WEST VIRGINIA EMPLOYEE NON-COMPETITION AGREEMENT

(Clean Template – Ready for Attorney Customization)

[// GUIDANCE: This template is drafted to comply with West Virginia (WV) common-law enforceability standards for restrictive covenants. Practitioners should confirm no statutory changes or industry-specific prohibitions (e.g., healthcare) apply at the time of use.]

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 Agreement Title and Date

This Employee Non-Competition Agreement (“Agreement”) is made effective as of [EFFECTIVE DATE] (the “Effective Date”).

1.2 Parties

(a) [EMPLOYER LEGAL NAME], a [STATE OF FORMATION] [TYPE OF ENTITY] with principal business address at [ADDRESS] (“Employer”); and
(b) [EMPLOYEE FULL LEGAL NAME], residing at [ADDRESS] (“Employee”).

1.3 Recitals

A. Employer is engaged in [DESCRIPTION OF BUSINESS] within and beyond the State of West Virginia.
B. Employee either (i) is being offered initial employment, or (ii) currently is employed and is receiving Additional Consideration (as defined below), in each case conditioned on Employee’s agreement to the covenants herein.
C. Employer will provide Employee with access to Confidential Information (as defined below) and specialized training, the protection of which is a legitimate business interest.
D. The parties desire to set forth the terms under which Employee will restrict certain competitive activities following employment, consistent with West Virginia law.

NOW, THEREFORE, in consideration of the mutual promises herein and other good and valuable consideration, the receipt and sufficiency of which are hereby acknowledged, the parties agree as follows:

2. DEFINITIONS

For purposes of this Agreement, the following capitalized terms have the meanings set forth below. Defined terms appear alphabetically.

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

“Business” – the products and services offered, marketed, sold, provided, or under demonstrable development by Employer during the last twelve (12) months of Employee’s employment.

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

“Competitive Services” – any activities, products, or services that are the same as or substantially similar to the Business and in which Employee was involved, directly or indirectly, during the last twelve (12) months of employment.

“Confidential Information” – all non-public information in any form relating to Employer or its Affiliates, including trade secrets, customer lists, pricing data, marketing strategies, software, inventions, and financial information, whether or not marked confidential.

“Customer” – any person or entity that purchased products or services from Employer within the twenty-four (24) months preceding the Termination Date and with whom Employee had material contact.

“Employee Inventions” – [OPTIONAL].

“Restricted Period” – the period of [●] months following the Termination Date.

“Restricted Territory” – (i) each county within West Virginia in which Employee performed services or had business responsibility on behalf of Employer during the last twelve (12) months of employment, and (ii) any other geographic area within [X] miles of such counties.

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

3. OPERATIVE PROVISIONS

3.1 Consideration

(a) Initial Hire. If Employee is entering into this Agreement as a condition of initial employment, the offer of employment and access to Confidential Information constitute sufficient consideration.
(b) Current Employee. If Employee is already employed, Employer shall provide the following additional consideration (“Additional Consideration”): [SIGNING BONUS / RAISE / PROMOTION / OTHER].

[// GUIDANCE: WV courts require independent consideration for a mid-employment covenant. Specify here.]

3.2 Term of Employment

Nothing herein guarantees employment for any specific duration. Employment remains “at will” unless otherwise agreed in writing.

3.3 Confidential Information

Employee shall not, during or after employment, use or disclose Confidential Information except in the lawful performance of duties for Employer.

3.4 Return of Property

On or before the Termination Date, Employee shall return all property, documents, and data belonging to Employer.

4. REPRESENTATIONS & WARRANTIES

4.1 Employee represents, warrants, and covenants that:
(a) Employee has full right and authority to enter into and perform this Agreement and is not a party to any agreement that would conflict with the covenants herein;
(b) Employee understands the scope, duration, and geographic limits of this Agreement and acknowledges they are reasonable and necessary to protect Employer’s legitimate interests.

4.2 Employer represents and warrants that it is duly authorized to execute and perform this Agreement.

4.3 Survival. All representations, warranties, and covenants in Sections 3–7 survive the Termination Date for the duration of the Restricted Period and any applicable statute of limitation.

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, consult for, or otherwise engage in Competitive Services; or
(b) assist any other person or entity to engage in activities prohibited by this Section 5.1.

5.2 Non-Solicitation of Customers

During the Restricted Period, Employee shall not solicit, divert, or accept business from any Customer for the purpose of providing Competitive Services.

5.3 Non-Solicitation of Employees

During the Restricted Period, Employee shall not, directly or indirectly, solicit or induce any employee or independent contractor of Employer to terminate or modify such relationship.

5.4 Reasonableness & Reformation

Employee acknowledges the reasonableness of the restrictions. Should any covenant be deemed unenforceable, the parties authorize any court of competent jurisdiction to reform such provision to the minimum extent necessary to render it enforceable under applicable law.

5.5 Notice of New Employment

During the Restricted Period, Employee shall provide Employer with the name and address of any subsequent employer and a copy of this Agreement upon request.

6. DEFAULT & REMEDIES

6.1 Events of Default
A breach of Sections 3.3, 3.4, or any provision in Article 5 constitutes an “Event of Default.”

6.2 Notice and Cure
Employer may provide written notice detailing the alleged breach. Where the breach is capable of cure, Employee has five (5) business days to cure; breaches of confidentiality or restrictive covenants are deemed incapable of cure.

6.3 Injunctive Relief
Employee acknowledges that irreparable harm would result from breach, for which monetary damages are inadequate. Accordingly, Employer is entitled to temporary, preliminary, and permanent injunctive relief, without the necessity of posting bond, in addition to any other remedies.

6.4 Damages & Accounting
Employer may recover actual, consequential, and exemplary damages, and may require Employee to disgorge any profits realized from the breach.

6.5 Tolling
The Restricted Period shall be tolled during any period of breach.

6.6 Attorneys’ Fees
Employee shall reimburse Employer for all reasonable attorneys’ fees and costs incurred in enforcing this Agreement.

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, and expenses (including reasonable attorneys’ fees) arising out of or relating to Employee’s breach of this Agreement.

7.2 Limitation of Liability

No contractual liability cap applies to Employee’s obligations or Employer’s remedies under this Agreement.

7.3 Insurance

[OPTIONAL: Employee shall maintain [TYPE] insurance with limits not less than $[●] covering the obligations herein.]

7.4 Force Majeure

Neither party shall be liable for failure to perform non-monetary obligations where performance is rendered impossible by events beyond its reasonable control; provided that this Section does not excuse a breach of 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 West Virginia, without regard to 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], West Virginia, for any proceeding arising out of or relating to this Agreement.

8.3 Arbitration (Optional)

[OPTION 1 – OMIT ENTIRE SECTION IF NOT USED]
Any controversy or claim [EXCEPT FOR REQUESTS FOR INJUNCTIVE RELIEF] shall be settled by confidential, binding arbitration in [CITY], West Virginia, administered by [ARBITRATION ORGANIZATION] under its employment arbitration rules then in effect. Judgment on the award may be entered in any court of competent jurisdiction.

[// GUIDANCE: Remove Section 8.3 if the parties prefer litigation exclusively.]

8.4 Jury Waiver (Optional)

EACH PARTY IRREVOCABLY WAIVES, TO THE FULLEST EXTENT PERMITTED BY LAW, ANY RIGHT TO A TRIAL BY JURY.

[// GUIDANCE: WV recognizes contractual jury waivers when entered knowingly and voluntarily.]

8.5 Cumulative Remedies

The remedies provided in this Agreement are cumulative and not exclusive of any remedies provided by law.

9. GENERAL PROVISIONS

9.1 Amendment & Waiver. No amendment or waiver is effective unless in writing and signed by both parties. A waiver on one occasion is not a waiver of any subsequent breach.

9.2 Assignment. Employee may not assign or delegate any rights or obligations under this Agreement without Employer’s prior written consent. Employer may assign this Agreement to any successor or Affiliate.

9.3 Successors & Assigns. This Agreement is binding upon and inures to the benefit of the parties and their respective successors and permitted assigns.

9.4 Severability & Blue-Pencil. If any provision or portion thereof is held invalid or unenforceable, the remainder will remain in full force, and the court shall modify the offending provision to render it enforceable to the maximum extent permitted by law.

9.5 Entire Agreement. This Agreement constitutes the entire understanding between the parties regarding the subject matter and supersedes all prior or contemporaneous oral or written agreements relating thereto.

9.6 Counterparts. This Agreement may be executed in counterparts, each of which is deemed an original, and all of which together constitute one instrument.

9.7 Electronic Signatures. Signatures delivered via electronic means (e.g., DocuSign, PDF) are deemed original and binding.

9.8 Headings. Headings are for convenience only and do not affect interpretation.

10. EXECUTION BLOCK

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

[OPTIONAL NOTARIZATION BLOCK – include if required by internal policy or desired for evidentiary purposes.]

[// GUIDANCE: Attorneys should tailor:
• Restricted Period (generally 6–24 months in WV, depending on role).
• Restricted Territory (tie to actual areas of responsibility; avoid nationwide unless justified).
• Additional Consideration for mid-employment covenants.
• Carve-outs for activities protected by law (e.g., statutory rights to practice one’s profession, whistleblower activities).
• Industry-specific statutes (physician, lawyer, broadcast) that may alter enforceability.
• Integration with broader employment or equity agreements.]

(END OF TEMPLATE)