Non Compete Agreement Michigan Template

Michigan Non-Compete Agreement

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

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Instructions for Use

• Completion: This agreement must be completed by the Employer (or their designated HR/Legal representative) and the Employee prior to the Employee commencing work, or upon a significant change in employment terms that warrants its introduction.
• Filing & Retention: The fully executed original document should be retained securely in the Employee's personnel file for a minimum of seven (7) years post-termination of employment. A copy must be provided to the Employee.
• Mandatory Attachments: No additional documents are mandatorily attached unless specifically referenced herein. Ensure all exhibits, if any, are clearly labeled and attached prior to execution.

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I. Parties

This Non-Compete Agreement (the "Agreement") is made and entered into on this [__________] day of [__________], [__________] by and between:

A. Employer Information:

• Company Name: [__________]
• Legal Entity Type: [__________]
• Registered Address: [__________] [__________]
• City, State, Zip: [__________], Michigan [__________] (Hereinafter, "Employer")

B. Employee Information:

• Full Legal Name: [__________]
• Home Address: [__________] [__________]
• City, State, Zip: [__________], [__________] [__________]
• Job Title: [__________] (Hereinafter, "Employee")

Employer and Employee are collectively referred to as the "Parties."

II. Recitals

A. Employer is engaged in the business of [__________], which involves the development, marketing, and sale of [__________] and related services/products (the "Business"). B. Employee is being hired or is currently employed by Employer in a position that provides access to, and necessitates the use of, Employer’s Confidential Information (as defined below), trade secrets, proprietary business methods, strategic plans, customer lists, and other valuable proprietary assets. C. Employer has a legitimate business interest in protecting its Confidential Information, customer relationships, employee stability, and competitive advantage from misuse by current or former employees. D. In consideration of Employee's employment, continued employment, access to Employer's Confidential Information, specialized training, and other good and valuable consideration, the receipt and sufficiency of which are hereby acknowledged, the Parties agree to the terms and conditions set forth herein.

III. Confidential Information

A. Definition: "Confidential Information" means any and all non-public information, data, or materials of the Employer, whether written, oral, electronic, or visual, including but not limited to: 1. Trade secrets, inventions, discoveries, and research. 2. Proprietary methods, processes, formulas, software, and systems. 3. Business plans, marketing strategies, product development, and pricing information. 4. Customer lists, client data, supplier lists, and contractual terms. 5. Financial data, sales figures, profit margins, and cost information. 6. Employee compensation, performance reviews, and personnel information. 7. Any other information designated as confidential or which, by its nature, would reasonably be understood to be confidential.

B. Obligations: Employee agrees that during and after the term of employment with Employer, Employee will: 1. Hold all Confidential Information in strict confidence. 2. Not disclose, publish, or disseminate any Confidential Information to any third party. 3. Not use any Confidential Information for any purpose other than for the benefit of the Employer. 4. Take all reasonable precautions to prevent the unauthorized disclosure or use of Confidential Information.

IV. Non-Compete Covenant

A. Prohibition: In consideration of the Recitals above and the mutual covenants contained herein, Employee agrees that during the term of employment and for a period of [__________] months (not to exceed 12 months) immediately following the termination of employment for any reason (the "Restricted Period"), Employee shall not, directly or indirectly, whether as an employee, consultant, independent contractor, proprietor, partner, officer, director, or otherwise: 1. Engage in any business, enterprise, or activity that competes with the Business of the Employer. 2. Perform services for any person or entity engaged in a business that competes with the Business of the Employer, where such services are similar in nature to those performed by Employee for the Employer during the last [__________] months of employment.

B. Scope of Business: For purposes of this Section, "competes with the Business of the Employer" means engaging in, or providing services to an entity engaged in, the development, marketing, or sale of [__________] products or services within the defined Geographic Restriction.

C. Geographic Restriction: The non-compete restrictions shall apply within the following geographic area: * [ ] The State of Michigan * [ ] A radius of [__________] miles from Employer’s principal place of business located at [__________] * [ ] The following specific counties in Michigan: [__________] * [ ] Other: [__________]

The Parties agree that this geographic restriction is reasonable and necessary to protect Employer's legitimate business interests.

V. Non-Solicitation of Customers/Clients

Employee agrees that during the Restricted Period, Employee shall not, directly or indirectly, solicit, divert, or appropriate, or attempt to solicit, divert, or appropriate, any customer, client, or prospective customer/client of Employer with whom Employee had material contact or about whom Employee obtained Confidential Information during the last [__________] months of employment with Employer, for the purpose of providing products or services competitive with those offered by Employer.

VI. Non-Solicitation of Employees

Employee agrees that during the Restricted Period, Employee shall not, directly or indirectly, solicit, recruit, or induce any employee of Employer to terminate their employment with Employer or to accept employment with any other person or entity that competes with Employer.

VII. Acknowledgement of Reasonableness

Employee expressly acknowledges and agrees that: A. The restrictive covenants contained in this Agreement (including, but not limited to, Sections III, IV, V, and VI) are reasonable and necessary for the protection of Employer's legitimate business interests, including its Confidential Information, goodwill, customer relationships, and specialized training provided to Employee. B. Employee's skills and experience are such that compliance with these covenants will not prevent Employee from earning a livelihood or engaging in suitable employment following termination of employment with Employer. C. Employee has had the opportunity to consult with independent legal counsel regarding the terms of this Agreement.

VIII. Consideration

In consideration for the covenants and agreements made by Employee herein, Employer agrees to provide Employee with: A. Employment (or continued employment) with Employer. B. Access to Employer's Confidential Information, trade secrets, and proprietary business methods. C. Specialized training and development opportunities. D. Other good and valuable consideration, including [__________].

IX. Remedies

Employee acknowledges that a breach of this Agreement would cause irreparable harm to Employer for which monetary damages alone would not be an adequate remedy. Therefore, in the event of any breach or threatened breach of this Agreement, Employer shall be entitled to seek injunctive relief (without the necessity of posting a bond or proving actual damages) in addition to any other remedies available at law or in equity, including recovery of attorney's fees and costs incurred in enforcing this Agreement.

X. Governing Law

This Agreement shall be governed by and construed in accordance with the laws of the State of Michigan, without regard to its conflict of laws principles.

XI. Severability

If any provision of this Agreement is held to be invalid, illegal, or unenforceable by a court of competent jurisdiction, such provision shall be modified to the minimum extent necessary to make it valid, legal, and enforceable, or, if incapable of modification, shall be severed from this Agreement. The validity, legality, and enforceability of the remaining provisions shall not in any way be affected or impaired thereby.

XII. Entire Agreement

This Agreement constitutes the entire agreement between the Parties concerning the subject matter hereof and supersedes all prior and contemporaneous agreements, understandings, negotiations, and discussions, whether oral or written, between the Parties.

XIII. Assignment

This Agreement shall be binding upon and inure to the benefit of the Parties hereto and their respective heirs, personal representatives, successors, and assigns. Employer may assign this Agreement without Employee’s consent. Employee may not assign this Agreement.

XIV. Notices

Any notice required or permitted to be given under this Agreement shall be in writing and shall be deemed to have been duly given when delivered personally, sent by certified mail (return receipt requested), or by reputable overnight courier service to the addresses of the Parties first set forth above, or to such other address as either Party may designate by written notice.

XV. Waiver

No waiver by either Party of any breach of any provision of this Agreement shall be deemed a waiver of any subsequent or other breach, and no waiver shall be effective unless in writing and signed by the Party waiving the breach.

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Execution & Signature Block

IN WITNESS WHEREOF, the Parties have executed this Agreement as of the Effective Date first written above.

EMPLOYER:

Authorized Signature: ______________________________ Printed Name: [__________] Title: [__________] Date: [____/____/2026]

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.