NON-COMPETITION AGREEMENT

(State of South Carolina)

TABLE OF CONTENTS

1. Document Header ………………………………………………………………………………… 1
2. Definitions ………………………………………………………………………………………… 2
3. Operative Provisions ……………………………………………………………………………… 4
4. Representations & Warranties …………………………………………………………………… 5
5. Covenants & Restrictions ………………………………………………………………………… 6
6. Default & Remedies ……………………………………………………………………………… 8
7. Risk Allocation …………………………………………………………………………………… 9
8. Dispute Resolution ……………………………………………………………………………… 10
9. General Provisions ……………………………………………………………………………… 12
10. Execution Block ………………………………………………………………………………… 14

Page numbers are for drafting convenience only and should be updated prior to final execution.

1. DOCUMENT HEADER

This Non-Competition Agreement (this “Agreement”) is entered into and effective as of [EFFECTIVE DATE] (the “Effective Date”), by and between:

• [EMPLOYER LEGAL NAME], a [STATE OF ORGANIZATION] [corporation/limited liability company] with its principal place of business at [ADDRESS] (“Employer”); and
• [EMPLOYEE LEGAL NAME], an individual residing at [ADDRESS] (“Employee”).

Collectively, Employer and Employee may be referred to as a “Party” and, together, the “Parties.”

Recitals

A. Employer is engaged in the business of [BRIEF DESCRIPTION OF BUSINESS/INDUSTRY] (the “Business”) and has developed substantial goodwill, Confidential Information, and customer relationships.

B. Employer desires to employ or continue the employment of Employee in the position of [JOB TITLE], and Employee will, in the course of such employment, obtain access to Employer’s Confidential Information and goodwill.

C. As material consideration for (i) Employer’s agreement to employ Employee, (ii) the compensation and benefits described herein, and (iii) other good and valuable consideration, the Parties agree to the covenants and obligations set forth below.

NOW, THEREFORE, in consideration of the foregoing Recitals—which are incorporated herein by reference—and the mutual covenants and promises contained herein, the Parties hereby agree as follows:

[// GUIDANCE: South Carolina courts require valid additional consideration when a non-compete is executed after employment has commenced. Confirm that the consideration described in Section 3.2 is tangible and was not previously owed to Employee.]

2. DEFINITIONS

For purposes of this Agreement, the following capitalized terms have the meanings set forth below:

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

“Business” has the meaning set forth in Recital A and includes any reasonably foreseeable extension or evolution thereof during the Restricted Period.

“Cause” means [DEFINE “CAUSE” OR INSERT CROSS-REFERENCE TO EMPLOYMENT AGREEMENT].

“Confidential Information” means any non-public information, whether oral, written, electronic, or in any other form, including but not limited to trade secrets, customer lists, marketing strategies, financial data, software source code, inventions, processes, and proprietary know-how disclosed to or learned by Employee during the term of employment.

“Competing Business” means any person or entity that, directly or indirectly, engages in the Business or any portion thereof within the Restricted Territory during the Restricted Period.

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

“Restricted Territory” means [DEFINE GEOGRAPHIC SCOPE—E.G., SPECIFIC COUNTIES IN SC, STATES, OR MILE RADIUS].

“Separation Date” means the last day on which Employee is employed by Employer for any reason.

[// GUIDANCE: South Carolina law demands that the temporal and geographic limitations be no broader than reasonably necessary to protect Employer’s legitimate interests. Customize the Restricted Period and Restricted Territory based on factual circumstances (e.g., actual market footprint, customer locations).]

3. OPERATIVE PROVISIONS

3.1 Position & Duties. Employer hereby employs Employee, and Employee accepts employment, in the position of [JOB TITLE]. Employee shall devote Employee’s full professional time and best efforts to the Business, subject to Employer’s policies.

3.2 Consideration. As consideration for Employee’s covenants herein, Employer shall provide:
(a) A signing bonus of $[AMOUNT] payable within [NUMBER] days of the Effective Date;
(b) An increase in base salary to $[AMOUNT] per year; and
(c) Eligibility to participate in Employer’s [STOCK OPTION/PROFIT-SHARING/OTHER] plan.

[// GUIDANCE: Replace or supplement the above with promotion, equity, or other new benefits if the Agreement is executed post-hire. Continued at-will employment alone may be insufficient consideration under SC precedent.]

3.3 Conditions Precedent. Employer’s obligations under Section 3.2 shall be conditioned upon Employee’s execution of this Agreement and continued compliance with its terms.

3.4 At-Will Employment. Nothing herein alters the at-will nature of employment unless a separate written agreement expressly provides otherwise.

4. REPRESENTATIONS & WARRANTIES

4.1 Employer’s Authority. Employer represents that it has full power and authority to enter into this Agreement and that doing so does not violate any other agreement to which it is a party.

4.2 Employee’s Authority. Employee represents that (a) Employee is not subject to any contract or legal duty that would prevent full performance of Employee’s duties for Employer, and (b) entering into and performing this Agreement will not breach any restrictive covenant or confidentiality obligation owed to any third party.

4.3 Survival. The representations and warranties in this Section 4 shall survive the Separation Date for the duration of the Restricted Period.

5. COVENANTS & RESTRICTIONS

5.1 Non-Competition. During the Restricted Period, Employee shall not, within the Restricted Territory, directly or indirectly:
(a) Own, manage, operate, control, be employed by, or render services to any Competing Business;
(b) Solicit business in competition with the Business from any customer or prospective customer with whom Employee had Material Contact*; or
(c) Engage in any other activity that would materially harm Employer’s legitimate business interests.

*“Material Contact” means contact in furtherance of the Business within the twenty-four (24) months preceding the Separation Date.

5.2 Non-Solicitation of Employees. During the Restricted Period, Employee shall not solicit, recruit, or induce any employee or contractor of Employer to terminate or modify his or her relationship with Employer.

5.3 Non-Disclosure. Employee shall hold all Confidential Information in strict confidence both during employment and thereafter until such information becomes public through no fault of Employee.

5.4 Return of Property. Upon separation or upon Employer’s request, Employee shall promptly return all property and records of Employer, including all copies.

5.5 Tolling. The Restricted Period shall be tolled for any period during which Employee is in breach of this Article 5, but only to the extent permitted under South Carolina law.

6. DEFAULT & REMEDIES

6.1 Events of Default. Any violation of Article 5 constitutes an Event of Default.

6.2 Notice and Cure. Upon Employer’s written notice of an alleged breach, Employee shall have [NUMBER] days to cure, if the breach is curable; provided, however, that breaches involving misappropriation of Confidential Information or competition are deemed incurable.

6.3 Injunctive Relief. Employee acknowledges that monetary damages would be inadequate to protect Employer’s interests and agrees that Employer shall be entitled to temporary, preliminary, and permanent injunctive relief—without the necessity of posting bond—to prevent or curtail any actual or threatened breach.

6.4 Additional Remedies. Employer may seek any other remedies available at law or equity, including but not limited to compensatory damages, disgorgement of profits, and attorney’s fees pursuant to Section 6.5.

6.5 Attorney’s Fees and Costs. In the event Employer prevails in enforcing any provision of this Agreement, Employee shall reimburse Employer for all reasonable attorney’s fees and costs incurred.

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 any and all losses, damages, liabilities, penalties, costs, and expenses (including reasonable attorney’s fees) arising out of or relating to Employee’s breach of this Agreement.

7.2 No Limitation of Liability. The Parties expressly agree that no contractual cap on liability applies to breaches of Article 5 or the indemnification obligations under this Article 7.

7.3 Insurance. [OPTIONAL—INSERT REQUIREMENT FOR EMPLOYEE TO MAINTAIN SPECIFIED LIABILITY COVERAGE IF APPLICABLE.]

7.4 Force Majeure. Neither Party shall be liable for delay or failure in performance caused by events beyond its reasonable control; provided, however, that this provision shall not excuse Employee’s obligations under Article 5.

8. DISPUTE RESOLUTION

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

8.2 Forum Selection. Subject to Section 8.3, the Parties irrevocably submit to the exclusive jurisdiction of the state courts located in [COUNTY], South Carolina, for any action arising out of or relating to this Agreement.

8.3 Optional Arbitration. [ARBITRATION OPTION—STRIKE IF NOT ELECTED]
(a) Any dispute, claim, or controversy arising out of or relating to this Agreement shall, at the election of either Party, be resolved by final and binding arbitration administered by [ARBITRAL INSTITUTION] in accordance with its employment arbitration rules.
(b) The arbitration shall take place in [CITY], South Carolina, before a single arbitrator who shall be an attorney with at least ten (10) years’ experience in employment law.
(c) The arbitrator shall have authority to grant injunctive relief as well as any other remedy available at law or in equity.
(d) Judgment on the award may be entered in any court of competent jurisdiction.

8.4 Optional Jury Waiver. [JURY WAIVER—STRIKE IF NOT ELECTED]
THE PARTIES KNOWINGLY AND VOLUNTARILY WAIVE ANY RIGHT TO A TRIAL BY JURY IN ANY ACTION OR PROCEEDING ARISING OUT OF THIS AGREEMENT.

8.5 Preservation of Injunctive Relief. Notwithstanding Section 8.3, either Party may seek emergency or injunctive relief in any court of competent jurisdiction to enforce Article 5 pending arbitration.

9. GENERAL PROVISIONS

9.1 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 of any breach shall not be deemed a waiver of any subsequent breach.

9.2 Assignment. This Agreement is personal to Employee and may not be assigned or delegated by Employee without Employer’s prior written consent. Employer may assign this Agreement to any successor or Affiliate.

9.3 Successors & Assigns. This Agreement shall inure to the benefit of and be binding upon the Parties and their respective heirs, legal representatives, successors, and permitted assigns.

9.4 Severability & Reformation. If any provision of this Agreement is held unenforceable under applicable law, such provision shall be modified to the minimum extent necessary to make it enforceable, and the remaining provisions shall remain in full force and effect.

[// GUIDANCE: South Carolina courts are generally reluctant to “blue-pencil” overly broad covenants. Draft narrow terms initially to mitigate judicial refusal to enforce.]

9.5 Integration. This Agreement constitutes the entire understanding of the Parties with respect to the subject matter hereof and supersedes all prior or contemporaneous oral or written agreements.

9.6 Counterparts; Electronic Signatures. This Agreement may be executed in one or more counterparts, each of which shall be deemed an original. Signatures transmitted electronically or by facsimile shall be deemed original signatures.

10. EXECUTION BLOCK

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

[OPTIONAL NOTARIZATION BLOCK—INSERT IF REQUIRED BY COMPANY POLICY OR FOR ADDITIONAL EVIDENTIARY WEIGHT.]

[// GUIDANCE SUMMARY:
1. Customize Restricted Territory and Restricted Period to match Employer’s actual market scope.
2. Provide new, tangible consideration if executing post-hire—continued employment alone may fail.
3. Keep record of the negotiation process and consideration delivered for evidentiary support.
4. Review SC case law annually; update covenants if judicial standards tighten.
5. Prior to execution, confirm that no earlier restrictive covenants conflict with this Agreement.]