Free Non-Compete Agreement Template

NON-COMPETE AGREEMENT

Restrictive Covenant · Governed By The Law Of The State Of California

This Non-Compete Agreement (this "Agreement") is entered into as of January 20, 2026 by and between TechFlow Solutions, Inc. ("Company") and Rebecca Chen ("Employee") and shall be governed by the law of the State of California. The Parties acknowledge that under the governing law, employment non-competes are subject to the following enforceability framework: TOTAL BAN — employment non-competes are void and unenforceable in this State. The terms below incorporate the applicable statutory conditions, carve-outs, and judicial constructions.

In consideration of a signing bonus of $5,000 signing bonus, and other good and valuable consideration, the receipt and sufficiency of which are hereby acknowledged, the Parties agree to be bound by the terms and conditions set forth in this Agreement. The Parties further acknowledge that adequate, independent consideration is a substantive prerequisite to enforcement of a restrictive covenant in most jurisdictions (see Restatement (Second) of Contracts §§71, 188). Under the law of the State of California, mere continued employment is insufficient consideration; the Parties hereby acknowledge the new and additional consideration described above to satisfy this requirement (Cal. Bus. and Prof. Code §16600 (as amended by AB 1076 §16600.1 and SB 699 §16600.5, eff 1/1/2024)).

NOTICE — STATE-LAW BAN. The State of California totally prohibits employment non-compete covenants. Under Cal. Bus. and Prof. Code §16600 (as amended by AB 1076 §16600.1 and SB 699 §16600.5, eff 1/1/2024), any covenant purporting to restrict the Employee's post-termination ability to compete with the Company is void and unenforceable as a matter of law. California voids ALL employment non-compete covenants regardless of scope, duration, or geography. AB 1076 made it unlawful to even include such a clause (separate UCL violation, civil penalty up to $2,500 per violation under §17200). SB 699 voids out-of-state non-competes signed by employees who primarily reside and work in California, AND makes prior employers liable for civil penalties for attempting to enforce them. Employers had to send individualized written notice to current AND former employees (employed after 1/1/2022) by 2/14/2024 stating that any existing non-compete is void.

Accordingly, no enforceable post-employment non-competition obligation is created by this Agreement. The Company's remedies are limited to (i) protection of trade secrets under Cal. Civ. Code §§3426–3426.11 (California Uniform Trade Secrets Act) and the federal Defend Trade Secrets Act (18 U.S.C. §§1836–1839 (Defend Trade Secrets Act of 2016)); (ii) breach of any separate confidentiality or non-disclosure obligation; and (iii) any conduct that would constitute tortious interference, fraud, or breach of fiduciary duty under applicable state common law.

Sale-of-Business Exception. If this Agreement is entered into in connection with the sale of a business, the dissolution of a partnership, or the termination of an LLC interest, narrow statutory exceptions may apply (Cal. Bus. and Prof. Code §§16601 (goodwill sale), 16602 (partnership dissolution), 16602.5 (LLC dissolution)): California recognizes narrow exceptions: (i) §16601 — sale of all or substantially all of the goodwill of a business; (ii) §16602 — dissolution of or dissociation from a partnership; (iii) §16602.5 — dissolution of or termination of interest in an LLC. The restraint must be tied to the business sold and limited to the geographic area where the business was operating. To rely on the exception, the agreement must be ancillary to a qualifying transaction; this is not the case where the only consideration is employment.

Federal Trade Commission Non-Compete Rule. The FTC Non-Compete Clause Rule (16 C.F.R. Part 910) was vacated nationwide by Ryan, LLC v. FTC, 746 F. Supp. 3d 369 (N.D. Tex. 2024); the FTC voted 3-1 to abandon its 5th Cir. appeal on September 5, 2025 and acceded to vacatur. The Rule is NOT in effect anywhere in the United States. Nothing in this Section limits the Employee's rights under §7 of the NLRA (29 U.S.C. §157 (NLRA §7, see Stericycle, Inc., 372 NLRB No. 113 (2023))) or any statutorily protected activity.

During the Restriction Period, the Employee shall not, directly or indirectly, solicit, contact, or transact business with any client, customer, or prospective customer of TechFlow Solutions, Inc. with whom the Employee had direct contact or about whom the Employee acquired Confidential Information during the term of engagement with TechFlow Solutions, Inc..

State-Law Limitation (California). Customer non-solicitation covenants are generally unenforceable as restraints of trade in this State (Cal. Bus. and Prof. Code §16600; Edwards v. Arthur Andersen LLP, 44 Cal. 4th 937 (2008), see Edwards v. Arthur Andersen LLP, 44 Cal. 4th 937 (2008)). This provision is therefore construed to extend only to actual or threatened misappropriation of trade secrets under Cal. Civ. Code §§3426–3426.11 (California Uniform Trade Secrets Act) and the federal DTSA (18 U.S.C. §§1836–1839 (Defend Trade Secrets Act of 2016)).

During the Restriction Period, the Employee shall not, directly or indirectly, recruit, solicit, hire, induce, or attempt to induce any employee, consultant, or independent contractor of TechFlow Solutions, Inc. to leave the employ of or terminate engagement with TechFlow Solutions, Inc..

State-Law Ban (California). Employee non-solicitation covenants are void as restraints of trade in this State (AMN Healthcare, Inc. v. Aya Healthcare Servs., Inc., 28 Cal. App. 5th 923 (2018), see AMN Healthcare, Inc. v. Aya Healthcare Servs., Inc., 28 Cal. App. 5th 923 (2018)). This provision is unenforceable as against the Employee insofar as the law of this State governs.

The Employee acknowledges that during engagement with TechFlow Solutions, Inc., the Employee will have access to confidential and proprietary information, including trade secrets, proprietary processes, business strategies, client and vendor lists, financial data, technical information, and other non-public information of TechFlow Solutions, Inc. (collectively, "Confidential Information"). The Employee agrees to maintain strict confidentiality of all Confidential Information during and after the term of engagement, and shall not disclose, reproduce, or use any Confidential Information for any purpose other than the performance of duties for TechFlow Solutions, Inc., except as required by applicable law or court order. Trade secrets are protected under the federal Defend Trade Secrets Act (18 U.S.C. §§1836–1839 (Defend Trade Secrets Act of 2016)) and Cal. Civ. Code §§3426–3426.11 (California Uniform Trade Secrets Act).

DTSA Whistleblower Immunity Notice (18 U.S.C. §1833(b)(3)). Notwithstanding any other provision of this Agreement, the Employee is hereby notified that an individual shall not be held criminally or civilly liable under any federal or state trade-secret law for the disclosure of a trade secret that (i) is made in confidence to a federal, state, or local government official, either directly or indirectly, or to an attorney, and solely for the purpose of reporting or investigating a suspected violation of law; or (ii) is made in a complaint or other document filed in a lawsuit or other proceeding, if such filing is made under seal. An individual who files a lawsuit for retaliation by TechFlow Solutions, Inc. for reporting a suspected violation of law may disclose the trade secret to the individual's attorney and use the trade-secret information in the court proceeding, provided the individual files any document containing the trade secret under seal and does not disclose the trade secret except pursuant to court order.

Federal Speak Out Act Carve-Out. Pursuant to 42 U.S.C. §§19401–19404 (Speak Out Act, Pub. L. 117-224), no pre-dispute non-disclosure or non-disparagement clause shall be judicially enforceable as to any sexual-assault or sexual-harassment dispute.

The Employee acknowledges that any breach or threatened breach of this Agreement would cause immediate and irreparable injury to TechFlow Solutions, Inc. for which monetary damages would be an inadequate remedy. Accordingly, TechFlow Solutions, Inc. shall be entitled to seek injunctive relief, specific performance, and other equitable remedies to enforce the terms of this Agreement, in accordance with Fed. R. Civ. P. 65 (or the analogous state-court rule) and the four-factor test articulated in Winter v. Natural Resources Defense Council, 555 U.S. 7 (2008), without the requirement to post a bond or other security (to the extent waivable under applicable law) or to prove actual monetary damages, in addition to all other remedies available at law or in equity, including those available under the federal DTSA (18 U.S.C. §§1836–1839 (Defend Trade Secrets Act of 2016)).

If any provision of this Agreement is found by a court of competent jurisdiction to be overly broad, unreasonable, or otherwise unenforceable as written, such court is expressly authorized to modify and reform such provision to the minimum extent necessary to render it enforceable (the "Blue-Pencil Doctrine"), and the Agreement as so modified shall be fully enforceable. The invalidity or unenforceability of any single provision shall not affect the validity or enforceability of any remaining provision.

This Agreement shall be governed by and construed in accordance with the laws of the State of California, without regard to its conflict-of-law provisions. The Parties acknowledge that under Cal. Lab. Code §925; Cal. Bus. and Prof. Code §16600.5, where Employee primarily resides and works in California, any choice-of-law or forum-selection provision depriving the Employee of the substantive protection of this State's law is voidable at the Employee's election. Out-of-state choice-of-law and forum-selection clauses are voidable at the employee's election if entered after 1/1/2017. If voided, the dispute is adjudicated in California under California law. Exception: employee was individually represented by counsel during negotiation of the clause. Attorney fees recoverable for prevailing employee.

This Agreement constitutes the entire agreement between the Parties with respect to the subject matter hereof and supersedes all prior or contemporaneous negotiations, representations, or agreements relating to such subject matter. This Agreement may only be modified by a written instrument duly executed by both Parties.

IN WITNESS WHEREOF, the parties have executed this Agreement as of the date indicated.