Non-Poaching Agreement by EasyLegalDocs
This Non-Poaching Agreement prevents one party from soliciting or hiring the other party's employees for a defined period. It includes clauses on confidentiality, the agreement's term, and remedies for any breaches, ensuring protection against employee recruitment.
NON-POACHING AGREEMENT
This Non-Poaching Agreement (hereinafter referred to as the "Agreement") is entered into on [Effective Date] (the “Effective Date”),
BY AND BETWEEN: | [Company Name], with an address of [Company Address], hereinafter referred to as the “Company”. |
AND: | [Party Name], with an address of [Party Address], hereinafter referred to as the “Party”, collectively referred to as the “Parties”, both of whom agree to be bound by this agreement.. |
Purpose
The purpose of this Agreement is to set forth the terms and conditions under which the Party agrees not to solicit or hire any employee of the Company during the Term of this Agreement and for a period thereafter.
Non-Poaching
2.1 During the Term of this Agreement and for a period of 24 months following the termination or expiration of this Agreement, the Party shall not, either directly or indirectly, on its own behalf or in the service or on behalf of others, solicit, or attempt to solicit, any employee of the Company for the purpose of hiring or engaging the employee, without the prior written consent of the Company.
Term
This Agreement shall be effective as of the Effective Date and shall remain in effect for the duration stated in section 2.1 above, unless terminated earlier by either Party in accordance with the terms of this Agreement.
Confidentiality
The Party shall not disclose any confidential information pertaining to the Company’s employees or internal affairs that it may have access to as part of any business relationship with the Company.
Remedies
In the event of a breach or threatened breach by the Party of any provision of this Agreement, the Company shall be entitled to seek an injunction restraining the Party from the commission of such breach and to recover from the Party any and all damages that may be sustained by the Company as a result of the breach, in addition to any other remedy available at law or in equity.
Governing Law
This Agreement shall be governed by and construed in accordance with the laws of [Governing Law Jurisdiction], without regard to conflict of law principles. Any disputes arising out of or in connection with this Agreement shall be subject to the exclusive jurisdiction of the courts of [Governing Law Jurisdiction] for resolution.
Entire Agreement
This Agreement constitutes the entire agreement between the Parties concerning the subject matter hereof and supersedes all prior discussions, agreements, and understandings, both written and oral, between the Parties.
Amendment
This Agreement may be amended or modified only by a written agreement signed by both Parties.
Counterparts
This Agreement may be executed in any number of counterparts, each of which shall be deemed an original and all of which together shall constitute one instrument.
Notices
Any notices required or permitted hereunder shall be given in writing and shall be delivered either in person, by electronic mail, or by first-class mail, registered or certified, postage prepaid with return receipt requested.
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About this template
What is this template?
This document is a stand-alone restrictive covenant focused exclusively on protecting human capital. It contains a 24-month post-termination restriction and an express right to seek injunctive relief. It is not a broad non-disclosure agreement or a general services contract.
When should you use it?
Use this when a business relationship creates a risk that the counterparty will hire away key staff. Use a Mutual NDA instead if the primary concern is protecting trade secrets rather than preventing employee poaching.
What's inside
| Clause | Name | What it does |
|---|---|---|
| 2.1 | Non-Poaching | Prohibits the Party from soliciting or hiring any Company employee for 24 months following the termination or expiration of the agreement. |
| 4 | Confidentiality | Restricts the Party from disclosing confidential information about Company employees or internal affairs accessed during the business relationship. |
| 5 | Remedies | Entitles the Company to seek an injunction and recover all sustained damages resulting from a breach or threatened breach. |
| 6 | Governing Law | Subject to a user-defined [Governing Law Jurisdiction], this clause establishes the applicable law and exclusive court jurisdiction for disputes. |
| 10 | Notices | Requires all communications to be in writing and delivered via personal delivery, electronic mail, or registered first-class mail. |
Who it's for
- a business protecting its workforce from solicitation by a specific commercial partner or individual
- parties entering a collaboration where one side has access to the other's internal staff details
- an employer requiring a 24-month post-termination restriction on employee recruitment by a counterparty
How long it runs and how it's signed
United States note
This version is drafted for US law generally. Contract, employment and consumer rules vary by state — for example on non-competes and at-will employment. Tell GitLaw which state applies and it adjusts the draft.
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