Company
Cedarline Manufacturing, LLC
Entered into upon the separation of an operations manager from Cedarline Manufacturing, this Agreement defines, in plain and reasonable terms, the activities, territory, and period during which the Employee will refrain from competing with the Company.
WHEREAS the Company has, over years and at substantial expense, developed confidential manufacturing processes, supplier pricing, customer relationships, and the specialized training it provided to the Employee, all of which constitute legitimate business interests worthy of protection; and
WHEREAS the Employee held a position of trust with access to those interests, and in consideration of the Employee's continued employment, the severance and benefits paid upon separation, and other good and valuable consideration, the receipt of which is acknowledged, the parties agree as follows.
During the Restricted Period, the Employee will not, directly or indirectly, engage in the Restricted Activity on behalf of any Competing Business. The restriction reaches the Employee acting alone or through any other person or entity, and applies whether the Employee is paid or unpaid, and whether the engagement is full-time, part-time, or advisory.
<b>Passive investment is permitted.</b> Nothing in this Article prevents the Employee from owning less than two percent (2%) of the publicly traded securities of any company, provided the Employee takes no active role in, and provides no services to, that company's competing operations.
The restriction applies only within a sixty (60) mile radius of the Company's principal manufacturing facility in Columbus, Ohio — the area in which the Company actively does business and in which the Employee's work created the customer goodwill and operational knowledge the parties intend to protect. Outside that radius, the Employee is free to work in the same field without restriction under this Article.
The parties agree this radius is narrowly drawn to the Company's actual market and is no broader than necessary to protect its legitimate interests; it is not a nationwide or industry-wide bar.
Each covenant in this Agreement runs for the Restricted Period — eighteen (18) months — measured from the Employee's last day of employment with the Company, regardless of the reason the employment ends.
<b>Tolling.</b> If the Employee breaches any covenant, the Restricted Period is suspended for the duration of the breach and resumes once the breach ends, so that the Company receives the full eighteen months of protection it bargained for, undiminished by any period of violation.
The parties agree that a breach of these covenants would cause the Company harm that money alone cannot adequately measure or repair — the loss of customer relationships, confidential know-how, and competitive position built over years. The Company is therefore entitled to seek a temporary restraining order, preliminary injunction, and permanent injunction to enforce this Agreement, without posting bond, in addition to any monetary damages and its reasonable attorneys' fees and costs.
These remedies are cumulative and in addition to, not in place of, every other remedy available to the Company at law or in equity. The Company's election of one remedy does not waive any other.
Within eighteen months of leaving, the Employee may NOT take an operations role at a competing precision-components plant located in Dublin, Ohio (inside the radius), nor consult for one there. The Employee MAY take that same role at a plant in Cleveland (outside the radius), MAY work in an unrelated industry anywhere, MAY accept a non-operations role that uses none of the Company's confidential information, and MAY hold a small passive stake in a public competitor.
The covenant is meant to protect the Company's market and the knowledge the Employee gained on the job — not to keep the Employee from earning a living. Where any doubt arises, the parties will read the restriction at its narrowest reasonable scope.
The Employee acknowledges that the activity restricted, the sixty-mile geographic territory, and the eighteen-month period are each reasonable and no broader than necessary to protect the Company's legitimate business interests, and that the restriction does not unduly impair the Employee's ability to earn a living. The Employee further acknowledges having had a full opportunity to review this Agreement, to ask questions, and to consult independent counsel before signing.
If a court of competent jurisdiction finds any covenant overbroad in scope, territory, or duration, the parties intend and authorize the court to MODIFY and NARROW that covenant to the broadest terms the law allows, rather than strike it. Each covenant is independent; if one is held wholly unenforceable, the remaining covenants stay in full force.
<b>Survival & Consideration.</b> These covenants survive the end of employment and the termination of this Agreement for any reason, and the Employee agrees the consideration recited — continued employment and separation benefits — is good, valuable, and sufficient to support every covenant here.
<b>Governing Law.</b> This Agreement is governed by the laws of the State of ____________________, without regard to its conflict-of-laws rules. The parties will complete this blank; the choice of state may affect how, and whether, the covenants are enforced.
<b>Entire Agreement.</b> This document is the parties' complete agreement on its subject and supersedes any prior understanding, written or oral. It may be amended only in a writing signed by both parties.
<b>Assignment.</b> The Company may assign this Agreement to any successor to its business or assets; the Employee may not assign it. <b>No Waiver.</b> A delay or failure to enforce any right is not a waiver of that right or of any other.
<b>Counterparts & Notice.</b> This Agreement may be signed in counterparts, including electronically, each of which is an original. Notices under it are effective when delivered to the address each party last provided in writing.
By signing below, each party confirms that it has read this Agreement in full, understands the restrictions it imposes, has had the opportunity to consult independent counsel, and signs it knowingly and voluntarily. The Employee specifically acknowledges receipt of a fully signed copy of this Agreement.