Non-Competition Agreement

Non-Competition and Non-Solicitation Agreement

This Non-Competition and Non-Solicitation Agreement is made on [EFFECTIVE DATE] (the "Effective Date") between [COMPANY FULL NAME], a [CORPORATE JURISDICTION] corporation with its principal place of business at [COMPANY ADDRESS] (the "Company") and [PARTY FULL NAME], whose principal place of residence is at [PARTY ADDRESS] ("PARTY]").

The parties agree as follows:

1. Definitions

1.1. "Notice" means any notice, request, direction, or other document that a party can or must make or give under this agreement.

1.2. "Person" includes

(a) any corporation, company, limited liability company, partnership, Governmental Authority, joint venture, fund, trust, association, syndicate, organization, or other entity or group of persons, whether incorporated or not, and

(b) any individual.

1.3. "Restricted Activity" means

(a) owning, controlling, financing, managing, or operating a Restricted Business,

(b) participating in the ownership, control, financing, management, or operation of a Restricted Business, or

(c) providing any services to or on behalf of[, or being connected as a director, officer, shareholder, partner, principal, agent, advisor, or consultant of any Person engaged in,]

a Restricted Business.

1.4. "Restricted Business" means [DESCRIBE RESTRICTED BUSINESS].

1.5. "Restricted Period" means the period starting on the Effective Date and ending [RESTRICTED PERIOD TERM] years after [END DATE].

1.6. "Restricted Territory" means [DESCRIBE RESTRICTED TERRITORY].

2. Purpose. In connection with [DESCRIBE PURPOSE], the [PARTY] agrees to the restrictions contained in this agreement.

3. Non-Competition

3.1. No Restricted Activity. During the Restricted Period and within the Restricted Territory, the [PARTY] shall not, directly or indirectly, engage in any Restricted Activity.

3.2. Permitted Investments. The [PARTY] may, however, participate as a passive investor holding up to [PASSIVE INVESTMENT PERCENT]% of the equity securities of a publicly-traded Person that is engaged in the Restricted Business.

4. Non-Solicitation. During the term of this agreement, the [PARTY][, on its own behalf or in the service or on behalf of others] shall not

4.1. induce or attempt to induce any officer, director, or employee to leave the Company, or

4.2. solicit the business of any customer[ or consultant] of the Company.

5. Term. This agreement is effective as of the Effective Date and ends at the end of the Restricted Period, unless earlier terminated.

6. No Conflicts. The [PARTY] represents and warrants to the Company, acknowledging that the Company is relying on this statement, that the [PARTY] is under no restriction or obligation that may affect the performance of his or her obligations under this agreement.

7. Acknowledgements

7.1. Extent of [PARTY]'s Obligations. Except for the terms of section 3.2 (Permitted investments), the [PARTY] 's obligations under this agreement extend to any actions carried out on his or her own behalf or on behalf of or in connection with any other Person, directly or indirectly, in any capacity and in any part of the Restricted Territory.

7.2. Reasonableness of Restrictions. The [PARTY] acknowledges that the restrictions contained in this agreement are (a) fair and reasonable in scope and duration, (b) necessary to protect the Company's legitimate business interests, and (c) a material inducement to the Company to enter into [this agreement/TRANSACTION AGREEMENT]. Accordingly, [PARTY] waives all defences to the Company's strict enforcement of his or her obligations under this agreement.

7.3. Enforcement of Restrictions. If any restriction imposed under this agreement is in any jurisdiction held to be excessively broad, that restriction will be interpreted, in that jurisdiction, by limiting the particular term so as to be enforceable to the extent compatible with the applicable Law in that jurisdiction.

8. Indemnification

8.1. [PARTY]'s Indemnity. The [PARTY] shall indemnify the Company[ and its directors, officers, employees, shareholders, partners, agents, and affiliates,] against all claims, liability, costs, and expenses (including legal fees) arising from any third party claim or proceeding brought against the Company that relates to or arises out of any action of [PARTY] in breach of the terms of this agreement.

8.2. Notice of Claim. The Company shall give prompt Notice to the [PARTY] of any claim or potential claim for indemnification under this section.

9. Return of Property. Upon termination of this agreement, the [PARTY] shall return to the Company all Company property, both originals and copies, under his or her direct or indirect control.

10. General

10.1. Entire Agreement. This agreement contains all the terms agreed to by the parties relating to its subject matter. It replaces all previous discussions, understandings, and agreements.

10.2. Amendment. This agreement may only be amended by a written document signed by both parties.

10.3. Assignment. The [PARTY] may not assign any rights or delegate any obligations under this agreement. The Company may assign its rights and obligations under this agreement

(a) to any subsidiary or affiliate, or

(b) in connection with any sale, transfer, or other disposition of all or substantially all of its business or assets but only if the assignee assumes all of the Company's obligations.

10.4. Third Party Beneficiaries. The Indemnification terms of this agreement confer rights and remedies upon the Company's directors, officers, employees, shareholders, partners, agents or Affiliates. No person other than the parties themselves and those beneficiaries has any rights or remedies under this agreement.

10.5. Acknowledgement of Contract Terms. The [PARTY] acknowledges that he or she

(a) has read the agreement,

(b) understands its terms,

(c) has had the opportunity to consult[ and has consulted] with independent legal counsel, and

(d) has signed this agreement voluntarily.

10.6. Notices

(a) Form of Notice. All notices and other communications between the parties must be in writing.

(b) Method of Notice. Notices must be given by (i) personal delivery, (ii) a nationally-recognized, next-day courier service, (iii) first-class registered or certified mail, postage prepaid[, (iv) fax][ or (v) electronic mail] to the party's address specified in this agreement, or to the address that a party has notified to be that party's address for the purposes of this section.

(c) Receipt of Notice. A notice given in accordance with this agreement will be effective upon receipt by the party to which it is given or, if mailed, upon the earlier of receipt and the fifth day following mailing.

10.7. Remedies Cumulative. The rights and remedies provided to a party under this agreement are cumulative and in addition to, not exclusive of or in substitution for, any rights or remedies otherwise available to that party.

10.8. Survival. Sections 3 (Non-Competition) and 4 (Non-Solicitation) survive the termination of this agreement.

10.9. Severability. If any part of this agreement is declared unenforceable or invalid, the remainder will continue to be valid and enforceable.

10.10. Waiver. The failure or neglect by a party to enforce any of rights under this agreement will not be deemed to be a waiver of that party's rights.

10.11. Injunctive relief. The [PARTY] acknowledges that its breach or threatened breach of any of its obligations under this agreement would not be susceptible to adequate relief by way of monetary damages only. Accordingly, the Company may, in that case, apply to court for any applicable equitable remedies (including injunctive relief), without the need to post any security.

10.12. Governing Law. This agreement will be governed by and construed in accordance with the laws of the State of [GOVERNING LAW STATE ], without regard to its conflict of laws rules.

10.13. Waiver of Jury Trial. Each party irrevocably waives its rights to trial by jury in any action or proceeding arising out of or relating to this agreement or the transactions relating to its subject matter.

10.14. Attorneys' Fees. If either party brings legal action to enforce any of its rights under this agreement, the prevailing party will be entitled to recover its costs and expenses (including reasonable attorneys' fees) incurred in connection with the action and any appeal.

10.15. Interpretation

(a) Number and gender. Unless the context requires otherwise, words importing the singular number include the plural and vice versa; words importing gender include all genders.

(b) Headings. The headings used in this agreement and its division into articles, sections,[ schedules, exhibits, appendices,] and other subdivisions do not affect its interpretation.

(c) Internal References. References in this agreement to articles, sections, and other subdivisions are to those parts of this agreement.

(d) Construction of Terms. The parties have each participated in settling the terms of this agreement. Any rule of legal interpretation to the effect that any ambiguity is to be resolved against the drafting party will not apply in interpreting this agreement.

(e) Conflict of Terms. If there is any inconsistency between the terms of this agreement and those in any schedule to this agreement or in any document entered into under this agreement, the terms of [this agreement/[TRANSACTION AGREEMENT]] will prevail. The parties shall take all necessary steps to conform the inconsistent terms to the terms of [this agreement/[ TRANSACTION AGREEMENT].

10.16. Counterparts. This agreement may be signed in any number of counterparts, each of which is an original and all of which taken together form one single document.

10.17. Effective Date. This agreement is effective as of the date shown at the top of the first page, even if any signatures are made after that date.

This agreement has been signed by the parties.