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Please Note: This is only a sample agreement. You should have your attorney review and modify this agreement for your particular state. We are not attorneys and you should always have an attorney review any legal document before you sign it. Non-Compete Agreement This agreement between______________________ , hereafter referred to as CORPORATION, located at _________________ with main location at_______________________ , and __________________ hereinafter referred to as INDIVIDUAL with an address at ____________________. WHEREAS a relationship has developed or is about to develop between the CORPORATION and; WHEREAS INDIVIDUAL will be learning information concerning CORPORATION'S business and operations including, but not limited to business practices, techniques, promotions, customers, advertising and merchandising and; WHEREAS the parties agree that while the relationship continues and for a period for three (3) years after the relationship is terminated, regardless as to the cause, INDIVIDUAL agrees as follows: 1. That the INDIVIDUAL will not operate or be involved with the operation, either directly or indirectly with any business enterprise or operation similar to the corporations in ___________ Counties or within a thirty (30) mile radius of any martial arts school, institute or any similar operation owned by the corporation or licensed by the Corporation or under contract with the Corporation in a consulting agreement. 2. While the relationship between the CORPORATION and the INDIVIDUAL will not be involved with any similar operation throughout the state of ____________. 3. At no time for a three (3) year period after termination will the INDIVIDUAL hold him/herself out to the public throughout the Country as having been involved with the CORPORATION or state to the public or potential customers or students that he/she was formerly with the CORPORATION. At no time after termination of this relationship shall INDIVIDUAL hold him/herself out as representing the CORPORATION. 4. That in addition to any other limitation, for a period of three (3) years after the termination of the relationship, except a termination caused the CORPORATION being in violation of the terms hereof, unless otherwise specified herein, INDIVIDUAL will not, on behalf of Him/Herself or on behalf of any other person, firm or corporation, call on any of the customers or students of the CORPORATION or any of its affiliates or subsidiaries for the purpose of soliciting and/or providing to any of the customers or students any information nor will INDIVIDUAL in any way directly or indirectly, for Him? herself, or on behalf of any other person, firm or corporation, solicit, divert, or take away any customer or student of the CORPORATION, its affiliates or its subsidiaries. 5. From the time this agreement commences until the termination thereof, INDIVIDUAL shall communicate and channel to the CORPORATION all knowledge, business and customer contracts and any other matters of information which could concern or be in any way beneficial to the business of the CORPORATION, whether acquired by the INDIVIDUAL before or during the term of this agreement; provided, however that nothing hereunder shall be construed as requiring such communications where the information is lawfully protected from disclosure as a trade secret of a third party. Any such information communicated to the CORPORATION as aforesaid shall be and remain the property of the CORPORATION, notwithstanding the subsequent termination of the relationship. Page 2 of 3 6. That in addition to any other limitations, regardless of the circumstances of the termination of the relationship, INDIVIDUAL will not communicate to any person, firm, or corporation any information relating to customer or student lists, prices, secrets, advertising, nor any confidential knowledge or secrets which the INDIVIDUAL might from time to time acquire with respect to the business or the CORPORATION, or its affiliates or subsidiaries. 7. INDIVIDUAL hereby acknowledges that the services to be rendered are unique, special and extraordinary character which would be difficult or impossible for the CORPORATION to replace, by reason thereof, INDIVIDUAL hereby agrees that for the violation of any of the provisions of this agreement, the CORPORATION shall, in addition to any other rights and remedies available hereunder, at law or otherwise, be entitled to an injunction to be issued by any court of competent jurisdiction enjoining and restraining the INDIVIDUAL from committing any violation of this agreement, and INDIVIDUAL hereby consents to the issuance of such injunction. 8. That in addition to any other limitation, for the period of three (3) years after the termination of the relationship hereunder, except a termination caused by the CORPORATION in violation of the terms hereof, and unless otherwise specified herein, INDIVIDUAL will not directly or indirectly engage in, or in any other manner be connected with or employed by any person, firm or corporation in competition with the CORPORATION or engaged in or providing similar service with _____________ counties (State of ________________) or within a thirty (30) mile straight line radius of any of the CORPORATION'S business locations that are operating at the time of termination. This shall include martial arts schools, studios, institutes or retail stores which are licensed by the CORPORATION or under a consulting agreement with the CORPORATION. 9. All the above restrictions may be waived by the CORPORATION, but only in writing and approved at a corporate meeting. The waiver may be conditioned and limited depending upon the circumstances at the time and every waiver must be in writing setting forth the basis for the request for the waiver. 10. The CORPORATION agrees to waive the above restrictions provided that all of the following provisions are met to the satisfaction of the CORPORATION and final approval is granted in writing after approval at a corporate meeting. a) The INDIVIDUAL finds a suitable location. "Location" to be defined as a specific place, i.e.; store front, office or warehouse space, etc, in which to operate a martial arts school. Such location must: 1. Be agreeable to the CORPORATION. 2. Not compete with any of the CORPORATION'S locations or any of the CORPORATION'S licensed locations or any locations which are under a consulting agreement with the CORPORATION. b) The INDIVIDUAL will agree to and sign a consulting agreement with the CORPORATION. Such an agreement will provide for monies to be paid to the CORPORATION on an ongoing basis for providing training, consultation and support. c) Such consulting agreement will remain in force for as long as such location is in operation, regardless of ownership. Page 3 of 3 d) The INDIVIDUAL understands and agrees that each location is specific and the granted waiver pertains to and is only applicable to a specific approved location. e) The INDIVIDUAL understands and agrees that should it be desired or necessary for an approved location to move more than two (2) miles, it will be required to seek approval from the CORPORATION. f) It is agreed and understood that while the individual owns and operates an approved location that this non-compete agreement is in full force and the relationship for which this agreement is acknowledged continues. g) It is agreed and understood that should an approved location be closed, sold, leased, terminated or cease operations for any reason and the INDIVIDUAL'S relationship with the CORPORATION be terminated, the three (3) year non-compete clause as well as all other restrictions in this agreement will take effect. 11. If at any time a court of competent jurisdiction shall declare that any paragraph of this agreement is invalid, such ruling will not invalidate the remaining paragraphs. IN WITNESS WHEREOF, the parties have hereto set their hands and seals, or caused these presents to be signed by their proper corporate officers and their proper corporate seal to be hereto affixed, this ________ day of _______________ 19____ SCHOOL NAME HERE, INC. By ____________________________ Date _____________ ATTEST: SCHOOL OWNER, PRESIDENT By ______________________________ Ass't Sec. Witness: __________________________ ________________________________
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