# Non-Compete Agreement Review Checklist[^about] A clause-by-clause reviewer checklist for employee restrictive covenant agreements — confidentiality, non-solicits, non-competes, and non-disparagement. ## Parties and cover-term identification {#parties-and-cover-term-identification} - [ ] **Parties identified by name** (Recommended) — The employer and the employee should both be named on the face of the agreement — in the cover terms, not just the signature block. A covenant that names the wrong entity, such as a parent company instead of the operating subsidiary that actually employs the worker, invites an enforceability fight before the merits are ever reached. [#identify-parties] - [ ] **Effective date** (Recommended) — Look for a stated effective date. Every covenant clock in the agreement runs from a defined start, so a missing or ambiguous date makes each duration ambiguous along with it. [#identify-effective-date] - [ ] **Employee title** (Recommended) — The employee's title or position should be recorded when known. States increasingly limit who can be bound by a non-compete based on the worker's classification or earnings, so a recorded title and role is the starting evidence for whether this worker can be bound at all. [^mnaa-nonexempt-worker][^il-noncompete-floor] [#identify-employee-title] - [ ] **Governing law state named** (Recommended) — Confirm the governing state is named. Restrictive-covenant rules differ sharply by state, and the parties' choice does not control where another state has a materially greater interest and a fundamental policy the chosen law would contravene — New York has refused to apply a Florida choice-of-law clause on exactly that ground — so the selection deserves real attention, not boilerplate treatment. [^restatement-187-fundamental-policy-limit][^q12-brown-publicpolicy] [#identify-governing-law] ## Definitions {#definitions} - [ ] **Confidential information** (Recommended) — The rest of the agreement builds on what counts as confidential. Look for a definition with real boundaries — categories of protected material plus the standard exclusions for public or independently known information. A definition without those boundaries can operate as a de facto non-compete, and courts have refused to enforce nondisclosure obligations on exactly that ground. [^overbroad-nda-de-facto-noncompete] [#define-confidential-information] - [ ] **Trade secrets** (Recommended) — Trade secrets should not be folded into the general confidentiality definition. Trade-secret protection lasts as long as secrecy does, while ordinary confidential information usually carries a stated end date — the duration analysis depends on keeping the two apart. [^dtsa-trade-secret-definition] [#define-trade-secrets] - [ ] **Restricted period** (Recommended) — Every covenant’s duration should point back to a single defined Restricted Period, so you check the timing once instead of re-deriving it clause by clause. [#define-restricted-period] - [ ] **Restricted territory** (Recommended) — Look for a defined geographic scope tied to where the employee actually worked or where the employer actually competes. Courts measure a covenant's restricted activity, geography, and time against the employer's legitimate business interest — the Restatement (Second) of Contracts § 188 framework most states follow — and an undefined territory is the classic mark of overbreadth. [^scope-tested-against-protected-interest] [#define-restricted-territory] - [ ] **Covered customers** (Recommended) — The protected customer class should be bounded by actual relationship — typically customers, vendors, and referral sources the employee had material contact with during a stated look-back window, not the employer's entire book of business. Courts protect the relationships the employee actually serviced or acquired through the job; a class untethered from contact reads as a restraint on competition itself. [^vessel-personal-contact][^fournil-no-legitimate-interest] [#define-covered-customers] - [ ] **Covered employees** (Recommended) — Check for a bounded class — typically colleagues the departing employee worked with or managed during a stated look-back window. A no-poach clause covering every employee of the company sweeps in people the departing worker could not meaningfully influence. [#define-covered-employees] - [ ] **Protected business interests** (Recommended) — The agreement should say which legitimate business interests the covenants protect — confidential information, customer relationships, workforce stability, goodwill. Under the prevailing common-law standard, a covenant is enforced only to the extent it protects a legitimate business interest of the employer — the Restatement-derived three-prong test — so this definition is the substantive anchor for every covenant that follows, not throat-clearing. [^legitimate-business-interest-three-prong] [#define-protected-interests] - [ ] **Competitive business** (Recommended) — A non-compete is only as workable as its definition of what counts as competing. Look for a description of the actual business activities restrained, rather than a definition that expands to anything the employer might someday do. [#define-competitive-business] - [ ] **Small public-stock carve-out** (Recommended) — Where a covenant restricts owning or investing in competitors, look for a passive-ownership carve-out below a stated threshold — commonly one to five percent of a public company's shares, plus diversified funds. Without it, the covenant technically bans holding index funds and ordinary public stock across the industry, which is the kind of overbreadth that gets covenants struck. [#permit-de-minimis-passive-public-investment-carveout] - [ ] **Passive public holdings** (Optional) — A separate defined term for passive holdings is a drafting convenience, not a legal requirement — many agreements simply inline the carve-out language. If the capitalized term appears, confirm its threshold matches the carve-out it supports. [#define-passive-public-holdings] - [ ] **What counts as soliciting** (Recommended) — The definition should say what conduct counts — active outreach, and whether merely accepting unsolicited business is included. Jurisdictions split on whether accepting unsolicited business counts as soliciting, and who initiated contact is a key factor rather than a bright line, so an undefined term converts every departure into a fact fight. [^mere-acceptance-of-business-not-solicitation] [#define-solicit] - [ ] **Termination of employment** (Recommended) — Check what event starts the restriction clock, and whether it covers resignation, termination by the employer, and expiration of a fixed term alike. The cleanest formulations key the Restricted Period to the employment ending for any reason, so the trigger never depends on who ended the relationship or why. [#define-termination-of-employment] ## Timing and execution acknowledgements {#timing-and-execution-acknowledgements} - [ ] **When the agreement was signed** (Recommended) — Look for an acknowledgement of when the agreement was signed relative to the start of employment, and of the consideration supporting it. States vary on what supports a post-hire covenant — Massachusetts requires fair and reasonable consideration independent from continued employment, while Illinois defines adequate consideration by two years of post-signing employment or other adequate benefits — so the acknowledgement preserves the facts an enforcing party will later need. [^mnaa-midemployment-consideration][^il-consideration-def] [#acknowledge-timing] - [ ] **Chance to consult a lawyer** (Recommended) — An acknowledgement that the employee had the opportunity to consult a lawyer is inexpensive enforceability evidence in states that scrutinize procedural fairness. Several states impose procedural conditions on non-competes — Massachusetts, for example, requires the agreement to expressly state the employee's right to consult counsel before signing — so its absence is worth flagging even in a neutral draft. [^ma-counsel-advisal-notice] [#acknowledge-opportunity-to-consult-counsel] ## Confidentiality and trade-secret treatment {#confidentiality-and-trade-secret-treatment} - [ ] **Trade-secret protection without an end date** (Required) — Confirm the trade-secret obligation runs for as long as the information remains a trade secret, with no fixed end date. Federal and state trade-secret law defines protection by secrecy itself, so a covenant that cuts trade-secret confidentiality off at a fixed term gives away statutory protection for nothing. [^dtsa-trade-secret-secrecy] [#treat-trade-secret-protection-as-perpetual] - [ ] **Confidentiality end date** (Recommended) — Ordinary confidential information should carry its own finite term, separate from the perpetual trade-secret obligation. Courts are skeptical of perpetual restraints on information that never qualified as a trade secret, and the two-track duration structure is the standard cure. [#state-confidentiality-duration] ## Permitted disclosures and protected conduct {#permitted-disclosures-and-protected-conduct} - [ ] **DTSA whistleblower notice** (Required) — Federal trade-secret law requires this notice. An employer that omits it forfeits exemplary damages and attorney fees in a later misappropriation suit against the employee — a silent, purely self-inflicted loss. [^dtsa-immunity-notice] [#disclose-dtsa-notice] - [ ] **Wage-discussion carve-out** (Required) — Confidentiality and non-disparagement language must leave room for employees to discuss wages, hours, and working conditions. Federal labor law protects that speech in every state, and the Board has recently been striking overbroad clauses. [^nlra-section-7-rights][^mclaren-macomb-protected-activity] [#carve-out-nlra-protected-discussion] - [ ] **Court-ordered disclosure allowed** (Recommended) — Look for a carve-out permitting disclosure required by law, court order, or a government investigation, ideally with notice to the employer where lawful. A confidentiality clause cannot override a subpoena, and the carve-out keeps the employee from being contractually trapped between competing obligations. [#permit-compelled-disclosure] ## Property return and certification {#property-return-and-certification} - [ ] **Property return and sign-off** (Recommended) — The agreement should require return or deletion of company materials at termination and a written certification of compliance. The certification converts a vague obligation into a checkable event — and a useful exhibit if a misappropriation dispute follows. [#require-property-return-and-certification] ## Restrictive covenants (each independently includable) {#restrictive-covenants-each-independently-includable} - [ ] **Employee non-solicit** (Optional) — An optional covenant, and the least-litigated one in the family. When included it should track the defined Covered Employees class and the Restricted Period — workforce stability is a recognized legitimate interest, and courts have upheld reasonably scoped employee non-solicits even while striking broader covenants in the same agreement. [^workforce-stability-legitimate-interest] [#permit-employee-nonsolicit] - [ ] **Customer non-solicit** (Optional) — When included, confirm the covenant reaches only Covered Customers for the stated Restricted Period. Solicitation generally requires an overt act by the departing employee, so a clause that leaves the term undefined makes customer-initiated business a jurisdiction-dependent fact fight — this covenant and the Solicit definition have to be read together. [^solicitation-requires-overt-act] [#permit-customer-nonsolicit] - [ ] **Non-dealing covenant** (Optional) — Non-dealing goes further than non-solicitation: it bars doing business with covered customers even when they initiate the contact. Jurisdictions disagree on whether merely accepting customer-initiated business breaches a bare non-solicit; a non-dealing clause reaches that conduct expressly and is materially broader — treat its inclusion as a deliberate, jurisdiction-checked choice rather than boilerplate. [^acceptance-vs-solicitation-split] [#permit-non-dealing] - [ ] **Non-compete covenant** (Optional) — A non-compete should be the exception rather than the default, and when present it must be bounded — defined territory, defined competitive business, defined period. State treatment runs from enforceable-when-reasonable — the prevailing Restatement-derived rule — to void outright under California's section 16600 line, so the governing state decides how much of this clause survives. [^enforceable-when-reasonable-baseline][^california-void-pole-ixchel] [#permit-non-compete] - [ ] **Named-competitor narrowing** (Recommended) — When the employer can name its real competitors, the covenant should restrict those rather than lean on the broader Competitive Business definition. Courts split three ways on an overbroad covenant — refuse to enforce it, strike the offending words, or reform it to a reasonable scope — so a restraint drafted to actual need is the only universally safe course. [^three-state-approaches-overbroad-covenants] [#narrow-non-compete-by-specified-competitors-when-provided] - [ ] **Non-investment covenant** (Optional) — A genuine choice, not a default. When it appears, confirm it keeps the passive public-stock carve-out and runs on the same defined Restricted Period as the other covenants — without the carve-out it bans owning ordinary index-fund-style holdings. [#permit-non-investment] ## Non-disparagement {#non-disparagement} - [ ] **Non-disparagement** (Recommended) — A non-disparagement clause with a stated duration is standard, but check the carve-outs: truthful testimony, statements to government agencies, and other legally protected speech must stay outside its reach. Labor regulators have struck broad versions that chill employees' protected discussion of working conditions, so the carve-outs are what keep the clause enforceable. [^mclaren-macomb-nondisparagement] [#require-non-disparagement] ## Physician-specific notices and carve-outs {#physician-specific-notices-and-carve-outs} - [ ] **Physician rights and notices** (Recommended) — Even a general-purpose form should say how it treats physicians, because a growing list of states voids or restricts physician non-competes by statute. A dedicated clause makes the treatment explicit and reviewable instead of leaving it to inference from the general covenants. **Florida — Prohibited (MUST NOT).** Florida voids a specialist physician's restrictive covenant in any county where one entity employs or contracts with all the physicians practicing that specialty, and keeps it void for three years after a second entity enters — the agreement must not impose a non-compete where that condition is or may be present. [^q7-542336-trigger] **Wyoming — Prohibited (MUST NOT).** Wyoming voids non-compete provisions in employment, partnership, or corporate agreements between physicians that restrict the right to practice medicine, and separately preserves a departing physician's ability to tell rare-disorder patients where the new practice is. [^wyo-1-23-physician-bc] [#address-physician-specific-rights] ## No conflicting obligations {#no-conflicting-obligations} - [ ] **No conflicting obligations** (Recommended) — Look for the employee's representation that no prior agreement or court order blocks performance. It surfaces a previous employer's covenant before day one and gives the new employer a defense against tortious-interference claims. [#require-no-conflicting-obligations-representation] ## Notice to future employers and other third parties {#notice-to-future-employers-and-other-third-parties} - [ ] **Notice to future employers** (Optional) — Whether the employer may tell a future employer about the covenants is a genuine drafting choice, not a default. Notice provisions support enforcement, but exercising them carelessly can itself create tortious-interference exposure — if the clause appears, check that disclosure is conditioned on a reasonable belief of breach. [#address-notice-to-future-employers] ## Tolling during breach {#tolling-during-breach} - [ ] **Restriction extended during a breach** (Recommended) — The agreement should say whether the Restricted Period pauses while the employee is in breach. Courts in a number of jurisdictions refuse to extend an expired restriction absent an express tolling clause, so if the agreement stays silent, a determined breacher can simply run out the clock. [^no-equitable-extension-absent-tolling-clause] [#address-tolling-during-breach] ## Remedies {#remedies} - [ ] **Injunction availability** (Recommended) — Look for the employee's acknowledgement that breach may cause irreparable harm and that injunctive relief is an appropriate remedy. The recital supports — but cannot replace — the showing an enforcing employer must make at the preliminary-injunction stage; in Colorado, for example, the employer still must establish that the covenant fits a statutory exception. [^phoenix-injunction-burden] [#require-injunctive-relief-availability] - [ ] **Attorney fees and costs** (Optional) — Fee-shifting is a commercial choice, not a legal default: if the agreement is silent, fee recovery depends on the governing state's background rules and any applicable statute. In Indiana, for example, fees are available only for frivolous, unreasonable, groundless, or bad-faith litigation absent a contract term. [^fees-bad-faith] [#address-attorneys-fees-and-costs] ## Severability and reformation {#severability-and-reformation} - [ ] **Court narrowing** (Recommended) — The base position asks the court to trim an overbroad covenant down to an enforceable scope rather than void it. This is the most state-sensitive line in the agreement — confirm the governing state before approving the severability clause. [^reformation-188-rule][^overbroad-covenant-three-approaches] **Florida — Required (MUST).** Narrowing is statutorily mandatory — the court shall modify an overbroad restraint — and the agreement must not disclaim or contract around it. [^q4-542335-modify] **Wyoming — Prohibited (MUST NOT).** The clause must not invite a court to narrow an overbroad covenant. Wyoming courts will not redraft a non-compete; an overbroad covenant is entirely void, so it has to be drafted within the enforceable scope from the start. [^hassler-no-blue-pencil] [#permit-blue-pencil-by-default] ## Survival {#survival} - [ ] **Survival after the agreement ends** (Recommended) — Each covenant should state its own survival and expiration rather than relying on one bundled survival clause. The covenants run on different clocks — perpetual for trade secrets, fixed terms elsewhere — and per-covenant treatment keeps each duration independently auditable. [#address-survival-per-covenant] ## Assignment and successors {#assignment-and-successors} - [ ] **Assignment and successors** (Recommended) — Check whether the employer can assign the covenants to a successor or acquirer — and confirm the employee cannot assign at all. Whether a covenant can follow the business to a buyer or successor can turn on deal structure and state law; Pennsylvania, for example, bars assignment in an asset sale absent a specific assignability provision, while Ohio allows successor enforcement after a statutory merger. [^hess-not-assignable][^acordia-successor] [#address-assignment-and-successors] ## Governing law, venue, dispute process {#governing-law-venue-dispute-process} - [ ] **Governing law and venue** (Recommended) — Governing law, venue, and the dispute process should be stated together so all three point the same direction. Remember the limits: the chosen law yields where another state has a materially greater interest and a fundamental policy the chosen law would contravene, so the selection manages jurisdictional risk rather than eliminating it. [^choice-of-law-fundamental-policy-limit] [#specify-governing-law-and-venue] ## Entire agreement, amendment, waiver, e-signatures {#entire-agreement-amendment-waiver-e-signatures} - [ ] **Entire agreement, amendments, e-signatures** (Recommended) — Standard boilerplate, but check it is actually there: an entire-agreement clause, written-amendment and no-waiver mechanics, and confirmation that electronic signatures and counterparts are valid. These provisions shut down later claims of oral side deals or waiver by inaction. [#address-entire-agreement-amendment-waiver-and-e-signatures] [^about]: By Steven Obiajulu, J.D. Published by [openagreements.org](https://openagreements.org). Last reviewed 2026-06-11. License: CC BY 4.0. Steven Obiajulu, J.D. edits this review checklist for Jurisdiction-neutral (US) coverage. It synthesizes legal sources and is not legal advice. This article is for informational purposes only and does not create an attorney-client relationship. [^mnaa-nonexempt-worker]: **Mass. Gen. Laws ch. 149, § 24L** — "A noncompetition agreement shall not be enforceable against the following types of workers: (i) an employee who is classified as nonexempt under the Fair Labor Standards Act, 29 U.S.C. 201-219; (ii) undergraduate or graduate students that partake in an internship or otherwise enter a short-term employment relationship with an employer, whether paid or unpaid, while enrolled in a full-time or part-time undergraduate or graduate educational institution; (iii) employees that have been terminated without cause or laid off; or (iv) employees age 18 or younger." *Mass. Gen. Laws ch. 149, § 24L(c).* [^il-noncompete-floor]: **820 ILCS 90/10(a)** — "No employer shall enter into a covenant not to compete with any employee unless the employee's actual or expected annualized rate of earnings exceeds $75,000 per year." *820 ILCS 90/10(a).* [^restatement-187-fundamental-policy-limit]: **Cardoni v. Prosperity Bank** — "Even when a reasonable basis exists for selecting a state as the source of law governing a transaction, the parties’ selection does not control if another state: (1) has a more significant relationship with the parties and the transaction at issue than the chosen state does under Restatement § 188; (2) has a materially greater interest than the chosen state does in the enforceability of a given provision; and (3) has a fundamental policy that would be contravened by the application of the chosen state’s law." *Cardoni v. Prosperity Bank, 805 F.3d 573 (5th Cir. 2015).* [^q12-brown-publicpolicy]: **Brown & Brown, Inc. v. Johnson** — "On this appeal, we hold that applying Florida law on restrictive covenants related to the non-solicitation of customers by a former employee would violate the public policy of this state." *Brown & Brown, Inc. v. Johnson, 25 N.Y.3d 364 (2015).* [^overbroad-nda-de-facto-noncompete]: **TLS Management & Marketing Services, LLC v. Rodríguez-Toledo** — "But overly broad nondisclosure agreements, while not specifically prohibiting an employee from entering into competition with the former employer, raise the same policy concerns about restraining competition as noncompete clauses where, as here, they have the effect of preventing the defendant from competing with the plaintiff." *TLS Mgmt. & Mktg. Servs., LLC v. Rodríguez-Toledo, 966 F.3d 46 (1st Cir. 2020).* [^dtsa-trade-secret-definition]: **Defend Trade Secrets Act — definition of a trade secret, 18 U.S.C. § 1839** — "the information derives independent economic value, actual or potential, from not being generally known to, and not being readily ascertainable through proper means by, another person who can obtain economic value from the disclosure or use of the information" *18 U.S.C. § 1839(3)(B) (2018).* [^scope-tested-against-protected-interest]: **Reliable Fire Equipment Co. v. Arredondo** — "Further, the extent of the employer’s legitimate business interest may be limited by type of activity, geographical area, and time." *Reliable Fire Equip. Co. v. Arredondo, 2011 IL 111871, 965 N.E.2d 393.* [^vessel-personal-contact]: **Vessel Medical, Inc. v. Elliott** — "Here, Elliott is restricted from soliciting customers with whom he had contact during his last 12 months of employment and such covenants have withstood overbreadth challenges." *Vessel Med., Inc. v. Elliott, No. 6:15-cv-00330-MGL, 2015 U.S. Dist. LEXIS 122436 (D.S.C. Sept. 15, 2015).* [^fournil-no-legitimate-interest]: **Fournil v. Turbeville Insurance Agency, Inc.** — "The magistrate found that prohibiting such contacts was not related to any legitimate interest of Turbeville, and this conclusion was well-founded." *Fournil v. Turbeville Ins. Agency, Inc., No. 3:07-cv-03836-JFA (D.S.C. Mar. 2, 2009).* [^legitimate-business-interest-three-prong]: **Reliable Fire Equipment Co. v. Arredondo** — "A restrictive covenant, assuming it is ancillary to a valid employment relationship, is reasonable only if the covenant: (1) is no greater than is required for the protection of a legitimate business interest of the employer-promisee; (2) does not impose undue hardship on the employee-promisor, and (3) is not injurious to the public." *Reliable Fire Equip. Co. v. Arredondo, 2011 IL 111871, 965 N.E.2d 393.* [^mere-acceptance-of-business-not-solicitation]: **Insure Idaho, LLC v. Horn** — "To be clear, the mere acceptance of business, without more, does not fall within the plain meaning of solicitation; nor can a court infer solicitation from the simple communication between parties alone." *Insure Idaho, LLC v. Horn, No. 49936 (Idaho July 11, 2025).* [^mnaa-midemployment-consideration]: **Mass. Gen. Laws ch. 149, § 24L** — "If the agreement is entered into after commencement of employment but not in connection with the separation from employment, it must be supported by fair and reasonable consideration independent from the continuation of employment, and notice of the agreement must be provided at least 10 business days before the agreement is to be effective." *Mass. Gen. Laws ch. 149, § 24L(b)(ii).* [^il-consideration-def]: **820 ILCS 90/5** — "‘Adequate consideration’ means (1) the employee worked for the employer for at least 2 years after the employee signed an agreement containing a covenant not to compete or a covenant not to solicit or (2) the employer otherwise provided consideration adequate to support an agreement to not compete or to not solicit, which consideration can consist of a period of employment plus additional professional or financial benefits or merely professional or financial benefits adequate by themselves." *820 ILCS 90/5.* [^ma-counsel-advisal-notice]: **Mass. Gen. Laws ch. 149, § 24L(b)(i) — Massachusetts Noncompetition Agreement Act** — "If the agreement is entered into in connection with the commencement of employment, it must be in writing and signed by both the employer and employee and expressly state that the employee has the right to consult with counsel prior to signing." *Mass. Gen. Laws ch. 149, § 24L(b)(i).* [^dtsa-trade-secret-secrecy]: **Defend Trade Secrets Act — definition of a trade secret, 18 U.S.C. § 1839** — "the information derives independent economic value, actual or potential, from not being generally known to, and not being readily ascertainable through proper means by, another person who can obtain economic value from the disclosure or use of the information" *18 U.S.C. § 1839(3)(B) (2018).* [^dtsa-immunity-notice]: **Defend Trade Secrets Act — employer immunity-notice requirement, 18 U.S.C. § 1833(b)** — "An employer shall provide notice of the immunity set forth in this subsection in any contract or agreement with an employee that governs the use of a trade secret or other confidential information." *18 U.S.C. § 1833(b)(3)(A) (2018).* [^nlra-section-7-rights]: **NLRA Section 7 — protected concerted activity, 29 U.S.C. § 157** — "Employees shall have the right to self-organization, to form, join, or assist labor organizations, to bargain collectively through representatives of their own choosing, and to engage in other concerted activities for the purpose of collective bargaining or other mutual aid or protection" *29 U.S.C. § 157 (NLRA § 7).* [^mclaren-macomb-protected-activity]: **NLRB news release on McLaren Macomb, 372 NLRB No. 58 (2023)** — "simply offering employees a severance agreement that requires them to broadly give up their rights under Section 7 of the Act violates Section 8(a)(1) of the Act." *McLaren Macomb, 372 NLRB No. 58 (2023); NLRB Office of Public Affairs, Board Rules That Employers May Not Offer Severance Agreements Requiring Employees to Broadly Waive Labor Law Rights (Feb. 21, 2023).* [^workforce-stability-legitimate-interest]: **Prudential Locations, LLC v. Gagnon** — "Workforce stability and customer relationships can, however, be legitimate ancillary interests for an agreement prohibiting the solicitation of employees." *Prudential Locations, LLC v. Gagnon, 151 Haw. 136, 509 P.3d 1099 (2022).* [^solicitation-requires-overt-act]: **Insure Idaho, LLC v. Horn** — "We hold that the plain meaning of solicitation requires some overt act initiated by one party, seeking something in return from a second party." *Insure Idaho, LLC v. Horn, No. 49936 (Idaho July 11, 2025).* [^acceptance-vs-solicitation-split]: **Insure Idaho, LLC v. Horn** — "Whether the simple acceptance of business constitutes solicitation is a confounding question for which other jurisdictions have supplied varying answers." *Insure Idaho, LLC v. Horn, No. 49936 (Idaho July 11, 2025).* [^enforceable-when-reasonable-baseline]: **Reliable Fire Equipment Co. v. Arredondo** — "A restrictive covenant, assuming it is ancillary to a valid employment relationship, is reasonable only if the covenant: (1) is no greater than is required for the protection of a legitimate business interest of the employer-promisee; (2) does not impose undue hardship on the employee-promisor, and (3) is not injurious to the public." *Reliable Fire Equip. Co. v. Arredondo, 2011 IL 111871, 965 N.E.2d 393.* [^california-void-pole-ixchel]: **Ixchel Pharma, LLC v. Biogen, Inc.** — "We do not disturb the holding in Edwards and other decisions strictly interpreting section 16600 to invalidate noncompetition agreements following the termination of employment or sale of interest in a business." *Ixchel Pharma, LLC v. Biogen, Inc., 9 Cal. 5th 1130, 470 P.3d 571 (2020).* [^three-state-approaches-overbroad-covenants]: **Steiner v. American Friends of Lubavitch (Chabad)** — "Most courts take one of three approaches to restrictive covenants containing unenforceable provisions. One approach is simply to refuse to enforce an overbroad covenant." *Steiner v. Am. Friends of Lubavitch (Chabad), 177 A.3d 1246 (D.C. 2018).* [^mclaren-macomb-nondisparagement]: **NLRB news release on McLaren Macomb, 372 NLRB No. 58 (2023)** — "simply offering employees a severance agreement that requires them to broadly give up their rights under Section 7 of the Act violates Section 8(a)(1) of the Act." *McLaren Macomb, 372 NLRB No. 58 (2023); NLRB Office of Public Affairs, Board Rules That Employers May Not Offer Severance Agreements Requiring Employees to Broadly Waive Labor Law Rights (Feb. 21, 2023).* [^q7-542336-trigger]: **Fla. Stat. § 542.336** — "A restrictive covenant entered into with a physician who is licensed under chapter 458 or chapter 459 and who practices a medical specialty in a county wherein one entity employs or contracts with, either directly or through related or affiliated entities, all physicians who practice such specialty in that county is not supported by a legitimate business interest." *Fla. Stat. § 542.336 (2025).* [^wyo-1-23-physician-bc]: **Wyo. Stat. § 1-23-108(b)–(c)** — "Any covenant not to compete provision of an employment, partnership or corporate agreement between physicians that restricts the right of a physician to practice medicine" *Wyo. Stat. § 1-23-108(b)–(c) (2025).* [^no-equitable-extension-absent-tolling-clause]: **EMC Corp. v. Arturi** — "Being forewarned, EMC could have contracted, as the district judge noted, for tolling the term of the restriction during litigation, or for a period of restriction to commence upon preliminary finding of breach. But it did not." *EMC Corp. v. Arturi, 655 F.3d 75, 77-78 (1st Cir. 2011) (Souter, J.).* [^phoenix-injunction-burden]: **Phoenix Capital, Inc. v. Dowell** — "In the preliminary injunction context, the employer has the burden to establish that the covenant not to compete falls within one of those narrow exceptions." *Phoenix Capital, Inc. v. Dowell, 176 P.3d 835 (Colo. App. 2007).* [^fees-bad-faith]: **Ind. Code § 34-52-1-1** — "In any civil action, the court may award attorney's fees as part of the cost to the prevailing party, if the court finds that either party: (1) brought the action or defense on a claim or defense that is frivolous, unreasonable, or groundless; (2) continued to litigate the action or defense after the party's claim or defense clearly became frivolous, unreasonable, or groundless; or (3) litigated the action in bad faith." *Ind. Code § 34-52-1-1.* [^reformation-188-rule]: **Restatement (Second) of Contracts § 188 (as quoted in August Healthcare Group, LLC v. Manglona)** — "A promise to refrain from competition that imposes a restraint that is ancillary to an otherwise valid transaction or relationship is unreasonably in restraint of trade if (a) the restraint is greater than is needed to protect the promisee's legitimate interest, or (b) the promisee's need is outweighed by the hardship to the promisor and the likely injury to the public." *Restatement (Second) of Contracts § 188 (Am. L. Inst. 1981), quoted in August Healthcare Grp., LLC v. Manglona, No. 1:12-cv-00008, 2012 WL 12926085 (D. N. Mar. I. Oct. 12, 2012).* [^overbroad-covenant-three-approaches]: **Steiner v. American Friends of Lubavitch (Chabad)** — "Most courts take one of three approaches to restrictive covenants containing unenforceable provisions. One approach is simply to refuse to enforce an overbroad covenant." *Steiner v. Am. Friends of Lubavitch (Chabad), 177 A.3d 1246 (D.C. 2018).* [^q4-542335-modify]: **Fla. Stat. § 542.335** — "If a contractually specified restraint is overbroad, overlong, or otherwise not reasonably necessary to protect the legitimate business interest or interests, a court shall modify the restraint and grant only the relief reasonably necessary to protect such interest or interests." *Fla. Stat. § 542.335(1)(c) (2025).* [^hassler-no-blue-pencil]: **Hassler v. Circle C Resources** — "Wyoming courts will no longer exceed the scope of their traditional authority in contract interpretation by redrafting noncompete agreements to bring them within the bounds of reason." *Hassler v. Circle C Resources, 2022 WY 28, 505 P.3d 169.* [^hess-not-assignable]: **Hess v. Gebhard & Co.** — "Therefore, we hold that a restrictive covenant not to compete, contained in an employment agreement, is not assignable to the purchasing business entity, in the absence of a specific assignability provision, where the covenant is included in a sale of assets." *Hess v. Gebhard & Co. Inc., 808 A.2d 912 (Pa. 2002).* [^acordia-successor]: **Acordia of Ohio, L.L.C. v. Fishel** — "We hold that the L.L.C. may enforce the noncompete agreements as if it had stepped into the shoes of the original contracting companies, provided that the noncompete agreements are reasonable under the circumstances of this case." *Acordia of Ohio, L.L.C. v. Fishel, 133 Ohio St. 3d 356, 2012-Ohio-4648, 978 N.E.2d 823.* [^choice-of-law-fundamental-policy-limit]: **Cardoni v. Prosperity Bank** — "Even when a reasonable basis exists for selecting a state as the source of law governing a transaction, the parties’ selection does not control if another state: (1) has a more significant relationship with the parties and the transaction at issue than the chosen state does under Restatement § 188; (2) has a materially greater interest than the chosen state does in the enforceability of a given provision; and (3) has a fundamental policy that would be contravened by the application of the chosen state’s law." *Cardoni v. Prosperity Bank, 805 F.3d 573 (5th Cir. 2015).*