Non Compete Agreement California Template

PROPRIETARY INFORMATION, INVENTIONS, AND NON-SOLICITATION AGREEMENT (CA-Compliant Alternative to Non-Compete)

Document ID: TR-PCNA-001 Effective Date: [____/____/2026]

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Instructions for Use:

1. Understand California Law: This Agreement is explicitly designed as a legally enforceable alternative to traditional non-compete clauses, which are generally void in California (California Business and Professions Code Section 16600). This document focuses on protecting Proprietary Information, Company-owned Inventions, and preventing unfair solicitation of employees and customers by leveraging confidential information, rather than broadly restricting an individual's right to work. It aims to protect legitimate business interests within the bounds of California law.
2. Completion & Parties: This form is to be completed by [Company Name] (the "Company") and presented to each Employee upon hiring or upon a significant change in employment terms. All [__________] fields must be accurately filled prior to execution.
3. Filing & Retention: Retain a signed original of this Agreement in the Employee's personnel file for a minimum of seven (7) years post-termination. Provide a fully executed copy to the Employee for their records.
4. Mandatory Attachments:
   • Exhibit A: List of Prior Inventions (to be completed by Employee).
   • Exhibit B: Employee's Job Description/Role Responsibilities (optional, for clarity).

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PROPRIETARY INFORMATION, INVENTIONS, AND NON-SOLICITATION AGREEMENT

This Proprietary Information, Inventions, and Non-Solicitation Agreement (this "Agreement") is made effective as of the Effective Date, by and between:

COMPANY: [Company Name] a [State of Incorporation] [Corporation/LLC] with its principal place of business at [Company Address] (hereinafter "Company")

AND

EMPLOYEE: [Employee's Full Legal Name] [Employee's Residential Address] [Employee's City, State, Zip Code] (hereinafter "Employee")

In consideration of Employee's employment with the Company, the compensation paid to Employee, and the Company's agreement to disclose Proprietary Information to Employee, the parties agree as follows:

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1. DEFINITIONS

1.1. "Proprietary Information" means any and all confidential or proprietary information, knowledge, data, or materials of the Company or its affiliates, whether tangible or intangible, in any form or medium, that is not generally known to the public and which gives the Company an advantage over competitors who do not know or use it. Proprietary Information includes, but is not limited to: a. Trade secrets, inventions, discoveries, designs, formulas, algorithms, software, source code, object code, processes, methods, improvements, research, development, business plans, product plans, marketing plans, strategies, forecasts, unpublished financial data, customer lists, customer data, supplier lists, pricing information, personnel information, and operational manuals. b. Information received by the Company from others that the Company has an obligation to keep confidential. c. Any other information designated as confidential or proprietary by the Company, whether orally or in writing.

1.2. "Inventions" means all discoveries, concepts, ideas, inventions, innovations, improvements, developments, designs, works of authorship, computer programs, algorithms, formulas, techniques, methods, processes, and trade secrets, whether patentable or unpatentable, copyrightable or uncopyrightable.

1.3. "Employment" means the period during which Employee is employed by the Company, including any period of temporary or part-time employment.

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2. ACKNOWLEDGMENT OF PROPRIETARY INFORMATION

2.1. Employee acknowledges that in the course of Employee's Employment with the Company, Employee will have access to and be entrusted with Proprietary Information critical to the Company's business success. Employee further acknowledges that this Proprietary Information is valuable, proprietary, and confidential, and that its unauthorized disclosure or use would cause irreparable harm to the Company.

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3. CONFIDENTIALITY OBLIGATIONS

3.1. Protection of Proprietary Information: Employee agrees that, during the Employment and at all times thereafter, Employee will: a. Hold all Proprietary Information in strict confidence and trust. b. Not directly or indirectly disclose, publish, transmit, or otherwise make available any Proprietary Information to any third party. c. Not use any Proprietary Information for any purpose other than for the sole benefit of the Company in connection with Employee's Employment. d. Take all reasonable precautions to prevent the unauthorized disclosure or use of Proprietary Information.

3.2. Return of Company Property: Upon termination of Employment for any reason, or at any other time upon the Company's request, Employee will immediately return to the Company all documents, files, data, software, equipment, tools, keys, access cards, and any other property belonging to the Company or containing Proprietary Information, whether prepared by Employee or others. Employee will not retain any copies, duplicates, or excerpts of any Proprietary Information or Company property.

3.3. Limited Exceptions: The obligations under this Section 3 shall not apply to any information that: a. Is or becomes publicly available without breach of this Agreement by Employee. b. Was known to Employee prior to the commencement of Employment, as evidenced by written records. c. Is rightfully received by Employee from a third party without restriction and without breach of any confidentiality obligation. d. Is required to be disclosed by law, court order, or governmental regulation, provided Employee gives the Company prompt written notice of such requirement prior to disclosure and cooperates with the Company in seeking a protective order or other appropriate remedy.

3.4. Defend Trade Secrets Act Notice: Under the Defend Trade Secrets Act of 2016, an individual shall not be held criminally or civilly liable under any federal or state trade secret law for the disclosure of a trade secret that is made: (A) in confidence to a federal, state, or local government official, either directly or indirectly, or to an attorney; and (B) solely for the purpose of reporting or investigating a suspected violation of law; or (C) in a complaint or other document filed in a lawsuit or other proceeding, if such filing is made under seal. An individual who files a lawsuit for retaliation by an employer for reporting a suspected violation of law may disclose the trade secret to the attorney of the individual and use the trade secret information in the court proceeding, if the individual files any document containing the trade secret under seal and does not disclose the trade secret, except pursuant to court order.

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4. ASSIGNMENT OF INVENTIONS

4.1. Assignment: Employee agrees to and does hereby assign to the Company, or its designee, Employee's entire right, title, and interest in and to all Inventions (whether sole, joint, or otherwise) that Employee, alone or jointly with others, conceives, develops, reduces to practice, or creates during the period of Employment with the Company, or any period prior to Employment while Employee was working for the Company, that: a. Relate to the actual or anticipated business of the Company, or any of its activities in research and development. b. Result from any work performed by Employee for the Company. c. Are developed using Company's equipment, supplies, facilities, or Proprietary Information.

4.2. Prior Inventions: Employee has attached as Exhibit A a complete list of all Inventions that Employee made, conceived, or first reduced to practice prior to Employment that belong to Employee or a third party and that are not assigned to the Company by this Agreement. If no such list is attached, Employee represents that there are no such Inventions. Employee understands and agrees that this list will be incorporated into this Agreement by reference. If, in the course of Employment, Employee incorporates any such prior Invention into a Company product, process, or service, Employee hereby grants the Company a non-exclusive, royalty-free, irrevocable, perpetual, worldwide license to make, use, sell, import, and otherwise exploit such prior Invention.

4.3. Cooperation: Employee agrees to assist the Company, at the Company's expense, in obtaining and enforcing patents, copyrights, mask work rights, and other intellectual property rights protecting the Inventions in all countries. Such assistance shall include, but not be limited to, executing any necessary documents and providing testimony in support of such rights.

4.4. Waiver of Moral Rights: To the maximum extent permitted by applicable law, Employee irrevocably waives any and all moral rights (including, without limitation, rights of attribution and integrity) in connection with any Inventions that are works of authorship assigned to the Company.

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5. NON-SOLICITATION OF EMPLOYEES

5.1. Non-Solicitation of Employees: During the Employment and for a period of [Twelve (12)] months following the termination of Employee's Employment for any reason, Employee shall not, directly or indirectly, on Employee's own behalf or on behalf of any other person or entity, solicit, induce, or attempt to induce any employee of the Company to leave their employment with the Company, or hire any such employee who was employed by the Company within [Six (6)] months prior to the date of such hiring, if Employee gained knowledge of that employee's skills, qualifications, or compensation through the use of Company's Proprietary Information or through direct involvement in Company's hiring or personnel management processes. This provision applies only to employees who were employed by the Company at the time of Employee's termination or within the [Twelve (12)] months immediately preceding Employee's termination.

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6. NON-SOLICITATION OF CUSTOMERS (LIMITED)

6.1. Non-Solicitation of Customers: During the Employment and for a period of [Twelve (12)] months following the termination of Employee's Employment for any reason, Employee shall not, directly or indirectly, on Employee's own behalf or on behalf of any other person or entity, solicit any customer or prospective customer of the Company for the purpose of providing products or services competitive with those offered by the Company, if Employee had direct contact with such customer or prospective customer during Employee's last [Two (2)] years of Employment and gained knowledge of such customer's specific needs, pricing, or other sensitive business information through the use of Company's Proprietary Information. This limited non-solicitation is strictly confined to preventing the misuse of confidential customer information obtained during Employee's Employment and does not restrict Employee from generally competing or accepting business from former customers without leveraging such Proprietary Information.

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7. MISCELLANEOUS PROVISIONS

7.1. Governing Law: This Agreement shall be governed by and construed in accordance with the laws of the State of California, without regard to its conflict of laws principles.

7.2. Severability: If any provision of this Agreement is held by a court of competent jurisdiction to be invalid, illegal, or unenforceable, the validity, legality, and enforceability of the remaining provisions shall not in any way be affected or impaired thereby, and the parties shall substitute for the invalid, illegal, or unenforceable provision a valid, legal, and enforceable provision that most closely approximates the intent and economic effect of the invalid, illegal, or unenforceable provision.

7.3. Injunctive Relief: Employee agrees that any breach of this Agreement by Employee would cause irreparable harm to the Company for which monetary damages would not be an adequate remedy. Therefore, the Company shall be entitled to seek injunctive relief (without the necessity of posting any bond or security) in addition to any other remedies available at law or in equity, to prevent or stop any breach or threatened breach of this Agreement by Employee.

7.4. Attorneys' Fees: In the event of any litigation arising out of or related to this Agreement, the prevailing party shall be entitled to recover reasonable attorneys' fees and costs.

7.5. Entire Agreement: This Agreement constitutes the entire agreement between Employee and the Company with respect to the subject matter hereof and supersedes all prior and contemporaneous agreements, understandings, negotiations, and discussions, whether oral or written, of the parties.

7.6. Amendment: This Agreement may not be amended or modified except by a written instrument signed by both Employee and an authorized officer of the Company.

7.7. Assignment: This Agreement and the rights and obligations hereunder may be assigned by the Company to any successor or assign. Employee may not assign this Agreement without the prior written consent of the Company.

7.8. Survival: The obligations of Employee under Sections 3, 4, 5, 6, and 7 of this Agreement shall survive the termination of Employee's Employment with the Company and shall remain in full force and effect thereafter.

7.9. Voluntary Agreement: Employee acknowledges that Employee has carefully read and understood this Agreement, has been given the opportunity to seek independent legal advice concerning its terms, and is entering into this Agreement voluntarily and without duress.

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EXHIBIT A: LIST OF PRIOR INVENTIONS

TO BE COMPLETED BY EMPLOYEE

List all Inventions (discoveries, concepts, ideas, inventions, innovations, improvements, developments, designs, works of authorship, computer programs, algorithms, formulas, techniques, methods, processes, and trade secrets, whether patentable or unpatentable, copyrightable or uncopyrightable) that you made, conceived, or first reduced to practice prior to your employment with the Company, that belong to you or a third party, and that are not assigned to the Company by this Agreement.

If no such Inventions exist, please write "NONE" below.

1. [__________]
2. [__________]
3. [__________]
4. [__________]

Employee Signature: [__________] Printed Name: [__________] Date: [____/____/2026]

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EXHIBIT B: EMPLOYEE'S JOB DESCRIPTION/ROLE RESPONSIBILITIES (OPTIONAL)

• [ ] Attached
• [ ] Not Attached

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EXECUTION & SIGNATURE BLOCK

IN WITNESS WHEREOF, the parties have executed this Agreement as of the Effective Date.

COMPANY:

By: [__________] Authorized Signature

Printed Name: [__________] Title: [__________] Date: [____/____/2026]

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EMPLOYEE:

Signature: [__________]

Printed Name: [__________]

Date: [____/____/2026]

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Disclaimer: This document is provided as a standardized framework. Consult qualified legal counsel for jurisdiction-specific statutory compliance.