A: Without seeing the contract, the short answer would be, yes, you are obligated regardless of how you are terminated. The first question your attorney would look to answer is if the non-compete is valid to begin with. IN some situations, a non-compete without any geographical limitation might be over broad and therefore non-enforceable.
A: The issue does not appear to be what provisions should be included but instead what contracts should be included. Based upon your needs as detailed above, you would start with the formation documents for the entity, then include employment agreements for the parties. The issues that you are concerned about are probably best resolved with this type of contract structure.
A: Not sure that the non-compete is the right agreement for this scenario. You might want to consider an NCND agreement. This is a Non-Circumvent Non-Disclosure Agreement. Without knowing more about the relationship between the parties, I would look first to this type of document.
