NON-COMPETITION AGREEMENT

(Oregon – Employee)

[// GUIDANCE: Replace every bracketed placeholder with deal-specific information. Do not delete statutory compliance language unless you confirm an exception under OR law.]

TABLE OF CONTENTS

I. Document Header
II. Definitions
III. Operative Provisions
IV. Representations & Warranties
V. Covenants & Restrictions
VI. Default & Remedies
VII. Risk Allocation
VIII. Dispute Resolution
IX. General Provisions
X. Execution Block

I. DOCUMENT HEADER

1. Parties. This Non-Competition Agreement (this “Agreement”) is entered into as of [EFFECTIVE DATE] (the “Effective Date”) by and between:
   a. [EMPLOYER LEGAL NAME], an Oregon [corporation/LLC/other] with its principal place of business at [ADDRESS] (“Employer”); and
   b. [EMPLOYEE NAME], an individual residing at [ADDRESS] (“Employee”).

2. Recitals.
   a. Employer is engaged in the business of [GENERAL BUSINESS DESCRIPTION] (the “Business”) and possesses Trade Secrets and other Confidential Information (each as defined below).
   b. Employee will serve Employer in a position involving substantial access to such protectable interests.
   c. Employer has provided Employee (i) a written copy of this Agreement at least fourteen (14) days before Employee’s first day of employment or (ii) this Agreement is executed in connection with a bona fide advancement of Employee’s position (the “Notice Requirement”).
   d. Employer and Employee desire to set forth the terms under which Employee will refrain from certain competitive activities following employment.

3. Consideration. As consideration for Employee’s undertakings herein, Employer shall provide (i) initial or continued employment, (ii) the compensation and benefits described in Section III, and (iii) the post-employment “Garden Leave Compensation” described in Section III.4.

4. Governing Law. This Agreement shall be governed by, and construed in accordance with, the laws of the State of Oregon [OR. REV. STAT. § 653.295 (2023)], without regard to conflict-of-law principles.

II. DEFINITIONS

“Business” – see Recital 2(a).

“Cause” – [DEFINE CAUSE STANDARD].

“Confidential Information” – all non-public information of Employer that (i) derives independent economic value from not being generally known, and (ii) is the subject of reasonable efforts to maintain secrecy, including Trade Secrets.

“Garden Leave Compensation” – compensation payable during the Restricted Period under Section III.4.

“Restricted Period” – the twelve (12) month period immediately following the Termination Date, subject to Section V.2.

“Restricted Territory” – [DESCRIBE, e.g., “the State of Oregon and any other U.S. state or foreign jurisdiction in which Employer conducted material Business operations and where Employee regularly worked or had material responsibility during the twelve (12) months preceding the Termination Date”].

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

“Trade Secret” – as defined under the Oregon Uniform Trade Secrets Act, OR. REV. STAT. §§ 646.461 et seq.

[Add additional defined terms as needed in alphabetical order.]

III. OPERATIVE PROVISIONS

1. Employment Status. Employee shall serve as [TITLE/POSITION] and will be [EXEMPT STATUS] under the Fair Labor Standards Act.

2. Duties & Performance. Employee agrees to perform the duties customarily associated with the position and any additional duties reasonably assigned by Employer.

3. Compensation & Benefits. Employee shall receive:
   a. Base salary: $[_____] per [year].
   b. [Bonus/commission] opportunities as set forth in Employer’s policies.
   c. Participation in Employer’s benefit plans, subject to plan terms.

4. Garden Leave Compensation. During any portion of the Restricted Period that Employer elects to enforce the non-competition covenant, Employer shall pay Employee the greater of (a) fifty percent (50%) of Employee’s gross base salary and commissions at the time of separation, or (b) fifty percent (50%) of the median family income for a four-person family as most recently published by the U.S. Census Bureau, in compliance with OR. REV. STAT. § 653.295(1)(c).
   [// GUIDANCE: Employers may cease enforcement (and payment) at any time by written waiver under Section V.2(c).]

5. Conditions Precedent. Employer’s obligations are conditioned upon Employee’s (i) execution of Employer’s standard Confidentiality Agreement, and (ii) continued compliance with this Agreement.

IV. REPRESENTATIONS & WARRANTIES

1. Mutual Authority. Each Party represents that it has full power and authority to execute and perform this Agreement.

2. Employee Representations. Employee further represents and warrants that:
   a. Employee is not a party to any other agreement that would conflict with or be violated by this Agreement.
   b. Employee meets the statutory salary threshold under OR. REV. STAT. § 653.295(1)(b) as of the Effective Date.
   c. All information provided to Employer regarding Employee’s prior obligations is true and complete.

3. Survival. The representations and warranties set forth in this Article IV shall survive termination of employment.

V. COVENANTS & RESTRICTIONS

1. Confidentiality. Employee shall not, during employment or thereafter, disclose or use Confidential Information except as authorized by Employer.

2. Non-Competition Covenant.
   a. Scope. For the Restricted Period, Employee shall not, within the Restricted Territory, directly or indirectly engage in, own, manage, operate, control, or participate in the ownership, management, operation, or control of, or be employed by or consult for, any business that is competitive with the Business.
   b. Reasonableness. Employee acknowledges that the temporal (12 months) and geographic limitations herein are reasonable and necessary to protect Employer’s legitimate business interests and comply with OR. REV. STAT. § 653.295.
   c. Early Waiver. Employer may, in its sole discretion, unilaterally waive enforcement of the non-competition covenant at any time by written notice to Employee, whereupon all obligations under Section III.4 shall cease as of the waiver date.

3. Non-Solicitation of Employees & Contractors. For twenty-four (24) months following the Termination Date, Employee shall not solicit or encourage any employee or contractor of Employer to terminate or alter his/her relationship with Employer.

4. Non-Solicitation of Customers. During the Restricted Period, Employee shall not solicit business from any Customer (defined as any person or entity with whom Employee had business contact or about whom Employee received Confidential Information during the twelve (12) months preceding the Termination Date) for a product or service competitive with the Business.

5. Notice Obligations. Within ten (10) days after accepting any post-employment position, Employee shall provide Employer with written notice of the identity of the new employer and a general description of duties sufficient to evaluate compliance with this Agreement.

6. Monitoring & Access. Employee shall cooperate with Employer in verifying compliance, including signing any necessary authorization for Employer to confirm duties with a subsequent employer.

VI. DEFAULT & REMEDIES

1. Events of Default. Any breach or threatened breach of Article V constitutes an “Event of Default.”

2. Notice & Cure. Because irreparable harm may occur immediately, no cure period shall be required for any Event of Default involving misappropriation of Trade Secrets or violation of Section V.2. For all other breaches, Employer shall provide written notice and a five (5) day opportunity to cure.

3. Injunctive Relief. Employee acknowledges that monetary damages alone are inadequate. Upon any Event of Default, Employer shall be entitled to temporary, preliminary, and permanent injunctive relief, specific performance, or other equitable remedies, in addition to any other relief available at law.

4. Attorneys’ Fees. The prevailing Party in any action arising under this Agreement shall be entitled to recover reasonable attorneys’ fees, costs, and expenses.

5. Tolling. The Restricted Period shall be tolled during any period of violation and any litigation to enforce the covenants, up to an aggregate of twenty-four (24) months from the Termination Date.

VII. RISK ALLOCATION

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, damages, liabilities, claims, costs, and expenses (including reasonable attorneys’ fees) arising out of or relating to Employee’s breach of this Agreement.

2. No Limitation of Liability. The Parties acknowledge and agree that no contractual cap on liability shall apply to Employee’s indemnification obligations or to Employer’s damages recoverable hereunder.

3. Insurance. [OPTIONAL – Describe any key-person or D&O coverage applicable, if relevant.]

4. Force Majeure. Neither Party shall be liable for failure to perform its obligations (other than payment obligations) due to events beyond its reasonable control, including natural disasters, war, or governmental action; provided, however, that nothing herein excuses compliance with the restrictive covenants in Article V.

VIII. DISPUTE RESOLUTION

1. Governing Law. See Section I.4.

2. Forum Selection. Each Party irrevocably submits to the exclusive jurisdiction of the state courts located in [COUNTY], Oregon, for any action arising out of or relating to this Agreement, except as otherwise provided in Section VIII.3.

3. Arbitration. [OPTIONAL – If selected in final draft] Any dispute not resolved within thirty (30) days after written notice may, upon mutual written agreement, be submitted to binding arbitration administered by the American Arbitration Association under its Employment Arbitration Rules. Judgment on the award may be entered in any court of competent jurisdiction.

4. Jury Waiver. [OPTIONAL] IF AND TO THE EXTENT PERMITTED BY APPLICABLE LAW, THE PARTIES HEREBY WAIVE THEIR RIGHT TO A TRIAL BY JURY IN ANY ACTION ARISING UNDER THIS AGREEMENT.

5. Preservation of Injunctive Relief. Notwithstanding Section VIII.3, either Party may seek provisional equitable relief in a court of competent jurisdiction to maintain the status quo pending arbitration or litigation.

IX. GENERAL PROVISIONS

1. Amendment & Waiver. No amendment or waiver of any provision of this Agreement shall be effective unless in writing and signed by both Parties. A waiver on one occasion shall not constitute a waiver on any other occasion.

2. Assignment & Delegation. Employee may not assign any rights or delegate any duties under this Agreement. Employer may assign this Agreement to any successor to substantially all of the Business. This Agreement shall inure to the benefit of and be binding upon permitted successors and assigns.

3. Severability & Reformation. If any provision of this Agreement is found unenforceable but the statutory prerequisites in OR. REV. STAT. § 653.295 are met, a court may modify the offending provision to the minimum extent necessary to render it enforceable. If the statutory prerequisites are not satisfied, the non-competition covenant shall be void, but all other provisions shall remain in full force and effect.

4. Integration. This Agreement, together with any separate confidentiality, invention-assignment, or equity agreements between the Parties, constitutes the entire understanding of the Parties and supersedes all prior agreements on the same subject.

5. Notices. All notices shall be in writing and deemed given (i) when delivered personally, (ii) one (1) business day after deposit with a nationally recognized overnight courier, or (iii) three (3) days after mailing by certified mail, postage prepaid, return receipt requested, to the addresses first set forth above or such other address as a Party may designate.

6. Counterparts; Electronic Signatures. This Agreement may be executed in any number of counterparts (including via electronic signature or PDF), each of which shall be deemed an original and all of which together shall constitute one instrument.

X. EXECUTION BLOCK

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

[Optional Notary Acknowledgment Block if required by corporate policy]

[// GUIDANCE: Provide Employee with a signed copy within thirty (30) days after the Termination Date, as mandated by OR. REV. STAT. § 653.295(1)(d). Retain documentation evidencing compliance with the Notice Requirement and salary threshold. Periodically confirm that Oregon statutes have not been amended before using this template.]