[DRAFT] WISCONSIN EMPLOYEE NON-COMPETE AGREEMENT
[// GUIDANCE: Remove bracketed guidance notes and fill in all placeholders before execution.]
TABLE OF CONTENTS
- Document Header
- Definitions
- Operative Provisions
- Representations & Warranties
- Covenants & Restrictions
- Default & Remedies
- Risk Allocation
- Dispute Resolution
- General Provisions
- Execution Block
1. DOCUMENT HEADER
1.1 Title and Parties
This Employee Non-Compete Agreement (this “Agreement”) is entered into as of [EFFECTIVE DATE] (the “Effective Date”) by and between:
a. [EMPLOYER LEGAL NAME], a [STATE OF INCORPORATION] [corporation/LLC/etc.] with its principal place of business at [ADDRESS] (“Employer”); and
b. [EMPLOYEE LEGAL NAME], an individual residing at [ADDRESS] (“Employee”).
Employer and Employee may be referred to individually as a “Party” and collectively as the “Parties.”
1.2 Recitals
A. Employer is engaged in the business of [GENERAL BUSINESS DESCRIPTION] (the “Business”).
B. Employee will have access to Confidential Information (as defined below) and substantial relationships with Employer’s customers and employees.
C. As a condition of Employee’s [initial employment/continued employment/promotion] and in consideration of the mutual promises herein, the Parties desire to restrict Employee’s post-employment competition in accordance with Wis. Stat. § 103.465 and other applicable law.
NOW, THEREFORE, the Parties agree as follows:
2. DEFINITIONS
For purposes of this Agreement, the following terms shall have the meanings set forth below. Terms defined in this Section 2 and used elsewhere in the singular include the plural and vice-versa.
2.1 “Competitive Services” means [CLEAR DESCRIPTION OF SERVICES] that are identical or substantially similar to those Employee provided on behalf of Employer during the [12/18/24] months preceding the Separation Date.
2.2 “Confidential Information” means all non-public information, whether written, oral, electronic, or in any other form, that relates to Employer’s products, services, customers, suppliers, pricing, marketing strategies, business plans, trade secrets, technology, or employees. Confidential Information does not include information that (i) is or becomes generally available to the public without breach of this Agreement, (ii) was in Employee’s lawful possession prior to disclosure by Employer, or (iii) is independently developed by Employee without use of Employer’s Confidential Information.
2.3 “Restricted Period” means the period commencing on the Separation Date and continuing for [12/18/24] consecutive months thereafter.
2.4 “Restricted Territory” means the geographic area within a [25/50/100-mile] radius of any location at which Employee performed services or had a material presence on behalf of Employer during the [12/18/24] months preceding the Separation Date.
2.5 “Separation Date” means the last day of Employee’s employment with Employer, regardless of the reason for termination.
[// GUIDANCE: Add additional defined terms as needed and cross-reference each term consistently.]
3. OPERATIVE PROVISIONS
3.1 Consideration
(a) Employer shall provide Employee, in exchange for the covenants herein, the following consideration (the “Consideration”):
i. For new hires: offer of at-will employment as of the Effective Date at a salary of $[AMOUNT] per [year/hour], eligibility to participate in Employer benefit plans, and access to Confidential Information.
ii. For existing employees: continued employment for a minimum period of [X] months from the Effective Date, a signing bonus of $[AMOUNT] payable within [30] days, and continued access to Confidential Information.
(b) Employee acknowledges the sufficiency of the Consideration and that the Consideration exceeds any compensation to which Employee would otherwise be entitled.
3.2 Term
This Agreement becomes effective on the Effective Date and shall remain in force through the expiration of the Restricted Period and the resolution of any claim arising out of this Agreement.
3.3 Conditions Precedent
Employer’s obligations to provide the Consideration are conditioned upon Employee’s execution and non-revocation of this Agreement.
4. REPRESENTATIONS & WARRANTIES
4.1 Mutual Authority
Each Party represents and warrants that it has full power and authority to enter into and perform this Agreement.
4.2 Employee Representations
Employee represents and warrants that:
a. Employee is not party to any agreement that would conflict with or be violated by Employee’s performance of this Agreement;
b. Employee will immediately disclose to Employer any potential conflict; and
c. All information supplied by Employee to Employer in connection with employment is true and complete.
4.3 Survival
The representations and warranties in this Section 4 shall survive termination or expiration of this Agreement.
5. COVENANTS & RESTRICTIONS
5.1 Non-Competition
Employee shall not, during the Restricted Period, directly or indirectly, for Employee’s own benefit or on behalf of any other person or entity, within the Restricted Territory, engage in, manage, operate, join, control, or participate in the ownership, management, operation, or control of, any business that provides Competitive Services.
5.2 Non-Solicitation of Customers
Employee shall not, during the Restricted Period, solicit or attempt to solicit, for purposes of providing Competitive Services, any customer or prospective customer with whom Employee had Material Contact (defined below) in the 12 months preceding the Separation Date.
“Material Contact” means [standard definition].
5.3 Non-Solicitation of Employees
Employee shall not, during the Restricted Period, induce or attempt to induce any employee, contractor, or consultant of Employer to terminate or reduce their relationship with Employer.
5.4 Confidentiality
Employee shall at all times maintain the confidentiality of Confidential Information and shall not disclose, use, or allow access to such information other than as required in the course of employment with Employer.
5.5 Return of Property
On or before the Separation Date, Employee shall return to Employer all documents, data, and property belonging to Employer, regardless of medium.
[// GUIDANCE: Adjust the scope and duration of the covenants to fit specific roles; tailor the Restricted Territory based on actual service area. WI courts scrutinize overbroad provisions under Wis. Stat. § 103.465.]
6. DEFAULT & REMEDIES
6.1 Events of Default
Any breach of Sections 5.1 through 5.5 constitutes an “Event of Default.”
6.2 Notice and Cure
Upon written notice specifying the nature of the breach, Employee shall have five (5) business days to cure any breach capable of cure. Breaches of confidentiality or misappropriation of trade secrets are deemed incapable of cure.
6.3 Injunctive Relief
Employee acknowledges that any breach of this Agreement will cause irreparable harm to Employer for which monetary damages are inadequate. Employer shall therefore be entitled, in addition to any other remedies available at law or in equity, to seek temporary, preliminary, and permanent injunctive relief in any court of competent jurisdiction without posting bond, to the fullest extent permitted by law.
6.4 Equitable Accounting
In the event of breach, Employer shall be entitled to an equitable accounting of all profits or benefits arising from such breach.
6.5 Attorneys’ Fees
Employee shall be liable for all reasonable attorneys’ fees and costs incurred by Employer in connection with enforcing this Agreement.
7. RISK ALLOCATION
7.1 Indemnification by Employee
Employee shall indemnify, defend, and hold harmless Employer and its officers, directors, shareholders, employees, and agents from and against any and all losses, damages, liabilities, judgments, penalties, fines, costs, or expenses (including reasonable attorneys’ fees) arising out of or resulting from Employee’s breach of this Agreement.
7.2 [Intentionally Omitted] Limitation of Liability
[// GUIDANCE: Jurisdiction metadata specifies “no_cap”; do not include a limitation-of-liability clause in Employer’s favor.]
7.3 Insurance
Employer maintains, and Employee shall cooperate with, any applicable employer insurance programs; Employee shall not impair or void coverage through wrongful acts.
7.4 Force Majeure
Neither Party shall be liable for failure to perform its obligations (other than payment or confidentiality obligations) where such failure results from causes beyond its reasonable control, including acts of God, war, pandemic, or governmental action. The affected Party shall promptly notify the other Party and resume performance as soon as practicable.
8. DISPUTE RESOLUTION
8.1 Governing Law
This Agreement shall be governed by and construed in accordance with the laws of the State of Wisconsin, without regard to its conflict-of-laws principles.
8.2 Forum Selection
The Parties irrevocably submit to the exclusive jurisdiction of the state courts located in [COUNTY], Wisconsin, for the resolution of any claim or controversy arising out of or relating to this Agreement.
8.3 Arbitration [OPTIONAL]
[// GUIDANCE: Delete if not elected.]
Any dispute, claim, or controversy arising out of or relating to this Agreement shall, at Employer’s sole option, be resolved by confidential arbitration administered by the American Arbitration Association under its Employment Arbitration Rules then in effect. Judgment on the award rendered by the arbitrator(s) may be entered in any court of competent jurisdiction.
8.4 Jury Trial Waiver [OPTIONAL]
[// GUIDANCE: Delete if not elected.]
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 Injunctive Relief Preservation
Nothing in this Section 8 shall limit Employer’s right to seek injunctive relief in accordance with Section 6.3.
9. GENERAL PROVISIONS
9.1 Amendment and Waiver
No amendment or waiver of any provision of this Agreement shall be effective unless in writing and signed by both Parties. No waiver of any breach shall be deemed a waiver of any subsequent breach.
9.2 Assignment
This Agreement is personal to Employee and may not be assigned by Employee without Employer’s prior written consent. Employer may assign this Agreement to any successor or affiliate.
9.3 Successors and Assigns
This Agreement shall be binding upon and inure to the benefit of the Parties and their respective successors and permitted assigns.
9.4 Severability and Reformation
If any provision of this Agreement is found unenforceable under applicable law, the remaining provisions shall continue in full force, provided that, consistent with Wis. Stat. § 103.465, a court shall have the power—but not the obligation—to modify any unenforceable provision to the minimum extent necessary to render it enforceable. The Parties expressly request such reformation only to the extent permissible.
9.5 Entire Agreement
This Agreement constitutes the entire agreement between the Parties regarding the subject matter hereof and supersedes all prior oral or written agreements, understandings, or representations.
9.6 Counterparts
This Agreement may be executed in one or more counterparts, each of which shall be deemed an original, and all of which together shall constitute one instrument. Signatures transmitted electronically (e.g., PDF or e-signature) shall be deemed original signatures.
9.7 Notice
All notices required or permitted under this Agreement shall be in writing and delivered (i) personally, (ii) by certified mail (return receipt requested), (iii) by nationally recognized overnight courier, or (iv) by email with delivery confirmation, to the addresses set forth below or such other address as a Party may designate in writing.
10. EXECUTION BLOCK
IN WITNESS WHEREOF, the Parties have executed this Agreement as of the Effective Date.
Employer:
[NAME]
[Title]
[EMPLOYER LEGAL NAME]
Date: ____
Employee:
[EMPLOYEE LEGAL NAME]
Date: ____
[Optional Notary Acknowledgment, if required by Employer policy.]
[// GUIDANCE:
1. Verify that the Restricted Period and Restricted Territory are narrowly tailored to Employer’s legitimate business interests.
2. Provide meaningful, non-illusory consideration, especially for existing employees, to strengthen enforceability.
3. Review Wis. Stat. § 103.465 and current Wisconsin case law before final execution—Wisconsin courts will strike down any covenant that is overbroad in duration, geography, or scope and will not “blue-pencil” overly broad covenants.
4. Consider separate agreements for confidentiality and invention assignment if broader protection is desired.
5. Retain executed originals in Employer’s personnel files and provide Employee with a copy.]