Free Non-Solicitation Agreement Template

EMPLOYEE NON-SOLICITATION AGREEMENT

This Non-Solicitation Agreement ("Agreement") is made on [DATE] between [COMPANY NAME] ("Company") and [EMPLOYEE NAME] ("Employee").

1. CONSIDERATION. Employee signs this Agreement in exchange for [employment / continued employment together with [ADDITIONAL CONSIDERATION]].

2. NON-SOLICITATION OF CUSTOMERS. During employment and for [12] months after it ends ("Restricted Period"), Employee will not, directly or through others, solicit any Covered Customer to purchase products or services that compete with those Employee provided or supported at the Company.

3. COVERED CUSTOMER. "Covered Customer" means a customer of the Company with whom Employee had material business contact, or about whom Employee received confidential information, during the last [12] months of employment. It does not include prospective customers that Employee never dealt with.

4. NON-SOLICITATION OF EMPLOYEES. During the Restricted Period, Employee will not solicit or encourage any employee of the Company with whom Employee worked during the last [12] months of employment to leave the Company.

5. PERMITTED ACTIVITIES. This Agreement does not prohibit: (a) general advertising or job postings not targeted at Company customers or employees; (b) responding to a customer or employee who contacts Employee on their own initiative [delete if not intended]; or (c) doing business with customers who were Employee's clients before joining the Company, listed in Schedule A.

6. CONFIDENTIAL INFORMATION. Employee will not use Company confidential information, including customer lists and pricing, to solicit any person.

7. PROTECTED RIGHTS. Nothing in this Agreement limits Employee's rights under the National Labor Relations Act or to report possible violations of law to a government agency.

8. REMEDIES. The Company may seek injunctive relief for a breach, in addition to any other remedies available by law.

9. MODIFICATION. If a court finds any restriction too broad, it may limit it to the extent permitted by law.

10. GOVERNING LAW. This Agreement is governed by the laws of [STATE WHERE EMPLOYEE PRIMARILY WORKS].


GENERAL PROVISIONS
(a) Notices. Notices must be in writing and sent to the addresses or emails above (or as later updated by notice). Email notice is effective when sent, unless the sender receives a delivery failure message.
(b) Entire agreement. This agreement, with any schedules and exhibits, is the entire agreement between the parties on its subject and replaces all prior discussions and agreements on that subject.
(c) Amendments and waivers. Changes must be in writing and signed by both parties. A failure or delay in enforcing any term is not a waiver of it.
(d) Severability. If any provision is found unenforceable, it will be limited to the minimum extent necessary and the rest of this agreement will remain in effect.
(e) Assignment. Neither party may assign this agreement without the other party's written consent, except to a successor in a merger or sale of substantially all of its business, on notice.
(f) Relationship. Nothing in this agreement creates a partnership, joint venture or agency relationship unless expressly stated.
(g) Counterparts and electronic signatures. This agreement may be signed in counterparts and by electronic signature, each of which is an original and together form one agreement.
(h) Independent advice. Each party has had the opportunity to review this agreement with its own legal counsel and signs it voluntarily.

SCHEDULE A: Employee's pre-existing clients: [LIST OR "None"]

COMPANY: ______________________  Date: __________
EMPLOYEE: _____________________  Date: __________

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This free template is provided by ClauseAudit for general informational purposes and is not legal advice. Have it reviewed before use. Replace all [BRACKETED] placeholders.