**Non-Compete and Non-Solicitation Agreement**

**This Non-Compete and Non-Solicitation Agreement ("Agreement")** is entered into as of ___ [Date] ___, by and between **Midas Technologies LLC** (the “Company”), and ___ [Employee/Contractor Name] ___ (the “Employee”).

**1. Definitions**
   - **Restricted Activities**: Includes the development, marketing, or sale of algorithmic trading software or any products or services substantially similar to those developed, marketed, or offered by the Company.
   - **Restricted Area**: The geographic and virtual territories where the Company conducts business, including any online or digital marketplaces.

**2. Non-Competition Covenant**
   - **Agreement Not to Compete**: During the term of Employee’s engagement with the Company and for a period of **[1-2 years]** after termination of engagement, the Employee shall not, directly or indirectly, engage in any business or activity that competes with the Company’s business, either independently or as an employee, partner, consultant, or shareholder, within the Restricted Area.
   - **Scope of Restricted Activities**: This restriction specifically includes the development of any trading software, algorithms, or related products that would reasonably compete with the proprietary offerings of the Company.

**3. Non-Solicitation of Employees**
   - **Agreement Not to Solicit Employees**: For a period of **[1-2 years]** following termination of employment or engagement, the Employee shall not, directly or indirectly, solicit or attempt to solicit any of the Company’s employees, consultants, or independent contractors to leave their employment or engagement with the Company.

**4. Non-Solicitation of Clients and Partners**
   - **Agreement Not to Solicit Clients**: Employee agrees not to solicit, divert, or attempt to solicit or divert any clients, partners, or prospective clients or partners of the Company with whom the Employee had material contact during the last **12 months** of employment or engagement, for a period of **[1-2 years]** following termination of engagement.
   - **Definition of Material Contact**: “Material Contact” includes any direct interaction with clients or partners for the purpose of conducting business on behalf of the Company.

**5. Confidentiality and Protection of Proprietary Information**
   - **Confidentiality Obligation**: Employee shall maintain strict confidentiality regarding the Company’s trade secrets, proprietary information, and client information, both during and after the term of engagement. This includes, but is not limited to, information regarding the Company’s algorithms, trading strategies, and data models.
   - **Return of Property**: Upon termination of engagement, Employee agrees to return all Company property, documents, and electronic data in their possession.

**6. Acknowledgment of Reasonableness**
   - Employee acknowledges that the restrictions in this Agreement are reasonable and necessary to protect the Company’s legitimate business interests, including the protection of confidential information, client relationships, and the integrity of the Company’s proprietary technology.
   - **Independent Covenants**: The covenants in this Agreement are independent and enforceable independently of any other terms of employment or engagement.

**7. Remedies**
   - **Injunctive Relief**: Employee acknowledges that a breach of this Agreement will result in irreparable harm to the Company for which monetary damages may be inadequate. Accordingly, the Company is entitled to seek injunctive relief in addition to any other remedies it may have under law or equity.
   - **Recovery of Costs**: In the event of a breach, the Employee shall be liable for all reasonable legal costs and fees incurred by the Company in enforcing this Agreement.

**8. Governing Law and Jurisdiction**
   - This Agreement shall be governed by and construed in accordance with the laws of the State of [Your State], and any disputes arising out of this Agreement shall be resolved in the courts located within [Your State].

**9. Severability**
   - If any provision of this Agreement is held to be invalid or unenforceable, the remaining provisions shall continue in full force and effect.

**10. Entire Agreement**
   - This Agreement constitutes the entire agreement between the parties concerning non-competition, non-solicitation, and confidentiality and supersedes all prior agreements, discussions, or representations.

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**Signatures:**

**Employee/Contractor:**  
___ [Employee/Contractor Name] ___  
Signature: ___________________________  
Date: ___

**Midas Technologies LLC:**  
By: ___ [Authorized Representative Name] ___  
Title: ___________________________  
Signature: ___________________________  
Date: ___

