🚫 Non-Solicitation & Non-Compete Agreement
📋 Agreement Overview
This Non-Solicitation Agreement protects SMRT Payments' business relationships, customer base, and competitive position. All employees, contractors, and business partners must acknowledge and comply with these restrictions to protect company interests and maintain fair business practices.
1. Customer Non-Solicitation
Prohibited Activities:
- Customer Solicitation: Direct or indirect solicitation of SMRT Payments customers for competing services
- Customer Lists: Use of customer information, contact lists, or client databases for personal or competitive advantage
- Relationship Exploitation: Leveraging relationships developed through SMRT Payments employment for competing purposes
- Referral Interference: Discouraging customers from continuing business with SMRT Payments
- Competitive Positioning: Using inside knowledge to compete unfairly for SMRT Payments accounts
Customer Definition:
- Active Merchants: All current processing accounts and active service relationships
- Prospect Clients: Businesses in active sales cycles or recent proposal stages
- Former Customers: Accounts closed within the previous 24 months
- Referral Sources: Partners, ISOs, and referral providers in the company network
⚖️ Legal Enforceability
These non-solicitation provisions are designed to be reasonable in scope, duration, and geographic limitation. They protect legitimate business interests while preserving individual employment mobility and competition rights under applicable state and federal law.
2. Employee Non-Solicitation
Workforce Protection:
- Employee Recruitment: Prohibition on recruiting SMRT Payments employees for competing businesses
- Contractor Solicitation: Restrictions on soliciting independent contractors and service providers
- Mass Departures: Prevention of coordinated employee departures that could harm business operations
- Key Personnel: Enhanced restrictions for solicitation of management and specialized personnel
- Indirect Solicitation: Prohibition on using third parties to circumvent direct solicitation restrictions
Permitted Activities:
- General Advertising: General job postings and recruitment advertising not specifically targeting SMRT Payments employees
- Unsolicited Applications: Accepting unsolicited job applications from SMRT Payments personnel
- Public Information: Using publicly available information for general recruitment purposes
- Industry Networking: Participation in industry events and professional networking activities
3. Vendor & Partner Non-Solicitation
Business Relationship Protection:
- Vendor Relationships: Prohibition on soliciting key vendors and service providers away from SMRT Payments
- Partner Networks: Protection of ISO relationships, referral partners, and strategic alliances
- Exclusive Arrangements: Respect for exclusive or preferred vendor agreements
- Technology Partners: Protection of relationships with payment processors, software vendors, and technology providers
🤝 Partner Relationship Categories
Payment Processors: Bank sponsors, card brand relationships, ACH processors
Technology Vendors: Software providers, terminal manufacturers, gateway services
Professional Services: Legal, accounting, consulting, and specialized service providers
Sales Channel Partners: ISOs, agents, referral sources, and distribution networks
4. Competitive Activity Restrictions
Non-Compete Provisions:
- Direct Competition: Restrictions on working for direct competitors in similar roles
- Geographic Limitations: Reasonable geographic restrictions based on territory and market area
- Industry Segments: Specific restrictions for payment processing, merchant services, and related industries
- Time Limitations: Duration restrictions (typically 12-24 months) appropriate to role and seniority
- Role-Based Restrictions: Enhanced restrictions for executive, sales, and customer-facing positions
Exemptions & Limitations:
- Non-Competing Roles: Employment in non-competing capacities or industries
- Geographic Exceptions: Areas where SMRT Payments does not actively operate
- Hardship Provisions: Consideration for economic hardship or involuntary termination
- Industry Evolution: Adjustments for changing market conditions and business focus
5. Enforcement & Remedies
Monitoring & Detection:
- Customer Contact Monitoring: Tracking of unusual customer contact or account activity
- Employee Departure Analysis: Analysis of employee departures and subsequent employment
- Competitive Intelligence: Monitoring of competitor hiring and customer acquisition
- Market Analysis: Regular assessment of competitive threats and market changes
Legal Remedies:
- Injunctive Relief: Court orders to stop prohibited solicitation activities
- Monetary Damages: Compensation for lost business and competitive harm
- Customer Recovery: Remedies to restore improperly solicited customer relationships
- Legal Fees: Recovery of legal costs for enforcement actions
⚖️ Dispute Resolution Process
Informal Resolution: Initial attempt to resolve disputes through direct communication and negotiation
Mediation: Professional mediation for complex disputes or relationship preservation
Arbitration: Binding arbitration for factual disputes and damage assessments
Court Action: Judicial relief for injunctive remedies and urgent enforcement needs
6. Employee Acknowledgment & Training
Training Requirements:
- New Hire Orientation: Comprehensive training on non-solicitation obligations
- Annual Updates: Regular training updates on policy changes and legal requirements
- Role-Specific Training: Enhanced training for sales, management, and customer-facing roles
- Departure Training: Exit interview and reminder of ongoing obligations
Documentation Requirements:
- Written Acknowledgment: Signed acknowledgment of non-solicitation terms
- Policy Updates: Acknowledgment of policy changes and amendments
- Training Records: Documentation of training completion and understanding
- Ongoing Compliance: Periodic confirmation of continued compliance
7. State-Specific Variations
Jurisdictional Considerations:
- California: Limited enforceability of non-compete provisions, focus on trade secret protection
- Texas: Reasonable restrictions supported, must protect legitimate business interests
- New York: Non-solicitation provisions generally enforceable with proper limitations
- Florida: Statutory framework supporting reasonable competitive restrictions
- Illinois: Employee earnings thresholds and reasonableness requirements
Agreement Version: 3.0
Effective Date: January 1, 2025
Last Updated: January 20, 2025
Legal Review: Annual policy review and updates
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