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THIS NON-COMPETE AGREEMENT is made this ________ day of ________ 20 __, between ________ [Name] of ________ [Address], hereinafter referred to as "Undersigned", and ________ [Name] of ________ [Address], hereinafter referred to as "Company".
WHEREAS, both parties desire to enter into a non compete arrangement as follows:
[Describe competitive business and reason]
01. NOW, therefore intending to be legally bound, both parties agree as follows:
(a) Undersigned agrees not to compete with Company within an area of influence as described below.
[Describe area inclusive of a radius of miles from Company's office address]
(b) Undersigned shall not operate as an owner, manager, agent, director, ceo, partner, consultant, broker or employee of a comparable business or corporation to Company.
(c) The parties being of the same mind and accord agree this agreement shall continue for ____ [years] from the date and signing of this agreement and end on the ________ day of ________ 20 __.
02. Miscellaneous Provisions. The various headings and numbers herein and the grouping of provisions of this Agreement into separate divisions are for the purpose of convenience only and shall not be considered a part hereof. The language in all parts of this Agreement shall in all cases be construed in accordance to its fair meaning as if prepared by all parties to the Agreement and not strictly for or against any of the parties.
03. Breach and Waiver. Should either party incur any expense or legal fees as a result of the breach of any portion of this Agreement by the other party, the Court shall award reasonable attorney's fees and suit expenses to the non-defaulting party which are reasonably incurred. No breach, waiver, or default of any of the terms of this agreement shall constitute a waiver of any subsequent breach or default of any of the terms of agreement.
04. Severability. Should any Court hold that any portion of this agreement is invalid, the remainder shall be in full force and effect, and the invalid portion shall be struck from the agreement or modified as the Court shall order.
05. Representations. Neither party has made any representations nor promises, other than those contained in this agreement or in some further writing signed by the party making the representation or promise.
06. Both parties agree not to molest, harass, interfere with, or impose any restraint upon the other, except as set out in this Agreement.
07. In connection with this Agreement and the transactions contemplated hereby, each party to this Agreement will execute and deliver any additional documents and perform any additional acts that may be necessary or appropriate to effectuate and perform its obligations under this Agreement and the transactions contemplated hereby.
08. Attorney Fees. In the event that a dispute arises with respect to this Agreement, the party prevailing in such dispute shall be entitled to recover all expenses, including, without limitation, reasonable attorney fees and expenses, incurred in ascertaining such party's rights or in preparing to enforce, or in enforcing, such party's rights under this Agreement, whether or not it was necessary for such party to institute suit.
09. Failure to Object Not a Waiver. The failure of a party to object to, or to take affirmative action with respect to, any conduct of the other which is in violation of the terms of this Agreement shall not be construed as a waiver of the violation or breach or of any future violation, breach, or wrongful conduct until [---] days since the wrongful act or omission to act has passed.
10. Unenforceable Terms. Any provision hereof prohibited or unenforceable under any applicable law of any jurisdiction shall as to such jurisdiction be ineffective without affecting any other provision of this Agreement. To the full extent, however, that the provisions of such applicable law may be waived, they are hereby waived to the end that this Agreement be deemed to be a valid and binding agreement enforceable in accordance with its terms.
11. Execution In Counterparts. This Agreement may be executed in several counterparts and when so executed shall constitute shall constitute one agreement binding on all the parties, notwithstanding that all the parties are not signatory to the original and same counterpart.
12. Incorporation By Reference. All exhibits referred to in this Agreement are incorporated herein in their entirety by such reference.
13. Cross-References. All cross-references in this Agreement, unless specifically directed to another agreement or document, refer to provisions in this Agreement, and shall not be deemed to be references to any overall transaction or to any other agreements or documents.
14. This Agreement may be modified or amended, if the amendment is made in writing and is signed by both parties.
15. Transfer Of Rights. This Agreement shall be binding on any successors of the parties.
16. Notices. Any notice to be given or to be served upon any party hereto must be in writing and may be given by certified or registered mail, but shall be deemed to have been given and received when a certified or registered letter containing such notice, properly addressed with postage prepaid, is deposited in U.S. Mail. If notice is given in some manner other than by certified or registered mail, it shall be deemed to have been given when delivered to and received by the party to whom it is addressed, Such notices shall be given to the parties hereto at the following addresses:
If to the [Company]:
[city, state, zip]
If to the [Undersigned]:
[city, state, zip]
All such notices and communications shall be deemed to have been duly given when delivered by hand, if personally delivered; three (3) business days after deposit in U.S. Mail, postage prepaid, if mailed; when answered back, if faxed; and when receipt is acknowledge. Any party hereto may change its address for purposes of this paragraph by written notice given in the manner provided above.
17. Complete Agreement of the Parties. This is the complete agreement of the parties and it supersedes any agreement that has been made prior to this agreement.
18. Assignment. This Agreement is of a personal nature and may not be assigned.
19. Binding. This Agreement shall be binding both of the parties hereto.
20. Governing Law. The parties hereby expressly acknowledge and agree that this Agreement is entered into in the State of [STATE] and, to the extent permitted by law, this Agreement shall be construed, and enforced in accordance with the laws of the State of [STATE].
IN WITNESS WHEREOF, the parties have executed this Agreement the day and year first above written.