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National contractor-covenant form

Independent Contractor Non-Compete Agreement Addendum

See page 1 of the actual addendum before you buy. Bolts four restrictive covenants onto an independent contractor agreement you already have: confidentiality enforced at a board-authorization standard, a non-compete with a months-blank duration and a state-anchored territory, an employee non-solicit, and a non-interference covenant covering even prospective contracts — with continued contracting and new confidential information recited as the consideration. Word for editing; PDF for printing.

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Included documents

This download includes the addendum in both Word and PDF. Use the Word version to name the underlying agreement by its date, set the months-blank durations, and define the territory and governing-law state; the PDF is formatted for printing and reference.

  • Independent Contractor Non-Compete Addendum Word PDF

Preview the Addendum

See page 1 of the actual addendum below. Your complete editable download (Word and PDF) — the employee non-solicit and non-interference covenants, the injunction and bond-waiver remedies, the general provisions, and the signature blocks — is delivered after checkout.

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Page 1 of the Independent Contractor Non-Compete Agreement Addendum
Page 1 of the actual addendum included in your download.

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About this form

Documents 1
Formats Word + PDF
Covenants 4 restrictive covenants
Attaches to Existing IC agreement

An addendum — not a standalone contract — that attaches four restrictive covenants to an independent contractor agreement you already have: confidentiality enforced at a board-authorization standard, a non-compete with a months-blank duration and a state-anchored territory, an employee non-solicit, and a non-interference covenant covering even prospective contracts. It recites its own consideration — continued contracting, the compensation, and the company's promise to open new confidential information to the contractor. Page 1 of the actual addendum is previewed above before purchase.

Read this before you rely on it

Post-engagement non-competes are void or heavily restricted in a growing list of states — California, Minnesota, North Dakota, and Oklahoma ban most of them outright, and several others impose wage thresholds or notice rules — and the FTC's 2024 nationwide ban was set aside in court before it took effect, so state law controls. This addendum is built for the reasonableness test the enforcing states apply: you set the durations in months, the named state is covered county by county while other states and countries come in only where the company earns at least five percent of its revenue there, and a reformation clause invites a court to narrow an overbroad term rather than void the covenant. Because it is signed mid-relationship, it recites continued engagement and new confidential information as consideration — courts in several states require fresh consideration for covenants added mid-relationship, so confirm your state's rule. The contractor should read the personal-jurisdiction consent before signing.

Inside the addendum

The incorporation of your existing contractor agreement by its date; the confidential-information definition — proprietary and technical data, trade secrets, customer lists including customers the contractor called on, in any form, including information observed from parts or equipment; the strictest-confidence covenant, with disclosure only on written authorization of the company's board of directors; the covenant not to compete — during the agreement and for a months-blank tail, across a defined territory, with acknowledgments of value and reasonableness and a separate-covenants reformation clause; the employee non-hire and non-solicit; the non-interference covenant covering contracts and relationships, including prospective ones; the equitable remedies for the non-compete — injunction and specific performance, with a bond waiver and advance consent; entity contractors' due-organization representations; and the general provisions — severability, successors, no strict construction, entire agreement, the addendum controlling conflicts, choice of law, and the personal-jurisdiction consent — closing with signature lines for the company and the contractor.

What this download includes

The addendum in editable Word and print-ready PDF — three pages with the months, territory, state-law, and party blanks you complete. It attaches to an existing independent contractor agreement; if you still need the underlying agreement, our Independent Contractor Agreement is the base instrument.

This form is not legal advice. It is a national instrument; consult a licensed attorney in your state for advice about your situation. Covenant enforceability — especially non-competes — varies sharply by state and is changing by legislation every year.

Satisfaction guarantee

ILRG is committed to top-quality legal forms. If you are not 100 percent satisfied after purchase, contact us for a full refund.

Frequently Asked Questions About the Independent Contractor Non-Compete Agreement Addendum

Because the contractor relationship already exists. This instrument incorporates your existing independent contractor agreement by its date and layers the new covenants on top — and if the two ever conflict, the addendum controls. It also recites its own consideration: continued contracting, the compensation, and the company’s promise to open new confidential information to the contractor.

Confidentiality — strictest confidence, use solely for the company’s benefit, and no disclosure without written authorization of the company’s board of directors; a covenant not to compete during the engagement and for a months-blank period after; a non-hire and non-solicit of the company’s employees; and a non-interference covenant covering the company’s contracts and relationships, including prospective ones.

Every county of the state you name, plus any other state or country where the company derives at least five percent of its gross revenues. The named state is covered in full; the five-percent test limits only the expansion beyond it. The contractor acknowledges the covenants’ reasonableness and that they won’t preclude gainful employment, and a separate-covenants clause lets a court sever or reform an overbroad piece instead of voiding the whole covenant.

That is a state-law question, and the map is shifting: California, Minnesota, North Dakota, and Oklahoma void most post-engagement non-competes; other states impose wage thresholds, notice rules, or duration caps; elsewhere a reasonableness test applies to time, geography, and scope. Labeling the worker a contractor does not exempt the covenant. Check your state’s current rule before you rely on it — the reformation clause is drafted for the states that let courts narrow covenants.

For the non-compete (Section 2), the contractor agrees in advance that damages would be impossible or inadequate to measure, so the company may seek an injunction and specific performance — without posting a bond — in addition to any other remedy. That pre-consent to equitable relief is the teeth of the instrument; the non-solicit and non-interference covenants do not carry that stipulated equitable package.

Yes — this addendum incorporates an existing independent contractor agreement by reference; it is not a standalone engagement contract. If you still need the underlying agreement, our Independent Contractor Agreement carries the duties, compensation, engagement-invention, and termination terms this addendum bolts onto.

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