Non-compete Agreement

This Non-Compete Agreement ("Agreement") is entered into as of April 6, 2026 (the "Effective Date"),

by and between:

Employer: Acme Corporation (the "Employer")

Employee: Jane Smith (the "Employee")

(each a "Party" and collectively the "Parties").

Recitals

WHEREAS, the Employer is engaged in the business of software development and technology consulting;

WHEREAS, the Employee is or will be employed by the Employer and, in the course of such employment, will have access to confidential information, trade secrets, customer relationships, and specialized training;

WHEREAS, the Employer has a legitimate business interest in protecting its confidential information, goodwill, and competitive position;

NOW, THEREFORE, in consideration of the Employee's continued employment with the Employer and the compensation and benefits associated therewith, and other good and valuable consideration, the sufficiency of which is hereby acknowledged, the Parties agree as follows:

1. Non-compete Covenant

1.1 During the term of the Employee's employment with the Employer and for a period of one (1) year following the termination of such employment, for any reason or no reason (the "Restricted Period"), the Employee agrees that they shall not, directly or indirectly:

(a) Engage in, own, manage, operate, control, finance, or participate in the ownership, management, operation, or control of any business that competes with the Employer in the field of software development and technology consulting;

(b) Be employed by, serve as an officer, director, consultant, agent, or independent contractor of any business that competes with the Employer;

(c) Assist any person or entity in any way to engage in any activity that would constitute a violation of this Agreement if performed by the Employee.

1.2 Geographic Scope. The restrictions in Section 1.1 shall apply within a 50-mile radius of the Employer's principal place of business.

2. Non-solicitation

2.1 During the Restricted Period, the Employee shall not, directly or indirectly:

(a) Solicit, contact, or attempt to solicit or contact any customer, client, or prospective customer of the Employer with whom the Employee had contact or about whom the Employee obtained confidential information during the Employee's employment;

(b) Solicit, recruit, hire, or attempt to solicit, recruit, or hire any employee, independent contractor, or agent of the Employer to leave the Employer's employment or engagement;

(c) Encourage or induce any customer, supplier, or business partner of the Employer to terminate or reduce its business relationship with the Employer.

3. Exceptions

3.1 Nothing in this Agreement shall prohibit the Employee from:

(a) Owning, directly or indirectly, not more than five percent (5%) of the outstanding shares of any publicly traded company;

(b) Engaging in any activity with the prior written consent of the Employer;

(c) Working in a capacity that does not involve the same or similar duties, responsibilities, or expertise as those performed for the Employer, provided such work does not involve competition with the Employer.

4. Duration and Scope

4.1 The restrictions contained in this Agreement shall be in effect during the Employee's employment and for the Restricted Period of one (1) year following termination.

4.2 If a court of competent jurisdiction determines that the duration, geographic scope, or breadth of this Agreement is unreasonable, such court shall have the power to reduce such provisions to the extent necessary to make them enforceable.

5. Remedies

5.1 The Employee acknowledges that a breach of this Agreement would cause irreparable harm to the Employer for which monetary damages would be an inadequate remedy.

5.2 In the event of a breach or threatened breach, the Employer shall be entitled to:

(a) Temporary, preliminary, and permanent injunctive relief;

(b) Specific performance of the terms of this Agreement;

(c) Recovery of actual damages, including lost profits;

(d) Recovery of reasonable attorneys' fees and costs;

(e) Any other remedies available at law or in equity.

5.3 The Restricted Period shall be extended by any period during which the Employee is in violation of this Agreement.

6. Severability

6.1 If any provision of this Agreement is held to be invalid, illegal, or unenforceable, such provision shall be modified to the minimum extent necessary to make it valid, legal, and enforceable. If such modification is not possible, the provision shall be severed from this Agreement, and the remaining provisions shall continue in full force and effect.

7. Acknowledgments

7.1 The Employee acknowledges and agrees that:

(a) The restrictions contained in this Agreement are reasonable and necessary to protect the Employer's legitimate business interests;

(b) The consideration provided is adequate and sufficient;

(c) The Employee has had the opportunity to consult with legal counsel regarding this Agreement;

(d) Compliance with this Agreement will not impose an undue hardship on the Employee.

8. Governing Law

8.1 This Agreement shall be governed by and construed in accordance with the laws of the State of California, without regard to its conflict of laws principles.

8.2 The Parties consent to the exclusive jurisdiction of the state and federal courts located in California for any disputes arising out of or relating to this Agreement.

9. Miscellaneous

9.1 Entire Agreement. This Agreement constitutes the entire agreement between the Parties with respect to the subject matter hereof.

9.2 Amendment. This Agreement may not be amended except by a written instrument signed by both Parties.

9.3 Waiver. The failure of either Party to enforce any provision shall not constitute a waiver of such provision.

9.4 Assignment. The Employer may assign this Agreement to any successor or affiliate. The Employee may not assign this Agreement.

9.5 Notices. All notices shall be in writing and delivered to the addresses on file.

IN WITNESS WHEREOF, the Parties have executed this Non-Compete Agreement as of the Effective Date.

Employer:

Signature: ___________________________

Name: Acme Corporation

Title: ___________________________

Date: ___________________________

Employee:

Signature: ___________________________

Name: Jane Smith

Date: ___________________________