Confidentiality, Non-solicitation, and Non-Service Agreement Template

Confidentiality, Non-solicitation and Non-Service Agreement Template

Use this template to clarify to your cleaners what your expectations are around things like trying to work with your clients directly, giving out information about them to others. Just make sure you update the company tags with your company name.

Remember; while this document was made by a lawyer, we are not lawyers so consult with a lawyer when using this template for your business.

Confidentiality, Non-solicitation, and Non-Service Agreement


[Insert Company Name Here] (the “Company”) prides itself on developing and nurturing the skills of our employees.  In doing so, we encourage our employees to develop relationships with our clients.  Our people, their knowledge, and client relationships are our most valuable assets.  Also vital to our company is the protection of our confidential information, client goodwill, and intellectual property rights in this very competitive world.  Because of this, you agree to abide by the following obligations: 


  1. ACCESS TO INFORMATION


While with the Company, you will have access to and obtain confidential or proprietary information about the Company and/or its clients, including but not limited to the Company’s client lists, the Company’s client contacts, Company’s marketing and/or creative policies, practices, concepts, strategies, and methods of operations, internal policies, pricing policies and procedures, cost estimates, employee lists, financial or business projections, and information about or received from clients and other companies with which the Company does business.  Such information shall be collectively referred to as “confidential information.”


  1. CONFIDENTIAL INFORMATION


You are aware that the confidential information is not readily available to the public. You agree that during your employment with the Company, and after it ends, you will keep confidential and not disclose the confidential information to anyone or use it for your own benefit or for the benefit of others, except in performing your duties as our employee.  You agree that this restriction shall apply whether or not any such information is marked “confidential.”  Upon the termination of your employment hereunder or at any other time upon the Company’s request, you shall deliver forthwith to the Company all memoranda, notes, records, reports, computer disks and other documents (including all copies thereof) containing such confidential information.


  1. DUTY OF LOYALTY


You agree that while you are employed by the Company, (a) you have an undivided duty of loyalty and fair dealing to the Company and will work for the best interests of the Company and not take over any of the Company's business opportunities or prospective business opportunities for your personal gain and/or to the detriment of the Company; (b) you will not engage in any other activities that conflict with your obligations to the Company. 


  1. POST-EMPLOYMENT OBLIGATIONS


You agree that your position with the Company places you in a position of confidence and trust with the clients and employees of the Company.  You agree that in the course of your employment with the Company, you will develop a personal acquaintanceship and relationship with the clients of the Company and knowledge of those clients’ affairs and requirements.   And you acknowledge and agree that clients choose to work with the Company because of the entirety of its offerings and that to the extent you are involved in efforts to recruit new clients, such new clients will not be coming to the Company solely to avail themselves of your services.  Consequently, you agree that it is reasonable and necessary for the protection of the goodwill and business of the Company that you make the covenants contained in this agreement.  Accordingly, you agree that for the one-year period after the termination of your employment, for any reason whatsoever, you shall not, directly or indirectly, except on behalf of Company:


(a) attempt in any manner to solicit, persuade or induce any Client of the Company to terminate, reduce or refrain from renewing or extending its contractual or other relationship with the Company in regard to the purchase of products or services marketed or sold by the Company, or to become a Client of or enter into any contractual or other relationship with you or any other individual, person or entity in regard to the purchase of products or services similar or identical to those marketed or sold by the Company; or


(b) attempt in any manner to solicit, persuade or induce any individual, person or entity which is, or at any time during your employment with the Company was, a supplier of any product or service to the Company or vendor of the Company (whether as a distributor, agent, commission agent, employee or otherwise) to terminate, reduce or refrain from renewing or extending his, her or its contractual or other relationship with the Company; or


(c) render to or for any Client any services of the type rendered by the Company; or


(d) employ as an employee or retain as a consultant any person who is then, or at any time during the preceding twelve months was, an employee of or exclusive consultant to the Company (unless the Company had terminated the employment or engagement of such employee or exclusive consultant prior to the time of the alleged prohibited conduct), or persuade or attempt to persuade any employee of or exclusive consultant to the Company to leave the employ of the Company or to become employed as an employee or retained as a consultant by anyone other than the Company.  


As used in this paragraph 5, the term "Client" shall mean (A) anyone who is a client of the Company as of, or at any time during the one-year period immediately preceding, the termination of your employment, but only if you had a direct relationship with, supervisory responsibility for or otherwise were involved with such client during your employment with the Company; and (B) any prospective client to whom the Company made a new business presentation (or similar offering of services) at any time during the one-year period immediately preceding, or six-month period immediately following, your employment termination (but only if initial discussions between the Company and such prospective client relating to the rendering of services occurred prior to the termination date, and only if you participated in or supervised such presentation and/or its preparation or the discussions leading up to it).


As used in this paragraph 5, the term “solicit” shall include: (A) active solicitation of any Client or Company employee; (B) the provision of information regarding any Client or Company employee to any third party where such information could be useful to such third party in attempting to obtain business from such Client or attempting to hire any such Company employee; and (C) participation in any meetings, discussions, or other communications with any third party regarding any Client or Company employee where the purpose or effect of such meeting, discussion or communication is to obtain business from such Client or employ such Company employee.  


As used in this paragraph 5, the term "Company" shall include all subsidiaries and affiliates of [Insert Company Name Here].


  1. REMEDIES


You acknowledge and agree that the Company’s monetary remedy at law for a breach or threatened breach of any of the provisions of Paragraphs 2, 3 or 4 of this Agreement would be inadequate and, in recognition of that fact, in the event of a breach or threatened breach by you, or anyone acting in concert with you, of any of the provisions of Paragraphs 2, 3 or 4 of this Agreement, it is agreed that in addition to its remedy at law, the Company shall be entitled to appropriate equitable relief in the form of specific performance, preliminary or permanent injunction, temporary restraining order or any other appropriate equitable remedy which may then be available.  You further agree that the Company will be entitled to such remedies without having to post bond or other security and without having to prove the inadequacy of the available remedies at law.

  

  1. NON-DISPARAGEMENT


You agree that you shall not, at any time, make, or cause to be made, any statement or communicate any information (whether oral or written) that disparages or reflects negatively on the Company or its products, services or employees; provided, however, that this paragraph shall not prohibit you from making any truthful statements that are required by applicable law or valid legal process, or that are protected by applicable law.


  1. THIRD-PARTY RIGHTS


You warrant that you are not bound by the terms of a confidentiality agreement or non-competition agreement or any other agreement with a former employer or other third party which would preclude you from accepting employment by the Company or which would preclude you from effectively performing your duties for the Company.  You further warrant that you have the right to make all disclosures that you will make to the Company during the course of your employment by the Company.  You agree that you shall not disclose to the Company, or seek to induce the Company to use, any confidential information in the nature of trade secrets or other proprietary information belonging to others.  You further agree to provide the Company with a copy of any and all agreements with a former employer or other third party which may limit your right to work for, or to make disclosures to, the Company.


  1. SEVERABILITY


If any provision of this Agreement is deemed invalid or unenforceable, the validity of the other provisions of this Agreement shall not be impaired.  If any provision of this Agreement is deemed invalid as to its scope, then notwithstanding such invalidity, that provision shall be deemed valid to the fullest extent permitted by law, and the parties hereto agree that, if any court makes such a determination, it shall have the power to reduce the duration, scope and/or area of such provision and/or to delete specific words and phrases by “blue penciling” and, in its reduced or blue penciled form, such provision shall then be enforceable as permitted by law.


  1. MISCELLANEOUS


(a) You agree that this agreement shall survive the termination of your employment with the Company.


(b) The Company shall have the right to assign this agreement, and, accordingly, this agreement shall inure to the benefit of, and may be enforced by, any and all successors and assigns of the Company, it being understood that any such assignment shall not affect the terms and conditions contained in this agreement.  


(c) This agreement is limited to its terms and is not regarded by either of us as an agreement, contract, or guarantee of employment between you and the Company.  This agreement supersedes all agreements concerning the subject matter hereof.


(d) The terms of this agreement and all rights and obligations of the parties, including its enforcement, shall be interpreted and governed by the laws of the State of New York.



We look forward to the continued success of the Company and our mutually-rewarding work relationship.



AGREED TO AND ACCEPTED:


Signature: ____________________ Print Name: _______________


Date: _____________________



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