Free Non-Solicitation Agreement Template

NON-SOLICITATION AGREEMENT

Effective April 1, 2026 · Governed By The Law Of The State Of Texas

This Non-Solicitation Agreement (this "Agreement") is entered into as of April 1, 2026 by and between Vertex Solutions LLC ((214) 555-0100 · hr@vertexsolutions.com) ("Company") and Alex Rivera ("Employee" or "Restricted Party"). The Restricted Party is an employee of the Company and has had access to the Company's confidential information, client relationships, and proprietary business operations. This Agreement shall be governed by the law of the State of Texas.

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 the 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.

The obligations in this Agreement commence on April 1, 2026 and continue for two (2) years following the termination or expiration of the Restricted Party's relationship with the 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); 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.

The Restricted Party acknowledges that, during the relationship with the Company, the Restricted Party has had access to Confidential Information and trade secrets of the Company. Trade secrets are protected under the federal Defend Trade Secrets Act (18 U.S.C. §§1836–1839 (Defend Trade Secrets Act of 2016)) and the law of the State of Texas (Tex. Civ. Prac. and Rem. Code §§134A.001 et seq. (Texas Uniform Trade Secrets Act, eff 9/1/2013)). The remedies for misappropriation include injunctive relief, compensatory damages, exemplary damages for willful and malicious misappropriation, and attorney fees.

DTSA Whistleblower Immunity Notice (18 U.S.C. §1833(b)(3)). Notwithstanding anything to the contrary in this Agreement, the Restricted Party 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 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. 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.

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 the Company's business and the Restricted Party's access to the Company's Confidential Information and client relationships. In jurisdictions applying common-law reasonableness, the scope may be limited to the territory where the Company actually does business and where competition would cause measurable harm.

The Restricted Party acknowledges that a breach of this Agreement would cause irreparable harm to the Company for which monetary damages would be an inadequate remedy. Accordingly, the 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 the Company's remedies under the federal DTSA (18 U.S.C. §§1836–1839 (Defend Trade Secrets Act of 2016)) or the applicable state Uniform Trade Secrets Act.

In the event of a material breach of this Agreement by the Restricted Party, the Restricted Party shall pay the Company $25,000.00 per violation as liquidated damages, which the Parties agree is a reasonable estimate of the harm the Company would suffer. This shall not be the exclusive remedy and shall not preclude the Company from seeking injunctive relief or other remedies. The reasonableness of this amount shall be evaluated under the law of the State of Texas (see Cal. Civ. Code §1671 or analogous state liquidated-damages rule).

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 prevailing Party shall be entitled to recover its reasonable attorney fees and costs from the non-prevailing Party.

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

This Agreement is governed by the laws of the State of Texas, without regard to its conflict-of-laws principles. 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.

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