[{"data":1,"prerenderedAt":527},["ShallowReactive",2],{"document-non-disclosure-and-non-compete-agreement-D552":3},{"document":4,"label":27,"preview":11,"thumb":28,"description":5,"descriptionCustom":6,"apiDescription":5,"pages":8,"extension":10,"parents":29,"breadcrumb":33,"related":39,"customDescModule":176,"customdescription":6,"mdFm":177,"mdProseHtml":526},{"description":5,"descriptionCustom":6,"label":7,"pages":8,"size":9,"extension":10,"preview":11,"thumb":12,"svgFrame":13,"seoMetadata":14,"parents":16,"keywords":26},"NON-DISCLOSURE AND NON-COMPETE AGREEMENT This Non-Disclosure and Non-Compete Agreement (the \"Agreement\") is made and effective this [Date], BETWEEN: [EMPLOYEE NAME] (the \"Employee\"), an individual with his main address at: [COMPLETE ADDRESS] AND: [YOUR COMPANY NAME] (the \"Company\"), a corporation organized and existing under the laws of the [State/Province] of [STATE/PROVINCE], with its head office located at: [YOUR COMPLETE ADDRESS] WHEREAS, Company desires to employ Employee and Employee desires to be employed by Company in connection with certain aspects of the development or marketing of certain computer systems or other products for Company; and WHEREAS, in connection with such employment, Employee may be given access to, generate, or otherwise come into contact with certain proprietary and/or confidential information of Company or clients of Company; and WHEREAS, Employee and Company desire to prevent the dissemination or misuse of such information; NOW, THEREFORE, the parties hereto mutually agree as follows: Employment Company hereby employs or continues to employ Employee and Employee hereby accepts employment, upon the terms and conditions contained herein and at a compensation as shall be agreed upon from time to time by Company and Employee. This Agreement shall commence on the date hereof and shall remain in effect for an indefinite time until terminated by either party by giving the other party notice of termination at least [NUMBER] days in advance. While employed by Company, Employee shall devote his or her full working time to Company's affairs and shall faithfully and diligently serve Company's interests. Confidentiality Employee recognizes and acknowledges that the systems which Company owns, plans or develops, whether for its own use or for use by its clients, are confidential and are the property of Company. Employee further recognizes and acknowledges that in order to enable Company to perform services for its clients, such clients may furnish to Company confidential information concerning their business affairs, property, methods of operation or other data; that the goodwill afforded to Company depends upon, among other things, Company and its employees keeping such services and information confidential (collectively, including Company systems and Company client information, the \"Confidential Information\"). Non-Disclosure Employee agrees that, except as directed by Company, the Employee will not at any time, whether during or after his employment with Company, disclose to any person or use any Confidential Information, or permit any person to examine and/or make copies of any documents which contain or are derived from Confidential Information, whether prepared by the Employee or otherwise coming into the Employee's possession or control without the prior written permission of Company. Possession Employee agrees that upon request by Company, and in any event upon termination of employment, Employee shall turn over to Company all documents, papers or other material in his possession or under his control which may contain or be derived from Confidential Information, together with all documents, notes or other work product which is connected with or derived from Employee's services to Company whether or not such material is at the date hereof in Employee's possession. Employee agrees that the Employee shall have no proprietary interest in any work product developed or used by Employee and arising out of his employment by Company. Company shall, from time to time as may be requested by Company, do all things which may be necessary to establish or document Company's ownership of any such work product, including, but not limited to execution of appropriate copyright applications or assignments. Non-Competition Employee agrees and covenants that because of the confidential and sensitive nature of the Confidential Information and because the use of, or even the appearance of the use of, the Confidential Information in certain circumstances may cause irreparable damage to Company and its reputation, or to clients of Company, Employee shall not, until the expiration of two years after the termination of the employment relationship between Company and Employee, engage, directly or indirectly, or through any corporations or associates in any business, enterprise or employment which is directly competitive with Company. 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NON-SOLICITATION OF EMPLOYEES 2.1 During the term of the Employee's employment with the Company and for a period of [NUMBER OF [YEARS/MONTHS] following the termination of employment, the Employee agrees not to, directly or indirectly, solicit or attempt to solicit any employee of the Company for the purpose of hiring or engaging them in employment with any other entity or for any other purpose that is competitive with the interests of the Company. NON-DISCLOSURE OF CONFIDENTIAL INFORMATION 3","Non Solicitation Agreement","2","https://templates.business-in-a-box.com/imgs/1000px/non-solicitation-agreement-D13849.png","https://templates.business-in-a-box.com/imgs/250px/13849.png","https://templates.business-in-a-box.com/svgs/docviewerWebApp1.html?v6#13849.xml",{"title":96,"description":6},"non solicitation agreement",[98,100],{"label":18,"url":99},"human-resources",{"label":21,"url":101},"hire-employee","/template/non-solicitation-agreement-D13849",{"description":104,"descriptionCustom":6,"label":105,"pages":106,"size":9,"extension":10,"preview":107,"thumb":108,"svgFrame":109,"seoMetadata":110,"parents":112,"keywords":111,"url":117},"EMPLOYMENT AGREEMENT - AT WILL EMPLOYEE This Employment Agreement for \"At Will\" Employee (the \"Agreement\") is made and effective this [DATE], BETWEEN: [EMPLOYEE NAME] (the \"Employee\"), an individual with his main address at: [COMPLETE ADDRESS] AND: [YOUR COMPANY NAME] (the \"Corporation\"), an entity organized and existing under the laws of the [State/Province] of [STATE/PROVINCE], with its head office located at: [YOUR COMPLETE ADDRESS] RECITALS In consideration of the covenants and agreements herein contained and the moneys to be paid hereunder, the Corporation hereby employs the Employee and the Employee hereby agrees to perform services as an employee of the Corporation, on an \"at will\" basis, upon the following terms and conditions: APPOINTMENT The Employee is hereby employed by the Corporation to render such services and to perform such tasks as may be assigned by the Corporation. The Corporation may, in its sole discretion, increase or reduce the duties, or modify the title and job description, of the Employee from time to time, and any such increase, reduction or modification shall not be deemed a termination of this Agreement. ACCEPTANCE OF EMPLOYMENT Employee accepts employment with the Corporation upon the terms set forth above and agrees to devote all Employee's time, energy and ability to the interests of the Corporation, and to perform Employee's duties in an efficient, trustworthy and business-like manner. DEVOTION OF TIME TO EMPLOYMENT The Employee shall devote the Employee's best efforts and substantially all of the Employee's working time to performing the duties on behalf of the Corporation. The Employee shall provide services during the hours that are scheduled by the Corporation management. The Employee shall be prompt in reporting to work at the assigned time. NO CONFLICT OF INTEREST Employee shall not engage in any other business while employed by the Corporation. Employee shall not engage in any activity that conflicts with the Employees duties to the Corporation. Employee shall not provide any service or lend any aid or assistance to any party that competes with the services offered by the Corporation. Employee shall not provide any services to clients or prospective clients of the Corporation outside of the provision of services for the Corporation, whether such services are provided with or without compensation or remuneration. CORPORATION PROPERTY Employee acknowledges and agrees that while employed by the Corporation the Employee may be provided with use of computer equipment and other property of the Corporation. The use and possession of the such items shall be subject to any policies, requirements or restrictions established by the Corporation. Such items may only be used in performance of the Employee's duties for the corporation. On request of the Corporation, the Employee shall immediately deliver any such items to the Corporation. Upon termination of employment, Employee shall have the affirmative duty to return any such item to the Corporation whether a request is made or not. The obligation to return Corporation property shall extend and include any and all work product, client property, proprietary rights, intangible property, and all other property of the corporation regardless of the form or medium. COMPENSATION The Corporation shall pay the Employee such hourly compensation as determined by the Corporation. Payment shall be at the same time as the Corporations usual payroll to other employees. BONUS & BENEFITS Payment of any bonuses shall be at the complete discretion of the Corporation. No guarantee or representation that any bonuses will be paid has been made to the Employee. Standard benefits that are provided to other non-management employees shall be offered to the Employee, subject to the Corporation's policies and the terms and conditions of such benefits. WITHHOLDING All sums payable to Employee under this Agreement will be reduced by all federal, state, local, and other withholdings and similar taxes and payments required by applicable law. QUALIFICATIONS OF EMPLOYEE The employee shall satisfy all of the qualification that are established by the Corporation. TERM OF AGREEMENT There shall be no guaranteed term of employment. Employer acknowledges and agrees that Employee shall be an \"At Will\" Employee and that Employee's employment may be terminated at any time by the Corporation, with or without cause. FEES FROM EMPLOYEE'S WORK The Corporation shall have exclusive authority to determine the fees, or a procedure for establishing the fees, to be charged to clients by the Corporation for services that are provided by the Employee. All sums paid to the Employee or the Corporation in the way of fees, in cash or in kind, or otherwise for services of the Employee, shall, except as otherwise specifically agreed by the Corporation, be and remain the property of the Corporation and shall be included in the Corporation's name in such checking account or accounts as the Corporation may from time to time designate. CLIENTS AND CLIENT RECORDS The Corporation shall have the authority to determine who will be accepted as clients of the Corporation, and the Employee recognizes that such clients accepted are clients of the Corporation and not the Employee. All client records and files of any type concerning clients of the Corporation shall belong to and remain the property of the Corporation, notwithstanding the subsequent termination of the employment. POLICIES AND PROCEDURES The Corporation shall have the authority to establish from time to time the policies and procedures to be followed by the Employee in performing services for the Corporation. This may include, but is not necessarily limited to, employment policies, computer use policies, Internet access policies, email policies, and all other policies, procedures, directives, and mandates established by the Corporation, whether or not in written form or formally adopted. Employee shall abide by the provisions of any contract entered into by the Corporation under which the Employee provides services. Employee shall comply with the terms and conditions of any and all contracts entered by the Corporation. TERMINATION Employee acknowledges and agrees that Employee is an \"at will\" employee of the Corporation. As such, no term of employment is created hereby and employee may be terminated at any time in the sole discretion of the Corporation, whether there exists any cause for termination or not. CREATIONS AND INVENTIONS Employee acknowledges and agrees that any and all work product of the Employee that is conceived or created during the Employee's employment with the Corporation is the exclusive property of the Corporation. This shall include any and all copyrights, trade secrets, confidential information, patents, trademarks, trade dress, ideas, concepts, plans, business plans, business concepts, techniques, inventions, drawings, artwork, logos, graphics, web pages, databases, software, programs, CGI's, plug ins, applications, brochures, inventions, marketing plans and concepts, and all other ideas and work product of the Employee. The Employee acknowledges and agrees that all creations shall be \"works made for hire\" as defined in the [ACT OR CODE]. Notwithstanding the fact that this material may be considered to be a work made for hire, Employee agrees, during Employee's employment and thereafter, which covenant shall survive any termination of the employment relationship, to execute any and all documents requested by the Corporation to confirm the Corporation's ownership and control of all such material, including but not limited to assignments of copyright, confirmations of work for hire status, waivers of proprietary rights, copyright application, and any other documents requested by Corporation. RESTRICTIVE COVENANTS","Employment Agreement_At Will Employee","7","https://templates.business-in-a-box.com/imgs/1000px/employment-agreement_at-will-employee-D541.png","https://templates.business-in-a-box.com/imgs/250px/541.png","https://templates.business-in-a-box.com/svgs/docviewerWebApp1.html?v6#541.xml",{"title":111,"description":6},"employment agreement_at will employee",[113,114,115],{"label":18,"url":99},{"label":21,"url":101},{"label":24,"url":116},"business-legal-agreements","/template/employment-agreement_at-will-employee-D541",{"description":119,"descriptionCustom":6,"label":120,"pages":121,"size":122,"extension":10,"preview":123,"thumb":124,"svgFrame":125,"seoMetadata":126,"parents":127,"keywords":131,"url":132},"INDEPENDENT CONTRACTOR AGREEMENT This Independent Contractor Agreement (\"Agreement\") is made and effective [Date], BETWEEN: [INDEPENDENT CONTRACTOR NAME] (the \"Independent Contractor\"), a company organized and existing under the laws of the [State/Province] of [STATE/PROVINCE], with its head office located at: [COMPLETE ADDRESS] AND: [YOUR COMPANY NAME] (the \"Company\"), a company organized and existing under the laws of the [State/Province] of [STATE/PROVINCE], with its head office located at: [YOUR COMPLETE ADDRESS] RECITALS Independent Contractor is engaged in providing [Describe] business services, its Employer Tax I.D. Number is [Insert], and its Business License Number is [insert]. Independent Contractor has complied with all Federal, State, and local laws regarding business permits, sales permits, licenses, reporting requirements, tax withholding requirements, and other legal requirements of any kind that may be required to carry out said business and the Scope of Work which is to be performed as an Independent Contractor pursuant to this Agreement. Independent Contractor is or remains open to conducting similar tasks or activities for clients other than the Company and holds themselves out to the public to be a separate business entity. Company desires to engage and contract for the services of the Independent Contractor to perform certain tasks as set forth below. Independent Contractor desires to enter into this Agreement and perform as an independent contractor for the company and is willing to do so on the terms and conditions set forth below. NOW, THEREFORE, in consideration of the above recitals and the mutual promises and conditions contained in this Agreement, the Parties agree as follows: TERMS This Agreement shall be effective commencing [Date], and shall continue until terminated at the completion of the Scope of Work which shall occur no later than [Date] or by either party as otherwise provided herein. STATUS OF INDEPENDENT CONTRACTOR This Agreement does not constitute a hiring by either party. It is the parties intentions that Independent Contractor shall have an independent contractor status and not be an employee for any purposes, including, but not limited to, [laws]. Independent Contractor shall retain sole and absolute discretion in the manner and means of carrying out their activities and responsibilities under this Agreement. This Agreement shall not be considered or construed to be a partnership or joint venture, and the Company shall not be liable for any obligations incurred by Independent Contractor unless specifically authorized in writing. Independent Contractor shall not act as an agent of the Company, ostensibly or otherwise, nor bind the Company in any manner, unless specifically authorized to do so in writing. TASKS, DUTIES, AND SCOPE OF WORK Independent Contractor agrees to devote as much time, attention, and energy as necessary to complete or achieve the following: [Describe]. The above to be referred to in this Agreement as the \"Scope of Work\". It is expected that the Scope of Work will completed by [Date]. Independent Contractor shall additionally perform any and all tasks and duties associated with the Scope of Work set forth above, including but not limited to, work being performed already or related change orders. Independent Contractor shall not be entitled to engage in any activities which are not expressly set forth by this Agreement. The books and records related to the Scope of Work set forth in this Agreement shall be maintained by the Independent Contractor at the Independent Contractor's principal place of business and open to inspection by Company during regular working hours. Documents to which Company will be entitled to inspect include, but are not limited to, any and all contract documents, change orders/purchase orders and work authorized by Independent Contractor or Company on existing or potential projects related to this Agreement. Independent Contractor shall be responsible to the management and directors of Company, but Independent Contractor will not be required to follow or establish a regular or daily work schedule. Supply all necessary equipment, materials and supplies. Independent Contractor will not rely on the equipment or offices of Company for completion of tasks and duties set forth pursuant to this Agreement. Any advice given Independent Contractors regarding the scope of work shall be considered a suggestion only, not an instruction. Company retains the right to inspect, stop, or alter the work of Independent Contractor to assure its conformity with this Agreement. ASSURANCE OF SERVICES Independent Contractor will assure that the following individuals (the \"Key Employees\") will be available to perform, and will perform, the Services hereunder until they are completed (identify by title and name as applicable): [Name of Key Employee, Title] [Name of Key Employee, Title] The Key Employees may be changed only with the prior written approval of the Company, which approval shall not be unreasonably withheld. COMPENSATION Independent Contractor shall be entitled to compensation for performing those tasks and duties related to the Scope of Work as follows: [Describe] Such compensation shall become due and payable to Independent Contractor in the following time, place, and manner: [Describe] NOTICE CONCERNING WITHHOLDING OF TAXES Independent Contractor recognizes and understands that it will receive a [specify tax] statement and related tax statements, and will be required to file corporate and/or individual tax returns and to pay taxes in accordance with all provisions of applicable Federal and State law. Independent Contractor hereby promises and agrees to indemnify the Company for any damages or expenses, including attorney's fees, and legal expenses, incurred by the Company as a result of independent contractor's failure to make such required payments. AGREEMENT TO WAIVE RIGHTS TO BENEFITS Independent Contractor hereby waives and foregoes the right to receive any benefits given by Company to its regular employees, including, but not limited to, health benefits, vacation and sick leave benefits, profit sharing plans, etc. This waiver is applicable to all non-salary benefits which might otherwise be found to accrue to the Independent Contractor by virtue of their services to Company, and is effective for the entire duration of Independent Contractor's agreement with Company. This waiver is effective independently of Independent Contractor's employment status as adjudged for taxation purposes or for any other purpose. Neither this Agreement, nor any duties or obligations under this Agreement may be assigned by either party without the consent of the other. TERMINATION This Agreement may be terminated prior to the completion or achievement of the Scope of Work by either party giving [number] days written notice. Such termination shall not prejudice any other remedy to which the terminating party may be entitled, either by law, in equity, or under this Agreement. NON-DISCLOSURE OF TRADE SECRETS, CUSTOMER LISTS AND OTHER PROPRIETARY INFORMATION Independent Contractor agrees not to disclose or communicate, in any manner, either during or after Independent Contractor's agreement with Company, information about Company, its operations, clientele, or any other information, that relate to the business of Company including, but not limited to, the names of its customers, its marketing strategies, operations, or any other information of any kind which would be deemed confidential, a trade secret, a customer list, or other form of proprietary information of Company. Independent Contractor acknowledges that the above information is material and confidential and that it affects the profitability of Company. ","Independent Contractor Agreement","6",62,"https://templates.business-in-a-box.com/imgs/1000px/independent-contractor-agreement-D160.png","https://templates.business-in-a-box.com/imgs/250px/160.png","https://templates.business-in-a-box.com/svgs/docviewerWebApp1.html?v6#160.xml",{"title":6,"description":6},[128],{"label":129,"url":130},"Consultant & Contractors","consulting-contractor-business","independent contractor agreement","/template/independent-contractor-agreement-D160",{"description":134,"descriptionCustom":6,"label":135,"pages":136,"size":137,"extension":10,"preview":138,"thumb":139,"svgFrame":140,"seoMetadata":141,"parents":142,"keywords":146,"url":147},"EMPLOYMENT AGREEMENT FOR AN EXECUTIVE This Employment Agreement for an Executive (the \"Agreement\") is made and effective this [Date], BETWEEN: [EXECUTIVE NAME] (the \"Executive\"), an individual with his main address at: AND: [COMPANY NAME] (the \"Company\"), an entity organized and existing under the laws of the [STATE/PROVINCE], with its head office located at: Recitals In consideration of the covenants and agreements herein contained and the moneys to be paid hereunder, the Company hereby employs the Executive and the Executive hereby agrees to perform services as an Executive of the Company, upon the following terms and conditions: TERM The Company hereby employs Executive to serve as [position] and to serve in such additional or different position or positions as the Company may determine in its sole discretion. The term of employment shall be for a period of [NUMBER] years (\"Employment Period\") to commence on [DATE], unless earlier terminated as set forth herein. The effective date of this Agreement shall be the date first set forth above, and it shall continue in effect until the earlier of: The effective date of any subsequent employment agreement between the Company and the Executive; The effective date of any termination of employment as provided elsewhere herein; or [NUMBER] year(s) from the effective date hereof, provided, that this Employment Agreement shall automatically renew for successive periods of [NUMBER] years each unless either party gives written notice to other that it does not wish to automatically renew this Agreement, which written notice must be received by the other party no less than [NUMBER] days and no more than [NUMBER] days prior to the expiration of the applicable term. Duties and Responsibilities Executive will be reporting to [IDENTIFY]. Within the limitations established by the By-laws of the Company, the Executive shall have each and all of the duties and responsibilities of that position and such other or different duties on behalf of the Company, as may be assigned from time to time by [identify what person or body may assign additional responsibilities]. Location The initial principal location at which Executive shall perform services for the Company shall be [location]. Acceptance of Employment Executive accepts employment with the Company upon the terms set forth above and agrees to devote all Executive's time, energy and ability to the interests of the Company, and to perform Executive's duties in an efficient, trustworthy and business-like manner. Devotion of Time to Employment The Executive shall devote the Executive's best efforts and substantially all of the Executive's working time to performing the duties on behalf of the Company. The Executive shall provide services during the normal business hours of the Company as determined by the Company. Reasonable amounts of time may be allotted to personal or outside business, charitable and professional activities and shall not constitute a violation of this Agreement provided such activities do not materially interfere with the services required to be rendered hereunder. QUALIFICATIONS The Executive shall, as a condition of this Agreement, satisfy all of the qualification that are reasonably and in good faith established by the Board of Directors. Compensation Base Salary Executive shall be paid a base salary (\"Base Salary\") at the annual rate of [salary], payable in bi-weekly installments consistent with Company's payroll practices. The annual Base Salary shall be reviewed on or before [DATE] of each year, unless Executive's employment hereunder shall have been terminated earlier pursuant to this Agreement, starting on [agreed upon date] by the Board of Directors of the Company to determine if such Base Salary should be increased for the following year in recognition of services to the Company. In consideration of the services under this Agreement, Executive shall be paid the aggregate of basic compensation, bonus and benefits as hereinafter set forth. Payment Payment of all compensation to Executive hereunder shall be made in accordance with the relevant Company policies in effect from time to time, including normal payroll practices. Bonus From time to time, the Company may pay to Executive a bonus out of net revenues of the Company. Payment of any bonus compensation shall be at the sole discretion of the Board of Directors or the Executive committee of the Board of Directors and the Executive shall have no entitlement to such amount absent a decision by the Company as aforesaid to make such bonus compensation. Executive shall also be entitled to a bonus determined as follows: [DESCRIBE] Benefits The Company shall provide Executive with such benefits as are provided to other senior management Of the Company. Benefits shall include at a minimum (i) paid vacation of [NUMBER] days per year, at such times as approved by the Board of Directors, (ii) health insurance coverage under the same terms as offered to other Executives of the Company, (iii) retirement and profit sharing programs as offered to other Executives of the Company, (iv) paid holidays as per the Company's policies, and (v) such other benefits and perquisites as are approved by the Board of Directors. The Company has the right to modify conditions of participation, terminate any benefit, or change insurance plans and other providers of such benefits in its sole discretion. The Executive shall be reimbursed for out of pocket expenses that are pre-approved by the Company, subject to the Company's policies and procedures therefore, and only for such items that are a necessary and integral part of the Executive's job functions. NonDeductible Compensation In the event a deduction shall be disallowed by the Internal Revenue Service or a court of competent jurisdiction for federal income tax purposes for all or any part of the payment made to Executive by the Company or any other shareholder or Executive of the Company, shall be required by the Internal Revenue Service to pay a deficiency on account of such disallowance, then Executive shall repay to the Company or such other individual required to make such payment, an amount equal to the tax imposed on the disallowed portion of such payment, plus any and all interest and penalties paid with respect thereto. The Company or other party required to make payment shall not be required to defend any proposed disallowance or other action by the Internal Revenue Service or any other state, federal, or local taxing authorities. Withholding All sums payable to Executive under this Agreement will be reduced by all federal, state, local, and other withholdings and similar taxes and payments required by applicable law. Other Employment Benefits Business Expenses Upon submission of itemized expense statements in the manner specified by the Company, Executive shall be entitled to reimbursement for reasonable travel and other reasonable business expenses duly incurred by Executive in the performance of his duties under this Agreement. Benefit Plans Executive shall be entitled to participate in the Company's medical and dental plans, life and disability insurance plans and retirement plans pursuant to their terms and conditions. Executive shall be entitled to participate in any other benefit plan offered by the Company to its Executives during the term of this Agreement (other than stock option or stock incentive plans, which are governed by Section 3(d) below). Nothing in this Agreement shall preclude the Company or any affiliate of the Company from terminating or amending any Executive benefit plan or program from time to time. Vacation Executive shall be entitled to [agreed upon number of time] weeks of vacation each year of full employment, exclusive of legal holidays, as long as the scheduling of Executive's vacation does not interfere with the Company's normal business operations.","Employment Agreement Executive","12",97,"https://templates.business-in-a-box.com/imgs/1000px/employment-agreement_executive-D543.png","https://templates.business-in-a-box.com/imgs/250px/543.png","https://templates.business-in-a-box.com/svgs/docviewerWebApp1.html?v6#543.xml",{"title":6,"description":6},[143,144,145],{"label":18,"url":99},{"label":21,"url":101},{"label":24,"url":116},"employment agreement executive","/template/employment-agreement-executive-D543",{"description":149,"descriptionCustom":6,"label":150,"pages":151,"size":9,"extension":10,"preview":152,"thumb":153,"svgFrame":154,"seoMetadata":155,"parents":157,"keywords":156,"url":160},"FIXED-TERM AGREEMENT This Fixed-Term Agreement (the \"Agreement\") is effective [DATE], BETWEEN: [COMPANY NAME], (the \"Company\") a company organized and existing under the laws of the [State/Province] of [STATE/PROVINCE] with its head office located at: [YOUR COMPLETE ADDRESS] AND: [EMPLOYEE NAME], (the \"Employee\") an individual with his main address located at: [YOUR COMPLETE ADDRESS] Collectively, the Company and Employee shall be referred to as the \"Parties.\" WHEREAS, the Company has offered employment to the Employee in the capacity of [SPECIFY CAPACITY OF EMPLOYEE] in the Company; WHEREAS, the Employee is desirous of and is willing to be employed by the Company in such capacity; NOW, THEREFORE, the Parties agree as follows: DEFINITIONS \"Agreement\" and \"this Agreement\" shall mean this Fixed-Term Agreement and all attached annexures and instruments supplemental to or amending, modifying or confirming this Agreement, in accordance with the provisions of this Agreement. \"Company\" shall have the meaning given to such expression in paragraph 1 of the introduction of the Parties. \"Confidential Information\" includes any trade/business secret, technical knowledge or know-how, financial information, plans, customer lists, pricing policies and procedures, marketing data, research and development data, product data, any formula pattern or compilation of information used in the business of the Company or any clients thereof or their affairs. \"Intellectual Property\" means all intellectual and industrial property and all rights therein, including, without limiting the generality of the foregoing, all inventions (whether patentable or not, and whether or not patent protection has been applied for or granted), improvements, developments, discoveries, proprietary information, trademarks, trademark applications, trade names, websites, Internet domain names, logos, slogans, know-how, trade secrets, processes, designs (whether or not registerable and whether or not design rights subsist in them), works in which copyright may subsist (including computer software and preparatory and design materials therefor). \"Month\" means a calendar month. \"Working Day\" means any day excluding Saturdays, Sundays, and statutory holidays. \"Customer(s)\"/\"Clients\" shall mean any individual, corporation, partnership, business, or other entity, whether for-profit or not-for-profit, whose existence and business is known to the Employee as a result of the Employee's access to the Company's business information, Confidential Information, customer lists, customer account information or any other source of information the Employee has access to during its employment. TERM This is a Fixed-Term Agreement. This Agreement will commence on [SPECIFY DATE] and will end on [SPECIFY DATE]. FIXED-TERM APPOINTMENT The Company hereby offers appointment to the Employee for a Fixed Term to serve the Company in the capacity of [CAPACITY OF EMPLOYEE], with effect from [SPECIFY DATE] (the \"Effective Date\") until [SPECIFY DATE]. The Company may conduct a background and a medical check on the Employee, who hereby agrees and assents to the aforesaid offer being made subject to the satisfactory completion of the same. The Employee shall perform their duties at [SPECIFY ADDRESS]. The Employee warrants that, by entering into this Agreement and performing obligations hereunder, the Employee will not be in breach of any terms or obligations under any subsisting agreement, written or oral, with any third party. Notice Period. The Employee will be required to give [NUMBER OF MONTHS] months' notice or salary thereof in case the Employee decides to leave the Company's services. In the event of the Employee having any incomplete assignment, the Company will have the discretion to relieve the Employee only at the end of the [NUMBER OF MONTHS] months' notice period. Similarly, the Company can terminate the Employee's services by giving the Employee [NUMBER OF MONTHS] months' notice or salary thereof. The Company may terminate the Employee's services immediately on disciplinary grounds. Standard Office Hours. The Company's core hours of operation are from [OFFICE HOURS]. DUTIES AND POWERS The Employee's job description and general responsibilities shall be as set forth in \"Annexure A\" and shall include such further duties and responsibilities as the Company may delegate from time to time. The roles and duties of the Employee are not limited to the ones listed in Annexure A, and the same can be modified or altered as per the decision of the Company. The Employee shall perform all such duties as may be delegated by the Company and comply with all such directions as the Officers of the Company and/or his/her nominated deputies may from time to time assign or give to the Employee. The Employee shall, during the Term of this Agreement (unless prevented by ill health or accident or as otherwise agreed by the Company in writing), devote his time and attention and abilities to the employment with the Company and shall use best endeavours to promote and protect the Company's general interests and welfare. The Parties shall fulfill all their obligations by being compliant with the applicable laws. REMUNERATION The Employee shall be paid [SPECIFY MONTHLY SALARY] on a monthly basis. The said salary shall be paid on [DAY] day of each month to the Employee by the Company. The Employee's salary shall be paid through [MODE OF TRANSFER]. The Employee's salary and other benefits shall be subject to compulsory statutory and other deductions, including tax and other contributions that are to be held by the Employee in STATE/PROVINCE]. LEAVE AND HOLIDAYS The Employee shall be entitled to leave in a year as per the leave policy of the Company, which is annexed as Annexure B to the present Agreement. NON-DISCLOSURE, NON-SOLICITATION AND CONFIDENTIALITY As Confidential Information will from time to time become known to the Employee, the Company considers and the Employee agrees that the restraints set forth in this Agreement (on which the Employee has had the opportunity to take independent legal advice) are necessary for the reasonable protection by the Company of its business or the business of the Group, the clients thereof or their respective affairs. The Employee shall not at any time, either during the continuance of or after the termination of employment with the Company, use, disclose or communicate to any person whatsoever any Confidential Information which the Employee has or of which he may have become possessed during the Employee's employment with the Company, nor shall he supply the names or addresses of any clients, customers, vendors or agents of the Company to any person except as authorised by the Company or as ordered by a court of competent jurisdiction. The Employee consents to the Company holding and processing, both electronically and manually, the data it collects in the course of his employment, for the purpose of the Company's administration and management of its employees, its business, and to comply with applicable procedures, laws and regulations. The Employee agrees that he will not at any time during the continuance of employment or on expiry or on termination/cessation of employment with the Company or thereafter, issue any statements to the press (whether oral or written) which have not directly been authorised by the Company. The obligations under this clause shall survive the termination or expiration of this Agreement, and any disclosure of the Confidential Information by the Employee intentionally or unintentionally shall constitute a material breach of the present Agreement, thereby making the Employee liable for the legal action that may be taken by the Company in this regard.","Fixed Term Contract","9","https://templates.business-in-a-box.com/imgs/1000px/fixed-term-contract-D13225.png","https://templates.business-in-a-box.com/imgs/250px/13225.png","https://templates.business-in-a-box.com/svgs/docviewerWebApp1.html?v6#13225.xml",{"title":156,"description":6},"fixed term contract",[158,159],{"label":24,"url":116},{"label":24,"url":116},"/template/fixed-term-contract-D13225",{"description":162,"descriptionCustom":6,"label":163,"pages":164,"size":9,"extension":10,"preview":165,"thumb":166,"svgFrame":167,"seoMetadata":168,"parents":170,"keywords":169,"url":175},"REMOTE WORK AGREEMENT This Remote Work Agreement (the \"Agreement\") is effective [DATE], BETWEEN: [NAME OF THE EMPLOYER], (the \"Employer\" or \"Company\"), a Company organized and existing under the laws of the [State/Province] of [STATE/PROVINCE], with its head office located at: [COMPLETE ADDRESS] AND: [NAME OF THE EMPLOYEE], (the \"Employee\"), an individual with their main address located at: [COMPLETE ADDRESS] Collectively, the Employer and the Employee shall be referred to as the \"Parties.\" WHEREAS, the Company has made an offer to the Employee to work remotely in the capacity of [JOB TITLE] at the Company; NOW THEREFORE in consideration and as a condition of the Parties entering into this Agreement and other valuable considerations, the receipt and sufficiency of which consideration is acknowledged, the Parties agree as follows: APPOINTMENT The Company hereby offers the Employee appointment, and the Employee agrees to serve the Company to work remotely in the capacity of [JOB TITLE] as of [DATE] (the \"Effective Date\"). PROBATION PERIOD The Employee will be on a Probation Period for a period of [MONTHS/DAYS]. The Employee's confirmation as a permanent employee is subject to the Employee making a positive contribution to the Company and is further subject to meeting certain standards and qualifying criteria during the Probation Period. PLACE OF WORK The Employee shall perform their duties at the location of their choice. The Employee will report to the [SPECIFY THE DESIGNATION] on a needs basis in the following manner: [SPECIFY THE MANNER OF COMMUNICATION]. REMOTE WORK While working remotely, the Employee will remain accessible during the remote work. The Employee will check in with the supervisor to discuss status and open issues and be available for video/teleconferences, scheduled on an as-needed basis. The Employee will take rest and meal breaks while working remotely in full compliance with all applicable policies or collective bargaining agreements, and request supervisor approval to use vacation or sick leave. To ensure that the Employee's performance will not suffer in a remote work arrangement, the Employee is advised to choose a quiet and distraction-free working space, have an internet connection that is adequate for their job and dedicate their full attention to their job duties during working hours. Equipment. The Company will provide the Employee with equipment that is essential to their job duties, like laptops and headsets. The Employee will install VPN and company-required software when the Employee receives their equipment. The Employee must keep their equipment password protected, follow all data encryption, protection standards and settings, and refrain from downloading suspicious, unauthorized or illegal software. NOTICE PERIOD During the Probation Period, if the Employee's performance is found to be unsatisfactory or if it does not meet the prescribed criteria, the Employee's employment can be terminated by the Company with [NUMBER OF DAYS] day's notice or salary thereof. The Employee will be required to give [NUMBER OF MONTHS] months' notice or salary thereof in case the Employee decides to leave the Company. DUTIES The Employee shall perform all such duties as may be delegated by the Company and comply with all such directions as the Managing Director and/or his/her nominated deputies may from time to time assign or give to the Employee. [SPECIFY DUTIES] WORKING HOURS The total working hours will be [SPECIFY HOURS] hours on Mondays to Saturdays. It is expected that the Employee will be flexible with the working hours and work such additional hours as might be necessary to efficiently perform duties under this Agreement. The Company reserves the right to change the working days and the working hours. The Employee shall be entitled to leave and holidays as per the Leave Policy of the Company. In the event the Employee is absent from work and unable to perform duties satisfactorily by reason of any injury, illness or other reason acceptable to the Company, the Employee will be entitled to receive salary and other benefits for up to [NUMBER OF DAYS] consecutive working days during any such absence, within a period of 12 consecutive months. REMUNERATION The Employee's starting total monthly gross salary and during the Probation Period will be as per details in the annexure, hereinafter known as Exhibit A. Any bonus is subject to review in accordance with the Company's practice and policies from time to time, however, there shall be no obligation on the Company to increase the salary or award bonuses at any point of time, save and except at its sole discretion. The Company shall pay or refund or procure to be paid or refunded all reasonable travelling and other similar out of pocket expenses necessarily and incurred by the Employee wholly in the proper performance of duties, subject to production by the Employee of such evidence of the expenses as the Company may reasonably require. The Employee will be required to fill in the claims forms in which the Employee shall provide the correct information of the expenses incurred. CONFIDENTIALITY AND INTELLECTUAL PROPERTY If at any time during the Employee's employment under this Agreement, the Employee participates in the making or discovery of any Intellectual Property directly or indirectly relating to or capable of being used by the Company, full details of the Intellectual Property shall immediately be disclosed in writing by the Employee to the Company and the Intellectual Property shall be the absolute property of the Company. At the request and expense of the Company, the Employee shall give and supply all such information, data, drawings, and assistance as may be necessary or in the opinion of the Company desirable to enable the Company to exploit the Intellectual Property to the best advantage as decided by the Company. The Employee shall execute all documents and do all things which may, in the opinion of the Company, be necessary or desirable for obtaining copyright, design or other protection for the Intellectual Property and for vesting the same in the Company, as the Company may direct. As Confidential Information will from time to time become known to the Employee, the Company considers and the Employee agrees that the restraints set forth in this Agreement are necessary for the reasonable protection by the Company of its business or the business of the Group, the clients thereof or their respective affairs. The Employee shall not at any time, either during the continuance of or after the termination of Employment with the Company, use, disclose or communicate to any person whatsoever any Confidential Information which the Employee has or of which he may have become possessed during employment with the Company nor shall he supply the names or addresses of any clients, customers, vendors or agents of the Company or any company of the Group to any person except as authorised by the Company or as ordered by a court of competent jurisdiction. The Employee consents to the Company holding and processing, both electronically and manually, the data it collects relating to the Employee in the course of employment, for the purpose of the Company's administration and management of its employees, its business and to comply with applicable procedures, laws and regulations. ","Remote Work Agreement","8","https://templates.business-in-a-box.com/imgs/1000px/remote-work-agreement-D13282.png","https://templates.business-in-a-box.com/imgs/250px/13282.png","https://templates.business-in-a-box.com/svgs/docviewerWebApp1.html?v6#13282.xml",{"title":169,"description":6},"remote work agreement",[171,172],{"label":18,"url":99},{"label":173,"url":174},"Company Policies","company-policies","/template/remote-work-agreement-D13282",false,{"seo":178,"reviewer":190,"legal_disclaimer":194,"quick_facts":195,"at_a_glance":197,"personas":201,"variants":226,"glossary":254,"clauses":288,"how_to_fill":339,"common_mistakes":380,"faqs":405,"industries":436,"comparisons":461,"diy_vs_lawyer":473,"jurisdictions":486,"related_template_ids_curated":507,"schema":514,"classification":515},{"meta_title":179,"meta_description":180,"primary_keyword":181,"secondary_keywords":182},"Non Disclosure and Non Compete Agreement Template | BIB","Free non disclosure and non compete agreement template. Protects trade secrets and restricts competition. Download in Word, edit online, or export as PDF.","non disclosure and non compete agreement template",[183,184,185,186,187,188,189],"nda and non compete agreement","non disclosure non compete template word","combined nda non compete agreement","confidentiality and non compete agreement","non compete non disclosure agreement free","non disclosure agreement with non compete clause","nda non compete template download",{"name":191,"credential":192,"reviewed_date":193},"Bruno Goulet","CEO, Business in a Box","2026-05-02",true,{"difficulty":196,"legal_review_recommended":194,"signature_required":194,"notarization_required":176},"advanced",{"what_it_is":198,"when_you_need_it":199,"whats_inside":200},"A Non Disclosure and Non Compete Agreement is a legally binding contract that combines two protective mechanisms in a single document: a confidentiality obligation preventing the receiving party from disclosing sensitive business information, and a restriction preventing that party from competing against or soliciting from the disclosing party for a defined period and geography. This free Word download gives you a professionally structured template you can edit online and export as PDF for use with employees, contractors, business partners, or prospective buyers.\n","Use it before sharing proprietary information with anyone who could later use that knowledge to compete against you — including new hires, departing employees, consultants, co-founders, or parties in M&A discussions. It is particularly critical when the relationship involves access to trade secrets, client lists, pricing models, or product roadmaps.\n","Definitions of confidential information, confidentiality obligations and exclusions, permitted use restrictions, non-compete scope covering industry, geography, and duration, non-solicitation of customers and employees, IP ownership references, remedies and injunctive relief provisions, and governing law and dispute resolution.\n",[202,206,210,214,218,222],{"title":203,"use_case":204,"icon_asset_id":205},"Business owners hiring key employees","Protecting trade secrets and client relationships when onboarding senior staff","persona-small-business-owner",{"title":207,"use_case":208,"icon_asset_id":209},"Startup founders","Securing IP and competitive position before sharing details with co-founders or early hires","persona-startup-founder",{"title":211,"use_case":212,"icon_asset_id":213},"HR managers","Standardizing confidentiality and post-employment restrictions across the organization","persona-hr-manager",{"title":215,"use_case":216,"icon_asset_id":217},"Entrepreneurs in M&A discussions","Preventing a prospective buyer or partner from walking away with sensitive business data","persona-ceo",{"title":219,"use_case":220,"icon_asset_id":221},"Agencies and consultancies","Restricting contractors and subcontractors from soliciting agency clients directly","persona-agency",{"title":223,"use_case":224,"icon_asset_id":225},"Franchise operators","Protecting proprietary systems and preventing franchisees from launching competing operations","persona-franchise-applicant",[227,231,235,239,243,247,250],{"situation":228,"recommended_template":229,"slug":230},"Protecting confidential information only, with no competition restriction needed","Non-Disclosure Agreement (NDA)","non-disclosure-agreement-nda-D12692",{"situation":232,"recommended_template":233,"slug":234},"Restricting a departing employee from competing after termination","Non-Compete Agreement (standalone)","general-non-compete-agreement-D882",{"situation":236,"recommended_template":237,"slug":238},"Preventing a former employee from poaching clients or colleagues","Non-Solicitation Agreement","non-solicitation-agreement-D13849",{"situation":240,"recommended_template":241,"slug":242},"Full employment relationship with confidentiality and non-compete embedded","Employment Contract","employment-agreement_at-will-employee-D541",{"situation":244,"recommended_template":245,"slug":246},"Engaging a contractor who will access proprietary systems or client data","Independent Contractor Agreement with NDA","independent-contractor-agreement-D160",{"situation":248,"recommended_template":45,"slug":249},"Mutual disclosure between two businesses exploring a partnership","mutual-non-disclosure-agreement-D955",{"situation":251,"recommended_template":252,"slug":253},"Protecting trade secrets shared during a business sale process","Confidentiality Agreement (M&A)","confidentiality-agreement-D950",[255,258,261,264,267,270,273,276,279,282,285],{"term":256,"definition":257},"Confidential Information","Any non-public data, knowledge, or material disclosed by one party to another that is designated as confidential or would reasonably be understood to be confidential given its nature.",{"term":259,"definition":260},"Non-Compete Clause","A contractual restriction preventing the bound party from working for competitors or starting a competing business within a specified geography and time period.",{"term":262,"definition":263},"Non-Solicitation Clause","A restriction preventing a departing party from actively recruiting the other party's employees or approaching their customers for a defined period.",{"term":265,"definition":266},"Trade Secret","Proprietary business information — formulas, processes, client lists, pricing models — that has economic value because it is not publicly known and is actively protected.",{"term":268,"definition":269},"Receiving Party","The party who receives confidential information under the agreement and is bound by the confidentiality and non-compete obligations.",{"term":271,"definition":272},"Disclosing Party","The party who shares proprietary information and seeks protection from unauthorized disclosure or competitive use of that information.",{"term":274,"definition":275},"Permitted Purpose","The specific, limited use for which the receiving party is authorized to access and use the confidential information — any use outside this scope is a breach.",{"term":277,"definition":278},"Injunctive Relief","A court order compelling or preventing an action — typically sought when monetary damages are insufficient to remedy a breach, such as ongoing disclosure of trade secrets.",{"term":280,"definition":281},"Reasonable Restraint","The legal standard courts apply to non-compete clauses — a restriction must be no broader than necessary to protect a legitimate business interest to be enforceable.",{"term":283,"definition":284},"Garden Leave","A notice period during which the employee remains employed and paid but is kept away from clients, colleagues, and confidential systems — effectively extending the competitive restriction.",{"term":286,"definition":287},"Consideration","Something of value exchanged between parties that makes a contract legally binding — for post-employment agreements, this must be more than the promise of continued employment alone in many jurisdictions.",[289,294,299,304,309,314,319,324,329,334],{"name":290,"plain_english":291,"sample_language":292,"common_mistake":293},"Parties and Recitals","Identifies the disclosing party and receiving party by their full legal names and establishes the business context or relationship that necessitates the agreement.","This Non Disclosure and Non Compete Agreement ('Agreement') is entered into as of [DATE] by and between [DISCLOSING PARTY LEGAL NAME] ('Disclosing Party') and [RECEIVING PARTY LEGAL NAME] ('Receiving Party') in connection with [DESCRIPTION OF RELATIONSHIP OR PURPOSE].","Using a trade name or 'doing business as' name instead of the registered legal entity name — if enforcement is needed, the party named must match the legal entity that can be sued.",{"name":295,"plain_english":296,"sample_language":297,"common_mistake":298},"Definition of Confidential Information","Defines precisely what information is protected, including categories such as financial data, technical specifications, client lists, pricing, and business strategies, and specifies how information is designated as confidential.","'Confidential Information' means any non-public information disclosed by the Disclosing Party relating to its [business operations / technology / clients / financials], whether disclosed orally, in writing, or by any other means, and whether or not marked 'Confidential.'","Defining confidential information so broadly — 'everything we discuss' — that courts find it unenforceable, or so narrowly that key trade secrets fall outside its scope.",{"name":300,"plain_english":301,"sample_language":302,"common_mistake":303},"Confidentiality Obligations","States that the receiving party must hold the confidential information in strict confidence, use it only for the permitted purpose, and limit disclosure to those with a need to know.","Receiving Party shall: (a) hold all Confidential Information in strict confidence; (b) use Confidential Information solely for [PERMITTED PURPOSE]; (c) disclose Confidential Information only to employees or advisors who have a need to know and are bound by equivalent confidentiality obligations.","Failing to require the receiving party to bind their own employees and subcontractors to equivalent obligations — a breach by a third party the receiving party engaged is still the receiving party's liability.",{"name":305,"plain_english":306,"sample_language":307,"common_mistake":308},"Exclusions from Confidentiality","Carves out information that the receiving party has no obligation to protect — typically information already public, independently developed, or received from a third party without restriction.","Obligations under this Agreement do not apply to information that: (a) is or becomes publicly available through no fault of the Receiving Party; (b) was already known to the Receiving Party prior to disclosure; (c) is independently developed by the Receiving Party without use of Confidential Information; or (d) is received from a third party without confidentiality restriction.","Omitting the exclusions clause entirely — without it, the agreement may be challenged as unreasonably broad, and the receiving party loses the ability to use legitimately public information freely.",{"name":310,"plain_english":311,"sample_language":312,"common_mistake":313},"Non-Compete Restriction","Prevents the receiving party from engaging in a competing business, working for a named list of competitors, or starting a rival operation within a defined geographic area and time period.","For a period of [DURATION] following the termination of this Agreement or the Receiving Party's relationship with the Disclosing Party, Receiving Party shall not, within [GEOGRAPHIC AREA], directly or indirectly engage in, own, manage, or provide services to any business that competes with [DISCLOSING PARTY'S BUSINESS DESCRIPTION].","Using a single non-compete template for all roles regardless of seniority — a broad geographic restriction and 24-month duration applied to an entry-level role is routinely voided by courts.",{"name":315,"plain_english":316,"sample_language":317,"common_mistake":318},"Non-Solicitation of Customers and Employees","Prohibits the receiving party from approaching the disclosing party's customers, clients, or employees for a defined period after the relationship ends.","For [DURATION] following termination, Receiving Party shall not: (a) solicit, contact, or do business with any customer or prospective customer of Disclosing Party with whom Receiving Party had contact during the relationship; or (b) recruit, hire, or induce any employee of Disclosing Party to leave their employment.","Drafting the non-solicitation as a blanket ban on any contact with any customer of the company — including customers the receiving party has never interacted with — making it overbroad and unenforceable.",{"name":320,"plain_english":321,"sample_language":322,"common_mistake":323},"Permitted Use and Return of Materials","Limits the receiving party to using confidential information only for the stated purpose, and requires return or destruction of all confidential materials upon termination or request.","Upon termination of this Agreement or upon written request, Receiving Party shall promptly return or certifiably destroy all Confidential Information and any copies thereof, and shall provide written certification of such destruction upon request.","No return-or-destroy obligation — without this clause, the receiving party legally retains copies of all shared materials indefinitely after the relationship ends.",{"name":325,"plain_english":326,"sample_language":327,"common_mistake":328},"Remedies and Injunctive Relief","Acknowledges that breach would cause irreparable harm not compensable by money alone, and entitles the disclosing party to seek an injunction without posting bond in addition to other legal remedies.","The Receiving Party acknowledges that breach of this Agreement would cause irreparable harm to Disclosing Party for which monetary damages would be inadequate. Disclosing Party shall be entitled to seek injunctive or equitable relief without the requirement to post bond, in addition to all other remedies available at law.","Relying solely on a damages clause without an injunctive relief provision — by the time a lawsuit for damages is resolved, a competitor has already used your trade secrets to capture market share.",{"name":330,"plain_english":331,"sample_language":332,"common_mistake":333},"Term and Termination","Sets the duration of the confidentiality obligation and the non-compete period, specifying which obligations survive termination of the agreement or the underlying relationship.","This Agreement shall remain in effect for [TERM]. The confidentiality obligations shall survive termination for a period of [X] years. The non-compete obligations shall apply for [DURATION] following the end of the Receiving Party's relationship with Disclosing Party, regardless of the reason for termination.","Using the same duration for confidentiality and the non-compete — trade secret protection is often perpetual or very long-term, while non-compete periods longer than 12–24 months are frequently challenged.",{"name":335,"plain_english":336,"sample_language":337,"common_mistake":338},"Governing Law and Dispute Resolution","Specifies which jurisdiction's law governs the agreement and the forum or mechanism for resolving disputes — arbitration, mediation, or litigation in a named court.","This Agreement shall be governed by the laws of [STATE / PROVINCE / COUNTRY], without regard to conflict-of-laws principles. Any dispute arising under this Agreement shall be resolved by [binding arbitration / litigation] in [CITY / JURISDICTION], and the parties consent to exclusive jurisdiction in that forum.","Choosing a governing law state primarily for its business-friendly reputation without considering that courts in the employee's work location may apply local law anyway — particularly in California, which voids most non-competes regardless of what the contract specifies.",[340,345,350,355,360,365,370,375],{"step":341,"title":342,"description":343,"tip":344},1,"Identify both parties with their full legal names","Enter the registered legal name of the disclosing party (your business) and the receiving party (employee, contractor, or partner). Confirm the entity type — LLC, corporation, sole proprietor, or individual.","Cross-reference your state or provincial corporate registry to confirm the exact registered name before execution — a name mismatch can void enforcement.",{"step":346,"title":347,"description":348,"tip":349},2,"Define confidential information with specific categories","List the specific categories of information you are protecting — client lists, pricing models, source code, financial projections, product formulas. Avoid both 'all information' (overbroad) and named documents only (too narrow).","Include both written and oral disclosures in the definition — deals frequently involve verbal conversations that fall outside agreements limited to written materials.",{"step":351,"title":352,"description":353,"tip":354},3,"Set the non-compete scope: geography, industry, and duration","Define the geographic area (city, state, country, or radius in miles/km), the specific business activities that are restricted, and the duration following the end of the relationship. Match the scope to the receiving party's actual role and access.","For a sales representative with a regional territory, a 50-mile radius and 12-month restriction is more defensible than a nationwide, 24-month ban.",{"step":356,"title":357,"description":358,"tip":359},4,"Draft the non-solicitation terms for customers and employees","Specify which customers are covered — typically those the receiving party had direct contact with — and limit the employee non-solicit to active solicitation rather than a ban on hiring anyone who applies independently.","A non-solicitation limited to customers the receiving party actually serviced is consistently upheld; a ban on all contact with any company customer is frequently voided.",{"step":361,"title":362,"description":363,"tip":364},5,"State the permitted purpose for confidential information","Write a single, specific sentence describing the only authorized use for the shared information — for example, 'evaluating a potential employment relationship' or 'performing software development services under Statement of Work #[X].'","A vague permitted purpose like 'business purposes' defeats the clause — the more specific the use case, the easier a breach is to prove.",{"step":366,"title":367,"description":368,"tip":369},6,"Include the return-or-destroy obligation with a deadline","Require the receiving party to return all confidential materials — physical and digital — or provide written certification of destruction within a specific number of days of termination or request.","Specify that electronic copies, backups, and cloud storage are included in the return-or-destroy obligation — most breaches today involve digital files, not paper documents.",{"step":371,"title":372,"description":373,"tip":374},7,"Select the governing law based on the receiving party's location","Choose the jurisdiction where the receiving party primarily works, not where your business is incorporated. Courts in the receiving party's jurisdiction will typically apply local employment law regardless of the contract's choice-of-law clause.","If the receiving party works in California, Minnesota, or North Dakota, consult a lawyer before finalizing — these states ban or severely restrict non-competes.",{"step":376,"title":377,"description":378,"tip":379},8,"Execute before the relationship begins and retain a signed copy","Both parties must sign before the employee starts work, the contractor accesses systems, or the confidential information is shared. Post-commencement signatures require fresh consideration in common-law jurisdictions to be enforceable.","Use a timestamped eSignature platform so the execution date is documented and cannot later be disputed.",[381,385,389,393,397,401],{"mistake":382,"why_it_matters":383,"fix":384},"Applying the same agreement regardless of role seniority","A broad geographic non-compete and long duration applied to a junior employee with limited competitive knowledge is routinely voided by courts — and in some jurisdictions, an unenforceable clause taints the entire agreement.","Calibrate the non-compete scope — geography, restricted activities, and duration — to the receiving party's actual access to sensitive information and competitive exposure.",{"mistake":386,"why_it_matters":387,"fix":388},"Signing the agreement after the relationship has already started","In common-law jurisdictions including the US, Canada, and the UK, a contract signed after an employee or contractor has already begun work lacks fresh consideration — making the restrictive covenants potentially unenforceable.","Execute the agreement on or before day one of the relationship, or provide documented additional compensation — a signing bonus, salary increase, or additional PTO — as consideration for a later-executed agreement.",{"mistake":390,"why_it_matters":391,"fix":392},"Choosing a governing law state to avoid local restrictions","California, Minnesota, and several other states apply their own employment law to any employee working in their jurisdiction, voiding out-of-state choice-of-law clauses for non-competes.","Select the governing law based on where the receiving party actually works, and review local enforceability before finalizing the restriction language.",{"mistake":394,"why_it_matters":395,"fix":396},"No injunctive relief clause","A breach of confidentiality or non-compete — disclosure of trade secrets to a competitor, or immediate departure to a rival — causes harm that unfolds in real time. A damages-only remedy is often useless because the harm is already done before the lawsuit concludes.","Include explicit language entitling the disclosing party to seek a temporary restraining order or preliminary injunction without bond, in addition to monetary damages.",{"mistake":398,"why_it_matters":399,"fix":400},"Defining the non-solicitation as a blanket ban on all company customers","Courts consistently reject non-solicitation clauses that prevent a departing employee from contacting any customer of the business, including customers they never worked with, as an unreasonable restraint on trade.","Limit the non-solicitation to customers or prospective customers the receiving party had actual contact with or received confidential information about during the relationship.",{"mistake":402,"why_it_matters":403,"fix":404},"Omitting the exclusions from confidentiality","Without standard exclusions for publicly available information, independently developed knowledge, and third-party disclosures, the receiving party cannot freely use information they already knew or that is in the public domain — making the clause commercially unworkable.","Include the four standard exclusions: publicly available information, previously known information, independently developed information, and third-party disclosures without restriction.",[406,409,412,415,418,421,424,427,430,433],{"question":407,"answer":408},"What is a non disclosure and non compete agreement?","A non disclosure and non compete agreement is a single contract that combines confidentiality protections with a restriction on competitive activity. The confidentiality section prevents the receiving party from disclosing or misusing the disclosing party's proprietary information. The non-compete section prevents the receiving party from working for competitors or launching a competing business for a defined period and within a defined geography after the relationship ends. Combining both in one document is common for employment, contractor, and M&A contexts where both risks are present simultaneously.\n",{"question":410,"answer":411},"Is a non disclosure and non compete agreement enforceable?","Enforceability depends on jurisdiction and the reasonableness of the specific restrictions. Confidentiality clauses are generally enforceable in most jurisdictions when the definition of confidential information is specific and the obligation is proportionate. Non-compete clauses face greater scrutiny — California, Minnesota, and North Dakota ban most post-employment non-competes, and courts in most other states will void restrictions that are unreasonable in geographic scope, duration, or breadth of restricted activity. A restriction that is narrowly tailored to the receiving party's actual competitive knowledge is more consistently upheld than a broad, one-size-fits-all clause.\n",{"question":413,"answer":414},"What is the difference between a non-disclosure agreement and a non-compete agreement?","A non-disclosure agreement (NDA) restricts what the receiving party can say or share — it governs the use of information. A non-compete agreement restricts where the receiving party can work or what business they can operate — it governs competitive behavior. Both protect legitimate business interests, but from different angles. An NDA alone does not prevent someone from taking a job at a competitor; a non-compete alone does not prevent them from sharing your trade secrets. Combined, they address both risks.\n",{"question":416,"answer":417},"Can I include both confidentiality and non-compete in a single agreement?","Yes, and it is common practice. A combined agreement is practical when the disclosing party faces both the risk of information leakage and the risk of direct competition from the receiving party — for example, with a senior employee, a key contractor, or a business partner in an exploratory discussion. The two sets of obligations are independent: even if a court narrows or voids the non-compete clause, the confidentiality obligations typically remain enforceable.\n",{"question":419,"answer":420},"How long can a non-compete restriction last?","Most courts that enforce non-competes consider 6 to 12 months reasonable for most roles, and up to 24 months for senior executives or roles with deep access to trade secrets and key client relationships. Restrictions longer than 24 months are frequently voided as unreasonable. Duration should be proportionate to the time it would take the disclosing party to develop a new relationship or protect the competitively sensitive information disclosed.\n",{"question":422,"answer":423},"Does a non-compete apply to independent contractors?","Yes, non-compete and non-disclosure agreements can be used with independent contractors, and often should be — contractors may access the same sensitive information as employees. However, over-restricting a contractor's ability to work in their field can contribute to a worker misclassification argument. Non-solicitation clauses are often more appropriate than broad non-competes for contractors, as they target the specific risk — poaching clients — without restricting the contractor's broader market.\n",{"question":425,"answer":426},"What consideration is required for a non-compete to be enforceable?","In most jurisdictions, the promise of employment or a business relationship is sufficient consideration when the agreement is signed before the relationship begins. Agreements signed after employment has already started typically require fresh consideration — a bonus, salary increase, promotion, or additional benefits — to be enforceable. Some US states and Canadian provinces have specific statutory requirements about what constitutes adequate consideration, so reviewing local law before relying on a mid-employment agreement is advisable.\n",{"question":428,"answer":429},"Can a non-compete be enforced if the employee is terminated without cause?","This varies by jurisdiction. In some US states, courts will decline to enforce a non-compete against an employee who was laid off without cause, viewing it as inequitable. In others, the non-compete survives regardless of the reason for termination. In Canada, courts weigh the circumstances of termination heavily in assessing enforceability. To reduce exposure, consider limiting the non-compete obligation when termination is without cause, or providing garden leave compensation during the restriction period.\n",{"question":431,"answer":432},"What remedies are available if someone breaches a non-compete or NDA?","The disclosing party can seek injunctive relief to stop the breach immediately — a court order preventing the receiving party from continuing to compete or disclose. They can also claim compensatory damages for quantifiable losses caused by the breach, and in cases of willful misuse of trade secrets, potentially punitive damages or attorney's fees under statutes like the federal Defend Trade Secrets Act (DTSA) in the US. The injunctive relief provision in the agreement is critical because it allows the disclosing party to seek an emergency restraining order without first proving the full amount of damages.\n",{"question":434,"answer":435},"Do I need a lawyer to use this non disclosure and non compete agreement template?","For standard employment situations with domestic hires in jurisdictions that permit non-competes, a carefully customized template is often sufficient. Legal review is strongly recommended when the receiving party works in California, Minnesota, or any EU country; when the relationship involves senior executives with access to core intellectual property; when the deal context is M&A or a significant business sale; or when non-compete enforceability is central to protecting significant business value. A one-hour review by an employment attorney typically costs $300–$600 and is worthwhile for high-stakes relationships.\n",[437,441,445,449,453,457],{"industry":438,"icon_asset_id":439,"specifics":440},"Technology / SaaS","industry-saas","Source code, algorithms, product roadmaps, and customer data warrant strong confidentiality; non-competes for engineers are heavily scrutinized and often unenforceable in California, requiring a non-solicitation-focused approach.",{"industry":442,"icon_asset_id":443,"specifics":444},"Professional Services","industry-professional-services","Client relationships and billing methodologies are the primary competitive asset; non-solicitation of clients the departing party actually serviced is the most critical and consistently upheld restriction.",{"industry":446,"icon_asset_id":447,"specifics":448},"Financial Services","industry-fintech","Regulatory obligations under FINRA and SEC rules layer onto contractual confidentiality; non-competes for registered representatives interact with FINRA's Protocol for Broker Recruiting and must be drafted accordingly.",{"industry":450,"icon_asset_id":451,"specifics":452},"Healthcare","industry-healthtech","Patient data confidentiality governed by HIPAA operates alongside contractual NDA terms; non-competes for physicians face specific statutory restrictions in many states and must reference licensing board obligations.",{"industry":454,"icon_asset_id":455,"specifics":456},"Manufacturing","industry-manufacturing","Trade secrets in formulas, processes, and supplier pricing models are typically the primary asset to protect; geographic non-compete scope should align with the distribution footprint rather than a national default.",{"industry":458,"icon_asset_id":459,"specifics":460},"Retail / Franchise","industry-retail","Proprietary operational systems, supplier lists, and pricing structures require confidentiality; franchise non-competes must survive franchise agreement termination and are often subject to FTC Franchise Rule disclosure requirements.",[462,465,468,470],{"vs":463,"vs_template_id":230,"summary":464},"Non-Disclosure Agreement (standalone)","A standalone NDA only restricts disclosure and use of confidential information — it does not prevent the receiving party from working for a competitor or starting a competing business. Use a standalone NDA when you need to share information with a potential partner or vendor who has no realistic path to competing with you directly. When competitive risk is real, the combined agreement is necessary.",{"vs":233,"vs_template_id":466,"summary":467},"non-compete-agreement-D148","A standalone non-compete restricts competitive activity but does not include confidentiality obligations. Use it when the competitive restriction is the primary concern and no significant proprietary information will be shared. The combined agreement is more protective when both risks — disclosure and competition — exist simultaneously, as they do in most employment and contractor relationships.",{"vs":241,"vs_template_id":242,"summary":469},"An employment contract governs the full employment relationship — duties, compensation, benefits, termination, and benefits — and typically includes confidentiality and non-compete clauses within it. A standalone combined NDA and non-compete is appropriate when you need a focused, separately executed document, for contractors who are not employees, or when adding restrictive covenants to an existing employment relationship as a supplemental agreement.",{"vs":237,"vs_template_id":471,"summary":472},"non-solicitation-agreement-D13228","A non-solicitation agreement restricts only the active targeting of customers or employees — it does not prohibit the receiving party from working in the same industry or for a direct competitor. It is appropriate when the primary risk is client poaching rather than broad competition, and in jurisdictions that ban or restrict non-competes. It is a less restrictive and therefore more consistently enforceable alternative.",{"use_template":474,"template_plus_review":478,"custom_drafted":482},{"best_for":475,"cost":476,"time":477},"Standard domestic hires or contractors in jurisdictions that permit non-competes, where the relationship involves moderate access to confidential information","Free","20–30 minutes",{"best_for":479,"cost":480,"time":481},"Senior employees, key contractors, cross-state or cross-border relationships, or any situation where non-compete enforceability is material to business value","$300–$600","1–3 days",{"best_for":483,"cost":484,"time":485},"M&A transactions, C-suite executives with equity, regulated industries, or situations involving employees in California, Minnesota, or EU member states","$1,500–$5,000+","1–3 weeks",[487,492,497,502],{"code":488,"name":489,"flag_asset_id":490,"note":491},"us","United States","flag-us","Non-compete enforceability varies dramatically by state. California, Minnesota, North Dakota, and Oklahoma ban most post-employment non-competes; courts in these states will not enforce a clause regardless of the contract's choice-of-law provision. In states that do enforce them — Texas, Florida, New York — the restriction must be reasonable in duration (typically 6–24 months), geographic scope, and breadth of restricted activity. Federal trade secret protection is available under the Defend Trade Secrets Act (DTSA), which also provides a basis for federal injunctive relief.",{"code":493,"name":494,"flag_asset_id":495,"note":496},"ca","Canada","flag-ca","Canadian courts treat non-compete clauses with significant skepticism and will void them if they are not narrowly tailored to protect a legitimate proprietary interest. Non-solicitation clauses are generally preferred and more consistently enforced. Ontario's Working for Workers Act (2021) bans non-compete agreements for most employees, with limited exceptions for executives and business sale contexts. Quebec contracts must comply with the Civil Code and, for provincially regulated employers, must be in French.",{"code":498,"name":499,"flag_asset_id":500,"note":501},"uk","United Kingdom","flag-uk","Post-termination restrictive covenants are enforceable in the UK if they go no further than reasonably necessary to protect a legitimate business interest — typically client relationships, trade secrets, or workforce stability. Courts apply a strict reasonableness test and will void overbroad clauses rather than rewrite them. Garden leave provisions are widely used to bridge the employment end date and the start of a formal non-compete. The UK government has proposed limiting non-compete durations to 3 months; check the current legislative position before finalizing.",{"code":503,"name":504,"flag_asset_id":505,"note":506},"eu","European Union","flag-eu","Non-compete enforceability and requirements vary by EU member state. Germany, France, and the Netherlands require financial compensation — typically 50–100% of the employee's last salary — to be paid during the non-compete period for the restriction to be enforceable. GDPR obligations apply to any confidential information that includes personal data, requiring appropriate data handling and deletion provisions. The EU Trade Secrets Directive provides a harmonized framework for confidential information protection across member states, but implementation details vary.",[230,234,238,242,246,249,508,509,510,511,512,513],"employment-agreement-executive-D543","fixed-term-contract-D13225","remote-work-agreement-D13282","job-offer-letter-long-D12769","employee-dismissal-letter-D508","employee-handbook-D712",{"emit_how_to":194,"emit_defined_term":194},{"primary_folder":116,"secondary_folder":516,"document_type":517,"industry":518,"business_stage":519,"tags":520,"confidence":525},"confidentiality-and-nda","agreement","general","all-stages",[521,522,523,524,517],"nda","non-compete","confidentiality","legal",0.95,"\u003Ch2>What is a Non Disclosure and Non Compete Agreement?\u003C/h2>\n\u003Cp>A \u003Cstrong>Non Disclosure and Non Compete Agreement\u003C/strong> is a legally binding contract that protects a business on two fronts simultaneously: it prevents the receiving party from disclosing or misusing proprietary information, and it restricts that party from directly competing against the business for a defined period and geographic area after the relationship ends. Unlike a standalone NDA, which only governs information flow, or a standalone non-compete, which only governs competitive behavior, the combined agreement addresses both risks in a single executed document — which is typically the real-world situation when onboarding employees, contractors, or business partners who will access sensitive information and could later leverage it competitively.\u003C/p>\n\u003Cp>The agreement works by establishing clear obligations at the outset of the relationship: the receiving party acknowledges what constitutes confidential information, agrees to use it only for the stated purpose, and commits to restrictions on competitive activity that are calibrated to their actual role and access. Courts assess these restrictions against a reasonableness standard — the narrower and more precisely tailored the obligation, the more likely it is to be enforced when tested.\u003C/p>\n\u003Ch2>Why You Need This Document\u003C/h2>\n\u003Cp>Without a combined non disclosure and non compete agreement, a departing employee or contractor can walk out the door with your client list, pricing model, or product roadmap and immediately begin working for your closest competitor — and there is no enforceable legal mechanism to stop them. The cost is not hypothetical: the loss of a key salesperson to a competitor who now calls your accounts, or a developer who takes your codebase to a rival startup, can represent months or years of competitive damage. Confidentiality obligations in an employment handbook or offer letter are rarely sufficient — they lack the specificity and enforceability of a separately executed, signed agreement. This template gives you a professionally structured starting point that covers the definition of protected information, the boundaries of competitive restriction, remedies including injunctive relief, and jurisdiction-specific governing law — closing the gaps that make ad hoc arrangements legally vulnerable.\u003C/p>\n",1778696359233]