Non-Solicitation Agreement Template

In this Agreement, the following capitalized terms shall have the meanings set forth below, unless the context otherwise requires.

"Business" means the business of the Employer and its Affiliates as conducted, or actively planned to be conducted, during the Employment Period, including without limitation [description of products and services], in which the Employee was materially involved or about which the Employee obtained Confidential Information.

"Affiliate" means any entity that directly or indirectly controls, is controlled by, or is under common control with the Employer, where "control" means the power to direct the management and policies of an entity, whether through ownership of voting securities, by contract or otherwise.

"Client" means any person or entity to which the Employer or any of its Affiliates provided products or services at any time during the Look-Back Period, and with which the Employee had material contact, for which the Employee had supervisory or business responsibility, or about which the Employee obtained Confidential Information.

"Prospective Client" means any person or entity to which the Employer or any of its Affiliates made, or actively prepared, a proposal, bid, presentation or other targeted solicitation for the purchase of its products or services during the Look-Back Period, and in respect of which the Employee participated or about which the Employee obtained Confidential Information.

"Confidential Information" means all non-public information, in any form, relating to the Employer, its Affiliates, Clients or Prospective Clients, including without limitation client identities, contact persons, preferences, contracts and pricing, margins, financial data, business and marketing plans, methods, processes, software, trade secrets, and personnel compensation and performance data, but excluding information that is or becomes generally available to the public other than through a breach by the Employee.

"Covered Personnel" means any person who is an employee of, or an individual independent contractor or consultant engaged by, the Employer or any of its Affiliates at the time of the Employee's Separation or at any time during the 12 months preceding the Separation, and with whom the Employee worked, whom the Employee supervised, or about whom the Employee obtained Confidential Information.

"Employment Period" means the period during which the Employee is employed by the Employer or any of its Affiliates, commencing on [Employment Start Date].

"Separation" means the termination of the Employee's employment with the Employer for any reason, whether voluntary or involuntary, with or without cause, and whether initiated by the Employee or the Employer.

"Look-Back Period" means the 24 months immediately preceding the date of Separation or, if the Employment Period has been shorter, the entire Employment Period.

"Restricted Period" means the Employment Period and the period of 24 months commencing on the date of Separation, as extended in accordance with this Agreement.

"Solicit" means to directly or indirectly initiate contact with, call upon, induce, encourage, persuade or attempt to persuade, whether or not the first contact is initiated by the other person.

The headings in this Agreement are for convenience only and shall not affect its interpretation. The words "including" and "includes" shall be deemed to be followed by "without limitation," and references to a "person" include any individual, corporation, partnership, limited liability company, association or other entity.

The Parties acknowledge and agree that the Employee's initial employment by the Employer, which the Employer would not offer absent the Employee's agreement to this Agreement, constitutes good, valuable and sufficient consideration for all covenants and obligations undertaken by the Employee hereunder.

The Employee further acknowledges that, in the course of employment, the Employee will receive access to Confidential Information, Client relationships and specialized training to which the Employee would not otherwise have access, and that such access is additional consideration for the covenants herein.

The Employee acknowledges that the compensation and benefits set forth in the Employee's offer letter or employment documentation dated [Offer Letter Date], including a base salary of [Amount and Currency] per [period], are adequate and fair in light of the restrictions imposed by this Agreement.

The Employee expressly waives any claim that the consideration described herein is inadequate, illusory or insufficient to support the covenants of this Agreement, and agrees that no additional payment shall be owed in respect of the Restricted Period unless expressly stated in a writing signed by an authorized officer of the Employer.

The Employee acknowledges that this Agreement is executed as a condition of the commencement of employment and prior to the Employee's first day of work, and that the Employee has had a reasonable opportunity, of not less than [number] days, to review it and to consult independent legal counsel of the Employee's choosing.

The Employee confirms that the Employee enters into this Agreement knowingly and voluntarily, and that the Employee's ability to earn a livelihood in the Employee's field will not be unreasonably impaired by compliance with the covenants herein.

The Employee acknowledges that the Employer has legitimate business interests that are protectable by the covenants in this Agreement, including its trade secrets, Confidential Information, Client and Prospective Client relationships, goodwill, and a stable and trained workforce.

The Employee acknowledges that the Employer has expended, and will continue to expend, substantial time, money and effort in developing and maintaining its Client base and goodwill, and that the Employee's position will cause the Employee to be the face of the Employer to Clients and to benefit from the Employer's goodwill.

The Employee further acknowledges that the Employer has invested significantly in recruiting, training and retaining its employees and contractors, and that the loss of such personnel to a competitor, induced by a former colleague with knowledge of their skills, compensation and performance, would cause the Employer substantial and irreparable harm.

The Employee acknowledges that the Employer's Business is [local / regional / national / international] in scope and that the Employer competes for Clients and personnel in [description of market], such that the covenants herein are necessary to protect the Employer's interests wherever such competition occurs.

The Employee agrees that the restrictions in this Agreement are designed to protect the foregoing interests and not merely to prevent ordinary competition, and that the Employee remains free to engage in lawful competition that does not violate the express terms hereof.

The Employee acknowledges that, during the Employment Period, the Employee will be provided with Confidential Information, and that Client relationships established or developed by the Employee in the course of employment are developed at the Employer's expense and are the exclusive property and goodwill of the Employer.

The Employee agrees that, during the Employment Period and at all times thereafter, the Employee shall hold all Confidential Information in strict confidence and shall not use it, directly or indirectly, for the benefit of the Employee or any third party, nor disclose it to any person, except as required in the proper performance of the Employee's duties or as compelled by law, in which case the Employee shall give the Employer prompt prior written notice where lawful.

The Employee agrees that the Employee shall not use Confidential Information, including Client contact details, pricing, contract renewal dates or preferences, to identify, target or Solicit any Client or Prospective Client in contravention of this Agreement.

Upon Separation, or earlier upon request, the Employee shall promptly return to the Employer all documents, files, devices, data and other materials containing or reflecting Confidential Information, shall permanently delete any such information from personal devices, accounts and storage, and shall certify compliance in writing upon request.

Nothing in this Agreement prohibits the Employee from reporting possible violations of law to any governmental authority, from making disclosures protected under applicable whistleblower laws, or from discussing wages and working conditions where such right is protected by applicable law.

The Employee's obligations under this Section are independent of, and in addition to, the other covenants in this Agreement and any other confidentiality obligations to which the Employee is subject.

During the Restricted Period, the Employee shall not, directly or indirectly, on the Employee's own behalf or on behalf of any other person, Solicit any Client for the purpose of providing, selling or offering products or services that are the same as or substantially similar to, or competitive with, those provided by the Employer in the Business.

During the Restricted Period, the Employee shall not, directly or indirectly, Solicit any Prospective Client for the purpose of providing, selling or offering products or services that are the same as or substantially similar to, or competitive with, those that the Employer or its Affiliates proposed to provide to such Prospective Client.

During the Restricted Period, the Employee shall not, directly or indirectly, Solicit, induce or encourage any Client or Prospective Client to terminate, not renew, reduce, adversely modify or refrain from entering into its business relationship with the Employer or any of its Affiliates.

During the Restricted Period, the Employee shall not accept, or assist any other person in accepting, business from any Client where the Employee's acceptance results from a breach of this Section or involves the use of Confidential Information.

The restrictions in this Section apply irrespective of whether the contact is initiated by the Employee, by the Client or Prospective Client, or by a third party, and irrespective of the medium of communication, including in person, by telephone, in writing, by electronic mail, through social media or professional networking platforms, or otherwise.

General advertisements or announcements not targeted at Clients or Prospective Clients, such as public postings of a change of employment, shall not by themselves constitute a breach of this Section, provided that the Employee does not use them to Solicit in violation hereof.

During the Restricted Period, the Employee shall not, directly or indirectly, on the Employee's own behalf or on behalf of any other person, Solicit, recruit, induce or encourage any Covered Personnel to terminate or reduce his or her employment or engagement with the Employer or any of its Affiliates.

During the Restricted Period, the Employee shall not, directly or indirectly, hire, employ, engage, retain or participate in the hiring or engagement of any Covered Personnel, whether as an employee, independent contractor, consultant, partner or otherwise, regardless of which party initiated contact.

The Employee shall not, during the Restricted Period, provide to any third party, including any prospective employer or recruiter, the names, skills, compensation or performance information of Covered Personnel, or otherwise identify or assist in identifying Covered Personnel as potential recruits.

The restriction on hiring in this Section shall not apply to any individual whose employment or engagement was terminated by the Employer or its Affiliate at least [number] months before the commencement of any discussions of employment or engagement with the Employee or the Employee's new principal, provided that the Employee was not involved in any manner in such termination for the purpose of facilitating such engagement.

The Employee shall not be in breach of this Section solely by reason of a general solicitation for employment, such as an advertisement of a vacancy not targeted at Covered Personnel, provided that the Employee takes no part in the hiring of any Covered Personnel who responds thereto.

The covenants of the Employee in this Agreement shall apply throughout the Employment Period and shall continue for a period of 24 months following the date of Separation, irrespective of the reason for Separation or the party initiating it.

The duration of the covenants is measured from the actual date of Separation, and not from the date on which notice of resignation or termination is given, and the Employee's covenants shall apply during any notice period, garden leave or period of suspension.

The Parties agree that a period of 24 months is reasonable in light of the Employer's sales cycle, the duration of its Client relationships, the length of time necessary for the Employer to replace personnel and re-establish Client relationships, and the nature of the Confidential Information to which the Employee will have access.

The covenants in this Agreement relating to Confidential Information shall continue for the periods stated in the Section governing Confidential Information and Client Relationships, and shall not be limited by the Restricted Period.

If the Employee's position, title, duties or compensation change during the Employment Period, including by promotion, transfer or reassignment, this Agreement shall remain in full force and effect and the Restricted Period shall be measured from the final date of Separation, without the need for a new agreement.

The expiry of the Restricted Period shall not relieve the Employee of liability for any breach occurring prior to such expiry.

The Employee acknowledges that the restrictions in this Agreement are reasonable in scope, duration and subject matter, are no broader than necessary to protect the Employer's legitimate business interests, and do not impose an undue hardship on the Employee.

The restrictions on solicitation of Clients and Prospective Clients are limited to those with whom the Employee had material contact or about whom the Employee obtained Confidential Information, and do not prohibit the Employee from engaging in lawful employment or business that does not involve the Solicitation of such persons.

The restrictions on Covered Personnel are limited to persons with whom the Employee worked, whom the Employee supervised, or about whom the Employee obtained Confidential Information, within the Look-Back Period.

The geographic scope of the restrictions is [description of territory, e.g., the territory within which the Employer conducts the Business and the Employee performed duties or had responsibility], it being acknowledged that the Employee's work involves Clients and Prospective Clients irrespective of their location.

The Employee acknowledges that the Employee possesses skills and qualifications that enable the Employee to obtain employment in other capacities and fields not restricted by this Agreement, and that the Employee has considered the effect of the restrictions on the Employee's future employment prospects.

The Employee agrees that the Employee shall not assert in any proceeding that the restrictions herein are unreasonable or unenforceable as written, without prejudice to the operation of the Section governing severability and judicial modification.

The Employee shall not do indirectly, through any other person, anything that the Employee is prohibited from doing directly under this Agreement, including acting through a spouse, family member, affiliate, new employer, partner, agent, recruiter or other intermediary.

The Employee shall not provide Confidential Information, introductions, referrals, advice or other assistance to any person for the purpose of enabling that person to Solicit any Client or Prospective Client, or to Solicit or hire any Covered Personnel, in a manner that would constitute a breach if done by the Employee.

The Employee shall not own, manage, operate, control, be employed by, consult for or otherwise participate in any business in a capacity in which the Employee would be involved in Soliciting any Client, Prospective Client or Covered Personnel in violation hereof.

If the Employee's new employer or principal engages in any conduct prohibited by this Agreement without the Employee's involvement, the Employee shall not be in breach, provided that the Employee has not provided Confidential Information or other assistance and has recused himself or herself from any involvement in such activity.

The passive ownership of less than [percentage]% of the securities of any publicly traded company shall not, by itself, constitute a breach of this Agreement.

During the Restricted Period, the Employee shall, before accepting any offer of employment, engagement or other business relationship, provide a complete copy of this Agreement to the prospective employer or principal, and shall inform such person of the covenants contained herein.

The Employee shall notify the Employer in writing within 5 business days of accepting any new employment, engagement or business interest during the Restricted Period, specifying the identity of the new employer or principal, the Employee's position, and a general description of the Employee's duties.

The Employee consents to the Employer's notifying any subsequent employer or principal of the existence and terms of this Agreement and of the Employee's obligations hereunder, and releases the Employer from any claim arising from such notification made in good faith.

The Employee shall, upon reasonable request by the Employer during the Restricted Period, confirm in writing the Employee's compliance with this Agreement and provide reasonable information to verify such compliance.

The Employee shall notify the Employer promptly in writing if the Employee becomes aware of any actual or suspected breach of this Agreement by any person, including any approach by a Client or Covered Personnel in circumstances that may implicate this Agreement.

If the Employee breaches any covenant in the Section governing non-solicitation of Clients or Prospective Clients or the Section governing non-solicitation and no-hire of employees and contractors, the Restricted Period applicable to that covenant shall be extended by a period equal to the duration of the breach.

The Parties agree that the extension described herein is intended to afford the Employer the full benefit of the bargained-for period of protection, and that the Restricted Period shall be deemed not to run during any period in which the Employee is in breach.

The tolling provided for herein shall continue until the Employee has fully cured the breach and complied with the covenant for the full period of 24 months as extended, subject to a maximum aggregate extension of [number] months or such other limit as may be required by applicable law.

If the Employer commences legal proceedings to enforce this Agreement, the Restricted Period shall, to the extent permitted by applicable law, be extended by the period from the commencement of such proceedings until their final resolution, to the extent the Employee is found to have been in breach.

The tolling provisions of this Section are in addition to, and not in lieu of, any other remedy available to the Employer.

The Employee acknowledges that any breach or threatened breach of this Agreement would cause the Employer immediate and irreparable harm for which monetary damages would be an inadequate remedy, and that the Employer shall be entitled to seek temporary, preliminary and permanent injunctive relief and specific performance from any court of competent jurisdiction.

The Employer shall be entitled to such injunctive relief without the necessity of proving actual damages, and the Employee agrees, to the extent permitted by law, to waive any requirement that the Employer post a bond or other security, or that the amount of any bond be limited to [amount and currency].

In addition to injunctive relief, the Employer shall be entitled to recover from the Employee all damages suffered as a result of any breach of this Agreement, including lost profits from Clients diverted and the costs of recruiting and training replacements for Covered Personnel lost.

The Employer shall further be entitled to an accounting and disgorgement of all compensation, profits and other benefits received by the Employee or any person acting in concert with the Employee as a result of any breach.

In any proceeding in which the Employer prevails in enforcing this Agreement, in whole or in part, the Employee shall pay the Employer's reasonable attorneys' fees, costs and expenses incurred in connection with such proceeding.

To the extent permitted by applicable law, the Employer may cease or suspend any unpaid or discretionary post-employment payments or benefits owed to the Employee, other than amounts the Employer is required by law to pay, while the Employee is in breach of this Agreement.

The remedies set forth in this Agreement are cumulative and not exclusive, and the pursuit of one remedy shall not preclude the pursuit of any other remedy available to the Employer at law or in equity.

If any provision of this Agreement is held by a court of competent jurisdiction to be invalid, illegal or unenforceable, in whole or in part, such provision shall be severed to the extent necessary, and the remaining provisions shall continue in full force and effect.

If any covenant in this Agreement is held to be unenforceable because of its duration, geographic scope, the persons covered or the activities restricted, the Parties expressly authorize and request the court to modify, reform or "blue-pencil" such covenant to the minimum extent necessary to render it enforceable, and to enforce it as so modified.

The Parties agree that each covenant in this Agreement is a separate and independent covenant, and that the unenforceability of any one covenant shall not affect the enforceability of any other covenant or of the same covenant as applied to other persons or circumstances.

The Parties intend that the restrictions herein be enforced to the fullest extent permitted by applicable law, and that any modification by a court shall not relieve the Employee of liability for breaches occurring prior to such modification.

The existence of any claim or cause of action by the Employee against the Employer, whether predicated on this Agreement or otherwise, shall not constitute a defense to the enforcement by the Employer of the covenants herein.

The Employee acknowledges that employment with the Employer is [at-will / for an indefinite period], and that nothing in this Agreement constitutes or shall be construed as a contract of employment for a fixed term or a guarantee of continued employment for any period.

Either the Employer or the Employee may terminate the Employment Period at any time, for any lawful reason or no reason, subject to any notice period set out in the Employee's separate employment documentation and to applicable law.

Nothing in this Agreement shall limit the Employer's right to modify the Employee's position, duties, compensation or benefits, in accordance with applicable law and the Employee's employment terms, or to terminate the Employee's employment.

The Employee's obligations under this Agreement shall survive Separation, regardless of the reason for Separation and regardless of whether the Employee's employment is terminated with or without cause.

In the event of any conflict between this Section and any express term of a written employment agreement signed by an authorized officer of the Employer, such written employment agreement shall prevail solely with respect to the term and termination of employment, and shall not affect the covenants in this Agreement.

This Agreement and all rights, obligations and disputes arising out of or relating to it shall be governed by and construed in accordance with the laws of [Governing Jurisdiction], without regard to its conflict-of-laws principles.

The Parties shall first attempt in good faith to resolve any dispute arising out of or in connection with this Agreement through direct discussions for a period of [number] days following written notice of the dispute, provided that nothing herein shall prevent the Employer from seeking immediate injunctive or other equitable relief.

Subject to the foregoing, the courts of [Jurisdiction and Venue] shall have exclusive jurisdiction over any action or proceeding arising out of or relating to this Agreement, and each Party irrevocably submits to the personal jurisdiction and venue of such courts and waives any objection based on inconvenient forum.

Notwithstanding the foregoing, the Employer may, at its election, seek injunctive relief or enforce this Agreement in any other court having jurisdiction over the Employee or the Employee's conduct.

[OPTIONAL: Any dispute not subject to injunctive relief shall be finally resolved by binding arbitration administered by [Arbitration Institution] in accordance with its rules, before [number] arbitrator(s), seated in [City], with proceedings conducted in [language].]

TO THE EXTENT PERMITTED BY APPLICABLE LAW, EACH PARTY IRREVOCABLY WAIVES ANY RIGHT TO A TRIAL BY JURY IN ANY PROCEEDING ARISING OUT OF OR RELATING TO THIS AGREEMENT.

Any notice under this Agreement shall be in writing and delivered personally, by recognized courier or by electronic mail to the addresses set forth in the signature section, or to such other address as a Party may designate by notice.

This Agreement is personal to the Employee, and the Employee may not assign, delegate or transfer any of the Employee's rights or obligations hereunder, and any purported assignment by the Employee shall be null and void.

The Employer may assign, transfer or delegate this Agreement, in whole or in part, without the consent of the Employee, to any Affiliate or to any successor to or acquirer of all or substantially all of the business or assets of the Employer or of the business unit in which the Employee is employed, whether by merger, consolidation, sale of assets or equity, or otherwise.

The Employee expressly consents to any such assignment, and agrees that following such assignment, references to the "Employer" shall include such assignee or successor, and the Clients, Prospective Clients and Covered Personnel of such assignee or successor shall be included in the restrictions herein to the extent they fall within the definitions of this Agreement.

This Agreement shall be binding upon and inure to the benefit of the Parties and their respective heirs, personal representatives, successors and permitted assigns.

The Employee acknowledges that the Employer's Affiliates are intended third-party beneficiaries of this Agreement and may enforce its terms directly against the Employee.

This Agreement constitutes the entire agreement between the Parties with respect to its subject matter and supersedes all prior and contemporaneous understandings, negotiations, representations and agreements, whether oral or written, relating to such subject matter.

This Agreement is in addition to, and does not replace or limit, any confidentiality, intellectual property or other restrictive covenant obligations contained in any other agreement between the Parties or in any Employer policy, each of which shall continue in full force and effect, and in case of conflict the provision more protective of the Employer's legitimate business interests shall prevail to the extent permitted by law.

This Agreement may be amended, modified or supplemented only by a written instrument that expressly refers to this Agreement and is signed by the Employee and an authorized officer of the Employer.

No waiver of any provision of this Agreement shall be effective unless in writing and signed by the waiving Party, and no failure or delay in exercising any right shall operate as a waiver, nor shall any waiver of a breach constitute a waiver of any subsequent breach.

The Employer's failure to enforce this Agreement against any other employee shall not constitute a waiver of its right to enforce this Agreement against the Employee.

This Agreement may be executed in counterparts, including by electronic signature or electronically transmitted copies, each of which shall be deemed an original and all of which together shall constitute one instrument.