DISCLAIMER:
This template is provided for informational and educational purposes only and does not constitute legal advice. No attorney–client relationship is created by your use of this document. Because laws, regulations, and industry practices evolve, this form should be reviewed, customized, and approved by qualified counsel licensed in the relevant jurisdiction before use.

ALABAMA EMPLOYEE NON-COMPETE AGREEMENT

(Comprehensive Template)

[// GUIDANCE: Replace bracketed, ALL-CAPS text with client-specific information. Delete or retain bracketed “OPTIONAL” provisions as appropriate.]

TABLE OF CONTENTS

I. Document Header
II. Definitions
III. Operative Provisions
IV. Representations & Warranties
V. Covenants & Restrictions
VI. Default & Remedies
VII. Risk Allocation
VIII. Dispute Resolution
IX. General Provisions
X. Execution Block

I. DOCUMENT HEADER

1. Parties
   This Non-Compete Agreement (the “Agreement”) is entered into effective as of [EFFECTIVE DATE] (the “Effective Date”) by and between:
   a. [EMPLOYER LEGAL NAME], an [Alabama ☐ corporation / ☐ limited liability company / ☐ other] with its principal place of business at [ADDRESS] (“Employer”); and
   b. [EMPLOYEE LEGAL NAME], residing at [ADDRESS] (“Employee”).
   Employer and Employee are each a “Party” and collectively the “Parties.”

2. Recitals
   a. Employer is engaged in the business of [BUSINESS DESCRIPTION] (the “Business”).
   b. Employee will serve as [POSITION] and, in that capacity, will have access to Employer’s Confidential Information and goodwill.
   c. Employer possesses protectable interests—including trade secrets, confidential information, customer relationships, and commercial goodwill—that warrant reasonable post-employment restrictions pursuant to Ala. Code § 8-1-190 et seq.
   d. In consideration of (i) Employee’s initial and/or continued at-will employment, (ii) the compensation and benefits described herein, and (iii) the mutual promises contained in this Agreement, the Parties agree as follows.

II. DEFINITIONS

For purposes of this Agreement, the following terms have the meanings set forth below. Defined terms appear in bold-type throughout.

1. “Affiliate” means, with respect to any specified entity, any other entity that directly or indirectly controls, is controlled by, or is under common control with such entity.

2. “Confidential Information” means all non-public information, whether oral, written, electronic, or in any other form, relating to Employer or its Affiliates, including but not limited to Trade Secrets, customer lists, pricing, marketing strategies, product roadmaps, financial data, software, source code, and personnel information.

3. “Protected Customers” means any customer or prospective customer of Employer with whom Employee had material business contact, or about whom Employee acquired Confidential Information, during the [look-back period—e.g., 12 months] preceding the Termination Date.

4. “Restricted Period” means the period commencing on the Termination Date and continuing for two (2) years thereafter or such shorter period as may be mandated by applicable law. [// GUIDANCE: Ala. Code § 8-1-190(b)(4) deems a 2-year post-employment non-compete presumptively reasonable for employees.]

5. “Restricted Territory” means each geographic area in which (a) Employee performed services, (b) Employee had a material presence or influence, or (c) Employer conducts the Business, in each case during the [look-back period—e.g., 12 months] preceding the Termination Date. [// GUIDANCE: Under Alabama law, geographic scope must be reasonably related to Employer’s protectable interests; no fixed mileage radius is required.]

6. “Termination Date” means the date Employee’s employment with Employer ends for any reason.

7. “Trade Secrets” has the meaning set forth in the Alabama Trade Secrets Act, Ala. Code § 8-27-1 et seq.

III. OPERATIVE PROVISIONS

1. Employment Status
   a. Employment is and shall remain at-will unless otherwise provided in a separate written agreement executed by both Parties.
   b. Nothing herein shall be construed to create any fixed term of employment.

2. Consideration
   a. As consideration for Employee’s obligations under this Agreement, Employer shall provide:
   i. [Base salary amount];
   ii. [Sign-on bonus/equity grant/other consideration, if any]; and
   iii. Continued access to Employer’s Confidential Information and goodwill.
   b. The Parties acknowledge that initial or continued at-will employment constitutes adequate consideration under Ala. Code § 8-1-190(a)(3).

3. Conditions Precedent
   Employee’s receipt of the consideration described above is expressly conditioned upon Employee’s execution of this Agreement and ongoing compliance with its terms.

IV. REPRESENTATIONS & WARRANTIES

1. Employee Representations
   a. Employee is not subject to any contractual or legal restriction that would prohibit full performance under this Agreement.
   b. Employee will promptly disclose to Employer any agreement that could restrict Employee’s duties.

2. Employer Representations
   Employer is duly organized, validly existing, and in good standing under the laws of the State of Alabama and has full power and authority to enter into and perform this Agreement.

3. Survival
   The representations and warranties set forth in this Section IV shall survive termination of Employee’s employment and expiration of the Restricted Period.

V. COVENANTS & RESTRICTIONS

1. Non-Competition
   During the Restricted Period, Employee shall not, within the Restricted Territory, directly or indirectly:
   a. Own, manage, operate, control, be employed by, consult for, or otherwise render services to any business that is competitive with the Business; or
   b. Take any action to prepare to engage in such competitive activities.

2. Non-Solicitation of Customers
   During the Restricted Period, Employee shall not solicit or attempt to solicit any Protected Customer for purposes of providing products or services that are competitive with the Business.

3. Non-Solicitation of Employees
   For a period of two (2) years following the Termination Date, Employee shall not, directly or indirectly, solicit, recruit, or induce any employee or independent contractor of Employer to terminate or diminish his or her relationship with Employer.

4. Confidentiality
   Employee shall hold all Confidential Information in strict confidence and shall not disclose or use such information except as required in the course of employment. This covenant survives indefinitely with respect to Trade Secrets and for a period of five (5) years with respect to all other Confidential Information.

5. Return of Property
   Upon the Termination Date, Employee shall immediately return to Employer all property, documents, and media containing Confidential Information.

VI. DEFAULT & REMEDIES

1. Events of Default
   Any breach or threatened breach of Sections V.1–V.4 constitutes an “Event of Default.”

2. Notice & Cure
   Employer may provide written notice of any alleged breach and, where feasible, grant Employee five (5) business days to cure; provided, however, that no cure period is required for breaches of confidentiality or misappropriation of Trade Secrets.

3. Injunctive Relief
   Employee acknowledges that monetary damages would be inadequate to protect Employer’s interests. Accordingly, Employer shall be entitled to injunctive relief, specific performance, or other equitable remedies, without the necessity of posting bond or proving actual damages, in the event of an Event of Default.

4. Cumulative Remedies
   All rights and remedies are cumulative and in addition to any other rights or remedies available at law or in equity.

5. Attorneys’ Fees
   In any action to enforce this Agreement, the prevailing Party shall be entitled to recover its reasonable attorneys’ fees and costs.

VII. RISK ALLOCATION

1. Indemnification by Employee
   Employee shall defend, indemnify, and hold harmless Employer and its Affiliates, and their respective officers, directors, employees, and agents, from and against any and all claims, losses, liabilities, damages, costs, and expenses (including reasonable attorneys’ fees) arising out of or relating to Employee’s breach of this Agreement.

2. Limitation of Liability
   NO LIMITATION OF LIABILITY SHALL APPLY TO EMPLOYEE’S BREACH OF SECTIONS V.1–V.4 OR TO EMPLOYEE’S INDEMNIFICATION OBLIGATIONS. [// GUIDANCE: Metadata specifies “no_cap.”]

3. Force Majeure
   Neither Party shall be liable for failure to perform its obligations (other than payment obligations or restrictive covenants) if such failure results from circumstances beyond the Party’s reasonable control, provided that the affected Party gives prompt notice and uses commercially reasonable efforts to resume performance.

VIII. DISPUTE RESOLUTION

1. Governing Law
   This Agreement shall be governed by and construed in accordance with the laws of the State of Alabama, without regard to its conflict-of-laws principles.

2. Forum Selection
   The Parties irrevocably submit to the exclusive jurisdiction of the state courts located in [COUNTY], Alabama for any action arising out of or relating to this Agreement.

3. Arbitration [OPTIONAL]
   a. If the Parties check the box below, any claim or dispute shall be resolved by binding arbitration administered by the American Arbitration Association (“AAA”) under its Employment Arbitration Rules:
   ☐ Arbitration Agreed  ☐ Arbitration Declined
   b. Judgment on the award rendered by the arbitrator may be entered in any court of competent jurisdiction.

4. Jury Waiver [OPTIONAL]
   IF (AND ONLY IF) ENFORCEABLE UNDER APPLICABLE LAW, THE PARTIES KNOWINGLY AND VOLUNTARILY WAIVE ANY RIGHT TO A TRIAL BY JURY IN ANY ACTION OR PROCEEDING ARISING OUT OF THIS AGREEMENT.

5. Equitable Relief Preservation
   Nothing in this Section VIII shall limit Employer’s right to seek injunctive or other equitable relief in a court of competent jurisdiction to enforce Sections V.1–V.4.

IX. GENERAL PROVISIONS

1. Amendment & Waiver
   No amendment or waiver of any provision of this Agreement is effective unless it is in writing and signed by both Parties. A waiver of any breach is not a waiver of any other breach.

2. Assignment
   a. Employer may assign this Agreement to any successor or Affiliate without Employee’s consent.
   b. Employee may not assign or delegate any rights or obligations under this Agreement without Employer’s prior written consent.

3. Successors & Assigns
   This Agreement inures to the benefit of and is binding upon the Parties and their respective heirs, executors, administrators, legal representatives, successors, and permitted assigns.

4. Severability & Reformation
   If any provision is held invalid or unenforceable, such provision shall be reformed to the minimum extent necessary to render it valid and enforceable while preserving the Parties’ intent, and the remaining provisions shall remain in full force and effect.

5. Integration
   This Agreement constitutes the entire agreement between the Parties concerning the subject matter hereof and supersedes all prior or contemporaneous oral or written agreements.

6. Counterparts; Electronic Signatures
   This Agreement may be executed in one or more counterparts (including by electronic means), each of which is deemed an original and all of which together constitute one and the same instrument.

X. EXECUTION BLOCK

IN WITNESS WHEREOF, the Parties have executed this Agreement as of the Effective Date.

[// GUIDANCE: Notarization is not generally required for enforceability under Alabama law; add a notary block only if internal policy demands it.]

© [YEAR] [LAW FIRM / DRAFTER]. All Rights Reserved.