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One way Non Compete and Non Solicitation agreement for employment. It imposes a unilateral non-compete and non-solicitation obligation on the employee. This is drafted in short and simple form to procure signing without negotiation. This is drafted in neutral form.
This Agreement is entered into on
BETWEEN
(1) whose principal place of business is at (the Employee)
(2) whose principal place of business is at (the Company)
WHEREAS
FOR GOOD AND VALUABLE CONSIDERATION, the receipt of which is hereby acknowledged, the
Employee agrees not to compete with or solicit from the Company, or its successors or assigns, subject to the terms and conditions of this Agreement.
It is agreed as follows:
1. Interpretation
1.1 In this Agreement unless the context otherwise requires the following expressions shall have the following meanings:
Business means any and all business which is now or at any time after the date of this Agreement conducted by the Company;
Business means any and all business which is now or at any time after the date of this
Agreement conducted by the Company, more particularly set out in the Schedule;
Compete means to own, manage, operate, engage, consult or to be employed or as agent in a business substantially similar to, or directly or indirectly in competition with the Business of the Company; and
Solicit means (i) to solicit, hire, induce, recruit directly or indirectly the Company's customers, clients, directors, officers, employees and consultants to terminate their relationship with the Company; or (ii) to enter into another arrangement with a third party to circumvent the Company.
"Confidential and Proprietary Information" means all technical and non-technical information of the Company and/or its licensors (including but not limited to product information, plans and pricing, financials, marketing plans, business strategies, customer information, data, research and development, software and hardware, APIs, specifications, designs, proprietary formulae and proprietary algorithms), which information is identified as being confidential or proprietary.
2. Obligations of Non-Compete and Non-Solicitation
2.1 The Employee undertakes to and agrees with the Company that the Employee shall:
(a) not Compete with the Company's Business in ;
(b) not Solicit from the Company any customers, clients, directors, officers, employees and consultants through oral, written, or electronic communication, including, but not limited to, communications by email, regular mail, express mail, telephone, fax, instant message, and social media, including, but not limited to, Facebook, LinkedIn, Instagram, Twitter, and any other social media platform, whether or not in existence at the time of entering into this Agreement; and
(ᴄ) shall keep confidential any trade secrets, business secrets, customer data or Confidential and Proprietary Information obtained from the Company and shall not at any time or in any manner, either directly or indirectly, use for the personal benefit of the Employee. The Company's business secrets include any information regarding the Company's customers, suppliers, manufacturers, finances, research, development, manufacturing processes, or any other technical or business information.
3. Employee Acknowledgements
3.1 The Employee understands and acknowledges that the restrictions, prohibitions, and other provisions set forth in this Agreement:
(a) are fair, reasonable, and equitable in its scope, terms, and duration;
(b) do not constitute a threat to the Employee's livelihood;
(ᴄ) are necessary to protect the business interest of the Company and are a significant inducement to the Company to enter into this Agreement.
3.2 The Employee acknowledges that the Employee has had the opportunity to obtain legal counsel to review this Agreement.
4. Term
The obligations under this Agreement will terminate months after the termination of employment with the Company for any reason.
5. Enforceability
5.1 Should any provision in this agreement is found to be invalid or unenforceable all remaining provisions will remain in full effect.
5.2 Furthermore, the parties will be allowed to come to an agreement and substitute the invalid provision with a similar enforceable term.
6. No Rights under Contracts for Third Parties
A person who is not a party to this Agreement shall have no right under any law to enforce any of its terms.
7. Governing Law and Jurisdiction
8. Entire Agreement
This Agreement is the entire agreement between the Company and the Employee pertaining to the subject matter of this Agreement
9. Binding
This Agreement is legal and binding between the parties herein. The parties each represent they have the authority and capacity to enter into this Agreement.
As witness this Agreement has been signed by the duly authorised representatives of the Parties the day and year first before written.
SCHEDULE
