[{"data":1,"prerenderedAt":524},["ShallowReactive",2],{"document-non-solicitation-agreement-D13849":3},{"document":4,"label":23,"preview":11,"thumb":24,"description":5,"descriptionCustom":6,"apiDescription":5,"pages":8,"extension":10,"parents":25,"breadcrumb":29,"related":37,"customDescModule":175,"customdescription":6,"mdFm":176,"mdProseHtml":523},{"description":5,"descriptionCustom":6,"label":7,"pages":8,"size":9,"extension":10,"preview":11,"thumb":12,"svgFrame":13,"seoMetadata":14,"parents":16,"keywords":15},"NON-SOLICITATION AGREEMENT This Non-Solicitation Agreement (the \"Agreement\") is made and effective [DATE], BETWEEN: [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] AND: [EMPLOYEE NAME] (the \"Employee\"), an individual with their main address located at: [COMPLETE ADDRESS] WHEREAS, the Employee has or will have access to confidential and proprietary information, customer relationships, and trade secrets as a result of their employment with the Company; WHEREAS, the Company seeks to protect its legitimate business interests, including its customer relationships and confidential information, from unauthorized use or disclosure by the Employee; NOW, THEREFORE, it is agreed as follows: NON-SOLICITATION OF CUSTOMERS 1.1 During the term of the Employee's employment with the Company and for a period of [NUMBER OFYEARS/MONTHS] following the termination of employment, the Employee agrees not to, directly or indirectly, solicit or attempt to solicit any customer or client of the Company for the purpose of providing products or services that are competitive with those offered by the Company. 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. 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NOW, THEREFORE, it is agreed as follows: NON-DISCLOSURE OF CONFIDENTIAL INFORMATION Both Parties understand and agree that each Party may have access to the confidential information of the other party. For the purposes of this Agreement, \"Confidential Information\" means proprietary and confidential information about the Disclosing Party's (or it's suppliers') business or activities. Such information includes all business, financial, technical, and other information marked or designated by such Party as \"confidential\" or \"proprietary.\" Confidential Information also includes information which, by the nature of the circumstances surrounding the disclosure, ought in good faith to be treated as confidential. For the purposes of this Agreement, Confidential Information does not include: Information that is currently in the public domain or that enters the public domain after the signing of this Agreement. Information a Party lawfully receives from a third Party without restriction on disclosure and without breach of a non-disclosure obligation. Information that the Receiving Party knew prior to receiving any Confidential Information from the Disclosing Party. Information that the Receiving Party independently develops without reliance on any Confidential Information from the Disclosing Party. Each Party agrees that it will not disclose to any third Party or use any Confidential Information disclosed to it by the other Party except when expressly permitted in writing by the other Party. Each Party also agrees that it will take all reasonable measures to maintain the confidentiality of all Confidential Information of the other Party in its possession or control. TERM The term of this Agreement is [number] of [years/months] from the date of execution by both Parties. TITLE The Receiving Party agrees that all Confidential Information furnished by the Disclosing Party shall remain the sole property of the Disclosing Party. 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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":110,"description":6},"employment agreement_at will employee",[112,114,116],{"label":18,"url":113},"human-resources",{"label":21,"url":115},"hire-employee",{"label":32,"url":97},"/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":113},{"label":21,"url":115},{"label":32,"url":97},"employment agreement executive","/template/employment-agreement-executive-D543",{"description":149,"descriptionCustom":6,"label":150,"pages":8,"size":9,"extension":10,"preview":151,"thumb":152,"svgFrame":153,"seoMetadata":154,"parents":156,"keywords":155,"url":161},"[DATE] [CONTACT NAME] [ADDRESS] [ADDRESS 2] [CITY, STATE/PROVINCE] [ZIP/POSTAL CODE] SUBJECT: Termination of your employment Dear [Contact name], We regret to inform you that your employment with [YOUR COMPANY NAME] is terminated effective upon receipt of this letter for the following reason(s): [DETAIL REASONS] [DETAIL REASONS] [DETAIL REASONS] Please vacate the premises immediately with your personal possessions. We will forward your salary earned to date in due course together with any vacation pay to which you are entitled. Within [NUMBER] days of termination we shall issue you a statement of accrued benefits. Any insurance benefits shall continue in accordance with applicable law and/or provisions of our personnel policy. Please contact [Name], at your earliest convenience, who will explain each of these items and arrange with you for the return of any company property. Sincerely, [YOUR NAME] [YOUR TITLE] [YOUR PHONE NUMBER] [YOUREMAIL@YOURCOMPANY.COM] [IF SENT BY EMAIL YOU MAY INCLUDE THIS NOTICE]","Employee Dismissal Letter","https://templates.business-in-a-box.com/imgs/1000px/employee-dismissal-letter-D508.png","https://templates.business-in-a-box.com/imgs/250px/508.png","https://templates.business-in-a-box.com/svgs/docviewerWebApp1.html?v6#508.xml",{"title":155,"description":6},"employee dismissal letter",[157,158],{"label":18,"url":113},{"label":159,"url":160},"Employee Termination","employee-termination","/template/employee-dismissal-letter-D508",{"description":163,"descriptionCustom":6,"label":164,"pages":165,"size":9,"extension":10,"preview":166,"thumb":167,"svgFrame":168,"seoMetadata":169,"parents":171,"keywords":170,"url":174},"[DATE] [CONTACT NAME] [ADDRESS] [ADDRESS 2] [CITY, STATE/PROVINCE] [ZIP/POSTAL CODE] SUBJECT: JOB OFFER FOR [DESCRIBE] Dear [CANDIDATE NAME]: Congratulations! [Company name] is excited to offer you the position of [job title] with an expected start date of [day, month, year] at a starting salary of [dollar amount] per [hour, year, etc.]. You can expect to receive payment [weekly, biweekly, monthly, etc.], starting on [date of first pay period]. We must wrap up a few more formalities, including the successful completion of your [background check, drug screening, reference check, etc.]. As the [job title], you will report to [manager/supervisor name and title] at [workplace location] from [hours of day, days of week]","Job Offer Letter Long","1","https://templates.business-in-a-box.com/imgs/1000px/job-offer-letter-long-D12769.png","https://templates.business-in-a-box.com/imgs/250px/12769.png","https://templates.business-in-a-box.com/svgs/docviewerWebApp1.html?v6#12769.xml",{"title":170,"description":6},"job offer letter long",[172,173],{"label":18,"url":113},{"label":21,"url":115},"/template/job-offer-letter-long-D12769",false,{"seo":177,"reviewer":190,"quick_facts":194,"at_a_glance":197,"personas":201,"variants":226,"glossary":254,"clauses":288,"how_to_fill":338,"common_mistakes":379,"faqs":404,"industries":432,"comparisons":456,"diy_vs_lawyer":467,"jurisdictions":480,"related_template_ids_curated":501,"schema":510,"classification":511},{"meta_title":178,"meta_description":179,"primary_keyword":180,"secondary_keywords":181},"Non-Solicitation Agreement Template | Free Word Download","Free non-solicitation agreement template protecting your clients and employees from poaching. Covers scope, duration, and remedies.","non-solicitation agreement template",[182,183,184,185,186,187,188,189],"non solicitation agreement template word","non solicitation agreement free","non solicitation clause template","employee non solicitation agreement","client non solicitation agreement","non solicitation contract template","non solicitation agreement sample","non poaching agreement template",{"name":191,"credential":192,"reviewed_date":193},"Bruno Goulet","CEO, Business in a Box","2026-05-02",{"difficulty":195,"legal_review_recommended":196,"signature_required":196},"medium",true,{"what_it_is":198,"when_you_need_it":199,"whats_inside":200},"A Non-Solicitation Agreement is a legally binding contract that restricts a departing employee, contractor, or business partner from soliciting the company's clients, customers, or employees for a defined period after the relationship ends. This template is a free Word download you can edit online and export as PDF — covering scope, duration, geographic limits, and remedies in a single enforceable document.\n","Use it when onboarding employees with client-facing roles, when offboarding a departing team member who has relationships with key accounts, or when entering a partnership or acquisition where protecting your customer base and talent pipeline is commercially critical.\n","Parties and recitals, definitions of protected persons and customers, non-solicitation of clients clause, non-solicitation of employees clause, restricted period and geographic scope, consideration, carve-outs and exceptions, remedies and injunctive relief, and governing law.\n",[202,206,210,214,218,222],{"title":203,"use_case":204,"icon_asset_id":205},"Business owners and founders","Protecting key client relationships when a senior employee departs","persona-small-business-owner",{"title":207,"use_case":208,"icon_asset_id":209},"HR managers","Standardizing non-solicitation terms across all new hire offers","persona-hr-manager",{"title":211,"use_case":212,"icon_asset_id":213},"Sales directors","Preventing departing reps from taking their entire book of business","persona-sales-director",{"title":215,"use_case":216,"icon_asset_id":217},"Startup founders","Securing early hires against competitor poaching before equity vests","persona-startup-founder",{"title":219,"use_case":220,"icon_asset_id":221},"M&A counsel and acquirers","Binding sellers to non-solicitation as part of an acquisition close","persona-legal-counsel",{"title":223,"use_case":224,"icon_asset_id":225},"Staffing and recruiting agencies","Restricting placed candidates and client companies from cross-hiring","persona-staffing-agency",[227,231,234,238,242,246,250],{"situation":228,"recommended_template":229,"slug":230},"Protecting clients and employees during and after employment","Non-Solicitation Agreement (Employment)","non-solicitation-agreement-D13849",{"situation":232,"recommended_template":233,"slug":230},"Restricting a seller from poaching customers after a business sale","Non-Solicitation Agreement (M&A)",{"situation":235,"recommended_template":236,"slug":237},"Broader post-employment protection including competing roles","Non-Compete Agreement","general-non-compete-agreement-D882",{"situation":239,"recommended_template":240,"slug":241},"Protecting confidential information shared during a deal or partnership","Non-Disclosure Agreement (NDA)","non-disclosure-agreement-nda-D12692",{"situation":243,"recommended_template":244,"slug":245},"Comprehensive post-employment restrictions combining NDA and non-solicitation","Employment Contract with Restrictive Covenants","employment-agreement_at-will-employee-D541",{"situation":247,"recommended_template":248,"slug":249},"Restricting an independent contractor from soliciting clients","Independent Contractor Agreement with Non-Solicitation","independent-contractor-agreement-D160",{"situation":251,"recommended_template":252,"slug":253},"Mutual restriction between two business partners entering a joint venture","Joint Venture Agreement","joint-venture-agreement-D889",[255,258,261,264,267,270,273,276,279,282,285],{"term":256,"definition":257},"Non-Solicitation Clause","A contractual restriction preventing a party from actively approaching another party's clients, customers, or employees to divert that business or talent.",{"term":259,"definition":260},"Restricted Period","The defined length of time — typically 6 to 24 months after termination — during which the non-solicitation obligations remain in effect.",{"term":262,"definition":263},"Protected Persons","The category of individuals — such as current employees or contractors — whom the restricted party is prohibited from recruiting or hiring away.",{"term":265,"definition":266},"Protected Customers","Clients, prospects, or accounts specifically identified or defined in the agreement that the restricted party may not solicit for competing business.",{"term":268,"definition":269},"Consideration","Something of value exchanged to make the agreement enforceable — typically employment itself, a signing bonus, equity, or continued employment for existing staff.",{"term":271,"definition":272},"Injunctive Relief","A court order requiring a party to stop a specific action immediately, without waiting for a full trial — the most common remedy sought when a non-solicitation clause is violated.",{"term":274,"definition":275},"Carve-Out","An explicit exception written into the agreement that removes certain activities or relationships from the scope of the restriction — for example, soliciting a client the restricted party knew before employment.",{"term":277,"definition":278},"Reasonableness Standard","The legal test courts apply to determine whether a non-solicitation clause is enforceable — restrictions must be proportionate in duration, scope, and geographic reach to the legitimate business interest being protected.",{"term":280,"definition":281},"Blue-Penciling","A judicial practice of narrowing an overbroad restrictive covenant to make it enforceable rather than voiding it entirely — available in some but not all jurisdictions.",{"term":283,"definition":284},"Severability","A clause stating that if one provision of the agreement is found unenforceable, the rest of the agreement remains in full force.",{"term":286,"definition":287},"Post-Termination Covenant","Any contractual obligation that survives the end of the employment or business relationship and continues to bind the restricted party.",[289,294,299,304,309,314,318,323,328,333],{"name":290,"plain_english":291,"sample_language":292,"common_mistake":293},"Parties and recitals","Identifies the employer or protected party and the restricted party by legal name, and states the commercial reason the restriction exists.","This Non-Solicitation Agreement ('Agreement') is entered into as of [DATE] by and between [COMPANY LEGAL NAME], a [STATE] [ENTITY TYPE] ('Company'), and [INDIVIDUAL/ENTITY FULL NAME] ('Restricted Party').","Using a trade name instead of the registered legal entity name. If the Company name does not match payroll or corporate registry records, enforcement actions filed under the wrong entity can be dismissed on standing grounds.",{"name":295,"plain_english":296,"sample_language":297,"common_mistake":298},"Definitions","Precisely defines every key term — Protected Customers, Protected Persons, Competing Business, and Restricted Period — so the scope of the restriction is unambiguous.","'Protected Customers' means any individual or entity that was a customer of, or actively prospected by, the Company during the [24] months preceding the Restricted Party's last day of service.","Leaving 'customer' or 'employee' undefined and relying on plain meaning. Courts interpret undefined terms narrowly against the drafter, often shrinking the restriction below what was intended.",{"name":300,"plain_english":301,"sample_language":302,"common_mistake":303},"Non-solicitation of clients and customers","Prohibits the restricted party from approaching, contacting, or inducing protected customers to stop doing business with the company or to do business with a competitor.","During the Restricted Period, Restricted Party shall not, directly or indirectly, solicit, contact, or induce any Protected Customer to reduce, terminate, or divert business from the Company to any Competing Business.","Drafting the clause to cover all customers ever served, not just those the restricted party personally dealt with. Over-broad customer definitions are routinely struck down by courts applying the reasonableness standard.",{"name":305,"plain_english":306,"sample_language":307,"common_mistake":308},"Non-solicitation of employees and contractors","Prevents the restricted party from recruiting or hiring the company's current employees, contractors, or consultants during the restricted period.","During the Restricted Period, Restricted Party shall not, directly or indirectly, solicit, recruit, hire, or encourage any employee or contractor of the Company to terminate their relationship with the Company.","Omitting contractors and consultants from the definition of Protected Persons. Gig workers and 1099 contractors who carry client relationships are just as valuable to poach as salaried employees.",{"name":310,"plain_english":311,"sample_language":312,"common_mistake":313},"Restricted period and geographic scope","States exactly how long the restrictions last and, where applicable, the geographic area within which the restrictions apply.","The obligations set forth in Sections [X] and [X] shall apply for a period of [12] months following the last day of the Restricted Party's employment or engagement with the Company, within [GEOGRAPHIC AREA / worldwide for client-facing roles].","Setting a blanket 24-month term regardless of the restricted party's seniority or market exposure. Courts regularly reduce or void restrictions that exceed what is reasonably necessary to protect the specific business interest at stake.",{"name":268,"plain_english":315,"sample_language":316,"common_mistake":317},"Documents what the restricted party receives in exchange for accepting the restriction — making the agreement enforceable as a binding contract.","In consideration of Restricted Party's employment by the Company, the compensation and benefits provided therewith, and the access to Confidential Information and Protected Customers described herein, the Restricted Party agrees to the obligations set forth in this Agreement.","No separate consideration for existing employees signing a post-hire non-solicitation. Continued employment alone is insufficient consideration in several jurisdictions — a bonus, promotion, or pay increase is required to bind current staff.",{"name":319,"plain_english":320,"sample_language":321,"common_mistake":322},"Carve-outs and exceptions","Lists activities that are expressly permitted despite the restrictions — for example, responding to a customer who contacts the restricted party first, or general public job postings.","Notwithstanding the foregoing, nothing in this Agreement shall prohibit Restricted Party from: (a) responding to a Protected Customer who initiates contact without solicitation; or (b) placing a general job advertisement not targeted at Protected Persons.","Omitting a carve-out for unsolicited inbound contact. Without it, the restricted party could technically be in breach if a former client calls them — courts view such overbroad restrictions unfavorably.",{"name":324,"plain_english":325,"sample_language":326,"common_mistake":327},"Remedies and injunctive relief","States that a breach causes irreparable harm entitling the company to seek an immediate court injunction, in addition to monetary damages.","Restricted Party acknowledges that any breach of this Agreement would cause irreparable harm to the Company for which monetary damages would be an inadequate remedy, and the Company shall be entitled to seek injunctive relief without bond in addition to all other remedies available at law or in equity.","Relying on monetary damages alone without the injunctive relief clause. By the time a damages case is litigated, the client relationships or talent may already be lost. Injunctive relief is the only remedy that stops the harm in real time.",{"name":329,"plain_english":330,"sample_language":331,"common_mistake":332},"Severability and entire agreement","Ensures that if any clause is found unenforceable, the rest of the agreement survives, and confirms the document supersedes all prior related agreements.","If any provision of this Agreement is held invalid or unenforceable, the remaining provisions shall continue in full force. This Agreement constitutes the entire understanding between the parties with respect to its subject matter and supersedes all prior representations and agreements.","No severability clause in a jurisdiction that does not blue-pencil. Without it, one overbroad clause can void the entire agreement — leaving the company with no protection at all.",{"name":334,"plain_english":335,"sample_language":336,"common_mistake":337},"Governing law and dispute resolution","Specifies which jurisdiction's law governs the agreement and how disputes are resolved — litigation, arbitration, or mediation.","This Agreement shall be governed by the laws of [STATE / PROVINCE / COUNTRY], without regard to conflict-of-law principles. Any dispute arising hereunder shall be resolved by [binding arbitration / litigation] in [CITY, STATE], and each party consents to the jurisdiction of the courts therein.","Choosing a governing law with no connection to where the restricted party actually works. Several states and countries — notably California — apply local law regardless of a contractual choice-of-law clause, potentially rendering the entire restriction unenforceable.",[339,344,349,354,359,364,369,374],{"step":340,"title":341,"description":342,"tip":343},1,"Identify the parties using their legal names","Enter the company's full registered legal name and the restricted party's full legal name as it appears on government-issued ID or their corporate registration. Specify the relationship type — employee, contractor, or business partner.","Cross-reference your corporate registry filing before inserting the company name. A mismatch between the agreement and payroll records can create standing issues in enforcement proceedings.",{"step":345,"title":346,"description":347,"tip":348},2,"Define protected customers and protected persons precisely","Write out who qualifies as a Protected Customer — limit it to individuals or entities the restricted party personally interacted with or had access to during a defined lookback period, such as 24 months. Define Protected Persons to include employees and contractors.","Narrower, fact-specific definitions are enforced far more consistently than sweeping 'all customers ever served' language. Precision is a feature, not a weakness.",{"step":350,"title":351,"description":352,"tip":353},3,"Set the restricted period proportionate to seniority","Typical enforceable ranges are 6 months for junior employees, 12 months for mid-level managers, and 18–24 months for executives with deep client or talent access. Enter the period in months, not vague language like 'a reasonable time.'","Match the restricted period to the realistic commercial risk: how long does it take to replace a key client relationship or re-hire a specialist? That answer is your ceiling.",{"step":355,"title":356,"description":357,"tip":358},4,"Add geographic scope only if operationally justified","For client non-solicitation, geographic limits are often unnecessary because the restriction follows the customer, not a territory. For employee non-solicitation, omit geography entirely — poaching can happen from anywhere.","Removing an unjustified geographic limit actually strengthens the agreement; courts are less likely to find the restriction overbroad.",{"step":360,"title":361,"description":362,"tip":363},5,"Document the consideration clearly","For new hires, state that employment itself is the consideration. For existing employees signing post-hire, record a specific benefit — a dollar amount bonus, a title change, additional PTO, or a pay increase — and ensure it is actually delivered.","Keep a signed acknowledgment or payroll record of the consideration payment. If challenged, you need documentary proof that something of value changed hands.",{"step":365,"title":366,"description":367,"tip":368},6,"Write in the carve-outs that apply","Include at minimum: inbound contact initiated by the protected customer or person, general public job postings, and any pre-existing relationships the restricted party had before joining the company.","Ask yourself: what should the restricted party still be allowed to do that a strict reading would prohibit? Write those down as explicit carve-outs.",{"step":370,"title":371,"description":372,"tip":373},7,"Execute before the first day of work","Both parties must sign the agreement before the employee or contractor begins work. In common-law jurisdictions, post-start-date signature without fresh consideration may render the restrictive covenants unenforceable.","Use a dated e-signature platform to timestamp execution and store the fully executed copy securely. The timestamp is evidence in any future enforcement proceeding.",{"step":375,"title":376,"description":377,"tip":378},8,"Confirm governing law matches the restricted party's work location","Select the governing law of the state, province, or country where the restricted party actually performs their work — not the company's headquarters if they differ. Verify that the jurisdiction permits non-solicitation agreements and review any recent statutory changes.","California, Oklahoma, and North Dakota ban most post-employment restrictions. If the restricted party works there, the clause may be unenforceable regardless of what the agreement says.",[380,384,388,392,396,400],{"mistake":381,"why_it_matters":382,"fix":383},"Defining 'customer' as every account the company has ever served","Courts applying the reasonableness standard regularly void non-solicitation clauses that cover customers the restricted party never interacted with — the company cannot show a legitimate protectable interest in those relationships.","Limit protected customers to those the restricted party personally contacted, managed, or had access to within a specific lookback window — 12 to 24 months is defensible in most jurisdictions.",{"mistake":385,"why_it_matters":386,"fix":387},"Using the same restricted period for all roles regardless of seniority","A 24-month restriction on a junior sales associate with six months of tenure and a narrow account list is disproportionate and routinely struck down — which can void the clause entirely in jurisdictions that do not blue-pencil.","Calibrate duration to the role: 6 months for junior contributors, 12 months for managers, 18–24 months for senior executives with broad client or organizational access.",{"mistake":389,"why_it_matters":390,"fix":391},"No fresh consideration for existing employees signing after their start date","Continued employment is not valid consideration for a new restrictive covenant in several US states and Canadian provinces. Courts in Ontario, for example, have voided post-hire non-solicitation agreements on this basis alone.","Provide a documented, tangible benefit — a salary increase, one-time bonus, promotion, or additional equity — at the time of signing, and keep payroll records confirming delivery.",{"mistake":393,"why_it_matters":394,"fix":395},"Omitting the injunctive relief acknowledgment","Without language establishing that breach causes irreparable harm, the company must argue that point from scratch in emergency proceedings — delaying the injunction while the damage to client relationships or talent deepens.","Include a standard acknowledgment clause: the restricted party agrees that monetary damages are inadequate and that the company is entitled to seek immediate injunctive relief without posting bond.",{"mistake":397,"why_it_matters":398,"fix":399},"Choosing a governing law with no connection to the restricted party's work location","Courts in California, for example, apply California law to restrict workers based there regardless of a New York or Delaware choice-of-law clause — rendering restrictions void that would be enforceable elsewhere.","Always set governing law to the jurisdiction where the restricted party actually works. If they are remote or multi-state, obtain separate legal advice on which jurisdiction's law applies.",{"mistake":401,"why_it_matters":402,"fix":403},"No severability clause in a jurisdiction that does not blue-pencil","In jurisdictions that void rather than narrow overbroad covenants, a single unenforceable clause can strike down the entire agreement — leaving the company with zero protection.","Include a standard severability clause and, where permitted, a reformation clause expressly authorizing the court to modify the restriction to the maximum enforceable scope rather than void it entirely.",[405,408,411,414,417,420,423,426,429],{"question":406,"answer":407},"What is a non-solicitation agreement?","A non-solicitation agreement is a legally binding contract that prevents a departing employee, contractor, or business partner from soliciting the company's clients or employees for a defined period after the relationship ends. Unlike a non-compete agreement, it does not bar the restricted party from working in the same industry — it only restricts active outreach to specific protected relationships. Non-solicitation agreements are widely used in sales, professional services, and technology industries where client and talent relationships represent significant commercial value.\n",{"question":409,"answer":410},"What is the difference between a non-solicitation and a non-compete agreement?","A non-compete agreement prevents the restricted party from working for a competitor or starting a competing business in a defined geography and time period. A non-solicitation agreement is narrower — it only restricts active solicitation of the company's clients or employees, while leaving the restricted party free to work anywhere. Non-solicitation clauses face less judicial scrutiny and are more consistently enforced because they impose a smaller restriction on the individual's ability to earn a living.\n",{"question":412,"answer":413},"Is a non-solicitation agreement enforceable?","Enforceability depends on the jurisdiction, the scope of the restriction, and whether adequate consideration was provided. Courts generally enforce non-solicitation clauses that are limited to customers the restricted party personally worked with, cover a reasonable time period (typically 6–18 months), and were supported by real consideration at signing. California, Oklahoma, and North Dakota broadly restrict post-employment covenants and may void even narrowly drafted non-solicitation clauses. Consider consulting a lawyer before relying on a non-solicitation agreement in high-stakes jurisdictions.\n",{"question":415,"answer":416},"What is the typical duration for a non-solicitation agreement?","The most commonly enforced restricted periods range from 6 to 18 months. Six to 12 months is standard for most employees with client or team exposure; 18 to 24 months is defensible for senior executives, founding team members, or partners who have deep relationships across a large portion of the customer base. Restrictions longer than 24 months are rarely enforced and are more likely to be voided entirely or blue-penciled down by a court.\n",{"question":418,"answer":419},"Does a non-solicitation agreement need to be signed separately or can it be part of an employment contract?","Non-solicitation obligations can be included as a clause within an employment contract or documented in a standalone agreement — both formats are enforceable if properly executed. A standalone agreement makes the restriction more visible to the signing party, which can strengthen the argument that it was knowingly accepted. It also makes the document easier to enforce in isolation if other employment contract provisions are challenged. Either way, the agreement must be signed before the employee's first day of work to avoid consideration problems.\n",{"question":421,"answer":422},"Can a non-solicitation agreement cover customers the employee never personally worked with?","Generally no. Courts applying the reasonableness standard typically require that restricted customers be limited to those the restricted party actually contacted, managed, or had meaningful access to during their employment. Attempting to restrict all of the company's customers — even those the employee never knew existed — is a common drafting error that causes courts to void or dramatically narrow the clause. Defining protected customers precisely is one of the most important steps in drafting an enforceable agreement.\n",{"question":424,"answer":425},"What happens if a non-solicitation agreement is violated?","The company can seek injunctive relief to immediately stop the solicitation, monetary damages for losses caused by diverted clients or talent, and, where the agreement provides for it, liquidated damages or attorney's fees. Injunctive relief is the most time-sensitive remedy — courts can issue a temporary restraining order within days of a verified breach, halting the restricted party's conduct before further damage occurs. The strength of the injunction application depends heavily on how precisely the agreement is drafted.\n",{"question":427,"answer":428},"Do I need a lawyer to draft a non-solicitation agreement?","For standard domestic employment situations with a single state and straightforward client relationships, a high-quality template reviewed against current law in the applicable jurisdiction is typically sufficient. Engage a lawyer when the restricted party is a senior executive with broad market relationships, when the restriction spans multiple jurisdictions with conflicting laws, when the agreement is part of an M&A transaction, or when enforcement litigation is a real possibility. A 1–2 hour review typically costs $300–$600 and is worthwhile for high-value relationships.\n",{"question":430,"answer":431},"Can a non-solicitation agreement be mutual?","Yes. Mutual non-solicitation agreements are common in joint ventures, strategic partnerships, and M&A transactions — both parties agree not to solicit each other's employees or customers during and after the relationship. In an employment context, mutual agreements are less common because the employer typically has the dominant interest to protect, but they can be appropriate where the employee brings a pre-existing book of business into the role.\n",[433,437,441,445,448,452],{"industry":434,"icon_asset_id":435,"specifics":436},"Professional services","industry-professional-services","Client relationships are the core asset — departing partners or senior advisors can take entire practice groups with them, making enforceable non-solicitation of both clients and staff essential at every level.",{"industry":438,"icon_asset_id":439,"specifics":440},"Technology / SaaS","industry-saas","Sales engineers and account managers carry detailed knowledge of customer configurations, renewal timelines, and decision-maker contacts — making customer non-solicitation critical when high-performers move to competitors.",{"industry":442,"icon_asset_id":443,"specifics":444},"Financial services","industry-fintech","Broker-dealer and investment advisory transitions frequently trigger non-solicitation litigation; FINRA arbitration handles many of these disputes, and Protocol for Broker Recruiting membership affects what departing advisors may take.",{"industry":446,"icon_asset_id":435,"specifics":447},"Staffing and recruiting","Both candidate and client relationships are protectable; staffing firms commonly use dual non-solicitation covering placed candidates (not to be hired directly by clients) and client companies (not to be solicited by departing recruiters).",{"industry":449,"icon_asset_id":450,"specifics":451},"Healthcare","industry-healthtech","Patient non-solicitation raises additional regulatory considerations under HIPAA; restrictions must be carefully drafted to protect practice goodwill without impeding patients' rights to choose their own provider.",{"industry":453,"icon_asset_id":454,"specifics":455},"Retail / Franchise","industry-retail","Franchise agreements routinely contain non-solicitation clauses preventing franchisees from recruiting corporate staff or fellow franchisees; these are typically bound by the franchisor's standard form with limited room for negotiation.",[457,460,462,465],{"vs":236,"vs_template_id":458,"summary":459},"non-compete-agreement-D12697","A non-compete agreement bars the restricted party from working in the same industry or for a competitor within a defined geography and time period — a broader and more restrictive covenant than a non-solicitation agreement. Non-competes face significantly greater judicial scrutiny and are banned outright in California, Minnesota, Oklahoma, and North Dakota. Non-solicitation agreements are narrower and more consistently enforced because they leave the individual free to work anywhere — they simply cannot actively recruit protected customers or employees. Use a non-compete when the risk is competitive entry; use a non-solicitation when the risk is targeted poaching.",{"vs":240,"vs_template_id":241,"summary":461},"An NDA protects confidential information — trade secrets, financial data, product roadmaps — from being disclosed or misused. A non-solicitation agreement protects relationships — clients and employees — from being diverted. The two documents address different risks and are frequently used together: an NDA prevents the restricted party from using insider knowledge, while the non-solicitation prevents them from acting on it against protected relationships. For high-value departures, both documents together provide the most complete protection.",{"vs":463,"vs_template_id":245,"summary":464},"Employment Contract with restrictive covenants","An employment contract is the primary governing document for the employment relationship and can include non-solicitation clauses alongside IP assignment, confidentiality, compensation, and termination terms. A standalone non-solicitation agreement is used when the employment contract lacks sufficient non-solicitation language, when a new restriction must be imposed on an existing employee with fresh consideration, or when a contractor or business partner — outside the employment relationship — needs to be bound. If you are onboarding a new hire and do not yet have an employment contract, the employment contract with restrictive covenants is the preferred single document.",{"vs":120,"vs_template_id":249,"summary":466},"An independent contractor agreement governs the engagement of a self-employed individual and can include non-solicitation clauses. A standalone non-solicitation agreement is the right choice when you need to add or strengthen non-solicitation protections for an existing contractor without renegotiating the full engagement agreement, or when a contractor's existing agreement has no — or inadequate — non-solicitation language. Non-solicitation clauses in contractor agreements are generally subject to the same reasonableness standard as employment-based restrictions.",{"use_template":468,"template_plus_review":472,"custom_drafted":476},{"best_for":469,"cost":470,"time":471},"Standard domestic hires in a single US state or Canadian province where non-solicitation is clearly permitted","Free","20–30 minutes",{"best_for":473,"cost":474,"time":475},"Senior employees with broad client relationships, multi-state or cross-border situations, or existing employees requiring fresh consideration","$300–$600","1–3 days",{"best_for":477,"cost":478,"time":479},"M&A transactions, executive departures with high-value books of business, multi-jurisdiction enforcement, or regulated industries such as financial services and healthcare","$1,000–$4,000+","1–2 weeks",[481,486,491,496],{"code":482,"name":483,"flag_asset_id":484,"note":485},"us","United States","flag-us","Non-solicitation enforceability varies significantly by state. California, Oklahoma, and North Dakota broadly ban post-employment restrictive covenants and may void even narrowly drafted non-solicitation clauses. Most other states enforce reasonable non-solicitation restrictions under a balancing test. The FTC's 2024 proposed rule on non-competes did not explicitly address non-solicitation agreements, but the legal landscape continues to shift — verify current state law before execution. Fresh consideration is required for existing employees in several states including Illinois and Pennsylvania.",{"code":487,"name":488,"flag_asset_id":489,"note":490},"ca","Canada","flag-ca","Canadian courts apply a strict reasonableness standard — non-solicitation clauses must be no broader than necessary to protect a legitimate proprietary interest. Ontario courts have voided post-hire restrictions lacking fresh consideration beyond continued employment. Quebec employers must ensure agreements with provincially regulated employees are provided in French. Clauses that attempt to restrict solicitation of all company customers (not just those the employee dealt with) are routinely struck down as unreasonable restraints of trade.",{"code":492,"name":493,"flag_asset_id":494,"note":495},"uk","United Kingdom","flag-uk","Non-solicitation covenants are enforceable in the UK if they protect a legitimate business interest and go no further than reasonably necessary. Courts apply a blue-pencil approach in some cases but will not rewrite substantively defective clauses. Restrictions covering customers or employees the restricted party had no direct contact with are typically unenforceable. Garden leave provisions can effectively replace or supplement post-termination non-solicitation by keeping the employee away from client contact during the notice period while being paid.",{"code":497,"name":498,"flag_asset_id":499,"note":500},"eu","European Union","flag-eu","Non-solicitation enforceability varies by member state. France and Germany generally permit reasonable post-employment non-solicitation clauses but may require financial compensation to the employee — particularly where the restriction significantly limits earning potential. GDPR implications arise when protected customer lists containing personal data are referenced in the agreement or provided to the restricted party; data handling obligations should be addressed in a companion confidentiality clause. Spain and Italy impose strict proportionality requirements and time limits typically not exceeding two years.",[237,241,245,249,502,503,504,505,506,507,508,509],"employment-agreement-executive-D543","employee-dismissal-letter-D508","job-offer-letter-long-D12769","confidentiality-agreement-D950","settlement-agreement-D13530","fixed-term-contract-D13225","remote-work-agreement-D13282","employee-handbook-D712",{"emit_how_to":196,"emit_defined_term":196},{"primary_folder":97,"secondary_folder":512,"document_type":513,"industry":514,"business_stage":515,"tags":516,"confidence":522},"employment-and-contractors","agreement","general","all-stages",[517,518,519,520,521],"non-compete","legal","non-solicitation","employment-agreement","contractor-agreement",0.95,"\u003Ch2>What is a Non-Solicitation Agreement?\u003C/h2>\n\u003Cp>A \u003Cstrong>Non-Solicitation Agreement\u003C/strong> is a legally binding contract that prevents a departing employee, contractor, or business partner from actively recruiting the company's clients, customers, or employees for a defined period after the working relationship ends. Unlike a non-compete agreement, it does not restrict where the individual may work — it only restricts targeted outreach to specific protected relationships that the company has a legitimate commercial interest in preserving. The restriction is typically time-limited to 6–24 months and is defined by the category of relationships the restricted party personally had access to during the engagement.\u003C/p>\n\u003Cp>Non-solicitation agreements function because courts in most jurisdictions recognize that client relationships and trained personnel represent protectable business assets — ones that a departing insider has a significant informational advantage in exploiting. When a sales director leaves with a contact list built on company resources, or a recruiter departs and systematically calls their former employer's candidates, the company suffers concrete, often irreversible harm. A properly drafted non-solicitation agreement creates an enforceable obligation to stop that harm before it fully materializes.\u003C/p>\n\u003Ch2>Why You Need This Document\u003C/h2>\n\u003Cp>Without a signed non-solicitation agreement, a departing employee or contractor faces no legal barrier to calling your top ten clients the week they resign, or recruiting your best engineers the month after they leave. By the time litigation over unjust enrichment or breach of fiduciary duty resolves — years later — those client relationships and team members are gone. A properly executed non-solicitation agreement changes that calculus: it gives you the right to seek immediate injunctive relief, halting the solicitation within days rather than years, and it signals to the restricted party at the outset that protected relationships are off-limits.\u003C/p>\n\u003Cp>The cost of not having this document is asymmetric. A single senior account manager departing to a competitor and taking three enterprise clients represents potentially millions in lost recurring revenue. A lead engineer who recruits their former team can hollow out a product organization in a quarter. This template gives you an enforceable, court-tested framework to protect both risks — drafted for the jurisdictions where non-solicitation clauses are consistently upheld, with guidance on the precise scoping that separates clauses courts enforce from clauses courts void.\u003C/p>\n",1779480670125]