NON-COMPETE AGREEMENT

(Ohio)

[// GUIDANCE: This template is drafted to comply with prevailing Ohio common-law standards for employee restrictive covenants, including the reasonableness test applied by Ohio courts. Customize all bracketed terms before use.]

TABLE OF CONTENTS

I. Document Header ………………………………………………………………………………… 1
II. Definitions ………………………………………………………………………………………… 2
III. Operative Provisions ……………………………………………………………………………… 4
IV. Representations & Warranties …………………………………………………………………… 5
V. Covenants & Restrictions ………………………………………………………………………… 6
VI. Default & Remedies ……………………………………………………………………………… 9
VII. Risk Allocation …………………………………………………………………………………… 11
VIII. Dispute Resolution ……………………………………………………………………………… 12
IX. General Provisions ………………………………………………………………………………… 14
X. Execution Block …………………………………………………………………………………… 17

Page numbers are for reference only and should be updated after final formatting.

I. DOCUMENT HEADER

This Non-Compete Agreement (this “Agreement”) is entered into effective as of [Effective Date] (the “Effective Date”) by and between:

1. [Company Name], an Ohio [corporation/limited liability company/other] with its principal place of business at [Address] (“Employer”); and
2. [Employee Name], residing at [Address] (“Employee”).

Recitals

A. Employer is engaged in the business of [Describe Business] (the “Business”).
B. Employee has been or will be employed in a position that provides access to Employer’s Confidential Information (as defined below) and to Employer’s customers, suppliers, and workforce.
C. Employer desires to protect its legitimate business interests, including trade secrets, confidential information, and goodwill.
D. In consideration of the mutual covenants herein and other good and valuable consideration (the receipt and sufficiency of which are acknowledged), 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 alphabetical order and apply equally to singular and plural forms.

“Affiliate” means, with respect to a Party, any entity that directly or indirectly controls, is controlled by, or is under common control with that Party.

“Business” has the meaning given in Recital A.

“Cause” means [define Cause consistent with Employer’s policies or applicable agreement].

“Confidential Information” means all non-public information, whether oral, written, electronic, or in any other form, that Employer designates as confidential or that reasonably should be understood to be confidential, including trade secrets (as defined under the Ohio Uniform Trade Secrets Act, Ohio Rev. Code § 1333.61 et seq.), business plans, financial data, product strategies, customer lists, and proprietary techniques.

“Customer” means any Person to whom Employer has sold products or services within the [12/18/24]-month period preceding the Termination Date.

“Person” means any natural person, corporation, partnership, limited liability company, association, trust, governmental authority, or other entity.

“Restricted Period” means the period beginning on the Termination Date and continuing for [12/18/24] consecutive months thereafter.

“Restricted Territory” means (check one):
☐ a radius of [__] miles from any location where Employer conducted the Business during the 12 months preceding the Termination Date; or
☐ the following geographic area(s): [list counties/states];
provided that the Restricted Territory shall in no event exceed the area in which Employee performed services or had material business contacts on Employer’s behalf during the 12 months preceding the Termination Date.

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

III. OPERATIVE PROVISIONS

3.1 Employment Relationship

Nothing in this Agreement alters the at-will nature of Employee’s employment unless otherwise set forth in a separate written agreement signed by both Parties.

3.2 Consideration

Employer’s obligations under this Agreement are conditioned on (a) Employer’s offer of initial or continued at-will employment to Employee, and (b) [Describe Additional Consideration, e.g., signing bonus of $____, eligibility for incentive compensation, access to specialized training]. The Parties acknowledge that such consideration is adequate and sufficient under Ohio law to support the covenants herein.

[// GUIDANCE: While continued at-will employment is generally sufficient consideration in Ohio, consider providing additional consideration (bonus, equity, promotion) to bolster enforceability.]

3.3 Access to Confidential Information

Employee acknowledges that (i) Employee will receive Confidential Information during employment; (ii) Employer would suffer irreparable harm if such information were disclosed or used other than as permitted; and (iii) the restrictions below are reasonable and necessary to protect Employer’s legitimate interests.

IV. REPRESENTATIONS & WARRANTIES

4.1 Mutual Authority. Each Party represents that it has full power and authority to enter into and perform this Agreement.

4.2 Employee Representations. Employee further represents and warrants that:
(a) Employee’s execution of this Agreement and the performance of Employee’s obligations will not violate any agreement or obligation to any third party;
(b) Employee has carefully read and understands this Agreement; and
(c) Employee acknowledges that the restrictions are reasonable in scope, geography, and duration.

4.3 Survival. The representations and warranties in this Section IV survive termination of this Agreement.

V. COVENANTS & RESTRICTIONS

5.1 Non-Competition

(a) During employment and throughout the Restricted Period, Employee shall not, directly or indirectly, within the Restricted Territory, engage in, manage, control, advise, render services to, or own any interest in (other than < 5% of a publicly-traded company) any business that is competitive with the Business.
(b) The term “competitive” means engaging in any activity or offering any product or service that is substantially similar to or in competition with the Business as conducted on the Termination Date.

[// GUIDANCE: Tailor the Restricted Territory and Restricted Period to the narrowest scope reasonably necessary. Excessive scope increases litigation risk.]

5.2 Non-Solicitation of Customers

During employment and the Restricted Period, Employee shall not, directly or indirectly, solicit or attempt to solicit any Customer for the purpose of providing products or services competitive with the Business.

5.3 Non-Solicitation of Employees

During employment and for a period of [12/18] months thereafter, Employee shall not solicit, encourage, or cause any employee or independent contractor of Employer to terminate or reduce his, her, or its relationship with Employer.

5.4 Confidentiality

Employee shall (a) keep all Confidential Information strictly confidential; (b) not disclose Confidential Information to any third party without Employer’s prior written consent; and (c) use Confidential Information solely to perform duties for Employer.

5.5 Return of Property

Upon the earlier of Employer’s request or the Termination Date, Employee shall promptly return to Employer all property and materials containing Confidential Information, including all copies thereof, regardless of format.

VI. DEFAULT & REMEDIES

6.1 Events of Default

Any breach of Section V constitutes an “Event of Default.”

6.2 Notice and Cure

Upon written notice of an Event of Default, Employee shall have [5] days to cure any breach that is capable of cure. Breaches of confidentiality or competition covenants are deemed incapable of cure.

6.3 Injunctive Relief

The Parties agree that monetary damages alone would be inadequate to compensate Employer for a breach of Section V. Accordingly, Employer shall be entitled to temporary, preliminary, and permanent injunctive relief, without the necessity of posting bond, in any court of competent jurisdiction in Ohio.

6.4 Additional Remedies

(a) Employer may recover all actual damages, including lost profits;
(b) Employer is entitled to reimbursement of reasonable attorneys’ fees and costs incurred in enforcing this Agreement; and
(c) Employer’s remedies are cumulative and in addition to any other rights or remedies available at law or equity.

VII. RISK ALLOCATION

7.1 Indemnification by Employee

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

7.2 Limitation of Liability

No contractual cap on liability applies. All damages recoverable under applicable law are available to the non-breaching Party.

[// GUIDANCE: “No cap” reflects the metadata directive. If Employer later wishes to introduce a cap, add it here and ensure mutuality where appropriate.]

7.3 Insurance

[Optional] Employee shall maintain [professional liability/general liability] insurance with minimum coverage of $[____] and shall provide certificates of insurance upon request.

7.4 Force Majeure

Neither Party shall be liable for failure to perform any obligation (excluding payment obligations and restrictive covenants) to the extent such failure is caused by acts of God, war, terrorism, civil commotion, epidemic, or other events beyond the Party’s reasonable control.

VIII. DISPUTE RESOLUTION

8.1 Governing Law

This Agreement and any dispute arising hereunder shall be governed by, and construed in accordance with, the laws of the State of Ohio, without regard to its conflict-of-laws principles.

8.2 Forum Selection

Subject to Section 8.3 (Arbitration) (if elected), the Parties irrevocably submit to the exclusive jurisdiction of the state courts of competent jurisdiction located in [County], Ohio, for any action or proceeding arising out of or relating to this Agreement.

8.3 Arbitration (Optional)

[CHECK ONE]
☐ Elected ☐ Not Elected
If elected, any dispute, claim, or controversy arising out of or relating to this Agreement shall be resolved by binding arbitration administered by the American Arbitration Association (“AAA”) under its Employment Arbitration Rules in [City], Ohio. Judgment on the award may be entered in any court of competent jurisdiction.

8.4 Jury Trial Waiver (Optional)

[CHECK ONE]
☐ Applicable ☐ Not Applicable
IF APPLICABLE, THE PARTIES HEREBY WAIVE, TO THE FULLEST EXTENT PERMITTED BY LAW, ANY RIGHT TO TRIAL BY JURY IN ANY ACTION OR PROCEEDING ARISING OUT OF OR RELATING TO THIS AGREEMENT.

8.5 Attorneys’ Fees

The prevailing Party in any action or proceeding to enforce this Agreement is entitled to recover its reasonable attorneys’ fees and costs.

IX. GENERAL PROVISIONS

9.1 Amendment and Waiver. No amendment to this Agreement is effective unless it is in writing and signed by both Parties. A waiver of any provision shall not operate as a waiver of any other provision, nor constitute a continuing waiver.

9.2 Assignment. Employee may not assign or delegate any rights or obligations under this Agreement. Employer may assign this Agreement to any successor in interest to the Business.

9.3 Successors and Assigns. This Agreement is binding on and inures to the benefit of the Parties and their respective successors and permitted assigns.

9.4 Severability; Reformation. If any provision of this Agreement is held unenforceable, that provision shall be reformed so as to be enforceable to the maximum extent permitted, and the remaining provisions shall remain in full force and effect. Ohio courts are expressly authorized to “blue-pencil” or modify any unenforceable restriction to render it reasonable and enforceable.

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

9.6 Counterparts; Electronic Signatures. This Agreement may be executed in counterparts, each of which is deemed an original, and all of which together constitute one instrument. Signatures delivered electronically or by facsimile are deemed original for all purposes.

9.7 Notices. All notices must be in writing and delivered (a) personally, (b) by certified mail (return receipt requested), (c) by nationally recognized overnight courier, or (d) by email with confirmation of receipt, to the addresses set forth below (or as later designated in writing).

9.8 Headings. Headings are for convenience only and shall not affect interpretation.

X. EXECUTION BLOCK

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

[Optional Notary Acknowledgment – Ohio]
State of Ohio )
County of _____)

Subscribed and sworn to before me this ___ day of _, 20_, by ____.

Notary Public
My commission expires: ____

[// GUIDANCE: Verify local notary or witness requirements if the Agreement is to be recorded or if additional formalities are required for specific industries.]

END OF DOCUMENT