Non-Solicitation, Non-Competition, Non-Disclosure Agreement

THIS AGREEMENT made as of the _____ day of _______________, __(year)__

BETWEEN ______________________________ (herein referred to as the “Employee”)

______________________________

(Address) ______________________________

AND ______________________________ (herein referred to as the “Company”)

______________________________

(Address) ______________________________

WHEREAS the Employee and the Company have entered into an Employment Agreement. NOW THEREFORE in consideration for consideration paid by the Company to the Employee, (the receipt and sufficiency of which is hereby acknowledged), the Employee and the Company agree as follows:

1. NON-DISCLOSURE OF INFORMATION CONCERNING THE BUSINESS
   1. Non-Disclosure Agreement – The Employee shall not at any time, whether during or subsequent to the term of the Employee’s employment, directly or indirectly use, divulge, disclose or communicate to any person, form or corporation, in any manner whatsoever, any confidential information concerning the matters affecting or relating to the business of the Company, including but not limited to the names of any customers, marketing methods and related data, costs of materials, lists or other written or electronic terms of employment, or any other confidential financial information of, or about, or concerning the business of the Company, its manner of operation or other confidential data of any kind, nature or description. The parties hereby stipulate that as between them, the foregoing matters are important, material, confidential and proprietary and affect the successful conduct of the Company’s business and its goodwill and reputation, and that any breach of any term of this paragraph is a material breach of this Agreement.
2. PROPRIETARY INTEREST IN BOOKS AND RECORDS
   1. Books and Records - All equipment, notebooks, documents, memoranda, reports, samples, books, correspondence, lists, charts and all other written or electronic records affecting or relating to the business of the Company, which the Employee shall prepare, use, possess or control shall be and remain the sole and exclusive property of the Company.
   2. In the event of termination of employment for any reason whatsoever, whether voluntary or involuntary, the Employee shall promptly deliver to the Company all equipment, notebooks, documents, memoranda.
   3. EMPLOYEE COVENANT
      The Employee will not:
      1. For a period of two years from the date that the Employee leaves the employment of the Company for any reason, he or she will not directly or indirectly carry on any aspect of the business of __(briefly describe what the business is)__ by brokering or sales or management thereof, be employed by, solicit business for, have a financial interest in, lend money to, guarantee the debts or obligations of, or lend assistance to any person, firm, corporation or partnership within the Territory.
      2. For a period of two years from the date that the Employee leaves the employment of the Company for any reason, he or she will not directly or indirectly conduct any aspect of the business of __(briefly describe what the business is)__ by brokering or sales or management thereof, for then current clients or former clients (within the 12 months prior to the Employee leaving the Company) of the Company, regardless of the geographic location of those clients or former clients.
         < br /> The “TERRITORY” means the area comprised within the present boundaries of the Municipal District of _________________ including any other Town, Village, Hamlet or other constituted municipal entity within the boundaries of the Municipal District of ___________________.
      3. For a period of two years from the date that the Employee leaves the employment of the Company, the Employee will not hire away or attempt to induce any other employee of the Company to leave his or her employ to go into business with the Employee or any other person, to form a corporation or partnership.
   4. ENFORCEMENT AND SURVIVAL
      1. Scope of Covenants – Each provision of the Agreement is declared to constitute a separate and distinct covenant and has sever ability from all other separate and distinct covenants. Without limiting the foregoing, each provision contained in Paragraphs 1, 2 and 3 of the Agreement is declared to constitute a separate and distinct covenant in respect of each capacity and each activity and in respect of each geographical area specified in Paragraphs 1, 2 and 3 and to be separable from all other separate and distinct covenants. If any of the capacities, activities, periods or geographical areas specified in Paragraphs 1, 2 and 3 are considered by a Court of competent jurisdiction as being unreasonable, the parties agree that the Court shall have the authority to limit or alter such capacities, activities, periods or geographical areas as the Court deems proper in the circumstances.
      2. Injunctive Relief – The parties recognize that a breach by the Employee of any of the covenants contained in Paragraphs 1, 2 and 3 of this Agreement would result in damages to the Company and that the Company will initiate remedies to be adequately compensated for such damages by The Employee. Remedies available to the Company which would therefore be necessary and appropriate in the circumstances includes, but is not limited to; monetary award, restraining order, decree, interim, interlocutory and permanent injunction.
      3. Necessary Restrictions - The parties agree that all restrictions contained in Paragraphs 1, 2 and 3 of this Agreement are necessary and fundamental to the protection of the Company’s position and are reasonable and valid, and all defenses to the strict enforcement of this Agreement by the Company are waived by the Employee.
   5. NOTICE
      1. All notices, requests, demands or other communication required to be given under the terms of the Agreement shall be made in writing and shall be deemed to have been duly given, if delivered personally, given by prepaid telegram or mailed first class, postage prepaid or by registered mail to the addresses as previously listed in this Agreement.
   6. MISCELLANEOUS
      1. Survival – The provisions of paragraph 1, 2 and 3 shall survive the expiration or earlier termination of this Agreement.
      2. Non-Waiver – It is agreed by the parties that no failure or delay by the Company in exercising any right, power or privilege under this Agreement shall not operate as a waiver thereof, nor shall any single or partial exercise thereof precluded any other or future exercise of any right power or privilege under this Agreement.
      3. Delegation of Duties – The Employee may not delegate the services and obligations he or she is required to perform under this Agreement without the prior written consent of the Company.
      4. Amendment – This Agreement may be modified only by and to the extent of the written agreement of the Company and the Employee.
      5. Entire Agreement – This Agreement contains the entire agreement of the parties hereto and supersedes a prior oral or written agreement between them relating to the subject matter contained therein.
      6. Assignment – This Agreement shall not be assigned by the Employee, as it is a personal services agreement.
      7. Governing Law – This Agreement shall be governed by and construed in accordance with the laws of the __(State/Province)__ of __(Name of State/Province)__ and if any legal action is required to enforce any terms of this Agreement, the Courts in the __(State/Province)__ of __(Name of State/Province)__ shall have sole jurisdiction for the bringing of such action.
      8. Sever ability - If any term, provision or covenant of this Agreement is held to be invalid, void or unenforceable, the remainder of the terms hereof shall remain in full force and effect and shall in no way be affected, impaired or invalidated.
      9. Counterparts – This Agreement may be executed in one or more counterparts which, taken together, shall constitute on agreement.
      10. Legal Fees and Disbursements – If any legal action is necessary to enforce the terms and conditions of this Agreement, the prevailing party shall be entitled to recover all costs of suit and reasonable legal fees and disbursements as determined by the Court.
      11. Time – Time shall be of the essence of this Agreement.
   IN WITNESS WHEREOF the Company and Employee have executed this Agreement this ____day of ________________, __(year)__.
   
   __________________________________
   
   (The “Employee”)
   
   ______________________________
   
   (The “Company”)
   
   SIGNED AND DELIVERED )
   
   In the presence of: )
   
   )
   
   )
   
   __________________________ )
   
   (Witness)