Free Non-Compete and Non-Solicitation Agreement Template
Protect your business interests, client relationships, and confidential information when employees leave. This template covers competition restrictions, client and employee solicitation prohibitions, confidentiality, and enforceability.
Download Agreement Template (Google Docs) →
What This Template Covers
| Section | Details |
|---|---|
| Non-compete clause | Restrictions on competing business activity, geographic scope, and duration |
| Non-solicitation of customers | Prohibition on contacting or soliciting company clients after employment |
| Non-solicitation of employees | Prohibition on recruiting company employees to leave or join a competitor |
| Confidential information | Protection of trade secrets, customer lists, pricing, and proprietary data |
| Consideration | Acknowledgment of employment, training, and access to confidential information as consideration |
| Enforceability | Severability clause and court modification provisions |
| Governing law | State law that governs the agreement |
| Acknowledgment | Employee and company signatures with date |
Agreement Text
1. Noncompete Agreement
The Employee agrees not to engage in any business or employment that competes with the Company's business in a specified geographic area. This includes not engaging in competitive business activity, providing services to any competitor, or owning, operating, consulting, or managing any competitive entity. The restriction applies for a specified duration following termination.
2. Nonsolicitation Agreement
The Employee agrees not to solicit, contact, or attempt to solicit any customers or clients of the Company for the purpose of providing competing services or products. The Employee also agrees not to solicit, recruit, or encourage any employee of the Company to leave or provide services to a competitor.
3. Confidential Information
The Employee agrees not to disclose or use any confidential or proprietary information during or after employment. This includes trade secrets, customer lists, pricing information, marketing strategies, and other proprietary data.
4. Consideration
The Employee acknowledges that the Company is providing employment, training, and access to confidential information in exchange for agreement to these terms.
5. Enforceability
If any provision is found unenforceable, the remaining provisions remain in effect. The parties agree that a court may modify any overly broad provision to make it enforceable while still protecting the Company's legitimate business interests.
6-8. Governing Law, Entire Agreement, and Acknowledgment
The agreement is governed by the laws of the specified state. It represents the entire agreement between the parties. Both Employee and Company sign with printed names and dates.
This template is provided for general guidance and should be reviewed by a legal professional to ensure it meets the specific needs of your business and is compliant with applicable state laws.
Frequently Asked Questions
Common questions about non-compete and non-solicitation agreements.
A non-compete agreement is a contract that restricts an employee from working for a competing business or starting a competing venture for a defined period after leaving the company. It typically specifies a geographic area and duration for the restriction.
A non-compete agreement prevents an employee from working for or starting a competing business. A non-solicitation agreement prevents the employee from contacting the company's clients or recruiting its employees after departure. They are often combined in a single document, as in this template.
No. Enforceability varies by state. Some states, such as California, generally do not enforce non-compete agreements. Others enforce them only if the restrictions are reasonable in scope, duration, and geography. Have a legal professional review the agreement for compliance with your state's laws.
Most enforceable non-compete agreements restrict competition for six months to two years. Courts are more likely to uphold shorter, more narrowly defined restrictions. The appropriate duration depends on your industry, the employee's role, and state law.
Employees should sign the agreement at the start of employment, ideally during onboarding alongside other employment documents. If introduced after hiring, you may need to provide additional consideration, such as a bonus or promotion, to make the agreement enforceable.
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