Legal Question in Business Law in Wisconsin

I have been approached by a friend to join his IT firm at a senior position. The job offer letter he sent me has the following legal language:

11.Non-Competition and Non-Solicitation: In consideration for the compensation paid to you under this Agreement, you covenant and agree that during the period of your employment hereunder and for one (1) year following the termination of your employment for any reason, you shall not directly or indirectly, provide software engineering services or consulting for any client, where you have been engaged or provided services. You further agree that you will not solicit or entertain offers from any of the existing or former clients of , whether for yourself or on behalf of any other entity or in any manner attempt to induce any of the clients of withdraw their business from .

You further agree that you will not solicit any employee or consultant to terminate their contractual agreements with . Violation of this clause will constitute a breach of this Agreement and will result in pursuing legal actions including but not limited to seeking temporary and permanent injunctive relief.

12.

Unique Nature of Agreement: The rights conveyed by this Agreement are of a unique and special nature. Any violation of this Agreement will result in immediate and irreparable harm to , and in the event of any actual or threatened breach or violation of any of the provisions of this Agreement, will be entitled as a matter of right to an injunction or a decree or specific performance from any equity court of competent jurisdiction. You waive the right to assent the defense that such breach or violation can be compensated adequately in damages in an action at law. Nothing in this Agreement will be construed as prohibiting from pursuing any other remedies at law or in equity available to it for such a breach or violation or threatened violation. Should prevail in any action brought under this Agreement, you agree to indemnify for all legal fees and costs incurred by in its efforts to enjoin or recover damages from you due to your breach of any covenant under this Agreement.

13.

Governing Law: This Agreement shall be governed by and construed and enforced in accordance with the Laws of the State of Wisconsin without reference to its conflicts of laws statutes. You hereby submit to the jurisdiction of the courts of the State of Wisconsin.

14.

Terms & Conditions Exclusive: This written Agreement contains the sole and entire agreement between the parties as to the terms and conditions of your employment with . It supersedes any and all agreements, either oral or written, between the parties. Each party to this Agreement acknowledges that no inducements, promises, or agreements, orally or otherwise, have been made by any party or anyone action on behalf of any party, which is not embodied in this Agreement.

Besides the standard non compete/non solicitation clause, this does not seem like normal legal language in an offer letter? Scared to sign. Please advice!

Thanks in advance,

J.

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