Non-Compete Agreement

EMPLOYEE NON-COMPETITION AND CONFIDENTIALITY AGREEMENT

(Nevada)

TABLE OF CONTENTS

1. Document Header
2. Definitions
3. Consideration & Term
4. Restrictive Covenants
5. Representations & Warranties
6. Defaults & Remedies
7. Risk Allocation
8. Dispute Resolution
9. General Provisions
10. Execution Block

1. DOCUMENT HEADER

Employee Non-Competition and Confidentiality Agreement (“Agreement”) made effective as of [EFFECTIVE DATE] (“Effective Date”) by and between [EMPLOYER LEGAL NAME], a [STATE & ENTITY TYPE] (“Company”), and [EMPLOYEE NAME], an individual resident of [STATE] (“Employee,” and together with Company, each a “Party” and collectively the “Parties”).

Recitals

A. Company operates the business of [DESCRIPTION OF BUSINESS] (“Business”).
B. Employee will occupy a position of trust and will receive access to Company’s Confidential Information (defined below).
C. The Parties enter into this Agreement in consideration of [e.g., continued at-will employment, promotion, equity grant, bonus, access to trade secrets], the mutual covenants herein, and for other good and valuable consideration, the receipt and adequacy of which are acknowledged.

NOW, THEREFORE, the Parties agree as follows:

2. DEFINITIONS

For purposes of this Agreement, capitalized terms have the meanings set forth below (alphabetically):

“Affiliate” – Any entity controlling, controlled by, or under common control with Company, directly or indirectly.

“Competing Business” – Any person or entity that engages in the same or substantially similar business as the Business within the Restricted Territory.

“Confidential Information” – All non-public information, whether oral, written, electronic, or in any other form, disclosed or made available to Employee relating to the Business, including trade secrets, financial data, customer lists, pricing, marketing plans, software, and proprietary processes, whether or not marked “confidential.”

“Customer” – Any individual or entity that purchased goods or services from Company within the [LOOK-BACK PERIOD, e.g., 12 months] preceding Employee’s termination.

“Restricted Period” – The period beginning on the Termination Date and continuing for [RESTRICTED PERIOD] (not to exceed two (2) years absent exceptional circumstances).

“Restricted Territory” – [GEOGRAPHIC AREA] where Employee regularly performed services or had material business contacts on Company’s behalf during the [LOOK-BACK PERIOD].

“Termination Date” – The date Employee’s employment with Company ends for any reason.

3. CONSIDERATION & TERM

3.1 Consideration. Employee acknowledges that (a) at the time of signing, Employee is [NOT AN HOURLY WAGE EMPLOYEE] as defined in NRS 613.195(3); (b) the consideration stated in Recital C constitutes sufficient “valuable consideration” under Nevada law; and (c) Employee’s continued employment is conditioned on execution of, and compliance with, this Agreement.

3.2 Term. This Agreement is effective on the Effective Date and, except as otherwise specified herein, shall survive the termination of Employee’s employment for the duration of the Restricted Period and for so long thereafter as is necessary to enforce any surviving obligations.

4. RESTRICTIVE COVENANTS

4.1 Non-Competition. Employee shall not, during the Restricted Period, directly or indirectly, within the Restricted Territory, engage in, own, manage, operate, control, or participate in the ownership, management, operation, or control of, or perform Competitive Services for, any Competing Business.
(a) Passive Investments. Employee may own up to 2% of the outstanding securities of any publicly traded company.
(b) Exception for Non-Solicited Clients. Consistent with NRS 613.195(2), this Section does not prohibit Employee from providing services to a client or customer of Company if (i) Employee did not solicit the client, and (ii) the services are provided through a new employer that is not in direct competition with Company.

4.2 Non-Solicitation of Customers. Employee shall not, during the Restricted Period, solicit or attempt to solicit any Customer for the purpose of providing products or services that are competitive with the Business.

4.3 Non-Solicitation of Employees and Contractors. Employee shall not, during the Restricted Period, recruit, solicit, or induce any current employee, contractor, or agent of Company to terminate or reduce his/her/its relationship with Company.

4.4 Non-Disclosure. At all times, Employee shall hold Confidential Information in strict confidence and shall not use or disclose such information except as authorized by Company in writing.

4.5 Return of Property. Upon termination of employment or upon Company’s request, Employee shall immediately return all Company property, including documents, devices, and any materials containing Confidential Information.

5. REPRESENTATIONS & WARRANTIES

5.1 Mutual Authority. Each Party represents that it has full authority to enter into and perform this Agreement and that doing so does not violate any other agreement or obligation.

5.2 Employee Representations. Employee represents and warrants that:
(a) Employee’s execution of this Agreement and performance of the obligations herein will not breach any agreement with a prior employer or third party;
(b) Employee is not an hourly wage employee prohibited from entering non-compete agreements under NRS 613.195(3); and
(c) Employee has had the opportunity to consult independent counsel.

5.3 Survival. The representations and warranties in this Section survive the Termination Date.

6. DEFAULTS & REMEDIES

6.1 Events of Default. Any breach or threatened breach of Section 4 constitutes a material default (“Default”).

6.2 Notice & Cure. Because damages may be immediate and irreparable, no cure period is required for a Default relating to Sections 4.1–4.4.

6.3 Remedies.
(a) Injunctive Relief. Employee acknowledges that monetary damages are inadequate and agrees that Company is entitled to temporary, preliminary, and permanent injunctive relief without the necessity of posting bond to prevent or restrain any Default.
(b) Indemnification. Employee shall indemnify, defend, and hold harmless Company and its Affiliates from any loss, cost, or expense (including reasonable attorneys’ fees) resulting from Employee’s breach of this Agreement.
(c) Additional Relief. Company may seek actual damages, disgorgement of profits, and any other remedies available at law or in equity.
(d) Tolling. The Restricted Period will be tolled and extended by the length of any period during which Employee is in breach.

7. RISK ALLOCATION

7.1 Indemnification by Employee. See Section 6.3(b).

7.2 Limitation of Liability. NONE. The Parties acknowledge that no liability cap applies to either Party’s obligations under this Agreement.

7.3 Insurance. [OPTIONAL – specify if Employee must maintain professional liability or other insurance.]

7.4 Force Majeure. Neither Party shall be liable for failure to perform (other than payment or confidentiality obligations) caused by events beyond its reasonable control (e.g., acts of God, acts of government, natural disasters) provided that the affected Party promptly notifies the other Party and uses commercially reasonable efforts to resume performance.

8. DISPUTE RESOLUTION

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

8.2 Forum Selection. The Parties irrevocably submit to the exclusive jurisdiction of the state courts located in [COUNTY], Nevada.

8.3 Arbitration. [OPTIONAL – INSERT HERE IF THE PARTIES ELECT TO ARBITRATE ANY OR ALL DISPUTES, SPECIFYING ARBITRATION RULES, SEAT, AND SCOPE.]

8.4 Jury Waiver. [OPTIONAL – “EACH PARTY HEREBY WAIVES, TO THE FULLEST EXTENT PERMITTED BY LAW, ANY RIGHT TO A TRIAL BY JURY.”]

8.5 Equitable Relief Carve-Out. Notwithstanding any arbitration clause, Company may bring an action in the designated state court solely for injunctive or other equitable relief to enforce Section 4.

9. GENERAL PROVISIONS

9.1 Amendment & Waiver. This Agreement may be amended only by a written instrument signed by both Parties. No failure or delay in exercising any right shall constitute a waiver.

9.2 Assignment. Employee may not assign or delegate any rights or obligations under this Agreement. Company may assign this Agreement to any successor by merger, consolidation, or asset sale. This Agreement inures to the benefit of and is binding on the Parties’ permitted successors and assigns.

9.3 Severability; Reformation. If any provision is held unenforceable under applicable law, the court shall modify (“blue pencil”) the provision to the minimum extent necessary to render it enforceable and, as modified, enforce the provision, consistent with NRS 613.195(6). The remaining provisions remain in full force and effect.

9.4 Entire Agreement. This Agreement constitutes the entire agreement between the Parties with respect to the subject matter and supersedes all prior oral or written agreements. No oral promises are binding.

9.5 Counterparts; Electronic Signature. This Agreement may be executed in counterparts (including by PDF or electronic signature compliant with the Nevada Uniform Electronic Transactions Act), each of which is deemed an original and all of which together constitute one instrument.

9.6 Notices. All notices must be in writing and delivered to the addresses set forth below (or as later designated) by personal delivery, certified mail (return receipt requested), nationally recognized courier, or email with confirmation of receipt.

Company: [ADDRESS / EMAIL]
Employee: [ADDRESS / EMAIL]

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

10. EXECUTION BLOCK

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

[OPTIONAL NOTARY BLOCK – include if Company policy or Nevada corporate governance requires notarization.]