🛡️ Non-Compete Agreement Template — Free Template

A guided restrictive-covenant agreement for business relationships, with explicit scope, duration, protected interests, consideration, and jurisdiction warnings.

Who needs this

Businesses and individuals who intentionally want a restrictive covenant and understand that enforceability varies significantly by jurisdiction and relationship.

What it covers

• Relationship and protected business interests
• Restricted competitive activities
• Duration and geographic / customer scope
• Optional customer non-solicitation
• Optional employee non-solicitation
• Confidential information and trade secrets
• Consideration
• Governing law and jurisdiction warning

Template clauses

1. Purpose & Relationship

{{#when relationship_type=employment}}This Agreement is entered in connection with the Restricted Party's employment relationship with the Protected Party.{{/when}}{{#when relationship_type=independent_contractor}}This Agreement is entered in connection with the Restricted Party's independent-contractor engagement with the Protected Party.{{/when}}{{#when relationship_type=sale_of_business}}This Agreement is entered in connection with a sale-of-business transaction involving the parties.{{/when}}{{#when relationship_type=partnership_or_membership}}This Agreement is entered in connection with the parties' partnership, membership, or ownership relationship.{{/when}}{{#when relationship_type=other}}This Agreement is entered in connection with the parties' business relationship described in the Key Terms below.{{/when}} The Restricted Party primarily works, provides services, or conducts the relevant activity in {{work_jurisdiction}}.

2. Protected Interests

The parties state that the Protected Party seeks to protect the following legitimate business interests: {{protected_interests}}. This Agreement is intended to protect only those stated interests and is not intended to prohibit lawful competition more broadly than the parties expressly agree below.

3. Restricted Competitive Activity

For {{restriction_period_months}} months after the end of the parties' underlying relationship, the Restricted Party agrees not to engage in the following competitive activity: {{restricted_activities}}. {{#when restriction_scope=geographic}}The restriction applies within the following geographic area: {{geographic_scope}}.{{/when}}{{#when restriction_scope=customer_based}}The restriction applies only with respect to the following customers, accounts, or relationships: {{customer_scope}}.{{/when}}{{#when restriction_scope=both}}The restriction applies within {{geographic_scope}} and only with respect to the following customers, accounts, or relationships: {{customer_scope}}.{{/when}}

4. Customer Non-Solicitation

{{#when customer_non_solicit=yes}}During the same restriction period, the Restricted Party shall not directly solicit, for the purpose of providing competing products or services, customers or accounts of the Protected Party with whom the Restricted Party had material business contact during the final twelve months of the relationship, to the extent permitted by applicable law.{{/when}}{{#when customer_non_solicit=no}}The parties have not agreed to a separate customer non-solicitation restriction in this Agreement.{{/when}}

5. Employee Non-Solicitation

{{#when employee_non_solicit=yes}}During the same restriction period, the Restricted Party shall not directly solicit for employment or engagement any employee of the Protected Party with whom the Restricted Party materially worked during the final twelve months of the relationship, to the extent permitted by applicable law.{{/when}}{{#when employee_non_solicit=no}}The parties have not agreed to a separate employee non-solicitation restriction in this Agreement.{{/when}}

6. Confidential Information & Trade Secrets

Nothing in this Agreement authorizes either party to use or disclose the other party's trade secrets or confidential information unlawfully. Any separate confidentiality, invention-assignment, or trade-secret obligations remain governed by their own terms and applicable law.

7. Consideration

The Restricted Party acknowledges the following consideration for entering into this Agreement: {{consideration_description}}. The parties intend that any legally required consideration be provided in the manner and at the time required by applicable law.

8. Applicable-Law Limitation

Restrictive-covenant law varies substantially by jurisdiction and by the nature of the parties' relationship. The parties intend this Agreement to operate only to the extent permitted by applicable law in {{work_jurisdiction}} and any other jurisdiction whose law must be applied. This template does not determine enforceability, and the parties should obtain jurisdiction-specific legal review before relying on the restriction.

9. Governing Law

Subject to any mandatory law that applies regardless of this provision, this Agreement shall be governed by the laws of [STATE].

10. Entire Agreement; Amendments

This Agreement states the parties' agreement concerning the restrictive covenant described above. Any amendment must be in writing and signed by both parties. If a provision cannot lawfully be enforced, that issue shall be handled under applicable law without expanding the restriction beyond what the parties expressly agreed.

IN WITNESS WHEREOF, the parties have executed this Agreement as of the Effective Date written above.

[PARTY A NAME]
Signature: __________________________
Date: ______________

[PARTY B NAME]
Signature: __________________________
Date: ______________

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