Non-compete undertaking template (US)

Non-Compete Agreement

This Non-Compete Agreement ("Agreement") is made on Effective Date between Company Name, a Company Entity Type and State, at Company Address (the "Company"), and Employee or Contractor Name, at Employee or Contractor Address (the "Worker"), whose position is Position Title.

1. Why This Agreement Exists

The Company's legitimate interests are its trade secrets, confidential information and customer goodwill. The Worker will have access to them through Access to Secrets or Customers. In return for this Agreement, the Worker receives Consideration: New Job, Promotion or Payment.

2. Non-Competition

While working for the Company and for Non-Compete Period afterward, the Worker will not, within Geographic Area, own, work for or advise a business that provides Competing Products or Services in a role that is the same as or similar to the Worker's role at the Company, or in which the Worker would likely use its confidential information. Owning under Ownership Percent% of a public company's stock is allowed.

3. Customers and Employees

For Non-Solicit Period after the Worker leaves, the Worker will not solicit, for a competing business, customers with whom the Worker dealt in the last Lookback Months months at the Company, and will not solicit Company employees to leave. General job advertising is not solicitation.

4. Confidential Information

The Worker will keep the Company's confidential information secret and use it only for the Company. Under 18 U.S.C. § 1833(b), an individual will not be held criminally or civilly liable under federal or state trade secret law for disclosing a trade secret in confidence to a government official or an attorney solely to report or investigate a suspected violation of law, or in a sealed filing in a lawsuit.

5. Protected Rights

Nothing in this Agreement limits the right to report possible violations of law to a government agency, to take part in an agency proceeding, to discuss wages or working conditions, or to act together with co-workers as labor law protects.

6. Limits Under State Law

Many states restrict non-competes, and some make them void for most workers, including California, Minnesota, North Dakota and Oklahoma. Others set pay thresholds, notice periods or other conditions. Section 2 applies only to the extent allowed by the law of the state where the Worker mainly lives or works, and has no effect where that law prohibits it.

7. Notice and Advice

The Worker received this Agreement on Date Given to Worker, at least Review Days business days before signing, and may consult a lawyer of the Worker's choice before signing.

8. If Restrictions Are Too Broad

If a court finds any restriction too broad, the parties ask the court to narrow it to the extent the law allows. If it cannot be narrowed, it is struck and the rest of this Agreement stays in effect.

9. Remedies

A breach may cause harm that money alone cannot repair, so the Company may ask a court for an injunction in addition to any other remedy the law allows.

10. General Terms

This Agreement is governed by the laws of the State of Governing State, unless the law of the state where the Worker mainly lives or works requires otherwise. It does not change the Worker's at-will status, if any, and does not guarantee employment for any period. It may be changed only in a writing signed by both parties, and is the parties' complete agreement on its subject.

| Company | Worker |

| --- | --- |

| Signature: Company Signature | Signature: Worker Signature |

| Name: Company Printed Name | Name: Worker Printed Name |

| Date: Company Signing Date | Date: Worker Signing Date |