# NONSOLICITATION AGREEMENT
**This Nonsolicitation Agreement (the "Agreement") is made and entered into as of [Date], by and between:**
**[Party A Name]**
[Party A Address]
[City, State, ZIP]
AND
**[Party B Name]**
[Party B Address]
[City, State, ZIP]
**WHEREAS**, Party A and Party B (individually, a "Party" and collectively, the "Parties") desire to set forth the terms and conditions under which Party B shall refrain from soliciting Party A's employees, clients, or customers.
**NOW, THEREFORE**, in consideration of the mutual covenants and agreements contained herein, the Parties agree as follows:
## 1. DEFINITIONS
### 1.1 "Confidential Information"
Confidential Information means any and all proprietary information, trade secrets, and any other information that is designated as confidential or that is reasonably understood to be confidential given its nature and the circumstances of its disclosure.
### 1.2 "Clients"
Clients refer to any individual or entity with whom Party A has engaged in business dealings or has a contractual relationship at any time during the term of this Agreement.
### 1.3 "Employees"
Employees refer to any person employed by Party A at any time during the term of this Agreement.
## 2. NONSOLICITATION OBLIGATION
### 2.1 NonSolicitation of Employees
Party B agrees that during the term of this Agreement and for a period of [insert number] months following the termination of this Agreement, Party B shall not directly or indirectly solicit, recruit, or hire any Employees of Party A.
### 2.2 NonSolicitation of Clients
Party B agrees that during the term of this Agreement and for a period of [insert number] months following the termination of this Agreement, Party B shall not directly or indirectly solicit, or attempt to solicit, any Clients of Party A for the purpose of providing products or services that are competitive with Party A.
## 3. TERM
### 3.1 Duration
This Agreement shall commence on the date first written above and shall continue in effect for a period of [insert number] months, unless terminated earlier by mutual written consent of the Parties.
## 4. CONFIDENTIALITY
### 4.1 Confidentiality Obligations
Both Parties agree to keep all Confidential Information strictly confidential and shall not disclose it to any third party without the prior written consent of the other Party.
## 5. REMEDIES
### 5.1 Injunctive Relief
The Parties acknowledge that unauthorized disclosure or use of Confidential Information or breach of this Agreement may cause irreparable harm to the disclosing party, and that legal remedies may be inadequate to remedy such harm. Therefore, the disclosing party may seek injunctive relief in addition to any other available remedies.
## 6. MISCELLANEOUS
### 6.1 Governing Law
This Agreement shall be governed by and construed in accordance with the laws of the State of [insert state].
### 6.2 Severability
If any provision of this Agreement is found to be invalid or unenforceable, the remaining provisions shall remain in full force and effect.
### 6.3 Entire Agreement
This Agreement constitutes the entire understanding between the Parties with respect to the subject matter hereof and supersedes all prior discussions, agreements, or understandings of any kind.
### 6.4 Amendments
This Agreement may not be amended or modified except in a writing signed by both Parties.
**IN WITNESS WHEREOF**, the Parties hereto have executed this Nonsolicitation Agreement as of the date first above written.
**[Party A Name]**
By: ___________________________
Name: _________________________
Title: _________________________
Date: _________________________
**[Party B Name]**
By: ___________________________
Name: _________________________
Title: _________________________
Date: _________________________
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**Note: The terms in brackets ([ ]) should be filled in with the appropriate information. It is advisable to consult with a legal professional to ensure that this template meets the specific needs and legal requirements of your situation.**