NON-COMPETE AND NON-CIRCUMVENTION AGREEMENT

February 23, 2024

NON-COMPETE AND NON-CIRCUMVENTION AGREEMENT

This Non-Compete and Non-Circumvention Agreement (the “Agreement”) is made and entered into as of the [insert date] by and between XXXX whose place of business is located at [insert address] (the “Company”), and [insert subcontractor name] whose address is [insert address] (the “Subcontractor”).

RECITALS:

WHEREAS, The Company is engaged in the business of providing services to clients in the Renovation Services industry.

WHEREAS, The Subcontractor possesses certain skills, experience, and knowledge that are useful and valuable to the Company’s business.

WHEREAS, The Subcontractor desires to provide services to the Company as an independent contractor, and the Company desires to engage the Subcontractor to provide such services.

WHEREAS, the parties desire to enter into this Agreement to set forth the terms and conditions governing the relationship between them.

WHEREAS, The Company has clients who have engaged the Company to provide services, and the Company desires to protect its relationships with those clients and the confidential information of those clients.

WHEREAS, The Subcontractor acknowledges that it may have access to confidential information of the Company and its clients during the course of performing services for the Company.

WHEREAS, the parties desire to include provisions in this Agreement to protect the Company’s relationships with its clients and the confidential information of its clients.

NOW, THEREFORE, in consideration of the mutual covenants and agreements contained herein, and other good and valuable consideration, the receipt and sufficiency of which is hereby acknowledged, the parties agree as follows:

  1. NON-COMPETE, NON-DISCLOSURE, NON-CIRCUMVENTION COVENANT
  • Non-Compete Covenant
    • The Subcontractor agrees that during the term of this Agreement and for a period of Two (2) Years after the termination of this Agreement, the Subcontractor will not, directly or indirectly, own, manage, operate, control, be employed by, participate in, consult with, render services for, or otherwise assist any business or person engaged in Renovation Services that competes with the Company in any way, within a 100 mile radius of any office, location, or project site where the Subcontractor worked for the Company during the term of this Agreement.
    • The Subcontractor acknowledges that the Company would suffer irreparable harm in the event of a breach or threatened breach of this non-compete covenant and agrees that the Company shall be entitled to seek injunctive relief to enforce this covenant, without the need to post bond or other security.
  • Non-Disclosure Covenant
    • The Subcontractor agrees that during the term of this Agreement and at all times thereafter, the Subcontractor will not use or disclose to any person or entity any confidential information, trade secrets, or proprietary information relating to the Company’s business or any client of the Company that was disclosed to or learned by the Subcontractor in connection with the services performed by the Subcontractor under this Agreement.
    • The Subcontractor agrees to take all necessary and reasonable steps to safeguard and protect the confidentiality of the Company’s confidential information, trade secrets, and proprietary information, including, but not limited to, limiting access to such information to those employees or agents who have a need to know such information in order to perform their duties for the Company.
    • The Subcontractor acknowledges that the Company would suffer irreparable harm in the event of a breach or threatened breach of this non-disclosure covenant and agrees that the Company shall be entitled to seek injunctive relief to enforce this covenant, without the need to post bond or other security.
  • Non-Circumvention Covenant.
    • The Subcontractor agrees that during the term of this Agreement and for a period of [Insert Time Period] after the termination of this Agreement, the Subcontractor will not, directly or indirectly, circumvent, avoid, bypass, or obviate the Company ‘s relationship with any Customer or Prospective Customer with whom the Subcontractor has been introduced to or has had any contact through the Company, for the purpose of providing goods or services that compete with the Company’s business.
    • The Subcontractor further agrees that it will not, directly or indirectly, solicit, divert, or take away, or attempt to solicit, divert, or take away, any Customer or Prospective Customer with whom the Subcontractor has been introduced to or has had any contact through the Company, for the purpose of providing goods or services that compete with the Company’s business.
    • The Subcontractor acknowledges that a breach of this Non-Circumvention Covenant will cause irreparable harm to the Company, for which the Company may not have an adequate remedy at law.
    • The Subcontractor agrees that in the event of any such breach, the Company shall be entitled, in addition to any other remedies available to it at law or in equity, to seek injunctive relief to enforce the provisions of this Non-Circumvention Covenant, without the need to post bond or other security.
  1. DRAW REQUIREMENTS:
  • The Subcontractor acknowledges and agrees that a breach of any of the provisions of this Agreement, including but not limited to the non-compete, non-disclosure, and non-circumvention covenants, may cause irreparable harm to the Company, for which the Company may not have an adequate remedy at law.
  • The Subcontractor agrees that in the event of any such breach, the Company shall be entitled, in addition to any other remedies available to it at law or in equity, to seek injunctive relief to enforce the provisions of this Agreement, without the need to post bond or other security. The Subcontractor further agrees to reimburse the Company for all costs and expenses, including reasonable attorneys’ fees, incurred by the Company in enforcing this Agreement.
  • In the event of a breach of this Agreement by the Subcontractor, the Company shall have the right to terminate this Agreement upon written notice to the Subcontractor. The Subcontractor shall be liable for any damages incurred by the Company as a result of the breach, including but not limited to lost profits, costs of replacement, and any other direct or indirect damages arising from the breach.
  • The termination of this Agreement shall not release the Subcontractor from any liability for breach of this Agreement occurring prior to the date of termination. The Subcontractor shall continue to be bound by the non-compete, non-disclosure, and non-circumvention covenants set forth in this Agreement even after the termination of this Agreement.
  • BREACH OF CONTRACT:
    • The Subcontractor acknowledges and agrees that any breach of the provisions of this Agreement will cause irreparable harm to the Company, for which the Company may not have an adequate remedy at law. The Subcontractor agrees that in addition to any other remedies available to the Company at law or in equity, the Company shall be entitled to seek injunctive relief to enforce the provisions of this Agreement, without the need to post bond or other security.
    • In the event of any breach of this Agreement by the Subcontractor, the Company shall be entitled to seek any and all available remedies, including but not limited to, injunctive relief, damages, and specific performance.
    • The Subcontractor further agrees to indemnify, defend, and hold harmless the Company, its officers, directors, employees, agents, and affiliates from and against any and all claims, damages, expenses, or other losses arising out of or in connection with any breach by the Subcontractor of the provisions of this Agreement. This indemnification obligation shall survive the termination of this Agreement.
  1. GOVERNING LAW AND DISPUTE RESOLUTION:
    • This Agreement shall be governed by and construed in accordance with the laws of the State of Alabama, without giving effect to its conflict of laws principles.
    • Any dispute arising out of or relating to this Agreement shall be resolved through arbitration in accordance with the rules of the American Arbitration Association. The arbitration shall take place in [insert city and state], and the arbitrator shall apply the laws of the State of Alabama in making any award.
  2. COUNTERPARTS:
    • This Agreement may be executed in counterparts, each of which shall be deemed an original, but all of which together shall constitute one and the same instrument.

IN WITNESS WHEREOF, the parties hereto have executed this Agreement as of the date first above written.

[Subcontractor Name]

By: ___________________________

Name: _________________________

Title: __________________________

Date: __________________________

________________________________________

XXXX

By: ___________________________

Name: _________________________

Title: __________________________

Date: __________________________

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