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  • No-Solicitation/No-Hire Agreement Arizona

    Recently my employer has released a confidentiality and no-solicitation/no-hire agreement at a new car dealership in Arizona. At this point only the technicians are required to sign it. What I have a problem with is section 5 and on. The fact that it restricts my options for employment whether I quit or am fired. In this business it is typical for technicians to work with or be employed by past co-workers. It also states that all court hearings will be held out of state (Florida) and at our expense under their laws. Is this a fairly standard agreement or should I be concerned about signing this and how often do agreements like this "hold up" in court? Thank you for your input.

    The section reads as follows:

    5. No-Solicitation / No-Hire.

    Except to the extent such agreement is prohibited by applicable law, Employee agrees that. for a period of twelve ( 12) months immediately following the separation 0f Employee's employment or engagement with the Company, whether the separation is initiated by Employee or the Company for any reason, Employee shall not directly or indirectly: (i) hire, offer to hire, employ, or knowingly permit or cause any company or business directly or indirectly controlled by him/her, or that employs him/her. to hire, offer to hire, or employ, any person who was employed by the Company or any of its subsidiaries or affiliates at or within the then prior six (6) months, or in any manner solicit or seek to induce any such person to leave his/her employment with the Company (including, without limitation, for or on behalf of a subsequent employer of Employee, and even if such individual first approaches Employee or such company or business for employment); (ii) knowingly solicit or induce. through the use of Confidential Information or Confidential Materials, any customers of the Company to patronize any business directly 0 I' indirectly in competition with the businesses conducted by the Company or any subsidiary or affiliate of the Company at any time during Employee's relationship with the Company; or (iii) request OJ' advise any person who is a customer or vendor of the Company or any subsidiary or artiliate of the Company or its successors to withdraw, cUl1ail or cancel any such customer's or vendor's business with any such entity.

    6. Remedies Upon Breach.

    Employee acknowledges that his/her services hereunder are of a special and unique character and place him/her in a position of trust and confidence with the Confidential lnformation and Confidential Materials and employees of the Company, and that the Confidential information and Confidential Materials are of a special and unique character that give them a peculiar value, and, a s a result, any breach of his/her obligation under this Agreement may cause the Company great and irreparable injury that cannot be adequately compensated solely by the payment of damages in an action at law. Accordingly, Employee agrees the Company shall be entitled to the remedies of injunction, specific performance and other equitable relief to redress any breach, or to prevent any threatened breach (and the Company shall not be required to post any bond or prove special damages) and Employee shall pay any and all costs and expenses (included reasonable attorneys' fees and expenses) incurred by the Company in enforcing its rights hereunder. Nothing contained in this Agreement shall, however, be construed as a waiver by the Company pr any other right, including, without limitation, the Company's right to monetary damages.

    7. Assignment.

    Employee hereby consents to the assignment, without additional notice, or his/her obligations under this Agreement, to any of the Company's subsidiaries or affiliates, any successor to the Company or any of its subsidiaries or affiliates or any franchisee or it or any of its subsidiaries or affiliates. Employee may not assign any of his/her rights or obligations under this Agreement.

    8. Governing Law; Venue for Legal Proceedings; Employee's Agreement to Jurisdiction.

    This Agreement will be governed by and construed in accordance with the laws of the State of Florida, without regard to principles of conflict of laws. The parties agree that any action, suit or proceeding, including but not limited to any proceeding for declaratory relief: arising out of or relative to this Agreement or the relationship of Employee and Company shall be instituted only in the state or federal courts located

    in Broward County, in t he state 0f Florida, and each party waives any objection (including objections regarding lack of personal jurisdiction and objections to the convenience of the forum) which such party may now or hereafter have to such venue or jurisdiction in any action, suit, or proceeding. Employee hereby specifically consents to appear in the state and federal courts of the State of Florida and agrees that this Agreement as well such other additional contact Employee has had with the State of Florida are sufficient to provide Employee notice that the state or federal courts located in Broward County, in the State of Florida, will he the forum for any action, suit or proceeding arising out of or relative to this Agreement. Any and all service of process and any other notice in any such action, suit or proceeding shall he effective against any party if given by mail (registered or certified where possible, return receipt requested), postage prepaid, mailed to such pany at the address set forth herein. Employee also agrees that all documents Employee has executed or will execute in the future and all policies and procedures of the Company in connection with Employee's employment relationship with the Company are governed hy the laws of the State of Florida.

    9. Waiver; Severability.

    The obligations of Employee under this Agreement shall survive termination of Employee's employment or engagement hy the Company. Any failure on the pmi or the Company to insist upon the performance of this Agreement or any part hereof shall not constitute a waiver of any right under this Agreement. No waiver of any provision of this Agreement shall he effective unless in writing and executed by the party waiving the right. The parties agree that the covenants included in this Agreement are, taken as a whole, reasonable in their duration and scope and necessary to protect the present and prospective interests of the Company, and it is the desire and intent of the parties that the provisions of this Agreement shall he enforced to the fullest extent permissible under law and equity where enforcement is sought. If any such provision, or any part thereof, is held hy a court in a judicial proceeding to be unenforceable because ofthe duration of such provision or the scope or area covered thereby, the parties agree that the court making such determination shall have the power to reduce the duration, scope and/or area of such provision, and/or to delete specific words or phrases to the extent necessary to permit the remaining covenants to be enforced, and in its reduced form, such provision shall then be enforceable and shall be enforced.

    10. Interpretation.

    Other than as expressly provided herein, this Agreement is not intended to (and shall not be deemed to) limit, decrease or reduce the scope of any prior restrictive covenants contained in any agreement to which the Company (or any of its subsidiaries or affiliates) and Employee are party (including, without limitation, any employment agreement, stock option agreement or any agreement providing for a business combination or acquisition), including, without limitation, any noncompetition, confidentiality, no-hire, no-solicit or similar provisions. To the extent that this Agreement contains any restrictive covenants that are broader in scope than the provisions of any such prior agreement. the terms of this Agreement are intended to control and shall be in full force and effect and fully enforceable by the Company in addition to the provisions of such prior agreement. To the extent that this Agreement contains any restrictive covenants that a re narrower in scope than thc provisions or any such prior agreement. the terms of the prior agreement are intended to control and shall remain in full force and effect and shall be fully enforceable against Employee in addition to the restrictive covenants contained herein.

  • #2
    Your best bet is to take the agreement to a contract or employment attorney in your state for review & advice.
    Too often we underestimate the power of a touch, a smile, a kind word, a listening ear, an honest compliment, or the smallest act of caring, all of which have the potential to turn a life around. Leo Buscaglia

    Live in peace with animals. Animals bring love to our hearts and warmth to our souls.

    Comment


    • #3
      Thank you for the response. I am sure I will soon be threatend with my job if I refuse to sign. At that point I will speak with an attorney. It seems to me that subjecting yourself to the courts of a state that you don't live in, and have never been to, would be a mistake. Even if I comply with this agreement and they feel I haven't, I would have to go cross country to set the record straight. I have no interest in seeing Florida.

      Comment


      • #4
        If it becomes necessary for you to speak with an attorney, I would start with one in the state where you are working even though it seems Fl. law applies to the agreement.
        Too often we underestimate the power of a touch, a smile, a kind word, a listening ear, an honest compliment, or the smallest act of caring, all of which have the potential to turn a life around. Leo Buscaglia

        Live in peace with animals. Animals bring love to our hearts and warmth to our souls.

        Comment


        • #5
          Originally posted by Victor Reid View Post
          I have no interest in seeing Florida.
          Being that it hasn't been over 32 degrees since 2 a.m. on New Year's Day, I wouldn't mind seeing Florida right now.
          I don't respond to Private Messages unless the moderator specifically refers you to me for that purpose. Thank you.

          Comment


          • #6
            Originally posted by Pattymd View Post
            Being that it hasn't been over 32 degrees since 2 a.m. on New Year's Day, I wouldn't mind seeing Florida right now.
            It has been cold in Fl. also - very unusual low temperatures. It's probably warmer than where you are though.
            Too often we underestimate the power of a touch, a smile, a kind word, a listening ear, an honest compliment, or the smallest act of caring, all of which have the potential to turn a life around. Leo Buscaglia

            Live in peace with animals. Animals bring love to our hearts and warmth to our souls.

            Comment


            • #7
              Solve two problems. Burn your inbox to stay warm.
              "Reality is that which, when you stop believing in it, doesn't go away".
              Philip K. **** (1928-1982)

              Comment


              • #8
                It was 73F here today. That's why I don't want to go to Florida...that and
                alligators.

                Comment


                • #9
                  I have several friends who retired to Arizona where you are - they liked it over Fl. & Ca.
                  Too often we underestimate the power of a touch, a smile, a kind word, a listening ear, an honest compliment, or the smallest act of caring, all of which have the potential to turn a life around. Leo Buscaglia

                  Live in peace with animals. Animals bring love to our hearts and warmth to our souls.

                  Comment

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