Non-competes are void, income-gated, or procedurally fragile in a large share of states (see the state-by-state reference). Non-solicitation and non-interference provisions protect the same underlying interest — client and personnel relationships — using terms rooted in ordinary contract and tort principles that hold up almost everywhere, without restricting where or for whom the other party can work.
A minority of states (currently including Colorado, Illinois, and Washington) extend their non-compete income-threshold rules to cover customer non-solicitation clauses as well, not just non-competes. This agreement is far lower-risk than a blanket non-compete nationally, but it is not automatically enforceable in every state for every worker — have counsel confirm the specific counterparty's state and income level before relying on it.
This is a standard-form drafting starting point, not a finished, attorney-reviewed agreement.
During the term of the parties' relationship and for [12] months after it ends, the Counterparty will not directly or indirectly solicit, divert, or attempt to divert any client, customer, or active prospect that the Counterparty was introduced to or worked with through the relationship with the Company, for the purpose of providing competing products or services.
During the same period, the Counterparty will not directly or indirectly solicit or induce any employee, contractor, or founder of the Company or its portfolio ventures to terminate or reduce their relationship with the Company.
During the same period, the Counterparty will not intentionally interfere with, disrupt, or attempt to disrupt any existing or prospective business relationship, contract, or agreement between the Company (or a portfolio venture) and any client, vendor, partner, or personnel — including by inducing a breach of contract, discouraging a prospective relationship from forming, or knowingly providing false or misleading information about the Company to a party in an existing or prospective relationship with it.
These restrictions apply only to relationships, contracts, and personnel the Counterparty had actual knowledge of or contact with through their relationship with the Company — not to the Counterparty's business or professional activity generally.
This Agreement does not replace, and should be read together with, a separate Non-Disclosure Agreement covering confidential information exchanged between the parties.
The parties intend each restriction in this Agreement to be limited to what is reasonably necessary to protect the Company's legitimate business interests. If any restriction is found overbroad or unenforceable in a given jurisdiction, it will be modified to the minimum extent necessary to be enforceable, or severed, without affecting the remainder of this Agreement.
The parties acknowledge that a breach of Sections 1–3 may cause harm difficult to remedy with money alone, and that the Company may seek injunctive relief in addition to any other available remedy.
This Agreement is governed by the laws of the State of Minnesota. The parties consent to the exclusive jurisdiction of the state and federal courts located in Hennepin County, Minnesota — subject to any mandatory protections of the Counterparty's home state that cannot be waived by choice-of-law agreement.