and performance do not violate any other agreement to which it is a party; and
(c) this Agreement constitutes a valid and binding obligation enforceable in accordance with its terms.

4.2 Employee’s Additional Representations. Employee further represents and warrants that:
(a) Employee is not subject to any prior non-competition, non-solicitation, or similar restrictions that would conflict with this Agreement; and
(b) Employee will promptly disclose to Employer any agreement that could restrict Employee’s performance of duties.

4.3 Survival. Each representation and warranty survives the Termination Date for the longer of (a) the applicable statute of limitations or (b) the Restricted Period.

5. COVENANTS & RESTRICTIONS

5.1 Non-Competition. During employment and throughout the Restricted Period, Employee shall not, directly or indirectly, within the Restricted Area, engage in, own, manage, operate, control, or participate in the ownership, management, operation, or control of, a Competing Business.

5.2 Non-Solicitation of Customers. During employment and for [DURATION—e.g., 24 months] following the Termination Date, Employee shall not solicit or attempt to solicit any customer or prospective customer of Employer with whom Employee had Material Contact for the purpose of providing products or services that are competitive with the Business.

5.3 Non-Solicitation of Employees. During employment and for [DURATION—e.g., 24 months] following the Termination Date, Employee shall not induce or attempt to induce any employee, contractor, or agent of Employer to terminate or reduce their relationship with Employer.

5.4 Confidentiality. Employee shall not, at any time during or after employment, use or disclose Confidential Information except as necessary to perform Employee’s duties for Employer.

5.5 Return of Property. Upon the Termination Date or earlier request, Employee shall return all property of Employer, including documents and electronic files, and certify in writing that no copies remain in Employee’s possession.

5.6 Monitoring & Compliance. Employee authorizes Employer to notify any third party, including prospective employers, of the existence of this Agreement and Employee’s obligations hereunder.

6. DEFAULT & REMEDIES

6.1 Events of Default. Any failure by Employee to comply with Section 5 constitutes an “Employee Event of Default.”

6.2 Notice and Cure. Employer may provide written notice specifying the nature of an Employee Event of Default. If the breach is curable, Employee shall have [NUMBER] days to cure. Breaches of Sections 5.1 or 5.4 are deemed incapable of cure.

6.3 Injunctive Relief. Employee acknowledges that breach of Sections 5.1–5.4 would cause irreparable harm for which money damages are inadequate. Accordingly, Employer is entitled to temporary, preliminary, and permanent injunctive relief in any court of competent jurisdiction, without the necessity of posting bond or proving actual damages, in addition to any other remedies at law or equity.

6.4 Tolling. The Restricted Period will be tolled during the pendency of any breach, such that the full Restricted Period is enforceable following cessation of the breach.

6.5 Attorneys’ Fees. In any action to enforce this Agreement, the prevailing Party is entitled to 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, liabilities, damages, claims, costs, and expenses (including reasonable attorneys’ fees) arising out of or resulting from any Employee Event of Default.

7.2 Limitation of Liability. NO LIABILITY CAP APPLIES. [// GUIDANCE: Section intentionally blank to comply with “no_cap” metadata.]

7.3 Insurance. Employer may, at its option, maintain key-person or similar insurance on Employee’s life or services and shall be the sole beneficiary of such policy. Employee shall cooperate as reasonably requested in obtaining such coverage.

7.4 Force Majeure. Neither Party is liable for failure to perform attributable to causes beyond its reasonable control (excluding payment obligations), provided the affected Party gives prompt notice and uses diligent efforts to resume performance.

8. DISPUTE RESOLUTION

8.1 Governing Law; Forum Selection. This Agreement is governed by Michigan law, and the courts of [COUNTY], Michigan have exclusive jurisdiction, subject to Section 8.2.

8.2 Optional Arbitration. [OPTION 1 – SELECT IF DESIRED] Any dispute arising out of or relating to this Agreement shall be resolved by binding arbitration administered by the American Arbitration Association under its Employment Arbitration Rules in [CITY], Michigan. Judgment on the award may be entered in any court of competent jurisdiction. The Parties shall maintain the confidentiality of the arbitration proceeding, award, and related documents, except as required by law.
[// GUIDANCE: Delete Section 8.2 if client declines arbitration.]

8.3 Jury Trial Waiver. [OPTIONAL] The Parties hereby irrevocably waive any right to a trial by jury in any action or proceeding arising under or relating to this Agreement.
[// GUIDANCE: Remove if client prefers to preserve jury rights.]

8.4 Equitable Relief Notwithstanding Arbitration. Nothing in this Section 8 precludes Employer from seeking injunctive or other equitable relief in any court to enforce Sections 5 or 6.

9. GENERAL PROVISIONS

9.1 Amendment; Waiver. No amendment or waiver is valid unless in a writing signed by the Party against whom enforcement is sought. Failure to enforce any provision is not a waiver of future enforcement.

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

9.3 Severability; Reformation. If any provision is held invalid or unenforceable, it is deemed modified to the minimum extent necessary to render it valid and enforceable, consistent with Mich. Comp. Laws § 445.774a; the remaining provisions remain in full force.

9.4 Entire Agreement. This Agreement constitutes the entire agreement between the Parties concerning the subject matter and supersedes all prior understandings.

9.5 Counterparts; Electronic Signatures. This Agreement may be executed in multiple counterparts (including PDF and electronic signatures), each of which is deemed an original and all of which constitute one instrument.

9.6 Successors and Assigns. This Agreement binds and benefits the Parties and their respective successors and permitted assigns.

9.7 Headings. Headings are for convenience only and do not affect interpretation.

10. EXECUTION BLOCK

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

[// GUIDANCE: Michigan does not require notarization for non-competes, but consider notarization for evidentiary purposes.]

© [YEAR] This template is provided for educational purposes. Consult licensed Michigan counsel before use.