Confidentiality and Non-Competition Agreement Legal Forms and Contracts

The following free confidentiality and non-competition agreement is a thorough agreement with penalties for breach. This agreement and contract is being provided as a sample and example for information and research purposes only, however it is a valid legal contract and agreement. Always consult an Attorney or Lawyer. This Agreement can apply in most states including California, New York, Florida, Nevada and others. However, research specific laws on the legality of non-compete agreements in each state. Help improve this agreement by leaving a comment.

CONFIDENTIALITY AND NON-COMPETITION AGREEMENT

This Confidentiality and Non-Competition Agreement (the "Agreement") is made as of this __________________ ("Effective Date") by and between __________________ LLC, an __________________ Limited Liability Company (the "Company") and __________________ (the "Partner"). The Company and the Partner are hereinafter referred to individually as a "Party" and collectively as the "Parties."

WHEREAS, the Parties expressly acknowledge and understand the sensitivity of the nature of the business with which Company is involved.

WHEREAS, the Parties clearly understand the irreparable harm and danger to Company, it’s officers, board members and Partners a breach of this agreement could cause including but not limited to substantial loss in revenue, licenses and reputation.

NOW, THEREFORE, in consideration of the premises and of the mutual covenants and agreements set forth below, the Parties agree as follows:

I. CONFIDENTIALITY

1.1 The Partner shall keep secret and shall not at any time use for Partner's own or any third party's advantage, or reveal to any person, company, organization or any other entity, and shall use the Partner's best endeavors to prevent the publication or disclosure of, any and all Confidential Information. (As defined below).

1.2 The restrictions in this Article I shall not apply to any disclosure or use authorized by the Company in writing or required by law.

1.3 "Confidential Information" shall mean information relating to the business, customers, products and affairs of the Company (including without limitation, marketing information) deemed or treated confidential by the Company, or which the Partner knows or ought reasonably to have known to be confidential, and trade secrets, including without limitation designs, processes, pricing policies, methods, inventions, technology, technical data, financial information and know-how relating to the business of the Company.

1.4 For purposes of Articles I and II of this Agreement, the Company shall include all subsidiaries of the Company as well as any future subsidiaries of the Company.

II. NON-COMPETITION

2.l The Partner agrees that he shall not engage in any business directly competitive with that carried on by the Company, provided that nothing in this clause shall preclude the Partner from holding or being otherwise interested in any shares or other securities of any company, any part of which is listed or dealt in on any stock exchange or recognized securities market anywhere, and the Partner shall notify the Company in writing of his interest in such shares or securities in a timely manner and with such details and particulars as the Company may reasonably require.

2.2 In consideration of the sensitive nature of Company’s business, the Partner hereby agrees that during the period he is employed by Company or a shareholder in the Company (should shares become available) and for a period of two (2) years following the termination of this Agreement:

(a) Partner shall not approach clients, customers, suppliers or contacts of the Company or other persons or entities introduced to Partner in Partner's capacity as a Partner or shareholder of the Company for the purposes of doing business with such persons or entities outside of the Company and will not interfere with the business relationship between the Company and such persons and/or entities;

(b) Unless expressly consented to by the Company in writing, Partner will not provide services as a Partner, employee, consultant or otherwise for any worldwide competitor direct or indirect of the Company, or engage, whether as principal, partner, licensor, employee or otherwise, in any business which is in direct or indirect competition with the business of the Company; and

(c) Unless expressly consented to by the Company in writing, Partner will not seek directly or indirectly, by the offer of alternative employment or other inducement whatsoever, to solicit the services of any Partner, employee, consultant or otherwise of the Company employed as at the date of termination of this Agreement, or in the year preceding such termination.

2.3 The provisions provided in Article II shall be separate and severable and enforceable independently of each other and independent of any other provision of this Agreement. In the event that any provision of this Article II should be found to be void under applicable laws and regulations but would be valid if some part thereof were deleted or the period or area of application reduced, such provisions shall apply with such modification as may be necessary to make them valid and effective.
III REMEDIES
Without limiting the remedies to which the Company might otherwise be entitled for a breach of any provisions contained in this Agreement, the Company shall be entitled to enforcement of the following remedies:
3.1 In the event of actual, contemplated or threatened breach of this Agreement, the Company shall be entitled to an injunction, without bond, restraining the Partner from continuous or anticipated commission of such breach. Additionally, if the Partner breaches any term of this Agreement hereunder, the Partner shall be liable to the Company for all damages (direct or consequential, compensatory and punitive) incurred as a result of the Partner's breach.
3.2 In the event that litigation shall be instituted to enforce or effectuate any provisions of this Agreement, the Company shall be entitled to tax as costs, in addition to all other costs otherwise taxable, a reasonable amount on account of attorneys' fees necessarily incurred in connection with such litigation, together with reimbursement for all witness's fees and expenses, including actual subsistence and transportation, salary, wages paid or attributable to or for the time necessarily spent by such witnesses in connection with such litigation.
3.3 In the event that the Partner breaches the terms of this Agreement, the Partner does hereby agree that he shall forfeit all commissions and payments then due to him and, in addition thereto, he shall be liable to the Company, as and for liquidated damages, in an amount equal to three (3) times his accrued and unpaid commissions and payments then due, but, in no event, in an amount less than an amount equal to three (3) times the total of the most recent previous three months' commissions and / or payments paid by the Company to the Partner. Such liquidated damages shall not be construed as a penalty, but shall be considered liquidated damages only, as the damages in the event of the Partner's violation or breach of the terms of this Agreement are difficult, if not impossible, to ascertain. The Partner does hereby further agree that such liquidated damages shall be paid to the Company within thirty (30) days after the date of the Partner's breach of the terms of this Agreement. The remedies provided for herein in the event of the Partner's breach of this Agreement shall be cumulative and the Company's pursuit of anyone remedy shall not preclude the Company from seeking enforcement of any and all other remedies available to it, whether provided for in this agreement or available to it as a matter of law or in equity. The Partner does hereby agree that this Agreement shall be independent of any other provision in this Agreement and that any claim or cause of action by the Partner against the Company, be it found under the terms of this Agreement or otherwise, shall not constitute a defense to the enforcement by the Company of the provisions of this Agreement. The Partner acknowledges and agrees that the foregoing restrictions in this Agreement are reasonable and necessary for the proper protection of the business and interest of the Company and will not deprive the Partner of the means or opportunity for suitably supporting and maintaining himself and his family after the termination of his activity with the Company.
IV. TERM. This Agreement shall remain in full force and effect until both Parties hereto agree to terminate it in writing.

V. MISCELLANEOUS

5.1 Binding Effect. This Agreement will be binding upon and inure to the benefit of any successor of the Company. Any such successor of the Company will be deemed substituted for the Company under the terms of this Agreement for all purposes. For this purpose, "successor" means any person, company, organization or other entity which at any time, whether by purchase, merger or otherwise, directly or indirectly acquires all or substantially all of the assets or business of the Company.

5.2 Governing Law. This Agreement shall be governed by and construed in accordance with the laws of __________________, USA, without conflicts of laws principles thereof.

5.3 Severability. In the case that any one or more of the provisions contained in this Agreement shall be held invalid, illegal or unenforceable in any respect under any applicable law, the validity, legality and enforceability of the remaining provisions contained herein shall not in any way be affected or impaired thereby.

5.4 Entire Agreement. This Agreement constitutes the entire agreement and understanding between the Parties and supersedes all other oral and written agreements between the Company and the Partner regarding the subject matter hereof. The Partner acknowledges that he has not entered into this Agreement in reliance upon any representation, warranty or undertaking which is not set forth in this Agreement.

5.5 Notice. Any notice to be given under this Agreement to the Partner may be served by being handed to Partner personally or by being sent by recorded delivery first class post to Partner at Partner's usual or last known address; and any notice to be given to the Company may be served by being left at or by being sent by recorded delivery first class post to its registered office. Any notice served by post shall be deemed to have been served on the day (excluding Sundays and statutory holidays) next following the date of posting and in proving such service it shall be sufficient proof that the envelope containing the notice was properly addressed and posted as a prepaid letter by recorded delivery first class post.

5.6 Headings. The headings in this Agreement are for the convenience of the Parties hereto and shall not be deemed a substantive part of this Agreement.

5.7 Amendment. No amendment to the terms of this Agreement shall be valid unless in writing and signed by both Parties hereto.

5.8 Counterparts. This Agreement may be signed in two (2) counterparts and each counterpart shall be deemed to be an original.

5.9 Counsel. Partner was advised and provided sufficient time to seek outside counsel to review this document in its entirety and has voluntarily executed this document. Additionally, Company provided an explanation of this document to Partner by its General Counsel.

IN WITNESS WHEREOF this Agreement has been executed on the date first above written.