Non-Solicitation Agreement

This Non-Solicitation Agreement (the “Agreement”) is entered into as of by and between Galaxy Holdings, a TX LLC located at (the “Company”), and , residing at (the “Employee”).

1. Consideration

The Employee enters into this Agreement in exchange for, and as a material condition of, and access to the Company’s Confidential Information, customer relationships, and goodwill, which the Employee acknowledges is good and valuable consideration for the covenants below.

2. Definitions

• “Customer” means any client or customer of the Company, and any actively solicited prospective client, with whom the Employee had material contact or about whom the Employee obtained Confidential Information during the last twenty-four (24) months of employment.
• “Covered Employee” means any person who is, or within the prior six (6) months was, an employee or independent contractor of the Company with whom the Employee worked or about whom the Employee obtained Confidential Information.
• “Restricted Period” means the period of employment plus month(s) following the termination of employment for any reason.

3. Non-Solicitation of Customers

During the Restricted Period, the Employee will not, directly or indirectly, solicit, divert, or attempt to solicit or divert the business of any Customer for the purpose of providing products or services that compete with the Company, or induce or encourage any Customer to reduce or terminate its business relationship with the Company.

4. Non-Solicitation of Employees

During the Restricted Period, the Employee will not, directly or indirectly, solicit, recruit, hire, or induce any Covered Employee to terminate his or her relationship with the Company or to accept employment or engagement with any other person or entity. A general advertisement not specifically targeted at Covered Employees is not a breach of this Section.

5. Reasonableness and Reformation

The Employee acknowledges that these covenants are reasonable and necessary to protect the Company’s legitimate interests in its Confidential Information, customer goodwill, and stable workforce. If a court finds any restriction overbroad or unenforceable, the parties intend that the court modify it to the minimum extent necessary to make it enforceable and enforce it as modified, to the maximum extent permitted by applicable law. The enforceability of these covenants is governed by the law of the State of TX; in some states (such as California) customer non-solicitation covenants are unenforceable, although protection of trade secrets remains available.

6. Remedies

The Employee acknowledges that a breach of this Agreement may cause the Company irreparable harm, and the Company is entitled to seek injunctive relief in addition to any other available remedies. The Restricted Period will be extended by any period during which the Employee is in breach, to the extent permitted by law.

7. General

This Agreement does not alter the at-will nature of employment. It is governed by the laws of the State of TX and constitutes the entire agreement between the parties on its subject matter. It may be amended only in a writing signed by both parties.

Galaxy Holdings

Name: Michael Yuan
Title: General Manager
Date:

Employee:

 

Date: