Which States Ban Non-Compete Agreements?

What is a Non-Compete Agreement?

A non-compete agreement (a.k.a. non-competition agreement or restrictive covenant) is a contract or clause that limits one party’s ability to engage in activities that could directly compete with another party for a specific period or within a defined area. While commonly associated with employment contracts, non-compete clauses can also appear in contracts for business sales, partnerships, or consulting arrangements.

In employment settings, a non-compete clause often prohibits former employees from working for a competitor, creating a new business that competes with the employer’s, or using valuable knowledge gained during the employment as an advantage when trying to compete with the employer. Moreover, a typical non-compete contract clause will also include penalties for violating the agreement.

Non-Disclosure Agreement vs. Non-Compete Agreement

While they can both appear (sometimes together) in an employment contract, a non-compete clause and a non-disclosure agreement impose very different limitations on former employees. Simply put, non-compete agreements restrict where and whom a former employee can work for, while non-disclosure agreements restrict what information a former employee can share with others.

For example, suppose an employee’s role requires the use of confidential or proprietary data the company needs to protect. In that case, that worker’s employment contract may have a non-disclosure clause prohibiting them from sharing said data after the employment ends. Conversely, a non-compete agreement may only prohibit the employee from getting a new job with another company in the same industry and region for five years.

How Does a Non-Compete Agreement Work?

Non-compete agreements can be adjusted and tailored to suit an individual employer’s unique needs, but some standard components include:

• A list of the exact roles, tasks, and responsibilities the agreement restricts.
• A description of the types of businesses or industries considered to be competitors.
• How long restrictions last, and where they geographically apply.
• The penalties incurred for violating the agreement.

Are Non-Compete Agreements Enforceable?

To be enforceable, non-compete agreements in job contracts must balance protecting legitimate business interests and the employee’s ability to earn income. Overly restrictive requirements may face legal challenges for unreasonably interfering with an employee’s livelihood.