EMPLOYEE NON-COMPETE AGREEMENT
(New York – Court-Ready Template)
[// GUIDANCE: This template is intentionally robust and NY-specific. Insert or revise bracketed items (“[PLACEHOLDER]”) to fit the particular facts and the client’s risk tolerance. Delete all guidance comments before final execution.]
TABLE OF CONTENTS
- Document Header
- Definitions
- Operative Provisions
3.1 Consideration
3.2 Covenant Not to Compete
3.3 Ancillary Covenants - Representations & Warranties
- Covenants & Restrictions
- Default & Remedies
- Risk Allocation
- Dispute Resolution
- General Provisions
- Execution Block
1. DOCUMENT HEADER
NON-COMPETE AGREEMENT (this “Agreement”) dated as of [Effective Date] (the “Effective Date”), by and between [Employer Legal Name], a [State of Incorporation] [corporation/LLC/etc.] having its principal place of business at [Business Address] (“Employer”), and [Employee Name], residing at [Employee Address] (“Employee”).
Recitals
WHEREAS, Employer is engaged in the business of [Brief Description of Business] (the “Business”);
WHEREAS, Employer desires to protect its Confidential Information, goodwill, and other legitimate business interests; and
WHEREAS, Employee’s employment (or continued employment) with Employer provides Employee with material proprietary knowledge and specialized training warranting reasonable post-employment restrictions.
NOW, THEREFORE, in consideration of the mutual promises herein and other good and valuable consideration, the sufficiency and receipt of which are acknowledged, the parties agree as follows:
2. DEFINITIONS
For purposes of this Agreement, capitalized terms shall have the meanings set forth below. Defined terms appear alphabetically.
“Cause” means [insert or cross-reference definition from Employment Agreement, if any].
“Confidential Information” means all non-public information disclosed to, learned by, or developed by Employee in the scope of employment, including but not limited to trade secrets, customer lists, pricing, marketing strategies, software code and technical data, whether or not marked confidential.
“Customer” means any person or entity that purchased products or services from Employer or with whom Employer had substantial negotiation during the [12/18/24] months preceding Employee’s Separation Date.
“Restricted Period” means the period commencing on the Separation Date and continuing for [__] months.
[// GUIDANCE: NY courts typically enforce 6–12 months for employees and up to 24 months for key executives. Longer durations elevate risk.]
“Restricted Territory” means [geographic description tied to Employee’s actual work area—e.g., “the counties of New York, Kings, Queens, Bronx, Richmond, Nassau, Suffolk, Westchester, Rockland, and Orange”].
[// GUIDANCE: Tailor the territory to the scope of Employee’s activities; broader than necessary territory is vulnerable.]
“Separation Date” means the date Employee’s employment with Employer terminates for any reason.
3. OPERATIVE PROVISIONS
3.1 Consideration
(a) New Hire. If Employee is commencing employment, Employee acknowledges that Employer’s offer of employment, access to Confidential Information, and compensation constitute adequate consideration for this Agreement.
(b) Existing Employee. If Employee is currently employed, Employer and Employee agree that [describe additional consideration, e.g., “promotion to Vice President and $10,000 retention bonus payable within 30 days of execution”] constitutes independent consideration.
3.2 Covenant Not to Compete
(a) During the Restricted Period, Employee shall not, within the Restricted Territory, directly or indirectly:
(i) engage in, own, manage, operate, or control;
(ii) accept employment with or render services to; or
(iii) acquire any financial interest in,
any Competing Business.
(b) “Competing Business” means any business that offers products or services that are materially similar to, or competitive with, the Business as conducted by Employer during the 12 months immediately preceding the Separation Date.
(c) Nothing herein prohibits Employee from owning, solely as a passive investment, up to two percent (2%) of any publicly traded company.
3.3 Ancillary Covenants
(a) Non-Solicitation of Customers. During the Restricted Period, Employee shall not directly or indirectly solicit or attempt to solicit any Customer for the purpose of providing products or services that compete with the Business.
(b) Non-Solicitation / No-Hire of Employees. During the Restricted Period, Employee shall not, directly or indirectly, recruit, solicit, or induce any employee, contractor, or consultant of Employer to terminate or diminish their relationship with Employer.
(c) Confidentiality & Return of Property. Employee shall at all times, both during employment and thereafter, maintain the confidentiality of Confidential Information and, upon Separation Date, return all property belonging to Employer.
4. REPRESENTATIONS & WARRANTIES
4.1 Employee represents and warrants that:
(a) Employee is not a party to any agreement that would conflict with or be violated by Employee’s execution of this Agreement.
(b) Employee has the legal capacity to enter into and perform this Agreement.
4.2 Employer represents and warrants that it is duly organized, validly existing, and has full authority to enter into this Agreement.
4.3 The representations and warranties herein survive execution and shall continue throughout the Restricted Period.
5. COVENANTS & RESTRICTIONS
5.1 Notification of New Employer. During the Restricted Period, Employee shall, prior to accepting employment or engagement with a third party, provide such party with a copy of this Agreement.
5.2 Monitoring Compliance. Employee shall promptly respond to reasonable inquiries by Employer concerning compliance with this Agreement.
5.3 Tolling. The Restricted Period shall be tolled and extended for any period in which Employee is in breach of any covenant herein.
6. DEFAULT & REMEDIES
6.1 Events of Default. Any breach of Sections 3.2 or 3.3 constitutes an Event of Default.
6.2 Notice & Cure. Employer shall provide written notice of default describing the breach in reasonable detail. Employee shall have [5] days to cure, unless the breach is incapable of cure, in which case no cure period applies.
6.3 Graduated Remedies.
(a) Injunctive Relief. Employee agrees that irreparable harm would result from breach and that Employer shall be entitled to temporary, preliminary, and permanent injunctive relief, without posting bond, in any court of competent jurisdiction.
(b) Damages. Employer may seek compensatory damages, disgorgement of profits, and any other relief available at law or equity.
(c) Attorneys’ Fees and Costs. Employee shall reimburse Employer for all reasonable attorneys’ fees and costs incurred in enforcing this Agreement.
7. RISK ALLOCATION
7.1 Indemnification (Employee Breach)
Employee shall indemnify, defend, and hold harmless Employer, its affiliates, and their respective officers, directors, employees, and agents from and against all losses, liabilities, damages, and expenses (including reasonable attorneys’ fees) arising out of or relating to Employee’s breach of this Agreement.
7.2 Limitation of Liability
[// GUIDANCE: “No liability cap” per metadata. Clause intentionally omitted. If the client later desires a cap, add it here.]
7.3 Force Majeure
Neither party shall be liable for failure or delay in performance (other than payment obligations) due to acts beyond its reasonable control, including natural disasters, acts of war, or government action.
8. DISPUTE RESOLUTION
8.1 Governing Law. This Agreement and all disputes arising hereunder shall be governed by and construed in accordance with the laws of the State of New York, 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, New York] for any action arising out of or relating to this Agreement.
8.3 Arbitration (Optional). [ALTERNATIVE LANGUAGE – Include if selected:]
“Any dispute arising out of or relating to this Agreement, including its breach, shall be resolved by binding arbitration administered by [Arbitration Organization] in accordance with its employment arbitration rules. The arbitration shall take place in [City, New York]. Judgment on the award may be entered in any court of competent jurisdiction.”
8.4 Jury Trial Waiver (Optional). [ALTERNATIVE LANGUAGE – Include if selected:]
“EACH PARTY HEREBY KNOWINGLY, VOLUNTARILY, AND IRREVOCABLY WAIVES ANY RIGHT TO A JURY TRIAL IN ANY ACTION OR PROCEEDING ARISING OUT OF THIS AGREEMENT.”
8.5 Injunctive Relief Preservation. Notwithstanding any agreement to arbitrate, Employer retains the right to seek provisional injunctive relief in any court of competent jurisdiction to enforce Sections 3.2 or 3.3.
9. GENERAL PROVISIONS
9.1 Amendment; Waiver. No amendment or waiver shall be effective unless in a writing signed by both parties. No waiver constitutes a waiver of any subsequent breach.
9.2 Assignment. 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 any successor to its business or assets.
9.3 Successors & Assigns. This Agreement binds and inures to the benefit of the parties and their respective heirs, executors, administrators, successors, and permitted assigns.
9.4 Severability & Reformation. If any provision is held unenforceable, such provision shall be reformed to the minimum extent necessary to render it enforceable, and the remaining provisions shall remain in full force.
9.5 Integration; Merger. This Agreement constitutes the entire understanding between the parties with respect to the subject matter and supersedes all prior agreements, whether written or oral.
9.6 Counterparts; Electronic Signatures. This Agreement may be executed in counterparts, each of which is deemed an original. Signatures transmitted electronically or by facsimile are binding.
10. EXECUTION BLOCK
IN WITNESS WHEREOF, the parties hereto have executed this Non-Compete Agreement as of the Effective Date.
| EMPLOYER | EMPLOYEE |
|---|---|
| [Employer Legal Name] | [Employee Name] |
| By: _______ | _______ |
| Name: [Authorized Signatory] | |
| Title: [Title] | |
| Date: _____ | Date: _____ |
[// GUIDANCE: NY does not generally require notarization for non-competes, but you may add a notary acknowledgment if sought for evidentiary robustness.]