Free Non-Solicitation Agreement Template

RECITALS AND CONSIDERATION

Alex Rivera is an employee of Vertex Solutions LLC. In consideration of employment with Vertex Solutions LLC, compensation, and access to proprietary client and business information, the Parties agree to the terms of this Non-Solicitation Agreement. The Parties acknowledge that adequate, bargained-for consideration is required to render this restrictive covenant enforceable (Restatement (Second) of Contracts §§71, 188) and that Company's legitimate business interests — including its goodwill, confidential information, near-permanent customer relationships, and investment in workforce training — constitute protectable interests recognized by the common law of the governing state.

NON-SOLICITATION OBLIGATIONS

TERM

The obligations in this Agreement commence on April 1, 2026 and continue for two (2) years following the termination or expiration of Restricted Party's relationship with Company, regardless of the reason for termination. The Parties acknowledge that the duration of this restriction must be reasonable in relation to the Company's legitimate business interests (Restatement (Second) of Contracts §188), and that, in jurisdictions applying the common-law reasonableness test, a court may decline to enforce or may modify the duration to the minimum reasonably necessary for such protection.

GEOGRAPHIC SCOPE

The non-solicitation obligations set forth herein apply within the United States of America. The Parties agree that this geographic scope is reasonable given the nature of Company's business and Restricted Party's access to Company's confidential information and client relationships.

INJUNCTIVE RELIEF

Restricted Party acknowledges that a breach of this Agreement would cause irreparable harm to Company for which monetary damages would be an inadequate remedy. Accordingly, Company shall be entitled to seek injunctive or other equitable relief to enforce this Agreement, in accordance with Fed. R. Civ. P. 65 (or the analogous state-court rule) and the four-factor standard set forth in Winter v. Natural Resources Defense Council, 555 U.S. 7 (2008), in addition to all other remedies available at law or in equity, without the requirement of posting bond or proving actual damages (to the extent the bond requirement is waivable under applicable law). Nothing in this Section shall limit Company's remedies under the Defend Trade Secrets Act, 18 U.S.C. §1836(b)(3), or the applicable state Uniform Trade Secrets Act.

DISPUTE RESOLUTION AND ATTORNEYS' FEES

Any dispute arising from or related to this Agreement shall be resolved exclusively in the state or federal courts located in Texas, to whose personal jurisdiction and exclusive venue the Parties hereby consent. The Parties acknowledge that in certain jurisdictions (e.g., California under Cal. Lab. Code §925) forum-selection and choice-of-law clauses in employment agreements are subject to statutory limitations that may override this provision. The prevailing Party shall be entitled to recover its reasonable attorneys' fees and costs from the non-prevailing Party.

CONFIDENTIALITY

Restricted Party acknowledges having had access to Company's confidential and proprietary information, including client lists, business strategies, pricing information, and trade secrets. Restricted Party agrees to maintain the confidentiality of such information and not to use or disclose it for any purpose following the termination of the relationship with Company. Trade secrets are protected under the Defend Trade Secrets Act, 18 U.S.C. §§1836-1839, and the applicable state's Uniform Trade Secrets Act, both of which provide for injunctive relief, compensatory damages, exemplary damages for willful and malicious misappropriation, and attorneys' fees.

DTSA Whistleblower Immunity Notice (18 U.S.C. §1833(b)). Notwithstanding anything to the contrary in this Agreement, Restricted Party is hereby notified, in accordance with 18 U.S.C. §1833(b)(3), that: (i) 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 is made (A) 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 (B) in a complaint or other document filed in a lawsuit or other proceeding, if such filing is made under seal; and (ii) an individual who files a lawsuit for retaliation by an employer for reporting a suspected violation of law may disclose the trade secret to the attorney of the individual and use the trade secret information in the court proceeding, if the individual files any document containing the trade secret under seal and does not disclose the trade secret, except pursuant to court order.

ADDITIONAL TERMS

This Agreement supplements and does not replace any existing employment agreement between the parties.

GENERAL PROVISIONS

This Agreement is governed by the laws of the State of Texas, without regard to its conflict-of-laws principles, subject to any mandatory provisions of the law governing Restricted Party's employment (including, where applicable, Cal. Lab. Code §925 and Cal. Bus. and Prof. Code §16600.5). If any provision is found to be unenforceable, a court may, to the extent permitted under the applicable "blue-pencil" or reasonable-modification doctrine (see Restatement (Second) of Contracts §184), modify it to the minimum extent necessary to make it enforceable, and all other provisions shall remain in full force and effect. This Agreement constitutes the entire agreement between the Parties on the subject matter hereof. Amendments require the written consent of both Parties.