Firm
Northbridge Capital Partners, LLC
An agreement protecting the client roster and the advisory team that Northbridge Capital Partners has built over years — not the Advisor's right to compete. It restricts solicitation, not livelihood, and carries no geographic limit, because the protected interest is the relationship itself, wherever it lives.
WHEREAS the Firm has invested substantially in its client relationships, its reputation in the private-client market, and the recruitment and training of its advisory team, and the Advisor — by reason of a senior role — has been entrusted with the Firm's most valuable client relationships and given access to the people who serve them; and
WHEREAS the parties wish to protect those relationships while fully preserving the Advisor's freedom to work, and in consideration of the Advisor's engagement, access to the Firm's clients and team, and other good and valuable consideration, the receipt of which is acknowledged, the parties agree as follows.
During the Restraint Period, the Advisor will not solicit any Protected Client to withdraw, reduce, or transfer business away from the Firm, and will not provide competing advisory services to any Protected Client the Advisor solicited in breach of this Agreement. This promise covers solicitation made directly by the Advisor and solicitation made through any firm, partner, or agent acting on the Advisor's behalf.
<b>This is not a non-compete.</b> The Advisor remains free to work anywhere, to join or start a competing firm, and to serve any client who comes to the Advisor on the client's own initiative — provided the Advisor has made no prohibited solicitation and has used none of the Confidential Roster to prompt the move.
During the Restraint Period, the Advisor will not solicit, recruit, or hire any Protected Employee to leave the Firm, nor encourage any Protected Employee to do so, whether for the Advisor's own venture or for another employer, and will not assist any third party in doing so.
A general job advertisement not aimed at the Firm's people, and the hiring of someone who responds to such an advertisement on their own initiative without the Advisor's encouragement, are not a breach of this covenant.
Each covenant in this Agreement runs for twenty-four (24) months — the Restraint Period — measured from the Advisor's last day with the Firm, however the Advisor's engagement ends, whether by resignation, dismissal, non-renewal, or otherwise.
<b>Tolling.</b> If the Advisor breaches any covenant, that covenant's clock is paused for the length of the breach and resumes when the breach ends, so that the Firm receives the full twenty-four months of protection it bargained for, undiminished by any period of violation.
Working for a competing firm; serving clients who approach the Advisor unsolicited; responding to clients who initiate contact on their own; placing or answering a general job listing; and any social or networking contact unrelated to moving a Protected Client's business or a Protected Employee's job.
Reaching out to Protected Clients to move their accounts; recruiting or encouraging Protected Employees to leave; using the Confidential Roster, client lists, or contact information to do either; and arranging for another person to do on the Advisor's behalf what the Advisor may not do directly.
Because the loss of a client relationship or a key team member cannot be fully measured or repaired in money, the Firm may seek a temporary restraining order, preliminary injunction, and permanent injunction to enforce this Agreement, without posting bond, together with 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 Firm at law or in equity.
The Advisor acknowledges that limiting the restraints to Protected Clients and Protected Employees — rather than imposing any geographic limit or any bar on competing — is narrowly tailored to the Firm's legitimate interest in its relationships, and that twenty-four months is a reasonable period given the long-term nature of private-client advisory relationships. The Advisor confirms a full opportunity to review this Agreement, to ask questions, and to consult independent counsel before signing.
If a court finds any covenant — including the definition of Protected Clients or the length of the Restraint Period — broader than the law allows, the parties authorize the court to MODIFY and NARROW it to the broadest enforceable terms rather than strike it. The covenants are independent; if one fails entirely, the others remain in full force.
<b>No restraint on lawful work.</b> The parties confirm the intent of this Agreement: it protects the Firm's relationships, and it does NOT prevent the Advisor from earning a living, joining or starting a competing firm, or serving clients who come to the Advisor without prohibited solicitation. These covenants survive the end of the engagement for any reason.
<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 restraints are enforced.
<b>Entire Agreement & Assignment.</b> This document is the parties' complete agreement on its subject and supersedes any prior understanding. It may be amended only in a writing signed by both parties. The Firm may assign it to a successor to its business; the Advisor may not. A delay in enforcing any right is not a waiver of it.
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 Advisor acknowledges receipt of a fully signed copy of this Agreement.