Non-solicitation acknowledgement

Non-Solicitation Acknowledgement ____ (Company name) This acknowledgement is made between ____ (Employee’s full name) (the “Employee”) and ____ (Company’s legal name) (the “Company”), on ____ (Date). The Employee holds the position of ____ (Employee’s role). A. In the Employee’s role, the Employee will meet the Company’s customers, learn about its plans and work closely with its people. B. The Company has a legitimate interest in protecting the relationships it has built and the confidential information that it shares with the Employee, and the Employee has agreed to the limited promises below in return for the Company’s continued employment and the access that goes with the role. Section 1: What the words mean 1.1 “Restricted Period” means the time the Employee works for the Company and ____ (Period after leaving) after the Employee stops working for it, for any reason. 1.2 “Customer” means a person or business that bought from the Company, or that the Company was actively talking to about a sale, in the twelve months before the Employee left, and with which the Employee dealt or about which the Employee learned confidential information. 1.3 “Colleague” means an employee or contractor of the Company with whom the Employee worked in the twelve months before the Employee left. Section 2: Customers 2.1 During the Restricted Period the Employee will not, directly or through anyone else, use the Company’s confidential information to invite or encourage a Customer to stop buying from the Company or to reduce what it buys. 2.2 This does not stop the Employee from working for a business that competes with the Company, or from doing business with a Customer who finds the Employee without being invited, as long as the Employee does not use the Company’s confidential information. Section 3: Colleagues 3.1 During the Restricted Period the Employee will not directly invite or encourage a Colleague to leave the Company to work elsewhere. 3.2 General advertising of jobs that is not aimed at the Company’s people, and hiring someone who answers it, is not a breach. Neither is giving a reference when asked. Section 4: Confidential information 4.1 The Employee will keep the Company’s confidential information private and use it only for the Company’s business, during the Restricted Period and afterwards, and will return it when the Employee leaves. Section 5: These promises are reasonable 5.1 The Employee has had the chance to read this acknowledgement and to ask questions, and agrees that the promises are fair, are no wider than is needed to protect the Company’s legitimate interests, and leave the Employee free to earn a living. 5.2 If a court decides that any promise is wider than the law allows, the court may limit it to the extent that is allowed, and the rest stays in force. If the law of the Employee’s state does not allow a promise of this kind, that promise does not apply. 5.3 The Company may ask a court to stop a breach of this acknowledgement. This does not limit any other remedy. Section 6: Telling a new employer 6.1 While the Restricted Period lasts, the Employee may tell a new employer about this acknowledgement, and the Company may give a copy of it to a new employer. The Company will not suggest to anyone that the Employee has broken it unless it believes in good faith that the Employee has. Section 7: Some examples 7.1 Not allowed: using a customer list taken from the Company to email its customers an offer from a new employer; asking a former colleague to resign and join the Employee at a new business. 7.2 Allowed: working for a competitor; replying to a former customer who contacts the Employee first and has not been invited to; being listed in a professional directory; a former colleague applying for a job after seeing a public advertisement. Section 8: Governing law 8.1 This document, and any dispute arising out of it, is governed by the laws of the State of ____ (Governing law (state)), without regard to its rules about conflicts of laws. Section 9: General 9.1 Changes in writing. A change to this acknowledgement is effective only if it is in writing and signed by both sides. An email exchange does not change it unless each side expressly says that it is a change and signs it electronically. 9.2 Counterparts and electronic signatures. This acknowledgement may be signed in separate copies, which together are one document. A signature made electronically, including by typing, drawing or selecting a signature, is as effective as a handwritten one, and each side agrees to sign and keep this acknowledgement in electronic form. 9.3 This acknowledgement does not change the Employee’s at-will status or any right to take part in protected activity, including reporting concerns to a government agency, and it is not a promise of employment for any period. Signatures By signing below, each party agrees to this document and confirms that the person signing has the authority to do so. Employee ____ (Printed name) Printed name ____ (Employee signature) Signature ____ (Employee date signed) Date Company ____ (Printed name) Printed name ____ (Title or capacity) Title or capacity ____ (Company signature) Signature ____ (Company date signed) Date