Free Professional Non-Compete Agreement

This Professional Non-Compete Agreement ("Agreement") is entered into as of January 1, 2050, by and between [Your Company Name], a corporation organized and existing under the laws of the State of California, with its principal place of business located at [Your Company Address] ("Company"), and Ellis Bednar, an individual with a residence located at Richmond, CA 94801 ("Employee").

The Company and Employee may collectively be referred to as the "Parties" and individually as a "Party."

I. Purpose

The purpose of this Agreement is to set forth the terms and conditions under which the Employee agrees to refrain from engaging in competitive activities against the Company for a specific period of time and within a defined geographic area following the termination of employment with the Company.

II. Non-Compete Obligation

1. Restriction on Competitive Activities

For a period of two (2) years following the termination of the Employee’s employment with the Company, whether voluntary or involuntary, the Employee agrees not to engage in any business or employment that competes directly or indirectly with the Company’s business. The restrictions shall apply within a geographic area not exceeding 50 miles from the Company’s principal place of business or any location where the Company conducts business during the term of the Employee’s employment.

2. Types of Competitive Activities

The Employee agrees that the following activities will be considered competitive with the Company’s business:

• Engaging in or providing services to any business that competes with [Your Company Name] in the same industry, including but not limited to, information technology consulting, software development, and system integration services.

• Accepting employment with or providing consulting services to any direct competitor of the Company.

• Owning, managing, or controlling any competing business that engages in activities similar to those of the Company.

3. Exemptions

The non-compete obligations outlined in this Agreement shall not apply if the Employee’s termination of employment is due to a change in control of the Company, or if the Employee is engaged in a position that does not compete with the Company’s business activities as defined above.

III. Confidential Information and Intellectual Property

1. Confidentiality

The Employee acknowledges that during the course of employment, they have had access to confidential, proprietary, and trade secret information belonging to the Company. The Employee agrees not to disclose or use such information for personal benefit or for the benefit of any third party during or after the term of this Agreement.

2. Ownership of Intellectual Property

Any inventions, designs, works of authorship, trademarks, or other intellectual property created by the Employee during the course of employment shall be the exclusive property of the Company. The Employee agrees to assign any rights, title, and interest in such intellectual property to the Company upon creation.

IV. Non-Solicitation

1. Non-Solicitation of Employees

For a period of one (1) year following the termination of the Employee’s employment, the Employee agrees not to directly or indirectly solicit, recruit, or attempt to hire any employee or independent contractor of the Company.

2. Non-Solicitation of Clients

For a period of one (1) year following the termination of the Employee’s employment, the Employee agrees not to directly or indirectly solicit business from, or provide services to, any clients or customers of the Company with whom the Employee had direct contact during their employment with the Company.

V. Term and Termination

1. Term of Agreement

This Agreement shall begin on the date set forth above and shall continue in full force and effect until the non-compete and non-solicitation obligations have been fulfilled, unless earlier terminated by mutual written consent of the Parties.

2. Termination of Employment

This Agreement will remain in effect following the termination of the Employee’s employment with the Company, whether the termination is voluntary or involuntary.

VI. Enforcement

1. Injunctive Relief

The Employee acknowledges that a breach of the non-compete or non-solicitation provisions of this Agreement may cause irreparable harm to the Company, for which monetary damages may not be an adequate remedy. The Company shall have the right to seek injunctive relief, in addition to any other legal or equitable remedies available, to prevent or stop any breach of this Agreement.

2. Severability

If any provision of this Agreement is found to be unenforceable or invalid under applicable law, such provision shall be modified or replaced to the extent necessary to make it enforceable, while preserving the intent of the Parties.

VII. Governing Law

This Agreement shall be governed by and construed in accordance with the laws of the State of California, without regard to its conflicts of law principles. Any disputes arising out of or relating to this Agreement shall be subject to the exclusive jurisdiction of the courts in California.

VIII. Miscellaneous

1. Entire Agreement

This Agreement constitutes the entire understanding between the Parties with respect to the subject matter hereof and supersedes all prior or contemporaneous agreements or understandings, whether written or oral, relating to the same subject matter.

2. Amendments

No amendment or modification of this Agreement shall be valid unless made in writing and signed by both Parties.

3. Waiver

No waiver of any provision of this Agreement shall be deemed a waiver of any other provision or of the same provision on a future occasion.

IX. Signatories

IN WITNESS WHEREOF, the Parties hereto have executed this Non-Compete Agreement as of the Effective Date.

Employee:

Ellis Bednar
Date: January 1, 2050

Company:

[Your Name]
[Your Company Name]
Date: January 1, 2050

For any inquiries, please contact [Your Name] at [Your Email] or [Your Company Email].

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