Non Compete Agreement Template PDF

Non-Compete Agreement

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

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Instructions for Use

• Completion: This form is to be completed by the Employer's HR department in conjunction with legal counsel, and signed by the Employee prior to or upon commencement of employment, or at the time of receiving specific consideration for this agreement.
• Filing & Retention: The original signed agreement must be stored securely in the Employee's personnel file. A copy shall be provided to the Employee. Retain for a minimum of seven (7) years following the Employee's termination date.
• Mandatory Attachments: Ensure a signed Confidentiality Agreement or Non-Disclosure Agreement (NDA), if separate, is attached or cross-referenced, and a copy of the Employee's offer letter (if applicable) is available for context.

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I. Parties

This Non-Compete Agreement (hereinafter "Agreement") is made and entered into on this [__________] day of [__________], 20[__________], by and between:

Employer:

• Legal Name: [____________________]
• Organization Type: [____________________]
• Principal Address: [____________________] [____________________] [____________________] (City, State, Zip Code)

(Hereinafter "Employer")

Employee:

• Legal Name: [____________________]
• Residential Address: [____________________] [____________________] [____________________] (City, State, Zip Code)

(Hereinafter "Employee")

II. Recitals

WHEREAS, Employer is engaged in the business of [________________________________________]; and

WHEREAS, Employee is employed or will be employed by Employer in a position requiring access to, and knowledge of, Employer's confidential information, trade secrets, proprietary systems, business strategies, and customer relationships; and

WHEREAS, Employer desires to protect its legitimate business interests, including its confidential information, goodwill, and customer relationships, from unfair competition; and

WHEREAS, in consideration for the Employee's employment (or continued employment), the compensation and benefits provided by Employer, and other good and valuable consideration, the receipt and sufficiency of which are hereby acknowledged, the parties agree as follows:

III. Covenant Not to Compete

1. Restricted Activities: During the term of Employee's employment with Employer and for a period of [__________] months (the "Restricted Period") immediately following the termination of Employee's employment for any reason (whether voluntary or involuntary, with or without cause), Employee shall not, directly or indirectly, for themselves or on behalf of any other person or entity, engage in any Restricted Business within the Geographic Scope (as defined below).

2. Definition of Restricted Business: "Restricted Business" shall mean any business that directly competes with the primary business activities of Employer that Employee was involved with or had knowledge of during their employment, specifically defined as: [____________________________________________________________________________________________________] [____________________________________________________________________________________________________] (e.g., "the development, manufacturing, marketing, or sale of [specific products/services]")

3. Geographic Scope: The "Geographic Scope" shall be defined as: [____________________________________________________________________________________________________] (e.g., "within a [] mile radius of Employer's principal place of business," or "within the states of [], [], and []," or "anywhere in North America where Employer conducted business during Employee's employment.")

4. Permitted Activities: Notwithstanding the above, Employee may own as a passive investment less than [__________]% of the outstanding equity securities of any publicly traded corporation, provided Employee has no active involvement in the management or operations of such corporation.

IV. Non-Solicitation

During the Restricted Period, Employee shall not, directly or indirectly:

1. Solicitation of Employees: Solicit, induce, recruit, or attempt to solicit, induce, or recruit any employee of Employer to leave their employment with Employer.
2. Solicitation of Customers/Clients: Solicit, divert, or appropriate, or attempt to solicit, divert, or appropriate, any customer, client, or active prospect of Employer with whom Employee had material contact or about whom Employee acquired confidential information during their employment with Employer, for the purpose of providing products or services that compete with those offered by Employer.

V. Confidential Information

Employee acknowledges that during the course of employment, Employee will have access to and will be entrusted with Confidential Information concerning the Employer's business. "Confidential Information" includes, but is not limited to, trade secrets, proprietary data, customer lists, pricing strategies, marketing plans, product development, technical data, and financial information. Employee agrees to protect and not disclose any Confidential Information at any time, both during and after employment, except as required by law or authorized by Employer. This provision does not restrict Employee from reporting potential violations of law to governmental agencies or from making disclosures that are protected under whistleblower laws.

VI. Return of Property

Upon the termination of employment for any reason, Employee shall immediately return to Employer all property belonging to Employer, including but not limited to, all keys, access cards, computers, mobile devices, documents, data, and any copies or reproductions thereof, containing Confidential Information or otherwise related to Employer's business.

VII. Injunctive Relief

Employee acknowledges that a breach of this Agreement would cause irreparable harm to Employer for which monetary damages would be an inadequate remedy. Accordingly, Employee agrees that in the event of any actual or threatened breach of this Agreement, Employer shall be entitled to seek injunctive relief (without the necessity of posting any bond or other security), in addition to any other remedies available at law or in equity.

VIII. Severability

If any provision of this Agreement is found by a court of competent jurisdiction to be invalid, illegal, or unenforceable, such provision shall be modified to the minimum extent necessary to make it valid, legal, and enforceable. If such modification is not possible, the provision shall be severed from this Agreement, and the remainder of this Agreement shall continue in full force and effect.

IX. Governing Law

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

X. 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, of the parties.

XI. Assignment

This Agreement shall inure to the benefit of and be binding upon the heirs, executors, administrators, successors, and assigns of the parties hereto. Employer may assign this Agreement to any successor or affiliate. Employee may not assign this Agreement.

XII. Modification; Waiver

This Agreement may not be amended or modified except by a written instrument signed by both Employer and Employee. No waiver of any breach of any provision of this Agreement shall be deemed a waiver of any subsequent breach or any other provision.

XIII. Acknowledgment

Employee acknowledges that they have carefully read and understood all the provisions of this Agreement, have had the opportunity to consult with legal counsel of their choice prior to signing this Agreement, and are voluntarily entering into this Agreement.

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Execution & Signature Block

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

FOR EMPLOYER:

[________________________________________] Authorized Signature

[________________________________________] Printed Name

[________________________________________] Title

Date: [____/____/2026]

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FOR EMPLOYEE:

[________________________________________] 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.