EMPLOYEE NON-COMPETE AGREEMENT
(Missouri – Court-Ready Template)
[// GUIDANCE: Replace all bracketed text before execution. Delete guidance comments in final signed version.]
TABLE OF CONTENTS
- Document Header
- Definitions
- Consideration
- Covenants & Restrictions
- Representations & Warranties
- 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], a [STATE OF FORMATION] [TYPE OF ENTITY] having its principal place of business at [ADDRESS] (“Employer”); and
• [EMPLOYEE NAME], an individual residing at [ADDRESS] (“Employee”).
Employer and Employee are sometimes referred to individually as a “Party” and collectively as the “Parties.”
Recitals
A. Employer is engaged in [DESCRIPTION OF BUSINESS] and invests substantial resources in developing confidential information, goodwill, and customer relationships.
B. Employee’s employment will provide Employee with specialized training and access to Employer’s Confidential Information (as defined below).
C. Employer desires to protect its legitimate business interests, and Employee desires to accept employment (or continued employment) with Employer subject to the terms of this Agreement.
D. The Parties enter into this Agreement for good and valuable consideration, the receipt and sufficiency of which are acknowledged.
2. DEFINITIONS
For purposes of this Agreement, capitalized terms have the meanings set forth below. Defined terms appear alphabetically.
“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.
“Business” means the business of [EMPLOYER BUSINESS DESCRIPTION – USE SAME AS ABOVE].
“Competing Business” means any person or entity that engages, directly or indirectly, in all or any portion of the Business within the Restricted Territory during the Restricted Period.
“Confidential Information” means all non-public information, whether oral, written, electronic, or in any other form, relating to Employer or its Affiliates, including trade secrets; customer, vendor, and prospect lists; pricing; marketing plans; business strategies; methods; finances; and any information Employer is obligated to keep confidential.
“Restricted Period” means the period commencing on the Effective Date and ending [TIME RESTRICTION, e.g., twenty-four (24) months] after the date Employee’s employment with Employer terminates for any reason.
“Restricted Territory” means (a) [GEOGRAPHIC SCOPE, e.g., a 50-mile radius of any location] at which Employee performed services or had material business contacts on Employer’s behalf during the twelve-month period preceding the termination of employment, and (b) any state or county in which Employer conducted the Business and in which Employee had material business involvement on Employer’s behalf during such period.
3. CONSIDERATION
3.1 Initial Consideration. In exchange for Employee’s execution of this Agreement:
(a) Employer will employ (or continue to employ) Employee in the position of [TITLE] commencing on the Effective Date; and
(b) Employer will provide Employee a one-time payment of [$ AMOUNT] and access to specialized training and Confidential Information.
[// GUIDANCE: Missouri courts generally deem commencement or continuation of at-will employment to be valid consideration when coupled with actual continued employment. The optional cash payment strengthens enforceability for post-hire agreements.]
3.2 Adequacy of Consideration. Employee acknowledges that the consideration described in Section 3.1 is fair and adequate and constitutes full, sufficient, and independent consideration for Employee’s covenants herein.
4. COVENANTS & RESTRICTIONS
4.1 Non-Competition. During the Restricted Period, Employee shall not, within the Restricted Territory, directly or indirectly:
(a) own, manage, operate, control, or participate in the ownership, management, operation, or control of, a Competing Business;
(b) be employed by, consult with, or render services to a Competing Business in any capacity in which Employee could use or disclose Confidential Information or goodwill; or
(c) prepare to engage in any of the foregoing activities.
4.2 Non-Solicitation of Customers. During the Restricted Period, Employee shall not, directly or indirectly, solicit or attempt to solicit business competitive with the Business from any person or entity that was a customer or prospective customer of Employer with whom Employee had contact or about whom Employee received Confidential Information during the twelve months preceding termination of employment.
4.3 Non-Solicitation of Employees and Contractors. During the Restricted Period, Employee shall not, directly or indirectly, recruit, solicit, or induce (or attempt to do so) any employee or independent contractor of Employer to terminate or diminish his, her, or its relationship with Employer.
4.4 Confidentiality. Employee shall (a) hold all Confidential Information in strict confidence, (b) use Confidential Information solely for the benefit of Employer, and (c) not disclose Confidential Information to any third party except as authorized in writing by Employer.
4.5 Return of Property. Upon termination of employment or at Employer’s earlier request, Employee shall immediately return to Employer all property and materials containing Confidential Information and certify in writing compliance with this Section 4.5.
5. REPRESENTATIONS & WARRANTIES
5.1 Employee’s Authority. Employee represents that Employee is not a party to any agreement or restriction that would prevent Employee from fully performing Employee’s obligations under this Agreement.
5.2 No Conflicting Obligations. Employee warrants that execution and performance of this Agreement will not violate any order, judgment, or contractual obligation binding on Employee.
5.3 Survival. The representations and warranties in this Section 5 survive termination of the employment relationship and enforcement of this Agreement.
6. DEFAULT & REMEDIES
6.1 Events of Default. Any breach or threatened breach by Employee of Sections 4.1 – 4.4 constitutes an “Event of Default.”
6.2 Notice and Cure. Employer may provide written notice of an Event of Default and, where the breach is curable, allow Employee [10] calendar days to cure. No cure period is required for breaches of confidentiality or unauthorized competition.
6.3 Injunctive Relief. Employee acknowledges that an Event of Default will cause Employer irreparable harm for which monetary damages are inadequate. Accordingly, Employer is entitled to temporary, preliminary, and permanent injunctive relief, specific performance, and all other equitable remedies without the necessity of posting bond.
6.4 Additional Remedies. Employer may also recover all actual damages, profits, and advantages gained by Employee (or any third party) from the breach, together with reasonable attorneys’ fees and costs incurred in enforcement.
7. RISK ALLOCATION
7.1 Indemnification by Employee. Employee shall indemnify, defend, and hold harmless Employer, its Affiliates, and their respective directors, officers, employees, and agents from and against any and all losses, damages, liabilities, costs, and expenses (including reasonable attorneys’ fees) arising out of or resulting from Employee’s breach of this Agreement.
[// GUIDANCE: “No Liability Cap” per user metadata—no limitation clause included.]
7.2 Insurance. Employer may, at its sole option, obtain insurance covering risks arising from Employee’s potential breach; however, such insurance does not limit Employee’s indemnification obligations.
7.3 Force Majeure. Employer is excused from performance to the extent prevented by causes beyond its reasonable control; Employee’s restrictive covenants are not excused or tolled by any force majeure event.
8. DISPUTE RESOLUTION
8.1 Governing Law. This Agreement and any dispute arising hereunder are governed by and construed in accordance with the laws of the State of Missouri, without regard to conflict-of-laws principles.
8.2 Forum Selection. The Parties irrevocably submit to the exclusive jurisdiction of the state courts located in [COUNTY] County, Missouri for any action arising out of or relating to this Agreement, and waive any objection based on venue or forum non conveniens.
8.3 Arbitration (Optional). At Employer’s sole election, any dispute, claim, or controversy arising out of or relating to this Agreement (other than requests for injunctive relief under Section 6.3) shall be finally resolved by binding arbitration administered by [ARBITRATION ADMINISTRATOR] in accordance with its rules then in effect. Judgment on the award may be entered in any court of competent jurisdiction.
8.4 Jury Trial Waiver (Optional). TO THE EXTENT NOT PROHIBITED BY LAW, THE PARTIES KNOWINGLY AND VOLUNTARILY WAIVE THEIR RIGHT TO A TRIAL BY JURY IN ANY ACTION OR PROCEEDING ARISING OUT OF THIS AGREEMENT. [// GUIDANCE: Remove if jury waiver is not desired.]
8.5 Preservation of Injunctive Relief. Nothing in this Section 8 limits Employer’s right to seek or obtain equitable relief in accordance with Section 6.3.
9. GENERAL PROVISIONS
9.1 Amendment; Waiver. No amendment or waiver of any provision of this Agreement is effective unless it is in writing and signed by both Parties. A waiver of any breach does not constitute a 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 hereunder without Employer’s prior written consent.
9.3 Severability; Reformation. If any provision is held unenforceable, the remaining provisions remain in full force. To the extent a court finds any covenant overly broad, the court shall modify the covenant to the minimum extent necessary to render it enforceable under Missouri law (the “blue-pencil” doctrine).
9.4 Tolling. The Restricted Period is tolled during any time Employee is in breach of Sections 4.1 – 4.4.
9.5 Successors and Assigns. This Agreement binds and inures to the benefit of the Parties and their respective heirs, legal representatives, successors, and permitted assigns.
9.6 Integration. This Agreement constitutes the entire agreement between the Parties regarding the subject matter and supersedes all prior or contemporaneous oral or written agreements.
9.7 Counterparts; Electronic Signatures. This Agreement may be executed in counterparts, each of which is deemed an original, and all of which together constitute one instrument. Electronic signatures and PDF copies are deemed originals for all purposes.
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: [PRINTED NAME] | |
| Title: [TITLE] | |
| Date: _____ | Date: _____ |
[// GUIDANCE: Missouri does not require notarization for a non-compete; include if desired.]
[END OF AGREEMENT]