WYOMING EMPLOYEE NON-COMPETE AGREEMENT
[// GUIDANCE: This template is drafted for use with employees located in Wyoming (“WY”). Wyoming courts enforce covenants not to compete only to the extent they protect a legitimate business interest and are reasonable in duration, geographic scope, and activity scope. Modify all bracketed items for the facts of each matter.]
TABLE OF CONTENTS
- Document Header
- Definitions
- Consideration
- Operative Provisions (Non-Competition)
- Representations & Warranties
- Covenants & Continuing Obligations
- Default & Remedies
- Risk Allocation
- Dispute Resolution
- General Provisions
- Execution Block
1. DOCUMENT HEADER
This Wyoming Employee Non-Compete Agreement (this “Agreement”) is entered into and made effective as of [EFFECTIVE DATE] (the “Effective Date”) by and between:
- [EMPLOYER LEGAL NAME], a [STATE] [corporation / limited liability company / other] with its principal place of business at [ADDRESS] (“Employer”); and
- [EMPLOYEE LEGAL NAME], an individual residing at [ADDRESS] (“Employee”).
Recitals
A. Employer is engaged in the business of [BUSINESS DESCRIPTION] and has invested substantial time, money, and effort in developing its customer relationships, goodwill, confidential information, and trade secrets.
B. Employee is or will be employed by Employer in the position of [TITLE/POSITION], in which Employee will have access to Confidential Information (as defined below) and substantial contact with Employer’s customers and/or strategic plans.
C. Employer desires to protect its legitimate business interests, and Employee desires to accept (or continue) employment with Employer and to receive the Consideration (defined below), all subject to the terms and conditions of this Agreement.
NOW, THEREFORE, in consideration of the mutual promises herein and for 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 terms have the meanings set forth below. Defined terms appear in alphabetical order and apply throughout this Agreement regardless of whether used in singular or plural form.
“Affiliate” means any entity that, directly or indirectly, controls, is controlled by, or is under common control with Employer.
“Confidential Information” means information, whether or not a trade secret, that is proprietary to Employer or its Affiliate(s) and not generally known to the public, including but not limited to client lists, pricing data, marketing strategies, business plans, financial information, research, product development, and software source code. Confidential Information includes “Trade Secrets” as defined below.
“Competitive Business” means any business or enterprise that, in whole or in relevant part, develops, markets, sells, or provides products or services that are the same as or substantially similar to, or that compete with, the products or services offered or actively planned by Employer during the Employee’s employment.
“Engage in” means to perform services for, own an interest in (other than ownership of < 2% of a publicly traded company), advise, finance, lend to, or otherwise participate, directly or indirectly, in any capacity, whether paid or unpaid.
“Restricted Period” means the period beginning on the last day of Employee’s employment with Employer for any reason (the “Separation Date”) and continuing for [___] months thereafter.
“Restricted Territory” means [GEOGRAPHIC SCOPE – e.g., a -mile radius of each Employer office where Employee worked or had responsibility, or counties , ___, and ___ in Wyoming]. [// GUIDANCE: WY courts scrutinize broad geographic restraints. Tailor this definition to the actual market area in which the Employee worked.]
“Trade Secret” has the meaning given in WYO. STAT. ANN. §§ 40-24-101 to -110, as amended (Wyoming Uniform Trade Secrets Act).
3. CONSIDERATION
3.1 Employment and Other Consideration. As material consideration for Employee’s entry into, and ongoing compliance with, this Agreement, Employer will provide Employee with [continued at-will employment / a promotion to ___ / a one-time payment of $___ / equity grant of ___ units] (collectively, the “Consideration”).
3.2 Adequacy of Consideration. Employee acknowledges that:
(a) the Consideration is in addition to anything of value to which Employee is already entitled;
(b) the Consideration is fair and adequate; and
(c) Employee’s covenants and obligations herein are a material inducement for Employer to provide the Consideration.
4. OPERATIVE PROVISIONS (NON-COMPETITION)
4.1 Covenant Not to Compete. During the Restricted Period, Employee shall not, within the Restricted Territory, Engage in any Competitive Business.
4.2 Limited Carve-Outs. The foregoing restriction shall not prohibit Employee from:
(a) owning, as a passive investment, < 2% of any class of securities of a publicly traded company;
(b) working for, or owning an interest in, a business line or division of a multi-line entity that is not itself a Competitive Business, provided Employee is not involved in any Competitive Business activities; or
(c) engaging in any activity expressly approved in advance and in writing by Employer’s Chief Executive Officer (or designee).
4.3 Tolling. The Restricted Period shall be tolled and automatically extended by any period during which Employee is in breach of Section 4.1.
4.4 Reformation. If any aspect of this Section 4 is found unenforceable, a court of competent jurisdiction is authorized and directed to modify the scope, duration, or geographic extent to the minimum degree necessary to render the covenant enforceable under applicable law.
5. REPRESENTATIONS & WARRANTIES
5.1 Mutual Representations. Each party represents and warrants that:
(a) it has full authority and capacity to enter into and perform this Agreement;
(b) the execution and delivery of this Agreement do not violate any agreement binding on such party; and
(c) this Agreement constitutes a valid and binding obligation, enforceable in accordance with its terms.
5.2 Employee’s Additional Representations. Employee further represents and warrants that:
(a) Employee is not subject to any other agreement that would conflict with or inhibit Employee’s performance of this Agreement;
(b) Employee has carefully read and understands this Agreement, has had an opportunity to consult legal counsel of Employee’s choosing, and enters into this Agreement voluntarily; and
(c) Employee will, upon request, provide Employer with accurate details of any future employment during the Restricted Period sufficient to allow Employer to monitor compliance.
6. COVENANTS & CONTINUING OBLIGATIONS
6.1 Confidentiality. Employee shall hold all Confidential Information in strict confidence and shall not, without Employer’s prior written consent, disclose or use Confidential Information except in furtherance of Employee’s duties to Employer.
6.2 Return of Property. On or before the Separation Date, Employee shall return to Employer all property, documents, and electronic files belonging or relating to Employer or its clients.
6.3 Notice to Subsequent Employers. For the duration of the Restricted Period, Employee shall:
(a) provide a copy of this Agreement to each prospective employer before accepting an offer of employment; and
(b) immediately notify Employer in writing of the name, address, and nature of any new employment or business activity.
6.4 Compliance Monitoring. Employee consents to Employer providing a copy of this Agreement to any third party believed to be considering or having a business relationship with Employee that may violate Section 4.
7. DEFAULT & REMEDIES
7.1 Events of Default. Any breach by Employee of Sections 4, 6, or 9 constitutes a material default.
7.2 Notice and Cure. Upon written notice from Employer specifying the default, Employee shall have [___] days to cure any default capable of cure; provided, however, that breaches of Sections 4 or 6 are deemed incapable of cure.
7.3 Injunctive Relief. Employee acknowledges that breaches of Sections 4 or 6 will cause irreparable harm for which monetary damages would be inadequate. Accordingly, Employer shall be entitled to injunctive relief (temporary, preliminary, and/or permanent), without posting bond or other security, in addition to any other remedies available at law or equity.
7.4 Attorneys’ Fees. Employee shall pay Employer all reasonable attorneys’ fees, costs, and expenses incurred in enforcing this Agreement or otherwise remedying any breach by Employee.
[// GUIDANCE: Wyoming courts routinely award fees where authorized by contract. Maintaining a fee-shifting clause strengthens deterrence.]
8. RISK ALLOCATION
8.1 Indemnification by Employee. Employee shall indemnify, defend, and hold harmless Employer and its Affiliates, and their respective directors, officers, employees, and agents, from and against any and all losses, liabilities, damages, costs, and expenses (including reasonable attorneys’ fees) arising out of or related to Employee’s breach of this Agreement.
8.2 No Limitation of Liability. The parties expressly agree that no limitation of liability or damages cap applies to Employee’s obligations or Employer’s remedies under this Agreement.
8.3 Force Majeure. Neither party shall be liable for any failure or delay in performance (other than Employee’s obligations under Sections 4 or 6) caused by acts beyond its reasonable control, including acts of God, war, terrorism, epidemic, or governmental action.
9. DISPUTE RESOLUTION
9.1 Governing Law. This Agreement and any claim or dispute arising hereunder shall be governed by, and construed in accordance with, the laws of the State of Wyoming without regard to its conflict-of-laws rules.
9.2 Forum Selection. Subject to Section 9.3, each party irrevocably submits to the exclusive jurisdiction of the state courts located in [COUNTY], WYOMING, and waives any objection based on inconvenient forum.
9.3 [OPTIONAL] Arbitration. [Select one]
☐ 9.3.1 The parties agree that any dispute (other than requests for injunctive relief under Section 7.3) shall be finally settled by confidential, binding arbitration administered by the American Arbitration Association (“AAA”) in accordance with its Employment Arbitration Rules. The place of arbitration shall be [CITY, WY]. Judgment on the award may be entered in any court of competent jurisdiction.
☐ 9.3.2 The parties do not elect arbitration.
[// GUIDANCE: Check Employer’s overall dispute resolution strategy before selecting an option.]
9.4 [OPTIONAL] Jury Trial Waiver. [If elected] Each party irrevocably waives its right to a trial by jury in any action or proceeding arising out of or relating to this Agreement.
10. GENERAL PROVISIONS
10.1 Amendment; Waiver. No amendment or modification of this Agreement shall be valid unless in writing and signed by both parties. No waiver of any breach shall be deemed a waiver of any subsequent breach.
10.2 Assignment. This Agreement is personal to Employee and may not be assigned by Employee. Employer may assign this Agreement to any successor in interest or Affiliate.
10.3 Severability; Reformation. If any provision of this Agreement is held unenforceable, the remaining provisions shall remain in full force, and the unenforceable provision shall be reformed to the minimum extent necessary to render it enforceable, consistent with the parties’ intent and Wyoming law.
10.4 Entire Agreement. This Agreement constitutes the entire understanding of the parties with respect to its subject matter and supersedes all prior and contemporaneous agreements or understandings, whether written or oral, relating thereto.
10.5 Counterparts; Electronic Signatures. This Agreement may be executed in counterparts, each of which is deemed an original, and all of which together constitute one and the same instrument. Signatures delivered by facsimile, PDF, or via electronic signature platform (e.g., DocuSign) shall be deemed original and binding.
10.6 Successors and 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.
11. EXECUTION BLOCK
IN WITNESS WHEREOF, the parties have executed this Wyoming Employee Non-Compete Agreement as of the Effective Date.
| EMPLOYER | EMPLOYEE |
| [EMPLOYER LEGAL NAME] | [EMPLOYEE LEGAL NAME] |
| By: ________ | Signature: _______ |
| Name: ______ | Date: _____ |
| Title: _____ | |
| Date: _____ |
[// GUIDANCE: Notarization is not required for enforceability under Wyoming law but may be added for evidentiary value. Add a notary block if desired.]