Business

Non-Compete Agreement Template

An agreement that restricts a person from competing with a business for a set time and area after leaving.

What this template includes

  • Parties, background, and consideration
  • Non-compete restriction with duration and area
  • Non-solicitation of customers and employees
  • Confidentiality and reasonableness (blue-pencil) clause
  • Remedies, attorney's fees, and e-signatures

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NON-COMPETE AGREEMENT

This Non-Compete Agreement (the "Agreement") is made on between:

Company: , located at ("Company"); and

Individual: , of ("Individual").

1. BACKGROUND AND CONSIDERATION

In connection with the Individual's with the Company, the Individual will have access to the Company's confidential information, customers, and goodwill. In exchange for , the Individual agrees to the restrictions below, which are intended to protect the Company's legitimate business interests.

2. NON-COMPETE

For a period of months after the end of the relationship, the Individual will not, directly or indirectly, and whether as an owner, partner, employee, consultant, contractor, officer, director, or investor, own, manage, work for, or advise a business that competes with the Company's within .

3. NON-SOLICITATION OF CUSTOMERS

During the same period, the Individual will not solicit or attempt to take away any customer or client of the Company with whom the Individual dealt or about whom the Individual learned confidential information. This applies to solicitation by any means, including in person, by phone, email, mail, or social media.

4. NON-SOLICITATION OF EMPLOYEES

During the same period, the Individual will not solicit, hire, or encourage any employee or contractor of the Company to leave the Company.

5. CONFIDENTIALITY

The Individual will not use or disclose the Company's confidential and proprietary information at any time, during or after the relationship. This includes the Company's customer and prospect lists, customer preferences and relationships, pricing, cost and supplier arrangements, marketing plans and strategies, financial information, and other non-public information that gives the Company a competitive advantage.

6. REASONABLENESS

The Individual agrees that the restrictions above are reasonable in scope, duration, and area, and are necessary to protect the Company. If a court finds any restriction too broad, the Parties agree the court may reduce it to the extent needed to make it valid and enforceable, and the rest will remain in effect.

7. REMEDIES

A breach of this Agreement may cause harm that money alone cannot fully remedy. The Company is therefore entitled to seek injunctive relief in addition to any other remedies available at law.

8. ATTORNEY'S FEES

If the Individual breaches this Agreement, the Individual will be responsible for the Company's reasonable attorney's fees and costs incurred in enforcing it, to the extent allowed by law.

9. AUTHORITY

Each party confirms it has the authority and capacity to enter into this Agreement, and that this Agreement is legal and binding on it.

10. ELECTRONIC SIGNATURES AND COUNTERPARTS

This Agreement may be signed in counterparts, each of which is considered an original and which together form one agreement. Electronic signatures, and copies of signatures delivered by email or through an electronic signing service, have the same legal effect as handwritten signatures on an original document.

11. GENERAL PROVISIONS

(a) Governing Law. This Agreement is governed by the laws of . Note: non-compete rules vary widely by jurisdiction, and some areas limit or ban them — have this reviewed locally before relying on it.

(b) Entire Agreement. This Agreement is the complete agreement between the parties and replaces any prior discussions, understandings, or agreements on this subject.

(c) Amendments. Any change to this Agreement must be in writing and signed by both parties.

(d) Severability. If any provision of this Agreement is found to be invalid or unenforceable, the remaining provisions will remain in full effect.

(e) Waiver. If a party does not enforce a provision, it does not give up its right to enforce that or any other provision later.

(f) Assignment. Neither party may assign or transfer this Agreement without the other party's prior written consent.

(g) Notices. Any notice under this Agreement must be given in writing (email is acceptable) to the other party.

IN WITNESS WHEREOF, the parties have signed this Agreement.

Date:

Company

Name:

Title:

Signature: ______________________

Individual

Name:

Signature: ______________________

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What is a non-compete agreement?

A non-compete agreement is a contract in which one party agrees not to compete with another for a set period of time and within a defined area. It is typically signed by employees, contractors, or business sellers to stop them from starting or joining a directly competing business right after the relationship ends.

Employers use non-competes to protect trade secrets, client relationships, and investments in training, while buyers of a business use them to stop the seller from immediately opening a rival.

Enforceability and reasonable limits

Non-competes are only enforceable if they are reasonable in scope, time, and geography — and the law varies widely. Some places limit them strictly or ban them for most employees (for example, several U.S. states), while others allow them if narrowly tailored.

To improve enforceability, keep the duration, area, and restricted activities no broader than needed to protect a legitimate interest. Because the rules differ so much, legal review is especially important for this document.

What to include

A well-drafted non-compete defines the restricted activities, the time period, the geographic area, and the legitimate business interest being protected. This template also addresses confidentiality and non-solicitation of clients or staff.

Enter the parties, the restricted period, and the area, then download your agreement.

How to fill in and sign this agreement

Fill in the placeholders in the form above and download the agreement as a PDF or editable Word file for free — no account needed.

To sign, upload the PDF to SignovaX and send it for signature. The other party signs online, and you receive a signed copy with a full audit trail and integrity hash.

Frequently asked questions

Are non-compete agreements enforceable?

It depends heavily on where you are. Courts generally enforce non-competes only if they are reasonable in duration, geographic scope, and restricted activity. Some jurisdictions limit or ban them, so local legal advice is important.

How long can a non-compete last?

Reasonable periods are often six months to two years, depending on the role and location. Overly long restrictions are more likely to be struck down by a court.

What is the difference between a non-compete and a non-solicitation clause?

A non-compete stops someone from working for or starting a competing business. A non-solicitation clause is narrower — it only stops them from poaching clients or employees, and is generally easier to enforce.

Is this non-compete template free?

Yes. Fill it in and download it as a PDF or Word document for free. A SignovaX account is only needed to send it for electronic signature.

Should I have a lawyer review a non-compete?

Yes, especially for this document. Enforceability rules vary so much by location that legal review is strongly recommended before relying on a non-compete.

Disclaimer: This template is provided for general informational purposes only and is not legal advice. Laws vary by location. For important agreements, consider having a qualified lawyer review your contract before signing.