[DRAFT] RHODE ISLAND EMPLOYEE NON-COMPETE AGREEMENT

[// GUIDANCE: This template is tailored to Rhode Island law—specifically the Rhode Island Noncompetition Agreement Act, R.I. Gen. Laws § 28-59-1 et seq.—and incorporates the metadata instructions you provided. All bracketed items must be completed or deleted prior to execution. Delete all guidance comments before finalizing.]

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

NON-COMPETE AGREEMENT
This Non-Compete Agreement (“Agreement”) is entered into as of [EFFECTIVE DATE] (the “Effective Date”) by and between [EMPLOYER NAME], a [STATE & TYPE OF ENTITY] with its principal place of business at [ADDRESS] (“Employer”), and [EMPLOYEE NAME], an individual residing at [ADDRESS] (“Employee,” and together with Employer, each a “Party,” and collectively, the “Parties”).

Recitals

A. Employer provides [DESCRIPTION OF BUSINESS/INDUSTRY] products and services and has invested substantial resources in developing its goodwill, confidential information, and trade secrets.
B. Employee will assume a position of trust and confidence that will provide access to Employer’s proprietary information and customer relationships.
C. As a condition of employment or continued employment, and in consideration of the mutual promises herein, the Parties agree as follows:

2. DEFINITIONS

For purposes of this Agreement, the following capitalized terms have the meanings set forth below. Terms defined in this Section are used elsewhere in the Agreement with the same meaning.

“Affiliate” means any entity that directly or indirectly controls, is controlled by, or is under common control with Employer.

“Cause” means [DEFINE OR CROSS-REFERENCE TO EMPLOYMENT AGREEMENT, IF ANY].

“Competitive Products or Services” means products or services that are the same as or substantially similar to those offered or actively developed by Employer during the Restricted Period and with which Employee had Material Involvement.

“Confidential Information” means all non-public information of Employer... [ADD OR CROSS-REFERENCE EXISTING NDA].

“Material Involvement” means direct responsibility for, or access to, confidential technical, marketing, financial, or strategic information concerning a product, service line, account, or prospective account.

“Restricted Period” means the period beginning on the Effective Date and ending [NUMBER] months after the Termination Date.

“Restricted Territory” means [GEOGRAPHIC SCOPE—e.g., a 50-mile radius from any location where Employee performed services or had Material Involvement within the 12 months preceding the Termination Date].

“Termination Date” means the last day of Employee’s employment with Employer for any reason.

3. OPERATIVE PROVISIONS

3.1 Consideration.
(a) New Hire. If Employee is being hired contemporaneously with this Agreement, the offer of employment, access to Confidential Information, and compensation constitute sufficient consideration.
(b) Existing Employee. If Employee is currently employed, Employer shall provide the following additional consideration, acknowledged as adequate and mutually agreed: [e.g., $X signing bonus / equity grant / promotion].

3.2 Non-Competition Covenant.
During the Restricted Period, Employee shall not, within the Restricted Territory, directly or indirectly engage in, own, manage, operate, control, or accept employment with any business that offers Competitive Products or Services, except as expressly permitted under Section 3.4.

3.3 Scope & Reasonableness.
Employee acknowledges that:
(a) The Restricted Period and Restricted Territory are reasonable and no broader than necessary to protect Employer’s legitimate business interests in its trade secrets, Confidential Information, and goodwill;
(b) Employee’s skills are transferable and the restrictions will not unreasonably impair Employee’s ability to earn a livelihood in Employee’s chosen profession; and
(c) Employee received this Agreement at least ten (10) business days before commencement of employment or the Effective Date, whichever occurs earlier, as required by R.I. Gen. Laws § 28-59-3(b).

3.4 Permitted Activities.
Nothing in this Agreement prohibits Employee from:
(i) Owning, solely as a passive investment, up to two percent (2%) of any class of securities of a publicly traded company;
(ii) Providing services wholly outside the Restricted Territory; or
(iii) Working for a non-competitive division of a diversified company, provided robust internal safeguards are in place to prevent use or disclosure of Employer’s Confidential Information.

3.5 Tolling.
If Employee violates the covenant in Section 3.2, the Restricted Period shall be extended by the duration of such violation, up to a maximum cumulative extension of twelve (12) months.

4. REPRESENTATIONS & WARRANTIES

4.1 Employee.
(a) Eligibility. Employee represents that Employee:
(i) Is at least 19 years old;
(ii) Earns annualized gross compensation exceeding 250% of the federal poverty level for a household of one;
(iii) Is classified as “exempt” under the Fair Labor Standards Act; and
(iv) Is not a student intern or apprentice, all as contemplated by R.I. Gen. Laws § 28-59-2.

(b) No Conflicting Obligations. Employee is not subject to any existing agreement that would conflict with or limit Employee’s obligations hereunder.

4.2 Employer. Employer is duly organized, validly existing, and in good standing under the laws of its state of formation and has full power and authority to enter into this Agreement.

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

5. COVENANTS & RESTRICTIONS

5.1 Confidentiality. Employee shall keep confidential and not disclose, use, or misappropriate Confidential Information, both during and after employment.

5.2 Non-Solicitation of Customers. For the Restricted Period, Employee shall not solicit, divert, or accept business from any customer or active prospective customer with whom Employee had Material Involvement within the twelve (12) months preceding the Termination Date.

5.3 Non-Solicitation of Employees. For the Restricted Period, Employee shall not, directly or indirectly, solicit or induce any employee or contractor of Employer to terminate or reduce such person’s relationship with Employer.

5.4 Notice of Prospective Employment. Prior to accepting any employment or engagement during the Restricted Period, Employee shall provide the prospective employer with a copy of this Agreement and notify Employer in writing of the prospective employer’s name and Employee’s anticipated job duties.

5.5 Compliance & Monitoring. Employee authorizes Employer to notify any third party of this Agreement’s existence and to provide a copy upon request.

6. DEFAULT & REMEDIES

6.1 Events of Default. Any breach of Sections 3, 5, or 7 constitutes a default.

6.2 Notice & Cure. Upon written notice of default, Employee shall cure any remediable breach within five (5) business days; provided, however, that misappropriation of trade secrets or violation of Section 3.2 is not curable.

6.3 Remedies.
(a) Injunctive Relief. Employee acknowledges that monetary damages are inadequate and consents to immediate equitable relief (including temporary restraining orders and preliminary or permanent injunctions) to enforce this Agreement.
(b) Damages. Employer may recover actual, consequential, and incidental damages resulting from Employee’s breach.
(c) Attorneys’ Fees. Employee shall reimburse Employer for reasonable attorneys’ fees and costs incurred in enforcing this Agreement.
(d) Cumulative Remedies. Remedies are cumulative and in addition to any other rights or remedies available at law or in equity.

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

7.2 Insurance. [PLACEHOLDER: Insert whether Employer requires Employee to maintain professional liability insurance—typically “N/A” for employees.]

7.3 Force Majeure. Neither Party shall be liable for failure to perform obligations (other than payment or confidentiality) caused by events beyond its reasonable control, provided prompt written notice is given and performance resumes as soon as practicable.

[// GUIDANCE: Liability caps were expressly disallowed in the metadata (“no_cap”). Accordingly, no limitation-of-liability clause is included.]

8. DISPUTE RESOLUTION

8.1 Governing Law. This Agreement and any dispute or claim (whether in contract, tort, or otherwise) shall be governed by and construed in accordance with the laws of the State of Rhode Island, without regard to its conflict-of-laws 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], Rhode Island for any action arising out of or relating to this Agreement, and each Party waives objections to venue and forum non conveniens.

8.3 Arbitration (Optional). [CHOOSE ONE and delete the other]
• Option A – No Arbitration: The Parties elect not to arbitrate.
• Option B – Arbitration: Any dispute arising out of or relating to this Agreement shall be settled by binding arbitration administered by [ARBITRATION PROVIDER] in accordance with its Employment Arbitration Rules. Judgment on the award may be entered in any court of competent jurisdiction. Nothing herein limits Employer’s right to seek injunctive relief under Section 6.3(a).

8.4 Jury Trial Waiver (Optional). [IF APPLICABLE] 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 Equitable Relief Reservation. The Parties acknowledge and agree that arbitration (if elected) is not an adequate remedy for certain breaches and does not preclude a Party from seeking interim or permanent injunctive relief in a court of competent jurisdiction.

9. GENERAL PROVISIONS

9.1 Amendment & Waiver. This Agreement may be amended only by a written instrument signed by both Parties. No waiver of rights is effective unless in writing and signed by the Party waiving the right.

9.2 Assignment. Employee may not assign or delegate any rights or obligations under this Agreement. Employer may assign this Agreement to any successor or Affiliate.

9.3 Severability & Reformation. If any provision is held invalid or unenforceable, the remaining provisions remain in full force, and the court shall modify the invalid provision to the minimum extent necessary to make it enforceable while preserving the Parties’ intent, consistent with R.I. Gen. Laws § 28-59-3(d).

9.4 Entire Agreement. This Agreement, together with any confidentiality or invention assignment agreements executed by Employee, constitutes the entire understanding between the Parties and supersedes all prior agreements relating to the subject matter hereof.

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

9.6 Successors & Assigns. This Agreement is binding on and inures to the benefit of the Parties and their respective permissible successors and assigns.

9.7 Notices. All notices must be in writing and delivered by [e.g., personal delivery, nationally recognized overnight courier, certified mail return-receipt-requested, or email with confirmation of receipt] to the addresses set forth in the preamble (or as later designated in writing). Notice is deemed given upon receipt.

10. EXECUTION BLOCK

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

[Optional Notary Acknowledgment – consult Rhode Island notarial requirements if notarization is desired.]

[// GUIDANCE:
1. Verify the employee is not in a protected class under R.I. Gen. Laws § 28-59-2 before presenting this Agreement for signature.
2. Ensure the employee receives this document at least 10 business days before the start date (or effective date for current employees) to satisfy statutory notice requirements.
3. For existing employees, document the additional consideration (Section 3.1(b)) with separate payment records or a signed bonus letter.
4. Customize the Restricted Territory and Restricted Period to reflect the employee’s actual scope of employment; Rhode Island courts scrutinize overbroad limitations.
5. Delete any optional provisions (arbitration, jury waiver) not selected.]