EMPLOYEE NON-COMPETITION AGREEMENT
(New Hampshire)
[// GUIDANCE: This template is drafted to comply with New Hampshire-specific non-compete rules in force as of the generation date. Counsel must confirm no statutory amendments, rule changes, or case-law developments have occurred prior to execution. All bracketed language should be customized for the particular transaction.]
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
1.1 Title.
Employee Non-Competition Agreement (the “Agreement”).
1.2 Parties.
This Agreement is entered into by and between:
(a) [EMPLOYER LEGAL NAME], a [STATE OF FORMATION] [corporation/LLC] with its principal place of business at [ADDRESS] (“Employer”); and
(b) [EMPLOYEE NAME], an individual residing at [ADDRESS] (“Employee”).
1.3 Effective Date.
This Agreement is effective as of [EFFECTIVE DATE] (the “Effective Date”).
1.4 Recitals.
A. Employer is in the business of [GENERAL DESCRIPTION OF BUSINESS/INDUSTRY] and possesses valuable Confidential Information (as defined below).
B. Employer wishes to employ Employee in the position of [POSITION TITLE] and Employee desires to accept such employment.
C. As a condition of employment and in exchange for the consideration detailed herein, the parties agree to the restrictive covenants and other terms set forth below.
2. DEFINITIONS
For purposes of this Agreement, capitalized terms shall have the meanings set forth below:
“Affiliate” – Any entity that directly or indirectly controls, is controlled by, or is under common control with Employer.
“Business” – The business of [DESCRIPTION OF BUSINESS SEGMENT SUBJECT TO RESTRICTION; e.g., “manufacturing and selling specialty medical devices”].
“Competing Business” – Any Person that, wholly or partly, engages in the Business within the Restricted Territory.
“Confidential Information” – All non-public, proprietary, or trade secret information of Employer or its Affiliates including, without limitation, [LIST EXAMPLES].
“Person” – Any individual, corporation, partnership, limited liability company, joint venture, association, trust, or other legal entity.
“Restricted Period” – The period commencing on the Employee’s Separation Date and continuing for [NUMBER] months thereafter.
“Restricted Territory” – [DEFINE GEOGRAPHIC SCOPE; e.g., “the states of New Hampshire, Massachusetts, and Maine”].
“Separation Date” – The last day on which Employee is employed by Employer for any reason.
[// GUIDANCE: Alphabetize new defined terms and verify internal cross-references.]
3. OPERATIVE PROVISIONS
3.1 At-Will Employment.
Unless otherwise set forth in a separate written agreement signed by both parties, Employee’s employment remains “at-will,” meaning either party may terminate the employment relationship at any time, with or without cause, subject to Section 6 (Default & Remedies) and compliance with applicable law.
3.2 Consideration.
(a) Employer and Employee acknowledge and agree that adequate and independent consideration supports this Agreement, including:
(i) Initial employment of Employee by Employer;
(ii) Access to Confidential Information;
(iii) [OPTIONAL: Sign-on bonus/equity grant of $____]; and
(iv) Other good and valuable consideration, the sufficiency and receipt of which are hereby acknowledged.
(b) If this Agreement is executed after Employee has commenced employment, Employer shall provide additional consideration described in Section 3.2(a)(iii) or such other lawful consideration as may be mutually agreed.
3.3 Condition Precedent—Statutory Disclosure.
Employer represents that it provided Employee with a copy of this Agreement at least [X] business days prior to Employee’s acceptance of Employer’s offer of employment, as required under applicable New Hampshire labor statutes.
3.4 Term.
This Agreement shall remain in effect for the duration of Employee’s employment and through the end of the Restricted Period, unless terminated earlier in accordance with Section 6.4.
4. REPRESENTATIONS & WARRANTIES
4.1 Mutual Representations.
Each party represents and warrants that:
(a) It has full power and authority to execute, deliver, and perform this Agreement;
(b) This Agreement constitutes a legal, valid, and binding obligation enforceable against such party; and
(c) Execution and performance do not violate any other agreement or legal obligation binding on the party.
4.2 Employee Representations.
Employee further represents that:
(a) Employee is not subject to any prior obligations that conflict with or limit Employee’s ability to perform Employee’s duties for Employer; and
(b) Employee will not misappropriate or improperly disclose any confidential information of any prior employer.
4.3 Survival.
The representations and warranties in this Section 4 shall survive termination or expiration of this Agreement for the duration of the Restricted Period.
5. COVENANTS & RESTRICTIONS
5.1 Non-Competition.
(a) During the Restricted Period, Employee shall not, within the Restricted Territory, directly or indirectly (whether as owner, employee, consultant, agent, officer, director, partner, investor, or otherwise) engage in, provide services to, or have a financial interest in any Competing Business.
(b) Passive Investments. Ownership of < 2 % of any class of securities of a publicly-traded company shall not violate this Section 5.1, provided Employee does not otherwise render services to such company.
5.2 Non-Solicitation of Customers.
During the Restricted Period, Employee shall not solicit, divert, take away, or attempt to solicit any customers or prospective customers of Employer with whom Employee had material business contact during the 12-month period preceding the Separation Date for purposes of providing products or services that are competitive with the Business.
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 alter his, her, or its employment or engagement with Employer.
5.4 Confidential Information.
Employee shall hold all Confidential Information in strict confidence and shall not, without prior written consent of Employer, disclose, use, copy, or permit the use or disclosure of Confidential Information except as necessary for the performance of Employee’s duties.
5.5 Intellectual Property Assignment.
Employee hereby assigns to Employer all right, title, and interest in and to any inventions, works of authorship, or developments conceived or reduced to practice by Employee, either alone or with others, during Employee’s employment that relate to the Business or result from any work performed for Employer.
5.6 Reasonableness; Reformation.
The parties acknowledge that the covenants in this Section 5 are reasonable in scope, duration, and geography and are necessary to protect Employer’s legitimate business interests. If a court of competent jurisdiction determines any restriction to be overbroad or unenforceable, the court shall modify such restriction to the minimum extent necessary to render it enforceable in accordance with New Hampshire’s “blue-pencil” doctrine.
6. DEFAULT & REMEDIES
6.1 Events of Default.
Employee shall be in default under this Agreement upon:
(a) Any breach of Section 5;
(b) Failure to return Employer property within 3 business days after a written demand; or
(c) Material misrepresentation under Section 4.
6.2 Notice and Cure.
Employer will provide written notice specifying any alleged default. If the default is capable of cure, Employee shall have 5 business days from receipt of notice to cure. Non-curable breaches (including unauthorized competition or disclosure of Confidential Information) shall constitute immediate defaults.
6.3 Remedies.
In the event of default, Employer may pursue any and all remedies available at law or in equity, including:
(a) Temporary, preliminary, and permanent injunctive relief;
(b) Recovery of actual damages, including lost profits and consequential damages;
(c) Recovery of reasonable attorneys’ fees, costs, and expenses incurred in enforcement; and
(d) Extension of the Restricted Period by a duration equal to any period of breach.
6.4 Termination.
Employer may terminate Employee’s employment immediately upon material default without limiting any other rights or remedies set forth herein.
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, costs, and expenses (including reasonable attorneys’ fees) arising out of or related to Employee’s breach of this Agreement.
7.2 No Limitation of Liability.
The parties agree that no contractual cap or limitation of liability applies to claims arising from Employee’s breach of Section 5 or the indemnification obligations under Section 7.1.
7.3 Insurance.
[OPTIONAL] Employee agrees to maintain professional liability or other insurance satisfactory to Employer with limits of not less than $[AMOUNT] per claim.
7.4 Force Majeure.
Neither party shall be liable for non-performance under this Agreement to the extent such failure results from causes beyond the party’s reasonable control; provided that this Section 7.4 shall not excuse performance of monetary obligations or compliance with Section 5.
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 New Hampshire, without regard to its conflict-of-law principles.
8.2 Forum Selection.
Subject to Section 8.3 (Arbitration), the parties irrevocably submit to the exclusive jurisdiction of the state courts located in [COUNTY], New Hampshire, and waive any objection to venue therein.
8.3 Arbitration.
[OPTIONAL – CHECK ONE]
☐ Arbitration Not Applicable
☐ Arbitration Mandatory. Any dispute, claim, or controversy arising out of or related to this Agreement shall be resolved by binding arbitration administered by [ADMINISTRATOR] in accordance with its [RULES] then in effect. The arbitration shall be conducted in [CITY], New Hampshire, by a single arbitrator. Judgment on the award may be entered in any court having jurisdiction.
8.4 Jury Trial Waiver.
[OPTIONAL] THE PARTIES HEREBY WAIVE, TO THE FULLEST EXTENT PERMITTED BY LAW, ANY RIGHT TO A TRIAL BY JURY IN ANY ACTION ARISING OUT OF OR RELATED TO THIS AGREEMENT.
8.5 Injunctive Relief Unimpaired.
Nothing in this Section 8 shall limit Employer’s right to seek equitable relief, including temporary restraining orders or injunctions, from any court of competent jurisdiction to prevent or curtail any actual or threatened breach of Section 5.
9. GENERAL PROVISIONS
9.1 Amendments; Waivers.
No amendment or waiver of any provision of this Agreement shall be effective unless in writing and signed by both parties. No waiver of any breach shall be deemed a waiver of any subsequent breach.
9.2 Assignment.
Employee may not assign, delegate, or otherwise transfer Employee’s rights or obligations under this Agreement without Employer’s prior written consent. Employer may assign this Agreement to any successor in interest by merger, consolidation, or asset sale.
9.3 Successors & Assigns.
This Agreement shall be binding upon, and inure to the benefit of, the parties hereto and their respective heirs, legal representatives, 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 effect, and the invalid provision shall be interpreted to the maximum extent possible to effect its original intent.
9.5 Entire Agreement.
This Agreement constitutes the entire agreement between the parties regarding its subject matter and supersedes all prior or contemporaneous oral or written agreements.
9.6 Counterparts; Electronic Signatures.
This Agreement may be executed in multiple counterparts, each of which shall be deemed an original. Signatures transmitted electronically (e.g., via PDF or electronic signature platform) shall be deemed originals and fully enforceable.
9.7 Notice.
All notices under this Agreement shall be in writing and delivered (a) personally, (b) by certified mail (return receipt requested), or (c) by nationally recognized overnight courier to the addresses set forth above (or such other address as a party may designate by notice). Notices shall be deemed given: (i) when delivered personally; (ii) three days after deposit in the U.S. mail; or (iii) one business day after deposit with a courier.
10. EXECUTION BLOCK
IN WITNESS WHEREOF, the parties have executed this Employee Non-Competition Agreement as of the Effective Date.
EMPLOYER:
[EMPLOYER LEGAL NAME]
By: ____
Name: ____
Title: _____
Date: _________
EMPLOYEE:
[EMPLOYEE NAME]
Date: _____
[NOTARY BLOCK – OPTIONAL PER NH REQUIREMENTS]
STATE OF ___ )
COUNTY OF _______ )
On this ___ day of _, 20_, before me, the undersigned notary public, personally appeared ______, proved to me through satisfactory evidence of identification to be the person whose name is signed above, and acknowledged the foregoing instrument.
Notary Public
My Commission Expires: _______
[// GUIDANCE:
1. Confirm the employee is not a “low-wage employee” under current New Hampshire law before using a non-compete.
2. Tailor the Restricted Territory and Restricted Period to be no broader than necessary. Typical NH-enforceable terms range from 6–12 months and geographic areas tied to the employee’s actual sales territory or employer’s operations.
3. Provide this Agreement to the employee concurrently with, or prior to, the formal offer letter to satisfy statutory disclosure requirements.
4. Retain a signed copy in the personnel file and consider having the employee initial each page.
]