Protects documented business relationships, lead provenance, and personnel against targeted misuse without prohibiting lawful employment or competition.
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.
The Company grants the Counterparty access to identified customers, active opportunities, personnel, confidential information, or commercially valuable business relationships in connection with the relationship identified above (the "Engagement"). This Agreement protects the Company's legitimate interests in those specific relationships, confidential information, lead provenance, and contract performance.
This Agreement does not prohibit the Counterparty from working for a competitor, starting or operating a competing business, practicing a profession, working in a geographic area, accepting lawful employment, using general knowledge and skills, or engaging in lawful competition. It restricts only the targeted conduct expressly defined below and only to the extent permitted by applicable law.
"Protected Customer" means a customer, client, referral partner, or commercial partner that maintained an active business relationship with the Company or a specifically identified Covered Venture during the twelve (12) months before the Engagement ended, but only if the Counterparty personally served, communicated with, was introduced to, supervised, or received material nonpublic relationship information about that person or entity through the Engagement.
"Protected Prospect" means an identified person or entity with whom the Company or a specifically identified Covered Venture engaged in documented, substantive, two-way discussions concerning a specific commercial opportunity during the six (6) months before the Engagement ended, and only if the Counterparty personally participated in or substantially developed that opportunity. An entry in a purchased list, a cold lead, an advertising impression, an unreturned outreach attempt, or a unilateral CRM label does not by itself create a Protected Prospect.
"Protected Personnel" means an employee, individual contractor, founder, or individual adviser of the Company or a specifically identified Covered Venture with whom the Counterparty had material direct working contact during the twelve (12) months before the Engagement ended. The term excludes persons whose relationship ended before the allegedly prohibited solicitation.
"Solicit" means a targeted, knowing, affirmative communication or coordinated action directed to a specifically identified protected relationship for the prohibited purpose described in Sections 3 or 4. General advertising, publicly available recruiting, ordinary social-media activity, and a genuinely unsolicited inbound inquiry are not solicitation.
During the Engagement and for twelve (12) months after it ends (the "Restricted Period"), the Counterparty shall not directly or through a person acting at the Counterparty's direction actively solicit a Protected Customer or Protected Prospect for the purpose of causing that relationship to cease, materially reduce, divert, or shift business away from the Company or a specifically identified Covered Venture in favor of a competing product, service, or transaction.
The restriction applies only when the relationship satisfies Section 2 and the proposed competing activity concerns products, services, or opportunities with which the Counterparty was materially involved or about which the Counterparty received material nonpublic information through the Engagement. It does not prohibit accepting unsolicited business, responding accurately to a general public inquiry, honoring a customer's independent choice, or providing services where applicable law protects that activity, so long as the Counterparty does not initiate prohibited solicitation, misuse Confidential Information, or induce breach of an enforceable contract.
During the Restricted Period, the Counterparty shall not knowingly and affirmatively target Protected Personnel for the purpose of inducing that individual to terminate or materially reduce an existing relationship with the Company or a specifically identified Covered Venture in order to join the Counterparty or a competing venture.
This section does not prohibit general job postings not targeted at Protected Personnel, recruitment conducted independently without the Counterparty's direction or use of protected information, an unsolicited inquiry initiated by an individual, truthful discussion requested by that individual, lawful hiring where no prohibited solicitation occurred, protected labor activity, or conduct otherwise protected by applicable law.
Mandatory Minnesota service-provider exception: This section does not restrict a customer of a service provider from directly or indirectly soliciting or hiring that service provider's employee where Minnesota Statutes Section 181.9881 or another nonwaivable law prohibits such a restriction. No provision of this Agreement shall be used to impose a prohibited customer no-hire, no-poach, placement-fee, or equivalent restraint.
During the Restricted Period, the Counterparty shall not knowingly and intentionally: (a) induce a Protected Customer, Protected Personnel, vendor, or specifically identified partner to breach an existing enforceable agreement with the Company or a Covered Venture; (b) knowingly communicate a materially false statement of fact for the purpose of disrupting a specifically identified and reasonably probable business relationship; (c) threaten, coerce, impersonate, or use deceptive conduct to divert an identified relationship; or (d) misuse nonpublic Company information to redirect a protected opportunity.
This section does not prohibit truthful statements, good-faith criticism or opinions, lawful commercial competition, reporting concerns to a regulator or law-enforcement authority, testimony, participation in legal proceedings, protected employee activity, or good-faith exercise of contractual, statutory, or constitutional rights. A merely hypothetical or unilaterally anticipated opportunity is not protected.
The Counterparty shall not knowingly alter, delete, conceal, fabricate, backdate, or misattribute a customer record, referral source, marketing source, commission attribution, ownership marker, contact timeline, approval record, or opportunity history maintained by the Company or a Covered Venture. The Counterparty shall not route a lead or relationship outside authorized Company systems in order to defeat documented attribution, contractual rights, compensation rights, or governance controls.
The Counterparty shall not use another person, alternate account, personal device, private email, undisclosed automation, AI agent, or controlled entity to accomplish conduct that would violate this Agreement if performed directly. Ordinary correction of a record made transparently under authorized procedures, or a documented good-faith disagreement concerning ownership or attribution, is not a violation.
If the Company makes a specific documented introduction to a third party solely for an identified transaction in which the Company or a Covered Venture has an active, disclosed role, the Counterparty shall not knowingly use Confidential Information from that introduction to bypass the Company and complete substantially the same transaction during the Restricted Period while depriving the Company of a documented contractual fee, commission, ownership interest, or other specifically identified economic right.
This protection applies only to an opportunity evidenced by contemporaneous records showing the introduction, the proposed transaction, and the Company's disclosed role. It does not apply to a preexisting relationship, an opportunity independently sourced without use of Company information, general market activity, a transaction the Company affirmatively abandoned, or any restriction prohibited by applicable law. This section does not create a fee, commission, ownership right, or exclusivity that is not established in a separate agreement or contemporaneous written record.
The restrictions in this Agreement do not apply to a relationship that the Counterparty can demonstrate existed before the Company's introduction or before access through the Engagement, including a personal, professional, customer, vendor, or investor relationship identified in Schedule A or established by reasonably reliable contemporaneous records.
The restrictions also do not apply to independently developed opportunities, public information, general professional skill, ordinary competitive activity, lawful acceptance of unsolicited business, or a person or entity with whom the Counterparty had no qualifying direct contact and about whom the Counterparty received no material nonpublic relationship information. The Company may not expand the protected universe after termination by adding names to a list, CRM, or schedule without an otherwise valid qualifying relationship.
The Company may establish a protected relationship or introduction through contemporaneous business records, including CRM history, dated communications, referral agreements, opportunity notes, meeting records, consented recordings, approvals, and documented assignments. A unilateral assertion or retroactively created entry, without supporting evidence, is insufficient by itself.
Upon a reasonable written request connected to a concrete proposed engagement or a good-faith compliance concern, the Company will identify, to the extent reasonably practicable and consistent with confidentiality duties, whether a named relationship is claimed to be protected. The Company need not disclose unrelated customer lists, privileged information, or third-party information beyond what is reasonably necessary to resolve the concern.
The Restricted Period begins on the date the Engagement actually ends and expires twelve (12) months later, unless applicable law requires a shorter duration or a signed written addendum states a shorter period. Restrictions apply during the Engagement only to conduct inconsistent with the Counterparty's authorized role or express duties. The Restricted Period will not be automatically extended, tolled, restarted, or converted into an indefinite restriction merely because a dispute, investigation, or alleged breach arises.
This Agreement supplements, and does not replace, the parties' separate Mutual Confidentiality and Non-Disclosure Agreement or another applicable confidentiality agreement. Information designated confidential under that agreement remains governed by its terms. This Agreement does not assign intellectual property, set compensation, establish equity ownership, impose exclusivity, or create a partnership, joint venture, fiduciary relationship, or employment relationship.
If a separate signed agreement specifically governs a fee, commission, lead ownership, intellectual property, customer relationship, or transaction, that agreement controls as to that specific subject unless it expressly states otherwise. Nothing here creates a restriction that exceeds the protections permitted by mandatory law.
The parties intend the restrictions to apply only when permitted by the mandatory law governing the Counterparty's primary work location, relationship classification, profession, compensation, and the relevant conduct. Any statutory compensation threshold, advance notice, attorney-consultation notice, review period, independent consideration, industry exception, customer-choice rule, or limitation on choice of law and venue controls over inconsistent terms in this Agreement.
A restriction is inapplicable, without penalty, to the extent applicable law bars it, the Counterparty does not satisfy a mandatory earnings threshold, the Company has not provided legally required notice or review time, adequate consideration is absent, or the restriction would function as an impermissible noncompetition or no-hire agreement. A severability provision does not cure a failure to satisfy a mandatory pre-signing requirement.
Written attorney-consultation notice: The Counterparty is advised to consult an attorney before signing this Agreement. When applicable law requires a specific advance-delivery or review period, including a fourteen (14) calendar-day review period, the Company shall provide that period before enforcement. An early signature is permitted only where the governing law expressly allows voluntary early signing and the Counterparty knowingly elects it.
For an actual or threatened violation, the Company may seek available damages, temporary or permanent injunctive relief, or specific performance, subject to ordinary evidentiary standards, applicable law, and judicial discretion. Nothing in this Agreement guarantees an injunction, presumes damages, waives a required bond, creates liquidated damages, shifts attorney fees contrary to law, or restricts remedies available to the Counterparty under applicable law.
Before seeking nonemergency relief, the Company shall, when reasonably practicable, identify the protected relationship and the challenged conduct with reasonable specificity and allow a reasonable opportunity to respond. No advance notice is required when reasonably likely to cause imminent destruction of evidence, misappropriation, or immediate contractual harm.
Minnesota law governs this Agreement, without regard to conflict-of-laws principles, except where the Counterparty's primary work state or another jurisdiction provides mandatory substantive protections that cannot be waived. Subject to those protections, the parties consent to the state courts located in Hennepin County, Minnesota, or, when federal jurisdiction exists, the United States District Court for the District of Minnesota, sitting in Minneapolis. A mandatory home-state venue or choice-of-law requirement supersedes this section.
Each restriction applies separately and only to the narrowest extent necessary to protect a legitimate business interest. If a provision is unenforceable, it shall be severed or, only where applicable law permits judicial modification, narrowed without enlarging its scope or supplying missing statutory notice, review time, consideration, or compensation eligibility. The remaining lawful provisions remain effective.
This Agreement is the complete agreement concerning the relationship restrictions addressed here and may be amended or waived only in a writing signed by both parties. Delay in enforcing a right is not a waiver. Counterparts and electronic signatures are effective to the extent permitted by law.
List known preexisting relationships or attach a signed supplement. A relationship supported by reliable contemporaneous evidence is not lost solely because it was omitted from this schedule.
Before signing: identify the work state, relationship category, covered ventures, actual consideration, and delivery/review dates.