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Non-Solicitation Agreement Template

Prepared for:

[Client.FirstName][Client.LastName]

Created by:

[Sender.FirstName][Sender.LastName]

This Non-Solicitation Agreement (the “Contract” or “Agreement”) states the terms and conditions that govern the contractual agreement between [Sender.Company], having its principal place of business at [Sender.Address] (the “Company”), and [Client.FirstName][Client.LastName] (the “Employee”), who agrees to be bound by this Contract.

The Employee acknowledges that they will acquire considerable knowledge and expertise from the Company as well as from vendors, subcontractors, and other employees in the course of carrying out their job duties. 

Furthermore, the Employee acknowledges that they may be able to use such knowledge in a manner detrimental to the Company. Therefore, the Employee agrees to the following.

1. Non-Solicitation

An Employee will not, for a period of [TERM MONTHS] months after termination of their employment, approach any customer, affiliate, or business partner of the Company for purposes of seeking employment or business arrangements in competition with the Company’s line of business.

An Employee will not, for a period of [TERM MONTHS] months following termination of their employment approach, entice, solicit, or contact any individual in employment at [СOMPANY] for any reason.

The Employee agrees to provide this contract to any and all subsequent employers of the Employee during the term of this non-solicitation agreement.

The Employee agrees that all provisions are fair and just. If at any time or point any provision is voided all other provisions shall remain in effect.

The Employee acknowledges that any breach in this contract will be subject to court rulings for direct and indirect damages.

2. Modifications

Any notice required or pertaining to this Agreement shall be made in writing and delivered either personally or by certified letter to the receiving member. 

No other modifications to this Agreement shall be permitted or acknowledged until and unless the Agreement is superseded by a subsequent contract or the contract is terminated in its entirety. Verbal modifications may not be followed until provided in written form and signed by all parties. 

3. Prior Understandings

The terms and conditions included constitute the entire Non-Solicitation Agreement between the parties and supersede any communications orally or written previously between either party. 

Should there be any past contracts or verbal agreements between the parties, they are hereafter rendered null and void by this contract and their terms and conditions are henceforth unenforceable. 

4. Waiver

Should the Company grant any waiver of a default under this Agreement, the waiver must be made in writing and shall not be a waiver of any other default of the same or different clauses. Delays or omissions in the exercise of rights related to this contract are not to be constructed as waivers to impair the expression of these rights. 

Any consent to or approval of any act will be deemed to constitute consent to that act alone no other or subsequent actions by the Employee.

5. Limitations

This Agreement is not a contract of employment. Neither the Employee nor the Company is obligated to any specific term of employment. Both the Employee and the Company may end the employment relationship on an at-will basis. This Agreement is limited to the subject matter of covenants not to solicit as described within this Agreement.  

Any and all other agreements between the Employee and the Company remain in full force and effect regardless of the status of this non-solicitation agreement. Should this agreement be rendered unenforceable, it shall not affect the status of other agreements between the parties. 

6. Governing Law

This Agreement and the interpretation of its terms shall be governed by and construed in accordance with the laws of the State of [State] and subject to the exclusive jurisdiction of the federal and state courts located in [County], [State].

7. Severability

If any or all terms of this Non-Solicitation Agreement are found to be invalid or unenforceable in a court of law, then this Agreement and all remaining terms will remain in full force and effect as if such invalid or unenforceable term had never been included, with the unenforceable term being replaced by a similar enforceable term as agreed to by both parties.

Both parties have appeared on this day and have read and agree with all terms of this Non-Solicitation Agreement listed above.

[Sender.Company]

Signature

MM/DD/YYYY

[Sender.FirstName][Sender.LastName]

[Client.Company]

Signature

MM/DD/YYYY

[Client.FirstName][Client.LastName]

Appendix A:

The customers, affiliates, and business partners whom the Employee may not solicit are listed alphabetically as follows:

[Client 1]

[Client 2]

[Client 3]

[Client 4]

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