EMPLOYEE NON-COMPETE, NON-SOLICITATION, AND CONFIDENTIALITY AGREEMENT

(Pennsylvania)

[// GUIDANCE: This template is drafted to comply with current Pennsylvania common-law standards governing restrictive covenants. Customize all bracketed terms before use. Confirm that consideration is adequate under PA law—i.e., initial employment or a contemporaneous, material benefit for existing employees.]

TABLE OF CONTENTS

1. Document Header
2. Definitions
3. Operative Provisions
4. Representations & Warranties
5. Covenants & Restrictions
6. Default & Remedies
7. Risk Allocation
8. Dispute Resolution
9. General Provisions
10. Execution Block

1. DOCUMENT HEADER

1.1 Parties. This Employee Non-Compete, Non-Solicitation, and Confidentiality Agreement (this “Agreement”) is entered into as of [EFFECTIVE DATE] (the “Effective Date”) by and between [COMPANY NAME], a [STATE OF ORGANIZATION] [ENTITY TYPE] with its principal place of business at [COMPANY ADDRESS] (“Company”), and [EMPLOYEE NAME], residing at [EMPLOYEE ADDRESS] (“Employee”).

1.2 Recitals.
A. Company is engaged in the business of [DESCRIPTION OF BUSINESS] (the “Business”).
B. In the course of Employee’s employment, Employee will receive specialized training and will have access to Company’s Confidential Information (as defined below).
C. Company desires to protect its legitimate business interests, including trade secrets, confidential information, goodwill, and customer relationships.
D. As a condition of [initial employment / continued employment and the additional consideration of [e.g., promotion, equity grant, bonus]], Company and Employee agree as follows.

1.3 Governing Jurisdiction. This Agreement is governed by and shall be construed in accordance with the laws of the Commonwealth of Pennsylvania, without regard to conflict-of-law principles.

2. DEFINITIONS

For purposes of this Agreement, capitalized terms have the meanings set forth below. Undefined capitalized terms have the meanings given in the body of this Agreement.

“Affiliate” means any entity controlling, controlled by, or under common control with Company.
“Competing Business” means any person or entity that offers or intends to offer products or services substantially similar to, or competitive with, the Business.
“Confidential Information” has the meaning set forth in Section 5.1.
“Customer” means any person or entity that has purchased products or services from Company within the twelve (12) months preceding the Termination Date.
“Employee Invention” has the meaning set forth in Section 5.4.
“Restricted Period” means the period beginning on the Effective Date and ending [twelve (12)] months after the Termination Date (defined below).
“Restricted Territory” means [a fifty (50) mile radius from any Company facility at which Employee worked or over which Employee had supervisory responsibility during the last twelve (12) months of employment].
“Termination Date” means the date Employee’s employment with Company ends for any reason.

3. OPERATIVE PROVISIONS

3.1 Employment-At-Will. Unless otherwise set forth in a separate, written employment agreement duly executed by the parties, Employee’s employment remains “at will.”

3.2 Consideration. Employee acknowledges that the promises contained herein constitute sufficient consideration, including [initial employment / continued employment plus: describe additional consideration].

3.3 Conditions Precedent. Company’s obligations under this Agreement are contingent upon (a) Employee’s execution of this Agreement prior to commencing duties giving access to Confidential Information, and (b) where Employee is already employed, Company’s contemporaneous delivery of the consideration referenced in Section 3.2.

4. REPRESENTATIONS & WARRANTIES

4.1 Mutual Authority. Each party represents that it has the full right, power, and authority to enter into and perform this Agreement.

4.2 No Conflicts. Employee represents that entering into and performing under this Agreement will not violate any other agreement, court order, or duty owed to a prior employer.

4.3 Survival. The representations and warranties in this Section survive termination of Employee’s employment and this Agreement.

5. COVENANTS & RESTRICTIONS

5.1 Confidentiality.

Employee shall not, during or after employment, directly or indirectly use, disclose, or disseminate any Confidential Information except as required in the ordinary course of employment for Company’s benefit. “Confidential Information” includes, without limitation, trade secrets, customer lists, pricing, business strategies, financial data, and any information marked or identified as confidential or that a reasonable person would deem confidential given its nature and the circumstances of disclosure.

5.2 Non-Competition.

Employee shall not, during the Restricted Period, within the Restricted Territory, directly or indirectly own, manage, operate, join, control, be employed by, or participate in any Competing Business, except that passive ownership of publicly traded securities not exceeding two percent (2%) of outstanding shares is permitted.

[// GUIDANCE: Insert role-specific carve-outs (e.g., teaching, civic activities) if desired.]

5.3 Non-Solicitation of Customers.

Employee shall not, during the Restricted Period, directly or indirectly solicit or attempt to solicit any Customer for the purpose of offering or providing products or services that are competitive with the Business.

5.4 Employee Inventions.

Employee hereby assigns to Company all right, title, and interest in any invention, work of authorship, or other intellectual property conceived, developed, or reduced to practice, in whole or in part, while employed by Company and that relates to the Business (“Employee Invention”). Employee shall execute any documents reasonably requested to perfect such rights.

5.5 Return of Property.

Upon termination of employment, Employee shall immediately return to Company all physical and electronic property, documents, and Confidential Information.

6. DEFAULT & REMEDIES

6.1 Events of Default. A breach of any covenant in Section 5 constitutes a material default.

6.2 Notice and Cure. Given the nature of the covenants, the parties agree that monetary damages alone may be inadequate. Accordingly, no cure period is required prior to Company seeking injunctive relief.

6.3 Injunctive Relief. Employee acknowledges that breach will cause irreparable harm for which monetary damages may be difficult to ascertain, and consents to the issuance of temporary, preliminary, and permanent injunctive relief without the necessity of posting bond, to the fullest extent permitted by law.

6.4 Attorneys’ Fees. In any proceeding to enforce this Agreement, the prevailing party is entitled to reasonable attorneys’ fees and costs.

6.5 Equitable Reformation (“Blue Pencil”). If any covenant is found unenforceable as written, the court shall modify the covenant to the minimum extent necessary to render it enforceable, consistent with Pennsylvania law.

7. RISK ALLOCATION

7.1 Indemnification for Employee Breach. Employee shall indemnify, defend, and hold harmless Company and its Affiliates, and their respective officers, directors, employees, and agents, from and against any and all losses, damages, liabilities, costs, and expenses (including reasonable attorneys’ fees and court costs) arising out of or resulting from Employee’s breach of this Agreement.

7.2 Limitation of Liability. No contractual cap on liability applies to Employee’s breach of Sections 5 or 7.1.

7.3 Force Majeure. Neither party shall be liable for failure to perform its non-monetary obligations where such failure is due to causes beyond its reasonable control, provided that the affected party gives prompt written notice and resumes performance as soon as practicable.

8. DISPUTE RESOLUTION

8.1 Governing Law. This Agreement shall be governed by the laws of the Commonwealth of Pennsylvania.

8.2 Forum Selection. The parties submit to the exclusive jurisdiction of the state courts located in [COUNTY], Pennsylvania, and waive any objection to personal jurisdiction or inconvenient forum.

8.3 Optional Arbitration. [OPTIONAL—STRIKE IF NOT USED]: Any dispute, claim, or controversy arising out of or relating to this Agreement shall, at the election of Company, be resolved by final and binding arbitration administered by the American Arbitration Association under its Employment Arbitration Rules. The arbitration shall take place in [CITY], Pennsylvania. Judgment on the award may be entered in any court of competent jurisdiction.

8.4 Optional Jury Waiver. [OPTIONAL—STRIKE IF NOT USED]: Each party knowingly and voluntarily waives its right to a trial by jury in any action or proceeding arising out of this Agreement.

8.5 Preservation of Injunctive Relief. Notwithstanding any arbitration election, Company may seek injunctive relief in a court of competent jurisdiction to enforce Section 5.

9. GENERAL PROVISIONS

9.1 Amendment; Waiver. No modification or waiver of this Agreement shall be effective unless in writing and signed by both parties. A waiver on one occasion shall not be deemed a continuing waiver.

9.2 Assignment. Employee may not assign or delegate any rights or obligations under this Agreement. Company may assign this Agreement to (a) an Affiliate, or (b) a successor in interest to substantially all of the Business, provided that such assignee assumes Company’s obligations.

9.3 Severability. If any provision is held invalid or unenforceable, the remainder of the Agreement shall remain in effect, and the court shall reform the invalid provision to the minimum extent necessary for enforceability.

9.4 Integration. This Agreement, together with any confidentiality, invention, or similar agreements executed by Employee, constitutes the entire understanding between the parties with respect to the subject matter and supersedes all prior oral or written agreements.

9.5 Counterparts; Electronic Signatures. This Agreement may be executed in multiple counterparts (including by pdf or electronic signature), each of which shall be deemed an original and all of which together constitute one instrument.

10. EXECUTION BLOCK

IN WITNESS WHEREOF, the parties have executed this Agreement as of the Effective Date.

[// GUIDANCE: Notarization is generally not required for PA non-compete agreements, but add space below if client desires notarization or witnesses.]

SCHEDULE A

(Reserved – add any state-specific notices or supplemental covenants as required.)

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