05 18 NONCOMPETITION, NONSOLICITATION, AND CONFIDENTIALITY AGREEMENT

• Jurisdiction: Arkansas
• Library: Arkansas Form Book - Complete (2023 Ed.)

05-18 NONCOMPETITION, NONSOLICITATION, AND CONFIDENTIALITY AGREEMENT

NONCOMPETITION, NONSOLICITATION, AND CONFIDENTIALITY AGREEMENT

THIS NONCOMPETITION, NONSOLICITATION, AND CONFIDENTIALITY AGREEMENT, dated as of [date] (this "Agreement") is entered into by and among [name], an Arkansas corporation (the "Company"), and [name] (the "Employee").

WHEREAS, Company is offering Employee employment as the [job title];

WHEREAS, Employee desires to accept such employment; and

WHEREAS, Company has spent significant amounts of time and money to develop its intellectual property, proprietary information, and customer and vendor relationships.

NOW, THEREFORE, for good and valuable consideration, the receipt and sufficiency of which are hereby acknowledged, Employee and Company, intending to be legally bound, now agree as follows:

1. Definitions. In addition to the terms defined elsewhere in this Agreement, for purposes of this Agreement, the following terms shall have the indicated meanings:

(a) "Competitor's Business" shall mean the business of any Person that competes against Company in providing [business description].
(b) "Employment Termination" shall mean the termination of Employee's employment with Company for any reason, either voluntary or involuntary.
(c) "Intellectual Property" shall include, without limitation, trademarks and copyrights and applications therefore, together with all trade secrets, and all knowledge, ideas, inventions (whether patentable or unpatentable and whether or not reduced to practice), works, discoveries, improvements, information, documents, formulae, practices, processes, methods, technology, source code, compiled code, data structures, data manipulations, algorithms, interfaces, and other know-how or materials, owned, developed, or possessed by Company, or any of its affiliates, whether in tangible or intangible form.
(d) "Person" shall mean any natural person, corporation, partnership, [entity type], business conducted in any form, trust, unincorporated organization, governmental entity or agency, or other entity.
(e) "Proprietary Information" means (i) customer and prospective customer lists, identity of business relationships, information received from any customer or prospective customer, records, supplier lists, file information, promotions, pricing data, proprietary data, business processes, business systems, business methods, business procedures, financial or other data business information and other confidential or proprietary information relating to the business and affairs of Company and other information used by Company in the operation and conduct of its business and affairs that is not general public knowledge, (ii) information material to Company that is marked or otherwise identified as "confidential" or that Company indicates through its policies, and procedures or other instructions, or that Employee should otherwise reasonably know, should not be disclosed to anyone outside Company except through controlled means or (iii) Intellectual Property of Company. The limited disclosure of Proprietary Information to customers, contractors, or vendors for legitimate business purposes and the availability of the Proprietary Information to others outside Company through independent investigation and effort will not remove it from protected status under this Agreement if Employee acquired the Proprietary Information while employed by Company.
(f) "Protected Customer" shall mean any customer of Company that conducted business with Company during the 24 months preceding Employment Termination if Employee or anyone working under Employee's

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