EMPLOYEE NON-COMPETE AND CONFIDENTIALITY AGREEMENT

(Tennessee)

TABLE OF CONTENTS

1. Document Header
2. Definitions
3. Operative Provisions
    3.1 Consideration
    3.2 Confidential Information
    3.3 Covenant Not to Compete
    3.4 Non-Solicitation
4. Representations & Warranties
5. Covenants & Restrictions
6. Default & Remedies
7. Risk Allocation
8. Dispute Resolution
9. General Provisions
10. Execution Block

1. DOCUMENT HEADER

This Employee Non-Compete and Confidentiality Agreement (“Agreement”) is made effective as of [EFFECTIVE DATE] (“Effective Date”) by and between:

(a) [EMPLOYER LEGAL NAME], a [STATE OF FORMATION] [ENTITY TYPE – e.g., corporation/LLC], with its principal place of business at [ADDRESS] (“Employer”); and

(b) [EMPLOYEE NAME], an individual residing at [ADDRESS] (“Employee”).

Recitals
A. Employer is engaged in the business of [DESCRIBE BUSINESS] (the “Business”).
B. Employee will (or continues to) occupy a position of trust and confidence, giving Employee access to Confidential Information (as defined below) and substantial relationships with Employer’s customers, suppliers, and employees.
C. To protect Employer’s legitimate business interests, the parties enter into this Agreement in exchange for the mutual promises herein and the consideration described below.

2. DEFINITIONS

For purposes of this Agreement, the following capitalized terms have the meanings set forth below, each applicable singularly and collectively:

“Affiliate” – Any entity controlling, controlled by, or under common control with Employer.

“Cause” – [DEFINE OR CROSS-REFERENCE EMPLOYMENT AGREEMENT].

“Competing Business” – Any person or entity engaged, directly or indirectly, in [DESCRIBE COMPETITIVE ACTIVITIES] that are the same as or substantially similar to the Business conducted by Employer during the twelve (12) months preceding the Termination Date.

“Confidential Information” – All non-public information, whether oral, written, electronic, or in any other form, including trade secrets, customer lists, pricing, marketing plans, software, designs, processes, financial data, and any information Employer is under an obligation to keep confidential.

“Restricted Area” – [SPECIFY – e.g., a fifty (50) mile radius of Employer’s principal office and any location where Employee performed services or had material business contact on behalf of Employer during the last twelve (12) months of employment].

“Restricted Period” – [TIME PERIOD – e.g., twelve (12) months] commencing on the Termination Date; provided, that such period shall be tolled for any period during which Employee is in breach of Section 3.3 or 3.4.

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

3. OPERATIVE PROVISIONS

3.1 Consideration

(a) Initial Employment. If Employee is being hired contemporaneously with this Agreement, the offer of employment and access to Confidential Information constitute sufficient consideration.
(b) Continued Employment / Additional Consideration. If Employee is already employed, Employer shall provide [SPECIFY – e.g., a one-time payment of $____, a promotion, equity grant, bonus eligibility] as independent consideration for the covenants herein.

3.2 Confidential Information

(a) Non-Disclosure. Employee shall hold Confidential Information in strict confidence and take all commercially reasonable measures to prevent unauthorized use or disclosure.
(b) Use Restriction. Employee shall use Confidential Information solely for the benefit of Employer in performing authorized duties.
(c) Return of Materials. Upon Employer’s request or the Termination Date, Employee shall immediately return or irretrievably destroy all Confidential Information and certify compliance in writing.

3.3 Covenant Not to Compete

(a) Restriction. For the duration of the Restricted Period, Employee shall not, within the Restricted Area, directly or indirectly:
 (i) own, manage, operate, control, or participate in the ownership, management, operation, or control of;
 (ii) be employed by or provide services to; or
 (iii) permit Employee’s name to be used in connection with
any Competing Business.
(b) Reasonableness. Employee acknowledges that the restricted activities, duration, and geographic scope are reasonable and necessary to protect Employer’s legitimate business interests, including but not limited to protection of Confidential Information and customer goodwill.
(c) Blue Pencil / Judicial Reformation. If any aspect of this Section is found overly broad, a court of competent jurisdiction may blue-pencil, reform, or enforce it to the maximum extent permissible under Tennessee law.

3.4 Non-Solicitation

(a) Customers. During the Restricted Period, Employee shall not, directly or indirectly, solicit or attempt to solicit business from any customer or prospective customer of Employer with whom Employee had material contact or regarding whom Employee possessed Confidential Information during the last twelve (12) months of employment.
(b) Employees/Contractors. During the Restricted Period, Employee shall not recruit, hire, or encourage any employee or independent contractor of Employer to terminate or alter his or her relationship with Employer.

4. REPRESENTATIONS & WARRANTIES

4.1 Capacity and Authority. Employee represents that Employee is not party to any agreement or restrictive covenant preventing full performance of Employee’s obligations hereunder.

4.2 No Improper Use of Others’ Information. Employee shall not disclose or use any confidential or proprietary information of a third party in performing duties for Employer.

4.3 Survival. The representations and warranties in this Section shall survive termination of this Agreement.

5. COVENANTS & RESTRICTIONS

5.1 Compliance with Policies. Employee shall comply with Employer’s written policies, including but not limited to codes of conduct, confidentiality, and security policies, as may be amended from time to time.

5.2 Notice of New Employment. For the duration of the Restricted Period, Employee shall provide Employer with written notice of any new employment or engagement, including the identity of the new employer/client and description of duties, at least ten (10) days prior to commencement.

5.3 Cooperation. Employee shall reasonably cooperate with Employer in any investigation, litigation, or administrative proceeding relating to matters in which Employee was involved during employment.

6. DEFAULT & REMEDIES

6.1 Events of Default. Any breach of Sections 3.2, 3.3, or 3.4 constitutes an “Event of Default.”

6.2 Notice and Cure. Employer may provide written notice of default; where the breach is capable of cure, Employee shall have five (5) calendar days from receipt to effect full cure.

6.3 Injunctive Relief. Employee acknowledges that monetary damages may be inadequate and agrees that Employer shall be entitled to temporary, preliminary, and permanent injunctive relief, specific performance, or other equitable remedies without the necessity of posting bond, in addition to any other remedies available at law.

6.4 Attorney Fees and Costs. In any action arising out of or relating to this Agreement, the prevailing party shall be entitled to recover its reasonable attorney fees and costs.

7. RISK ALLOCATION

7.1 Indemnification by Employee. Employee shall indemnify, defend, and hold Employer and its Affiliates, and their respective officers, directors, employees, and agents harmless from and against any and all losses, liabilities, damages, costs, and expenses (including reasonable attorney fees) arising from or relating to Employee’s breach of this Agreement or willful misconduct.

7.2 No Limitation of Liability. The parties acknowledge and agree that no contractual cap on liability applies to Employee’s obligations under this Agreement.

7.3 Insurance. [OPTIONAL – include if Employee maintains professional liability insurance.]

7.4 Force Majeure. Neither party shall be liable for delay or failure to perform to the extent such delay or failure is caused by events beyond its reasonable control; provided, however, that this Section does not excuse Employee’s post-employment restrictive covenants.

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 Tennessee, without regard to conflicts-of-law principles.

8.2 Forum Selection. The parties irrevocably submit to the exclusive jurisdiction of the state courts located in [COUNTY], Tennessee for any action arising out of or relating to this Agreement, and waive any objection based on improper venue or forum non conveniens.

8.3 Arbitration (Optional). [SELECT ONE: “The parties agree that any dispute … shall be finally resolved by confidential arbitration administered by the American Arbitration Association in accordance with its Employment Arbitration Rules.” / “No arbitration; disputes shall be resolved exclusively in the courts specified in Section 8.2.”]

8.4 Jury Trial Waiver (Optional). [IF DESIRED] EACH PARTY KNOWINGLY AND VOLUNTARILY WAIVES ANY RIGHT TO TRIAL BY JURY IN ANY ACTION OR PROCEEDING ARISING OUT OF OR RELATING TO THIS AGREEMENT.

8.5 Preservation of Injunctive Relief. Notwithstanding Section 8.3, Employer may seek equitable relief in a court of competent jurisdiction to enforce Sections 3.2–3.4.

9. GENERAL PROVISIONS

9.1 Amendment; Waiver. No modification, amendment, or waiver of any provision of this Agreement is effective unless in writing and signed by both parties. A waiver of any default is not a waiver of any subsequent default.

9.2 Assignment. This Agreement is personal to Employee and may not be assigned. Employer may assign this Agreement to any Affiliate or successor by merger, consolidation, or sale of substantially all of its assets. All covenants herein shall inure to the benefit of Employer’s successors and assigns.

9.3 Severability; Reformation. If any provision of this Agreement is held invalid or unenforceable, the remaining provisions shall remain in full force. To the extent permissible, a court shall reform any unenforceable provision to reflect the parties’ intent and render it enforceable.

9.4 Entire Agreement. This Agreement, together with any separately executed confidentiality, invention assignment, or employment agreements, constitutes the entire agreement of the parties with respect to the subject matter hereof and supersedes all prior agreements, oral or written.

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

9.6 Headings. Section headings are for convenience only and do not affect interpretation.

9.7 Notice. All notices shall be in writing and delivered (i) personally, (ii) by certified mail (return receipt requested), or (iii) by nationally recognized overnight courier to the addresses set forth in the preamble (or such other address subsequently designated in writing). Notice is deemed given upon receipt.

10. EXECUTION BLOCK

IN WITNESS WHEREOF, the parties hereto have caused this Agreement to be executed as of the Effective Date.

[Optional Notary Acknowledgment Block – Insert if Employer requires notarization under internal policy or for added evidentiary weight.]