Non-compete business agreement

[DS-COUSIN]

Hey crew,

I'm look for a FREE download of a simple non-compete agreement for my employees, specifically my contracted nurses. Can you point me in the right direction?

Yes, I know I can buy one and I need to have my attorney draw one up specifically in reference to my business, BUT until then, I need something on file.

Thanks a bunch,

DS

[coffee-guy]

Haha - I was JUST about to tell you to get an attorney :P

Some business supply places will have what you're looking for (either online or at their retail establishment) - hell you can even buy an entire divorce package from office depot for $29 - just check some of those type places - everything you need comes in the pack and most have tutorials with online support options....

Good luck bro......

Btw - what kind of business do you run????

[DS-COUSIN]

Fog-xx

I know, I was just meeting with my nurses over the weekend and wanted find something online. You're right, I can get a cheap one from Office Depot, Office Maxx, or Staples.

As for the biz, we're a small DME (Durable Medical Equipment). What we specialize in is Cpap, Bi-pap, and supplies for the machines, such as tubing, filters, masks, etc. We're a small business, but we currently have about 450 patients and growing by the week. Due to a death in the business and a death in my family, I find myself home again...odd, but necessary.

Thanks for the info broham.

[GearTripper]

in CA they're not worth the paper they're written on... so my attorney says. that being said, i still had my former partner and all current employees sign them. mine have a lot of personal info in them, but i'll host one with some info removed for ya.

[GearTripper]

here's mine with all the names edited out or removed so if it sounds like something is missing, it's probably a name of something... also, it's much better formatted in word2007, but should give you a good start. free of charge, PM me for my addy the next time you're sending out test for xmas! ;)

COVENANT NOT TO COMPETE
&
NON-DISCLOSURE OF TRADE SECRETS

This Covenant Not to Compete and Non-Disclosure of Trade Secrets (the “Agreement”) is made the ___ day of July, 2007, by and between (hereinafter referred to as "Employee"), and Inc., a California corporation (hereinafter referred to as "Employer"), with reference to the following facts:

Recitals

WHEREAS, the Employee is a shareholder of Inc., a California (the “Employer”). Employee is retiring as an employee, officer, and/or director of the Employer.

NOW, THEREFORE, for valuable consideration, receipt of which is hereby acknowledged, the parties to this Agreement agree as follows:

Agreement

1. Obligation of Employee. Employee shall not, either directly or indirectly, engage in any of the following activities during employment and for a period of three (3) years after Employee’s employment with the Employer is terminated, in S County where the Employer is actively doing business, unless Employee receives written authorization from the President of the Employer:

a. Make known to any person, firm or other entity the names and/or addresses of any customer or client of the Employer;

b. Enter into or engage in any business that directly competes with the Employer either as an individual for the Employee’s own account, as a partner, joint venture, member, consultant, or as an Employee, agent, or salesman for any person, firm, or other entity, or as an officer, director, or shareholder of a corporation in any county where the Employer does business;

c. Call or attempt to call, solicit or attempt to solicit, or take away or attempt to take away any customers or clients of the Employer with whom the Employee became acquainted with while an employee, officer, director, or shareholder of the Employer either for the benefit of the Employee or any other person, firm or other entity;

d. Aid or be a party to any course of conduct intended to lead to the loss of any customers or clients of the Employer;

e. Employ or solicit the employment of persons employed by the Employer for the benefit of the Employee, another person, firm, or other entity; or

f. Accept employment with any person, firm, or other entity that, either directly or indirectly, competes with the Employer, unless approved by the Employer.

2. Breach of Covenant Not to Compete. Employee hereby acknowledges and agrees that in the event of any breach of any of the covenants contained in Section 1, the Employer is authorized and entitled to obtain from any Court of competent jurisdiction preliminary and permanent injunctive relief as well as all other legal and equitable remedies available to the Employer. Employee acknowledges that money damages will not adequately compensate the Employer for Employees breach of any covenants contained in this Agreement. Employee grants the Employer the availability of preliminary and permanent injunctive relief because of the difficulties the Employer will experience in ascertaining and determining damages caused by Employee’s breach of any covenants contained in Section 1 of this Agreement. Employee’s breach of any of the covenants contained in Section 1 shall further result in Employee’s forfeiture of all rights Employee possesses pursuant to any post employment agreements between Employee and the Employer, and payments being made to Employee by the Employer pursuant to any post employment agreements between Employee and the Employer.

3. Employee’s Duty not to Disclose Trade Secrets Relating to the Employer. Employee has a duty not to disclose trade secrets relating to the Employer after the sale of Shares to the Employer.

a. Definition. “Trade secrets” shall mean all information, documents, know-how, and software relating to the business of the Employer supplied to or learned by Employee during or after his employment, or provided to Employee during or after his employment with the Employer, with respect to the business of the Employer or its affiliates, if any. Such trade secrets shall include, but are not limited to, documentation, customer and/or client lists, vendor lists, software, know-how, information relating to the Employer’s procedures or methods of operation, data tables, letter or other paperwork, and all other information, documents, and know-how that gives the Employer a business advantage over its competitors, either in the past, present, or future, and is not generally available to the public. Trade secrets shall not be restricted to paperwork, documents, letters, interoffice memorandums or other source of transmitting information that are labeled as a trade secret, confidential, or other indication that such information is a trade secret, as it is impractical and unfeasible for the Employer to label all its trade secrets in such a manner.

b. Duty of Non-disclosure. Employee shall treat trade secrets on a confidential basis and not disclose them to any other person, firm, or other entity without the prior written permission of the Employer, or use trade secrets for any purpose, other than as permitted by the President of the Employer. If Employee is compelled to disclose a trade secret by a Court of competent jurisdiction, Employee agrees to notify the Employer so that it may seek an appropriate protective order and/or waive your compliance with the provisions of this Agreement. The Employer will make all reasonable efforts to inform Employee what the Employer considers trade secrets, but Employee and the Employer acknowledge that it is impractical and unfeasible to completely inform Employee what the Employer considers trade secrets.

c. Nature of the Trade Secrets. Employee acknowledges that trade secrets are the sole and exclusive property of the Employer and such trade secrets give the Employer an opportunity to obtain an advantage over those who do not have access to know or use these trade secrets. Employees acknowledges that such trade secrets were designed and developed by the Employer at great expense and over lengthy periods of time, are unique, and constitute the exclusive property and trade secrets of the Employer. Employee further acknowledges that use of such trade secrets other than for the benefit of the Employer would be wrongful and would cause irreparable injury to the Employer.

4. Duty of Employee to Surrender all Records and Books Termination of Employment. All records of the accounts of customers, books or any other record and books relating in any manner whatsoever to the business of the Employer or customers of the Employer shall be the exclusive property of the Employer regardless of who actually purchased the original book or record. Such records, customer lists, and books constitute trade secrets of the Employer whether or not acquired by the Employer or Employee. All such books and records in Employee’s possession after the termination of his employment with the Employer shall be immediately surrendered to the Employer by the Employee within two (2) days after such termination.

5. Remedies for Violations of the Trade Secrets Provisions. Breach of any provision in Sections 3 or 4 of this Agreement shall also constitute breach of the Repurchase Agreement. Employee hereby acknowledges and agrees that in the event of any breach of Sections 3 or 4 of this Agreement, the Employer is authorized and entitled to obtain from any Court of competent jurisdiction preliminary and permanent injunctive relief as well as all other legal and equitable remedies available to the Employer. Employee acknowledges that money damages will not adequately compensate the Employer for Employees breach of Sections 3 or 4 of this Agreement. Employee grants the Employer the availability of preliminary and permanent injunctive relief because of the difficulties the Employer will experience in ascertaining and determining damages caused by Employee’s breach of Sections 3 or 4 of this Agreement. Employee’s breach of any of the covenants contained in Sections 3 or 4 of this Agreement shall further result in Employee’s forfeiture of all rights Employee possesses pursuant to any post employment agreements between Employee and the Employer, and payments being made to Employee by the Employer pursuant to any post employment agreements between Employee and the Employer.

6. Entire Agreement. This Agreement constitutes the entire understanding between the Employer and Employee as to this Agreement. All other prior agreements concerning the subject matter of this Agreement, either in written or verbal form, are replaced by this Agreement.

7. Severability. If any provision of this Agreement should be found by a court of competent jurisdiction to be invalid or unenforceable, the remaining provisions of this Agreement shall nevertheless continue in full force and effect.

8. Governing Law. This Agreement shall be governed by and construed in accordance with the laws of the State of California.

9. Attorney’s Fees. In the event legal proceedings become necessary to enforce or declare the provisions of this Agreement, the prevailing party shall be entitled to reasonable attorney’s fees, costs, and necessary disbursements in addition to such other relief as the prevailing party may be entitled pursuant to this Agreement, law, or equity.

10. Notice. Any notice provided for in this Agreement shall be deemed effective upon personal delivery or by deposit in the mails, certified postage prepaid addressed to the Employer at the principal place of business of the Employer and to the Employee at the address below.

11. Affiliate of the Employer. Affiliates of the Employer include all partnerships, corporations, limited liability companies, and other entities that are either engaged in a like business as the Employer, or are engaged in a business that is supportive to the Employer’s business activities. The parties agree that any and all restrictions relating to Employee’s covenant not to compete with an affiliate of the Employer is restricted only by any applicable state or federal law or regulation, and that any restrictions on Employee’s covenant not to compete with an affiliate of the Employer shall in no event invalidate Employee’s covenant not to compete with the Employer.

12. Amendment of this Agreement. The provisions of this Agreement may be waived, altered, amended, or repealed, in whole or in part, only on the written consent of all parties to this Agreement.

13. Binding Effect. This Agreement shall be binding on, and shall inure to the benefit of, the parties to it and their respective heirs, legal representatives, successors, and assigns.

14. Dispute Resolution. Except as otherwise provided for in this Agreement, any controversy or claim arising out of or relating to this Agreement or the breach thereof shall be attempted to be settled by mediation before a single mediator, unless otherwise agreed, in San Diego, California. The mediation shall be administered by and held in accordance with the applicable Mediation Rules of the American Arbitration Association. The parties shall, before the commencement of any legal proceedings, attempt in good faith to settle their dispute by mediation. The mediator shall be a retired Judge, familiar with the laws regarding the type of dispute to be mediated. The substantive laws of the State of California shall be applied to the resolution of the dispute. The prevailing party shall be entitled to reimbursement of attorney’s fees, costs, and expenses incurred in connection with any litigation. Mediation shall not be the exclusive remedy of either party. A party may institute legal proceedings in a court of competent jurisdiction only after such party has attempted to resolve any controversy or claim arising out of or relating to this Agreement or the breach thereof through the use of mediation.

15. Employment. Nothing in this Agreement shall confer upon any party any right to continue employment with the Employer or any of its subsidiaries, if any.

16. No Third Party Beneficiary Intended. Nothing in this Agreement is intended to confer any right to a person or entity who is not a party to this Agreement.

17. Pronouns; Statutory References. All pronouns and all variations thereof shall be deemed to refer to the masculine, feminine, or neuter, singular or plural, as the context in which they are used may require. Any reference to the California Corporations Code or other statutes or laws will include all amendments, modifications, or replacements of the specific sections and provisions concerned.

18. Headings. All headings herein are inserted only for convenience and ease of reference and are not to be considered in the construction or interpretation of any provision of this Agreement.

19. Interpretation. In the event any claim is made by any party to this Agreement relating to any conflict, omission or ambiguity in this Agreement, no presumption or burden of proof or persuasion shall be implied by virtue of the fact that this Agreement was prepared by or at the request of a particular party.

20. References to this Agreement. Numbered or lettered articles, sections and sub-sections herein contained refer to articles, sections and sub-sections of this Agreement unless otherwise expressly stated.

21. Multiple Counterparts. This Agreement may be executed in two (2) or more counterparts, each of which shall be deemed an original, but all of which shall constitute one and the same instrument.

22. Remedies Cumulative. The remedies under this Agreement are cumulative and shall not exclude any other remedies to which any person may be lawfully entitled.


IN WITNESS WHEREOF, the parties have caused this Agreement to be executed on the date first above written at S, California.

Employee Employer
, Inc., a California corporation


_______________________________ _______________________________
, Employee , President/CEO