Employee Non-Solicitation Agreement Generator

EMPLOYEE AND CUSTOMER NON-SOLICITATION AGREEMENT This Employee and Customer Non-Solicitation Agreement (this "Agreement") is made and entered into as of January 15, 2025, by and between Nexus Cloud Systems Inc. (the "Company"), and Marcus Vance ("Employee"). RECITALS WHEREAS, the Company is engaged in business and has developed substantial goodwill, proprietary business methodologies, confidential customer relationships, and specialized employee talent; and WHEREAS, Employee's position as Principal Enterprise Account Executive provides Employee access to the Company's most sensitive trade secrets, pricing schedules, and customer accounts; and WHEREAS, the parties desire to establish fair, reasonable, and enforceable post-employment non-solicitation covenants to safeguard the Company's legitimate business interests. NOW, THEREFORE, in consideration of Employee's employment (or continued employment), the compensation paid, and access to the Company's confidential information, the parties agree as follows: 1. RESTRICTIVE COVENANT PERIOD The restrictive covenants set forth herein shall apply throughout Employee's employment and for a period of 12 months immediately following the termination of Employee's employment for any reason (the "Restricted Period"). 2. NON-SOLICITATION OF CUSTOMERS AND CLIENTS During the Restricted Period, Employee shall not, directly or indirectly, whether for Employee's own benefit or on behalf of any other person, firm, corporation, or entity: (a) Solicit, contact, induce, or divert any customer, client, or active prospective client of the Company with whom Employee had personal contact, serviced, or accessed confidential data regarding during the twelve (12) months preceding termination; (b) Solicit or accept competing business from any such customer or client; or (c) Encourage or advise any customer or vendor to reduce, curtail, or terminate its business relationship with the Company. 3. NON-SOLICITATION OF EMPLOYEES AND CONTRACTORS During the Restricted Period, Employee shall not, directly or indirectly: (a) Solicit, recruit, induce, or encourage any employee, officer, or independent contractor of the Company to leave their position with the Company; or (b) Hire or engage (or assist any other entity in hiring or engaging) any person who was employed by the Company at any time during the six (6) months prior to such solicitation. (c) Safe Harbor: General public advertisements or job postings not targeted specifically at Company personnel shall not constitute a violation of this section. 4. ACKNOWLEDGMENT OF REASONABLENESS Employee expressly acknowledges that: (a) The restrictions contained herein are narrowly tailored to protect legitimate proprietary goodwill and trade secrets; (b) The 12-month duration and geographic scope are reasonable and will not unreasonably impair Employee's ability to earn a livelihood in their profession; and (c) Adequate independent legal consideration has been provided. 5. SEVERABILITY AND JUDICIAL REFORMATION (BLUE-PENCIL DOCTRINE) If any court or arbitrator of competent jurisdiction determines that any provision, duration, or geographic scope is overbroad or unenforceable, the parties request that such court reform or "blue-pencil" the provision to the maximum extent permitted by applicable law, rather than declaring it wholly void. 6. EQUITABLE RELIEF AND INJUNCTION Employee acknowledges that a breach of this Agreement would cause immediate, irreparable harm for which monetary damages alone would be inadequate. Consequently, the Company shall be entitled to seek temporary, preliminary, and permanent injunctive relief, without the necessity of posting bond, in addition to all other remedies available at law or equity. 7. GOVERNING LAW AND VENUE This Agreement shall be governed by, construed, and enforced in accordance with the laws of the State of Texas, without giving effect to conflicts of laws principles. IN WITNESS WHEREOF, the parties hereto have executed this Non-Solicitation Agreement as of the date first written above. COMPANY: Nexus Cloud Systems Inc. By: _________________________________________ Name: _______________________________________ Title: ________________________________________ EMPLOYEE: Signature: ___________________________________ Printed Name: Marcus Vance Date: ________________________________________