Non-Solicitation Agreement
Whereas Volunteer and NOPI have entered into or are about to enter into a Volunteer relationship for their mutual benefit; and,
Whereas a condition of entering into and/or continuing such Volunteer relationship, NOPI has required Volunteer to enter into this Agreement;
Therefore, in consideration of the premises and other good and valuable consideration, the receipt and sufficiency of which is hereby acknowledged, the parties agree as follows:
1. Definitions. Whenever used in this Agreement the word “Clients” means any entity provided services to by NOPI’s volunteers, Volunteers, or staff whether potential, paid, or pro-bono.
2. Non-Solicitation. Volunteer acknowledges that they will acquire considerable knowledge about, and expertise in, certain areas of NOPI’s operations and they will have knowledge of, and contact with, customers and suppliers of NOPI and its Clients. Volunteer further acknowledges that he or she may be able to utilize such knowledge and expertise, following termination of his or her service with NOPI, to the serious detriment of NOPI in the event Volunteer should solicit business from customers of NOPI or its Clients.
Accordingly, Volunteer agrees that:
(a) Non-Solicitation of Customers. The Volunteer will not, for a period of one (1) year after termination of his or her contract, directly or indirectly, approach any customer or business partner of NOPI or its Clients for the purpose of providing services substantially similar to the services provided by the NOPI or its Clients; and
(b) Non-Solicitation of Volunteers. He or she will not, for a period of one (1) year after termination of their contract, directly or indirectly, approach, solicit, entice or attempt to approach, solicit or entice any of the other Volunteers of NOPI or its Clients to leave the employment of NOPI.
(c) Presentment to any New Employer, Customer, or Client. Volunteer agrees to give a copy of this Agreement to any new employer, customer or client prior to their first day of work so that the new employer or client can evaluate whether they may be in violation of this Agreement. Volunteer and NOPI both believe that this step will help prevent any future conflict under this Agreement and Volunteer promises faithfully to exercise this requirement under this Agreement.
2. Restrictions Reasonable. The Volunteer acknowledges that all restrictions in this Agreement are reasonable in the circumstances and hereby waives all defenses to the enforcement thereof by the NOPI. In the event that any provisions of this Agreement shall be deemed void or invalid by a court,
the remaining provisions shall remain in full force and effect and the Volunteer hereby confers upon such court the power to replace such void or invalid provisions with such other enforceable and valid provisions as shall be as near as may be to the original in form and effect.
3. Irreparable Harm. The Volunteer acknowledges that breach by him or her of the terms and conditions of this Agreement may cause irreparable harm to NOPI, which may not be compensable by monetary damages. Accordingly, the Volunteer acknowledges that a breach by it of the terms and conditions of this
Agreement shall be sufficient grounds for the granting of an injunction at the suit of the NOPI by a court of competent jurisdiction.
4. Notices. Any notice required by this Agreement or given in connection with it, shall be in writing and shall be given to the appropriate party via email.
5. No Waiver. The waiver or failure of either party to exercise in any respect any right provided in this agreement shall not be deemed a waiver of any other right or remedy to which the party may be entitled.
6. Entirety of Agreement. The terms and conditions set forth herein constitute the entire agreement between the parties and supersede any communications or previous agreements with respect to the subject matter of this Agreement. There are no written or oral understandings directly or indirectly related to this Agreement that are not set forth herein. No change can be made to this Agreement other than in writing and signed by both parties.
7. Governing Law. This Agreement shall be construed and enforced according to the laws of the State of Massachusetts and any dispute under this Agreement must be brought in this venue and no other.
8. Headings in this Agreement. The headings in this Agreement are for convenience only, confirm no rights or obligations in either party, and do not alter any terms of this Agreement.
9. Severability. If any term of this Agreement is held by a court of competent jurisdiction to be invalid or unenforceable, then this Agreement, including all of the remaining terms, will remain in full force and effect as if such invalid or unenforceable term had never been included.