영문 겸업금지계약서

 

CONTRACTOR NON-COMPETE AGREEMENT

THIS CONTRACTOR NON-COMPETE AGREEMENT ("Agreement") is made as of 년 월 일 by and

between ○○○, Ltd., ("Company") and ○○○, Ltd., ("Contractor").

Contractor desires to give, and Company desires to receive from Contractor, a covenant not to

engage, either directly or indirectly, in competition with, or to solicit any customer, client, or account

of, Company.

Company and Contractor desire to set forth in writing the terms and conditions of their agreements

and understandings.

NOW, THEREFORE, in consideration of the foregoing, of the mutual promises herein contained, and

of other good and valuable consideration, the receipt and sufficiency of which are hereby

acknowledged, the parties hereto, intending legally to be bound, hereby agree as follows:

1.

Covenants Against Competition.

Contractor acknowledges that the services to be rendered to Company have a significant and

material value to Company, the loss of which cannot adequately be compensated by damages

alone. In view of the significant and material value to Company of the services of Contractor for

which Company has employed Contractor; and the confidential information obtained by or

disclosed to Contractor as an employee of Company; and as a material inducement to Company to

employ Contractor and to pay to Contractor compensation for such services to be rendered for

Company by Contractor (it being understood and agreed by the parties hereto that such

non-competition shall also be paid for and received in consideration hereof), Contractor covenants

and agrees as follows:

A.

During Contractor's employment by Company and for a period of three years after Contractor

ceases to be employed by Company, Contractor shall not within Taiwan directly or indirectly,

either for Contractor's own account or as a partner, shareholder (other than shares regularly

traded in a recognized market), officer, employee, agent or otherwise solicit business or sales

from, or attempt to convert to other sellers or providers of the same or similar products or

services as provided by Company, any customer, client or account of Company with which

Contractor has had any contact during the term of employment.

B.

During employment and for a period of 24 months thereafter, Contractor shall not, directly or

indirectly, solicit for employment or employ any employee of Company.

C.

During employment, and thereafter for a period of 24 months, Contractor shall not disclose to

anyone any Confidential Information. For the purposes of this Agreement, "Confidential

Information" shall include any of Company's confidential, proprietary or trade secret information

that is disclosed to Contractor or Contractor otherwise learns in the course of employment such

as, but not limited to, business plans, customer lists, financial statements, software diagrams,

flow charts and product plans. Confidential Information shall not include any information which;

(i) is or becomes publicly available through no act of Contractor, (ii) is rightfully received by

Contractor from a third party without restrictions; or (iii) is independently developed by

Contractor.

2.

At Will.

Contractor acknowledges that Contractors employment is "at will", subject to applicable law, and

that either Company or Contractor may terminate employment at any time, with or without notice, for

any reason or no reason whatsoever. Nothing in this Agreement shall constitute a promise of

employment for any particular duration or rate of pay.

3.

Accounting for Profits.

Contractor covenants and agrees that, if Contractor shall violate any covenants or agreements in

Section 1 hereof, Company shall be entitled to an accounting and repayment of all profits,

compensation, commissions, remunerations or benefits which Contractor directly or indirectly has

realized and/or may realize as a result of, growing out of or in connection with any such violation;

such remedy shall be in addition to and not in limitation of any injunctive relief or other rights or

remedies to which Company is or may be entitled at law or in equity or under this Agreement.

4.

Reasonableness of Restrictions.

A.

Contractor has carefully read and considered the provisions of Section 1 hereof and,

having done so, agrees that the restrictions set forth therein (including, but not limited to, the

time period of restriction and the geographical areas of restriction) are fair and reasonable

and are reasonably required for the protection of the interests of Company, its officers,

directors, shareholders and other employees.

B.

In the event that, notwithstanding the foregoing, any part of the covenants set forth in Section

1 hereof shall be held to be invalid or unenforceable, the remaining parts thereof shall

nevertheless continue to be valid and enforceable as though the invalid or unenforceable

parts had not been included therein. In the event that any provision of Section 1 relating to

time period and/or areas of restriction shall be declared by a court of competent jurisdiction

to exceed the maximum time period or areas such court deems reasonable and

enforceable, the agreed upon time period and/or areas of restriction shall be deemed to

become and thereafter be the maximum time period and/or areas which such court deems

reasonable and enforceable.

5.

Burden and Benefit.

This Agreement shall be binding upon, and shall inure to the benefit of, Company and Contractor,

and their respective heirs, personal and legal representatives, successors and assigns.

6.

Governing Law.

Construction and interpretation of this Agreement shall at all times and in all respects be governed

by the laws of Taiwan.

7.

Severability.

The provisions of this Agreement (including particularly, but not limited to, the provisions of Section

1 hereof) shall be deemed severable, and the invalidity or unenforceability of any one or more of

the provisions hereof shall not affect the validity and enforceability of the other provisions hereof.

8.

Company.

As used herein, the term "Company" shall include any corporation which is at any time a parent or

subsidiary of Company.

9.

Notices.

Any notice required to be or otherwise given hereunder shall be sufficient if in writing, and sent by

certified or registered mail, return receipt requested, first-class postage prepaid, as follows:

If to Company:

If to Contractor:

Or to such other address designated by either party following notice to the other.

10.

Entire Agreement.

This Agreement contains the entire agreement and understanding by and between Company and

Contractor with respect to the covenant against competition herein referred to, and no

representations, promises, agreements or understandings, written or oral, not herein contained

shall be of any force or effect. No change or modification hereof shall be valid or binding unless

the same is in writing and signed by the party intended to be bound.

11.

No Waiver.

No waiver of any provision of this Agreement shall be valid unless the same is in writing and signed

by the party against whom such waiver is sought to be enforced; moreover, no valid waiver of any

provision of this Agreement at any time shall be deemed a waiver of any other provision of this

Agreement at such time or will be deemed a valid waiver of such provision at any other time.

12.

Headings.

The headings used herein are for the convenience of the parties only and shall not be used to

define, enlarge or limit any term of this Agreement.

IN WITNESS WHEREOF, Company and Contractor have duly executed this Agreement under seal

as of the day and year first above written.

○○○, Ltd. Contractor: ○○○, Ltd.

By :

By :