Studio
Halcyon Industrial Design Studio, LLC
A focused covenant attached to a freelance engagement: for a defined period and within a defined radius, the Contractor agrees not to serve the Studio's direct competitors or its active clients — narrowly drawn to protect the work this engagement concerns, and nothing more.
WHEREAS the Studio engages the Contractor to perform product and industrial design work and, in doing so, gives the Contractor access to its clients, its work product, its design methods, and its competitive positioning, all of which are legitimate business interests the Studio is entitled to protect; and
WHEREAS the Contractor performs services as an independent contractor and not as an employee, and in consideration of the engagement, the fees paid under it, and other good and valuable consideration, the receipt of which is acknowledged, the parties agree as follows.
During the Restricted Period, the Contractor will not perform product or industrial-design services for any Competing Business, and will not directly solicit or accept design work from any Studio Client, where doing so would compete with the Studio for the same projects. This restriction reaches the Contractor acting alone or through any firm or collaborator engaged on the Contractor's behalf.
<b>The Contractor's craft is not frozen.</b> The Contractor remains free to take design work for non-competing clients, in other industries, and in adjacent disciplines, and to use the Contractor's own general skills and know-how — provided no Studio Materials are used and no Studio Client is solicited in breach of this covenant.
The restriction on Competing Businesses applies within a seventy-five (75) mile radius of the Studio's principal place of business — the market in which the Studio competes for the design work this engagement concerns. The restriction on Studio Clients applies wherever those clients are located, since that interest is relationship-based, not territorial. Outside the radius, and as to clients the Contractor never served, the Contractor is unrestricted.
Each covenant in this Agreement runs for the Restricted Period — twelve (12) months — measured from the day the engagement ends, regardless of how or why it ends.
<b>Tolling.</b> If the Contractor breaches a covenant, the Restricted Period for that covenant pauses for the length of the breach and resumes when the breach ends, so the Studio receives the full twelve months of protection it bargained for, undiminished by any period of violation.
The parties agree that a breach would cause the Studio harm that money alone cannot adequately repair — the loss of a client relationship, confidential design work, or competitive position. The Studio may therefore seek a temporary restraining order, preliminary injunction, and permanent injunction to enforce this Agreement, without posting bond, in addition to monetary damages and its reasonable attorneys' fees. These remedies are cumulative and in addition to every other remedy available at law or in equity.
Within twelve months of finishing the engagement, the Contractor may NOT take a contract with a competing product-design studio located forty miles away, nor pitch design work to a Studio Client the Contractor served on this engagement. The Contractor MAY take design work for a software company that is not a Studio Client, MAY work for a studio two hundred miles away, MAY teach or write, and MAY take work in an unrelated field. The covenant protects this engagement — it does not end the Contractor's freelance practice.
The Contractor acknowledges that the restricted work, the seventy-five-mile radius, and the twelve-month period are each reasonable and no broader than necessary to protect the Studio's legitimate interest in this engagement, and that the restriction leaves the Contractor ample freedom to earn a living. The Contractor confirms a full opportunity to review this Agreement, to ask questions, and to consult independent counsel before signing.
If a court finds any covenant overbroad in its restricted work, radius, or duration, the parties authorize the court to MODIFY and NARROW that covenant to the broadest terms the law allows, rather than strike it. Each covenant stands on its own; if one is wholly unenforceable, the rest remain in full force, and all covenants survive the end of the engagement for any reason.
<b>Independent-contractor status.</b> This Agreement does not make the Contractor an employee, partner, or agent of the Studio. The Contractor remains an independent contractor responsible for the Contractor's own taxes, tools, and schedule; this covenant restricts only the competitive activity described above and nothing else about how the Contractor runs the practice.
<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 & Assignment.</b> This document, together with the engagement it accompanies, is the parties' complete agreement on its subject. It may be amended only in a writing signed by both parties. The Studio may assign it to a successor to its business; the Contractor may not. A delay in enforcing any right is not a waiver of it.