{ "type": "practice-guide", "canonical": "https://openagreements.org/practice-guides/non-compete/us/georgia", "links": [ { "rel": "self", "href": "https://openagreements.org/practice-guides/non-compete/us/georgia.json", "type": "application/json" }, { "rel": "alternate", "href": "https://openagreements.org/practice-guides/non-compete/us/georgia", "type": "text/html" }, { "rel": "alternate", "href": "https://openagreements.org/practice-guides/non-compete/us/georgia/markdown", "type": "text/markdown" }, { "rel": "alternate", "href": "https://openagreements.org/practice-guides/non-compete/us/georgia/json", "type": "application/json" } ], "data": { "topic": "non-compete", "state": "georgia", "frontmatter": { "title": "Non-Competes in Georgia", "description": "A question-by-question summary of Georgia non-compete law under the Georgia Restrictive Covenants Act (O.C.G.A. §§ 13-8-50 to 13-8-59), covering the reasonableness standard, the employee-category limits, the two-, three-, and five-year durational presumptions, implied geographic scope after Wimmer, customer and employee non-solicitation covenants, material contact, judicial modification (blue-pencil), choice-of-law limits under Motorsports of Conyers, tolling and the no-equitable-extension rule of Daneshgari, confidentiality and trade-secret alternatives, physician covenants, and the May 11, 2011 effective date.", "state": "Georgia", "lastReviewed": "2026-06-03", "license": "CC BY 4.0", "authors": [ "steven-obiajulu" ], "summary": { "enforceability": "reasonable", "bottomLine": "Georgia enforces non-competes that are reasonable in time, area, and scope under the Restrictive Covenants Act, but only against employees who perform covered higher-level job functions.", "keyLaw": "Georgia Restrictive Covenants Act, O.C.G.A. §§ 13-8-50 to 13-8-59", "exceptions": "Employee-category gate (§ 13-8-53(a)); longer presumptions for distributors/franchisees (3 yr) and sellers (5 yr+)", "courtNarrowing": "rewrite", "appliesToContractors": "n/a", "extendedForBreach": "No — courts will not extend beyond expiration", "maxLength": "2 years for employees (rebuttable presumption)", "noticeRequirement": "None", "incomeThreshold": "None", "saleOfBusiness": "Longer of 5 yrs or payout period presumed reasonable", "customerNonSolicit": "Allowed if reasonable", "employeeNonSolicit": "Allowed if reasonable" }, "about": [ "Georgia non-compete agreements", "Georgia Restrictive Covenants Act O.C.G.A. 13-8-50 et seq.", "Georgia reasonable in time geographic area and scope standard", "Georgia employee-category limits on non-competes", "Georgia two three and five year durational presumptions", "Georgia implied geographic scope after North American Senior Benefits v. Wimmer", "Georgia customer non-solicitation and material contact", "Georgia employee non-recruitment covenants", "Georgia judicial modification blue-pencil rule", "Georgia choice-of-law limits under Motorsports of Conyers v. Burbach", "Georgia tolling and no equitable extension rule Daneshgari", "Georgia confidentiality and trade-secret alternatives" ], "translations": [ { "language": "中文", "status": "planned" }, { "language": "Español", "status": "planned" }, { "language": "Português", "status": "planned" }, { "language": "Deutsch", "status": "planned" } ], "relatedForm": { "slug": "openagreements-restrictive-covenant-georgia" } }, "questions": [ { "slug": "employee-non-compete-enforceability", "label": "Are employee non-competes enforceable?", "heading": "Are employee non-compete agreements enforceable in Georgia?", "answerText": "Yes, when they are reasonable and the worker performs a covered job function. Under the Georgia Restrictive Covenants Act, a post-employment non-compete is permitted so long as it is reasonable in time, geographic area, and scope of prohibited activities. As the next question explains, the Act separately limits which employees can be bound by a post-employment non-compete.", "sources": [ { "id": "q1-grca-13-8-50-findings", "authorityType": "primary-law", "tier": "primary-source-backed", "title": "O.C.G.A. § 13-8-50", "citation": "O.C.G.A. § 13-8-50.", "url": "https://www.legis.ga.gov/api/legislation/document/20112012/114248", "proposition": "O.C.G.A. § 13-8-50 states the legislative finding that reasonable restrictive covenants serve a legitimate purpose, marking Georgia's shift to a pro-enforcement reasonableness regime.", "verbatimQuote": "The General Assembly finds that reasonable restrictive covenants contained in employment and commercial contracts serve the legitimate purpose of protecting legitimate business interests and creating an environment that is favorable to attracting commercial enterprises to Georgia and keeping existing businesses within the state.", "anchor": "https://openagreements.org/practice-guides/non-compete/us/georgia#src-q1-grca-13-8-50-findings" }, { "id": "q1-grca-13-8-53a-reasonable", "authorityType": "primary-law", "tier": "primary-source-backed", "title": "O.C.G.A. § 13-8-53", "citation": "O.C.G.A. § 13-8-53(a).", "url": "https://www.legis.ga.gov/api/legislation/document/20112012/114248", "proposition": "O.C.G.A. § 13-8-53(a) permits enforcement of a covenant restricting competition so long as it is reasonable in time, geographic area, and scope of prohibited activities.", "verbatimQuote": "Notwithstanding any other provision of this chapter, enforcement of contracts that restrict competition during the term of a restrictive covenant, so long as such restrictions are reasonable in time, geographic area, and scope of prohibited activities, shall be permitted.", "anchor": "https://openagreements.org/practice-guides/non-compete/us/georgia#src-q1-grca-13-8-53a-reasonable" }, { "id": "q1-grca-13-8-55-burden", "authorityType": "primary-law", "tier": "primary-source-backed", "title": "O.C.G.A. § 13-8-55", "citation": "O.C.G.A. § 13-8-55.", "url": "https://www.legis.ga.gov/api/legislation/document/20112012/114248", "proposition": "O.C.G.A. § 13-8-55 requires the party seeking enforcement to plead and prove a legitimate business interest, and shifts the burden to the party opposing enforcement once the enforcing party makes a prima facie showing of compliance with § 13-8-53.", "verbatimQuote": "The person seeking enforcement of a restrictive covenant shall plead and prove the existence of one or more legitimate business interests justifying the restrictive covenant. If a person seeking enforcement of the restrictive covenant establishes by prima-facie evidence that the restraint is in compliance with the provisions of Code Section 13-8-53, then any person opposing enforcement has the burden of establishing that the contractually specified restraint does not comply with such requirements or that such covenant is unreasonable.", "anchor": "https://openagreements.org/practice-guides/non-compete/us/georgia#src-q1-grca-13-8-55-burden" } ] }, { "slug": "covered-employees", "label": "Which employees can be bound?", "heading": "Which Georgia employees can be bound by a non-compete?", "answerText": "Only employees who perform certain higher-level functions. O.C.G.A. § 13-8-53(a) provides that a post-employment non-compete may not be enforced against an employee who does not customarily solicit customers, make sales, perform defined managerial duties, or qualify as a key employee or professional — and in Blair v. Pantera Enterprises, Inc. the Court of Appeals held that an hourly equipment operator did not meet the key-employee definition.", "sources": [ { "id": "q2-grca-13-8-53a-categories", "authorityType": "primary-law", "tier": "primary-source-backed", "title": "O.C.G.A. § 13-8-53", "citation": "O.C.G.A. § 13-8-53(a).", "url": "https://www.legis.ga.gov/api/legislation/document/20112012/114248", "proposition": "O.C.G.A. § 13-8-53(a) bars enforcement of a post-employment non-compete against any employee who does not perform one of the enumerated functions: soliciting customers, making sales, defined managerial duties, or qualifying as a key employee or professional.", "verbatimQuote": "However, enforcement of contracts that restrict competition after the term of employment, as distinguished from a customer nonsolicitation provision, as described in subsection (b) of this Code section, or a nondisclosure of confidential information provision, as described in subsection (e) of this Code section, shall not be permitted against any employee who does not, in the course of his or her employment: (1) Customarily and regularly solicit for the employer customers or prospective customers; (2) Customarily and regularly engage in making sales or obtaining orders or contracts for products or services to be performed by others; (3) Perform the following duties: (A) Have a primary duty of managing the enterprise in which the employee is employed or of a customarily recognized department or subdivision thereof; (B) Customarily and regularly direct the work of two or more other employees; and (C) Have the authority to hire or fire other employees or have particular weight given to suggestions and recommendations as to the hiring, firing, advancement, promotion, or any other change of status of other employees; or (4) Perform the duties of a key employee or of a professional.", "anchor": "https://openagreements.org/practice-guides/non-compete/us/georgia#src-q2-grca-13-8-53a-categories" }, { "id": "q2-blair-key-employee", "authorityType": "case-law", "tier": "primary-source-backed", "title": "Blair v. Pantera Enterprises, Inc.", "citation": "Blair v. Pantera Enterprises, Inc., 349 Ga. App. 846 (2019) (physical precedent only).", "url": "https://www.courtlistener.com/opinion/4601931/blair-v-pantera-enterprises-inc/", "deepLink": "https://www.courtlistener.com/opinion/4601931/blair-v-pantera-enterprises-inc/#:~:text=Thus%2C%20Blair%20is%20not%20a,issuing%20injunctive%20relief%20to%20Pantera.", "proposition": "Blair v. Pantera Enterprises (physical precedent only) concluded that an hourly equipment operator was not a key employee under O.C.G.A. § 13-8-51(8), so the non-compete could not be enforced against him.", "verbatimQuote": "Thus, Blair is not a “key employee” as that term is defined in OCGA § 13-8-51 (8). Consequently, the trial court erred in issuing injunctive relief to Pantera.", "date": "2019-03-05", "anchor": "https://openagreements.org/practice-guides/non-compete/us/georgia#src-q2-blair-key-employee" } ] }, { "slug": "duration-limits", "label": "How long can a non-compete last?", "heading": "How long can a Georgia non-compete last?", "answerText": "It depends on the relationship, with rebuttable presumptions of two, three, or five years. O.C.G.A. § 13-8-57 presumes a restraint of two years or less reasonable against a former employee, three years or less against a distributor, dealer, franchisee, lessee, or licensee, and the longer of five years or the payout period reasonable against the seller or owner of a business.", "sources": [ { "id": "q3-grca-13-8-57b-employee", "authorityType": "primary-law", "tier": "primary-source-backed", "title": "O.C.G.A. § 13-8-57", "citation": "O.C.G.A. § 13-8-57(b).", "url": "https://www.legis.ga.gov/api/legislation/document/20112012/114248", "proposition": "O.C.G.A. § 13-8-57(b) presumes reasonable any post-employment restraint of two years or less and unreasonable any restraint longer than two years, measured from termination.", "verbatimQuote": "a court shall presume to be reasonable in time any restraint two years or less in duration and shall presume to be unreasonable in time any restraint more than two years in duration, measured from the date of the termination of the business relationship.", "anchor": "https://openagreements.org/practice-guides/non-compete/us/georgia#src-q3-grca-13-8-57b-employee" }, { "id": "q3-grca-13-8-57c-other", "authorityType": "primary-law", "tier": "primary-source-backed", "title": "O.C.G.A. § 13-8-57", "citation": "O.C.G.A. § 13-8-57(c).", "url": "https://www.legis.ga.gov/api/legislation/document/20112012/114248", "proposition": "O.C.G.A. § 13-8-57(c) presumes reasonable any restraint of three years or less against a current or former distributor, dealer, franchisee, lessee of real or personal property, or licensee.", "verbatimQuote": "a court shall presume to be reasonable in time any restraint three years or less in duration and shall presume to be unreasonable in time any restraint more than three years in duration, measured from the date of termination of the business relationship.", "anchor": "https://openagreements.org/practice-guides/non-compete/us/georgia#src-q3-grca-13-8-57c-other" }, { "id": "q3-grca-13-8-57d-sale", "authorityType": "primary-law", "tier": "primary-source-backed", "title": "O.C.G.A. § 13-8-57", "citation": "O.C.G.A. § 13-8-57(d).", "url": "https://www.legis.ga.gov/api/legislation/document/20112012/114248", "proposition": "O.C.G.A. § 13-8-57(d) presumes reasonable any restraint against the owner or seller of a business for the longer of five years or the period during which sale payments are being made to the seller.", "verbatimQuote": "a court shall presume to be reasonable in time any restraint the longer of five years or less in duration or equal to the period of time during which payments are being made to the owner or seller as a result of any sale referred to in this subsection and shall presume to be unreasonable in time any restraint more than the longer of five years in duration or the period of time during which payments are being made to the owner or seller as a result of any sale referred to in this subsection, measured from the date of termination or disposition of such interest.", "anchor": "https://openagreements.org/practice-guides/non-compete/us/georgia#src-q3-grca-13-8-57d-sale" } ] }, { "slug": "geography", "label": "Does a non-compete need an express territory?", "heading": "Does a Georgia non-compete need an express geographic territory?", "answerText": "No. In North American Senior Benefits, LLC v. Wimmer, decided September 4, 2024, the Supreme Court of Georgia held that O.C.G.A. § 13-8-53(a) does not require an express geographic term and reversed the Court of Appeals' contrary rule; geographic reasonableness is instead assessed in context.", "sources": [ { "id": "q4-wimmer-no-express-term", "authorityType": "case-law", "tier": "primary-source-backed", "title": "North American Senior Benefits, LLC v. Wimmer", "citation": "North American Senior Benefits, LLC v. Wimmer, 319 Ga. 641 (2024).", "url": "https://www.courtlistener.com/opinion/10680273/north-american-senior-benefits-llc-v-wimmer/", "deepLink": "https://www.courtlistener.com/opinion/10680273/north-american-senior-benefits-llc-v-wimmer/#:~:text=The%20petitioner%20%E2%80%94%20a%20Georgia,this%20case%20for%20further%20proceedings.", "proposition": "North American Senior Benefits v. Wimmer reversed the Court of Appeals' conclusion that O.C.G.A. § 13-8-53(a) requires an express geographic term, holding that the Court of Appeals erred.", "verbatimQuote": "The petitioner — a Georgia corporation seeking to enforce a restrictive covenant against two former employees — asks us to review the conclusion reached by the Court of Appeals that, to be deemed geographically reasonable under OCGA § 13-8-53 (a), a restrictive covenant must contain an express geographic term. In light of the statutory text and context of the GRCA, we conclude that the Court of Appeals erred, so we reverse and remand this case for further proceedings.", "date": "2024-09-04", "anchor": "https://openagreements.org/practice-guides/non-compete/us/georgia#src-q4-wimmer-no-express-term" }, { "id": "q4-grca-13-8-56-geography", "authorityType": "primary-law", "tier": "primary-source-backed", "title": "O.C.G.A. § 13-8-56", "citation": "O.C.G.A. § 13-8-56(2).", "url": "https://www.legis.ga.gov/api/legislation/document/20112012/114248", "proposition": "O.C.G.A. § 13-8-56(2) presumes reasonable a geographic territory covering the areas where the employer does business, provided the total distance is also reasonable.", "verbatimQuote": "In determining the reasonableness of a restrictive covenant that limits or restricts competition during or after the term of an employment or business or commercial relationship, the court shall make the following presumptions: (1) During the term of the relationship, a time period equal to or measured by duration of the parties' relationship is reasonable; provided, however, that the reasonableness of a time period after the term of an employment or business or commercial relationship shall be as provided for in Code Section 13-8-57; (2) A geographic territory which includes the areas in which the employer does business at any time during the parties' relationship, even if not known at the time of entry into the restrictive covenant, is reasonable provided that: (A) The total distance encompassed by the provisions of the covenant also is reasonable; (B) The agreement contains a list of particular competitors as prohibited employers for a limited period of time after the term of employment or a business or commercial relationship; or (C) Both subparagraphs (A) and (B) of this paragraph", "anchor": "https://openagreements.org/practice-guides/non-compete/us/georgia#src-q4-grca-13-8-56-geography" } ] }, { "slug": "customer-nonsolicit", "label": "Are customer non-solicitation covenants different?", "heading": "Are customer non-solicitation covenants treated differently in Georgia?", "answerText": "Yes. O.C.G.A. § 13-8-53(b) lets an employer restrict solicitation of customers with whom the employee had material contact, and it expressly says no geographic term is required. The Act defines material contact narrowly, focusing on customers the employee actually dealt with or learned about.", "sources": [ { "id": "q5-grca-13-8-53b-customer", "authorityType": "primary-law", "tier": "primary-source-backed", "title": "O.C.G.A. § 13-8-53", "citation": "O.C.G.A. § 13-8-53(b).", "url": "https://www.legis.ga.gov/api/legislation/document/20112012/114248", "proposition": "O.C.G.A. § 13-8-53(b) permits a customer non-solicitation covenant limited to material-contact customers and provides that no express geographic reference is required for enforceability.", "verbatimQuote": "an employee may agree in writing for the benefit of an employer to refrain, for a stated period of time following termination, from soliciting, or attempting to solicit, directly or by assisting others, any business from any of such employer's customers, including actively seeking prospective customers, with whom the employee had material contact during his or her employment for purposes of providing products or services that are competitive with those provided by the employer's business. No express reference to geographic area or the types of products or services considered to be competitive shall be required in order for the restraint to be enforceable.", "anchor": "https://openagreements.org/practice-guides/non-compete/us/georgia#src-q5-grca-13-8-53b-customer" }, { "id": "q5-grca-13-8-51-material-contact", "authorityType": "primary-law", "tier": "primary-source-backed", "title": "O.C.G.A. § 13-8-51", "citation": "O.C.G.A. § 13-8-51(10).", "url": "https://www.legis.ga.gov/api/legislation/document/20112012/114248", "proposition": "O.C.G.A. § 13-8-51(10) defines material contact narrowly, limiting it to customers the employee dealt with, supervised, learned confidential information about, or earned compensation from within two years before termination.", "verbatimQuote": "'Material contact' means the contact between an employee and each customer or potential customer: (A) With whom or which the employee dealt on behalf of the employer; (B) Whose dealings with the employer were coordinated or supervised by the employee; (C) About whom the employee obtained confidential information in the ordinary course of business as a result of such employee's association with the employer; or (D) Who receives products or services authorized by the employer, the sale or provision of which results or resulted in compensation, commissions, or earnings for the employee within two years prior to the date of the employee's termination.", "anchor": "https://openagreements.org/practice-guides/non-compete/us/georgia#src-q5-grca-13-8-51-material-contact" } ] }, { "slug": "employee-nonsolicit", "label": "What about employee non-recruitment covenants?", "heading": "Are employee non-recruitment and no-hire covenants governed by the GRCA?", "answerText": "Yes. In Belt Power, LLC v. Reed, the Court of Appeals held that the covenants at issue fell within the GRCA, and in Wimmer the Supreme Court applied § 13-8-53(a) to a two-year employee non-recruitment provision — so these covenants are analyzed under the Act and, after Wimmer, do not require an express geographic term.", "sources": [ { "id": "q6-beltpower-grca", "authorityType": "case-law", "tier": "primary-source-backed", "title": "Belt Power, LLC v. Reed", "citation": "Belt Power, LLC v. Reed, 354 Ga. App. 289 (2020).", "url": "https://www.courtlistener.com/opinion/4735721/belt-power-llc-v-steve-reed/", "deepLink": "https://www.courtlistener.com/opinion/4735721/belt-power-llc-v-steve-reed/#:~:text=Upon%20a%20close%20reading%20of,the%20ambit%20of%20the%20Act.", "proposition": "Belt Power v. Reed held that the restrictive covenants at issue fall within the ambit of the Georgia Restrictive Covenants Act.", "verbatimQuote": "Upon a close reading of the entire statute, we conclude that the restrictive covenants at issue do fall within the ambit of the Act.", "date": "2020-03-13", "anchor": "https://openagreements.org/practice-guides/non-compete/us/georgia#src-q6-beltpower-grca" }, { "id": "q6-wimmer-nonrecruit", "authorityType": "case-law", "tier": "primary-source-backed", "title": "North American Senior Benefits, LLC v. Wimmer", "citation": "North American Senior Benefits, LLC v. Wimmer, 319 Ga. 641 (2024).", "url": "https://www.courtlistener.com/opinion/10680273/north-american-senior-benefits-llc-v-wimmer/", "deepLink": "https://www.courtlistener.com/opinion/10680273/north-american-senior-benefits-llc-v-wimmer/#:~:text=In%20light%20of%20the%20statutory,this%20case%20for%20further%20proceedings.", "proposition": "North American Senior Benefits v. Wimmer arose from a two-year employee non-recruitment provision and reversed the Court of Appeals, confirming that such covenants are analyzed under O.C.G.A. § 13-8-53(a) without an express-geographic-term requirement.", "verbatimQuote": "In light of the statutory text and context of the GRCA, we conclude that the Court of Appeals erred, so we reverse and remand this case for further proceedings.", "date": "2024-09-04", "anchor": "https://openagreements.org/practice-guides/non-compete/us/georgia#src-q6-wimmer-nonrecruit" } ] }, { "slug": "court-narrowing", "label": "Can a court modify an overbroad covenant?", "heading": "Can a Georgia court blue-pencil an overbroad covenant?", "answerText": "Yes, within a limit. O.C.G.A. § 13-8-53(d) makes a non-compliant covenant void but allows a court to modify it, so long as the modification does not make the covenant more restrictive for the employee than as originally drafted; O.C.G.A. § 13-8-54(b) directs courts to grant only the relief reasonably necessary.", "sources": [ { "id": "q7-grca-13-8-53d-modify", "authorityType": "primary-law", "tier": "primary-source-backed", "title": "O.C.G.A. § 13-8-53", "citation": "O.C.G.A. § 13-8-53(d).", "url": "https://www.legis.ga.gov/api/legislation/document/20112012/114248", "proposition": "O.C.G.A. § 13-8-53(d) makes a non-compliant covenant void but permits a court to modify it, provided the modification does not make it more restrictive than originally drafted.", "verbatimQuote": "Any restrictive covenant not in compliance with the provisions of this article is unlawful and is void and unenforceable; provided, however, that a court may modify a covenant that is otherwise void and unenforceable so long as the modification does not render the covenant more restrictive with regard to the employee than as originally drafted by the parties.", "anchor": "https://openagreements.org/practice-guides/non-compete/us/georgia#src-q7-grca-13-8-53d-modify" }, { "id": "q7-grca-13-8-54-construe", "authorityType": "primary-law", "tier": "primary-source-backed", "title": "O.C.G.A. § 13-8-54", "citation": "O.C.G.A. § 13-8-54(a).", "url": "https://www.legis.ga.gov/api/legislation/document/20112012/114248", "proposition": "O.C.G.A. § 13-8-54(a) directs courts to construe a restrictive covenant in favor of reasonable protection of the enforcing party's legitimate business interests.", "verbatimQuote": "A court shall construe a restrictive covenant to comport with the reasonable intent and expectations of the parties to the covenant and in favor of providing reasonable protection to all legitimate business interests established by the person seeking enforcement.", "anchor": "https://openagreements.org/practice-guides/non-compete/us/georgia#src-q7-grca-13-8-54-construe" }, { "id": "q7-grca-13-8-54b-relief", "authorityType": "primary-law", "tier": "primary-source-backed", "title": "O.C.G.A. § 13-8-54", "citation": "O.C.G.A. § 13-8-54(b).", "url": "https://www.legis.ga.gov/api/legislation/document/20112012/114248", "proposition": "O.C.G.A. § 13-8-54(b) permits a court that finds a non-compliant restraint to modify it and grant only the relief reasonably necessary to protect the legitimate interest and achieve the parties' original intent.", "verbatimQuote": "In any action concerning enforcement of a restrictive covenant, a court shall not enforce a restrictive covenant unless it is in compliance with the provisions of Code Section 13-8-53; provided, however, that if a court finds that a contractually specified restraint does not comply with the provisions of Code Section 13-8-53, then the court may modify the restraint provision and grant only the relief reasonably necessary to protect such interest or interests and to achieve the original intent of the contracting parties to the extent possible.", "anchor": "https://openagreements.org/practice-guides/non-compete/us/georgia#src-q7-grca-13-8-54b-relief" }, { "id": "q7-beltpower-modify", "authorityType": "case-law", "tier": "primary-source-backed", "title": "Belt Power, LLC v. Reed", "citation": "Belt Power, LLC v. Reed, 354 Ga. App. 289 (2020).", "url": "https://www.courtlistener.com/opinion/4735721/belt-power-llc-v-steve-reed/", "deepLink": "https://www.courtlistener.com/opinion/4735721/belt-power-llc-v-steve-reed/#:~:text=We%20nevertheless%20conclude%20that%20the,the%20terms%20of%20the%20covenants.", "proposition": "Belt Power v. Reed held that the trial court did not abuse its discretion in declining to apply the Act's blue-pencil provision to modify the covenants, leaving them unenforceable.", "verbatimQuote": "We nevertheless conclude that the trial court did not abuse its discretion in declining to apply the “blue pencil” provision in the Act to modify the terms of the covenants.", "date": "2020-03-13", "anchor": "https://openagreements.org/practice-guides/non-compete/us/georgia#src-q7-beltpower-modify" } ] }, { "slug": "consideration", "label": "Is continued employment enough consideration?", "heading": "Is continued employment sufficient consideration for a Georgia non-compete?", "answerText": "The GRCA does not codify a consideration rule. The Act sets the conditions for enforcing a covenant without addressing what consideration must support it, and Georgia practitioners generally treat continued at-will employment as sufficient — but no modern GRCA-era appellate decision squarely settles the point, so treat it as an area to monitor.", "sources": [ { "id": "q8-grca-13-8-53a-consideration", "authorityType": "primary-law", "tier": "primary-source-backed", "title": "O.C.G.A. § 13-8-53", "citation": "O.C.G.A. § 13-8-53(a).", "url": "https://www.legis.ga.gov/api/legislation/document/20112012/114248", "proposition": "O.C.G.A. § 13-8-53(a) sets the reasonableness and employee-category conditions for enforcement without addressing what consideration must support the covenant, leaving consideration to general Georgia contract law.", "verbatimQuote": "Notwithstanding any other provision of this chapter, enforcement of contracts that restrict competition during the term of a restrictive covenant, so long as such restrictions are reasonable in time, geographic area, and scope of prohibited activities, shall be permitted.", "anchor": "https://openagreements.org/practice-guides/non-compete/us/georgia#src-q8-grca-13-8-53a-consideration" } ] }, { "slug": "choice-of-law", "label": "Can a foreign choice-of-law clause avoid Georgia law?", "heading": "Can an out-of-state choice-of-law clause avoid the GRCA?", "answerText": "Generally no. In Motorsports of Conyers, LLC v. Burbach, the Supreme Court of Georgia held that Georgia law remains the touchstone, so a Georgia court must first determine whether a covenant complies with the GRCA; if the covenant is unreasonable under the Act, the court may not apply another state's law to enforce it.", "sources": [ { "id": "q9-motorsports-touchstone", "authorityType": "case-law", "tier": "primary-source-backed", "title": "Motorsports of Conyers, LLC v. Burbach", "citation": "Motorsports of Conyers, LLC v. Burbach, 317 Ga. 206 (2023).", "url": "https://www.courtlistener.com/opinion/10680038/motorsports-of-conyers-llc-v-burbach/", "deepLink": "https://www.courtlistener.com/opinion/10680038/motorsports-of-conyers-llc-v-burbach/#:~:text=Having%20taken%20a%20fresh%20look%2C,says%20another%20state's%20law%20applies.", "proposition": "Motorsports of Conyers v. Burbach held that Georgia law remains the touchstone for enforceability of a restrictive covenant litigated in Georgia, even where the contract selects another state's law.", "verbatimQuote": "Having taken a fresh look, we conclude that Georgia law remains the touchstone for determining whether a given restrictive covenant is enforceable in our courts, even where the contract says another state's law applies.", "date": "2023-09-06", "anchor": "https://openagreements.org/practice-guides/non-compete/us/georgia#src-q9-motorsports-touchstone" }, { "id": "q9-motorsports-mechanism", "authorityType": "case-law", "tier": "primary-source-backed", "title": "Motorsports of Conyers, LLC v. Burbach", "citation": "Motorsports of Conyers, LLC v. Burbach, 317 Ga. 206 (2023).", "url": "https://www.courtlistener.com/opinion/10680038/motorsports-of-conyers-llc-v-burbach/", "deepLink": "https://www.courtlistener.com/opinion/10680038/motorsports-of-conyers-llc-v-burbach/#:~:text=If%20the%20restrictive%20covenant%20is,foreign%20law%20to%20enforce%20it.", "proposition": "Motorsports of Conyers v. Burbach held that if a restrictive covenant is unreasonable under the GRCA, a Georgia court may not apply foreign law to enforce it.", "verbatimQuote": "If the restrictive covenant is unreasonable under the GRCA, a Georgia court may not apply foreign law to enforce it.", "date": "2023-09-06", "anchor": "https://openagreements.org/practice-guides/non-compete/us/georgia#src-q9-motorsports-mechanism" } ] }, { "slug": "extended-for-breach", "label": "Does the period toll during breach or litigation?", "heading": "Does a Georgia non-compete toll or extend during breach or litigation?", "answerText": "A court will not extend it, and a private tolling clause is on uncertain ground. In Daneshgari v. Patriot Towing Services, LLC, the Court of Appeals held that a trial court cannot extend a non-compete beyond its contractual expiration, even against a party violating an injunction, because Georgia courts have rejected the idea that equity lets a court extend the period of a non-compete. Whether a contractual clause that pauses and extends the restraint would fare better has not been squarely decided.", "sources": [ { "id": "q10-daneshgari-no-extend", "authorityType": "case-law", "tier": "primary-source-backed", "title": "Daneshgari v. Patriot Towing Services, LLC", "citation": "Daneshgari v. Patriot Towing Services, LLC, 361 Ga. App. 555 (2021).", "url": "https://www.courtlistener.com/opinion/5295364/khosrow-daneshgari-v-patriot-towing-services-llc/", "deepLink": "https://www.courtlistener.com/opinion/5295364/khosrow-daneshgari-v-patriot-towing-services-llc/#:~:text=On%20appeal%2C%20the%20defendants%20contend,infra%2C%20we%20agree%20and%20reverse.", "proposition": "Daneshgari v. Patriot Towing Services agreed with the defendants and reversed, holding that the trial court erred in extending its injunction beyond the contractual expiration of the noncompete agreement.", "verbatimQuote": "On appeal, the defendants contend that the trial court erred in extending its injunction beyond the contractual expiration of the noncompete agreement. For the reasons set forth infra, we agree and reverse.", "date": "2021-11-08", "anchor": "https://openagreements.org/practice-guides/non-compete/us/georgia#src-q10-daneshgari-no-extend" }, { "id": "q10-daneshgari-equity", "authorityType": "case-law", "tier": "primary-source-backed", "title": "Daneshgari v. Patriot Towing Services, LLC", "citation": "Daneshgari v. Patriot Towing Services, LLC, 361 Ga. App. 555 (2021).", "url": "https://www.courtlistener.com/opinion/5295364/khosrow-daneshgari-v-patriot-towing-services-llc/", "deepLink": "https://www.courtlistener.com/opinion/5295364/khosrow-daneshgari-v-patriot-towing-services-llc/#:~:text=But%20the%20Supreme%20Court%20of,period%20of%20a%20non%2Dcompete%20agreement.%E2%80%9D", "proposition": "Daneshgari v. Patriot Towing Services relied on Georgia precedent rejecting the idea that equity permits a court to extend the period of a non-compete agreement.", "verbatimQuote": "But the Supreme Court of Georgia has rejected—at least implicitly—the idea that “equity permits a court to extend the period of a non-compete agreement.”", "date": "2021-11-08", "anchor": "https://openagreements.org/practice-guides/non-compete/us/georgia#src-q10-daneshgari-equity" }, { "id": "q10-grca-13-8-58-remedies", "authorityType": "primary-law", "tier": "primary-source-backed", "title": "O.C.G.A. § 13-8-58", "citation": "O.C.G.A. § 13-8-58(c).", "url": "https://www.legis.ga.gov/api/legislation/document/20112012/114248", "proposition": "O.C.G.A. § 13-8-58(c) authorizes courts to enforce a restrictive covenant by any appropriate and effective remedy at law or equity, including temporary and permanent injunctions.", "verbatimQuote": "A court shall enforce a restrictive covenant by any appropriate and effective remedy available at law or equity, including, but not limited to, temporary and permanent injunctions.", "anchor": "https://openagreements.org/practice-guides/non-compete/us/georgia#src-q10-grca-13-8-58-remedies" } ] }, { "slug": "confidentiality-trade-secrets", "label": "Are confidentiality and trade-secret tools available?", "heading": "How do confidentiality and trade-secret protections compare to a Georgia non-compete?", "answerText": "They are available and not subject to the non-compete limits. O.C.G.A. § 13-8-53(e) provides that confidentiality and trade-secret obligations are not limited in time or geography for as long as the information stays confidential or qualifies as a trade secret, and § 13-8-53(a) treats a nondisclosure-of-confidential-information provision as distinct from a post-employment competition restraint, so it sits outside the employee-category gate.", "sources": [ { "id": "q11-grca-13-8-53e-confidentiality", "authorityType": "primary-law", "tier": "primary-source-backed", "title": "O.C.G.A. § 13-8-53", "citation": "O.C.G.A. § 13-8-53(e).", "url": "https://www.legis.ga.gov/api/legislation/document/20112012/114248", "proposition": "O.C.G.A. § 13-8-53(e) provides that confidentiality and trade-secret obligations are not limited in time or geography for as long as the information remains confidential or a trade secret.", "verbatimQuote": "Nothing in this article shall be construed to limit the period of time for which a party may agree to maintain information as confidential or as a trade secret, or to limit the geographic area within which such information must be kept confidential or as a trade secret, for so long as the information or material remains confidential or a trade secret, as applicable.", "anchor": "https://openagreements.org/practice-guides/non-compete/us/georgia#src-q11-grca-13-8-53e-confidentiality" }, { "id": "q11-grca-13-8-53a-carveout", "authorityType": "primary-law", "tier": "primary-source-backed", "title": "O.C.G.A. § 13-8-53", "citation": "O.C.G.A. § 13-8-53(a).", "url": "https://www.legis.ga.gov/api/legislation/document/20112012/114248", "proposition": "O.C.G.A. § 13-8-53(a) distinguishes a nondisclosure-of-confidential-information provision from a post-employment competition restraint, so confidentiality provisions are not subject to the employee-category limits that apply to non-competes.", "verbatimQuote": "However, enforcement of contracts that restrict competition after the term of employment, as distinguished from a customer nonsolicitation provision, as described in subsection (b) of this Code section, or a nondisclosure of confidential information provision, as described in subsection (e) of this Code section, shall not be permitted against any employee who does not, in the course of his or her employment:", "anchor": "https://openagreements.org/practice-guides/non-compete/us/georgia#src-q11-grca-13-8-53a-carveout" } ] }, { "slug": "healthcare-physicians", "label": "Are physician non-competes enforceable?", "heading": "Are physician and other healthcare non-competes enforceable in Georgia?", "answerText": "Yes, under the same GRCA rules. Georgia has no special statutory ban on physician non-competes; a physician is typically a professional under O.C.G.A. § 13-8-51, so a reasonable covenant is enforceable on the ordinary reasonableness terms. Because the legislature could change this, the area is worth monitoring.", "sources": [ { "id": "q12-grca-13-8-51-professional", "authorityType": "primary-law", "tier": "primary-source-backed", "title": "O.C.G.A. § 13-8-51", "citation": "O.C.G.A. § 13-8-51(14).", "url": "https://www.legis.ga.gov/api/legislation/document/20112012/114248", "proposition": "O.C.G.A. § 13-8-51(14) defines a professional, a category that ordinarily includes physicians, as an employee whose primary duty requires advanced knowledge acquired by prolonged specialized instruction.", "verbatimQuote": "'Professional' means an employee who has as a primary duty the performance of work requiring knowledge of an advanced type in a field of science or learning customarily acquired by a prolonged course of specialized intellectual instruction or requiring invention, imagination, originality, or talent in a recognized field of artistic or creative endeavor.", "anchor": "https://openagreements.org/practice-guides/non-compete/us/georgia#src-q12-grca-13-8-51-professional" }, { "id": "q12-grca-13-8-53a-physician", "authorityType": "primary-law", "tier": "primary-source-backed", "title": "O.C.G.A. § 13-8-53", "citation": "O.C.G.A. § 13-8-53(a).", "url": "https://www.legis.ga.gov/api/legislation/document/20112012/114248", "proposition": "O.C.G.A. § 13-8-53(a) governs physician non-competes on the same reasonableness terms as other professionals, because Georgia has no physician-specific statutory carve-out.", "verbatimQuote": "Notwithstanding any other provision of this chapter, enforcement of contracts that restrict competition during the term of a restrictive covenant, so long as such restrictions are reasonable in time, geographic area, and scope of prohibited activities, shall be permitted.", "anchor": "https://openagreements.org/practice-guides/non-compete/us/georgia#src-q12-grca-13-8-53a-physician" } ] }, { "slug": "effective-date", "label": "Which agreements does the GRCA cover?", "heading": "Which agreements does the Georgia Restrictive Covenants Act cover?", "answerText": "Only agreements entered on or after May 11, 2011. The GRCA applies to contracts entered into on and after its effective date and does not apply when a court determines the enforceability of a covenant entered before that date — those older covenants are still judged under Georgia's stricter pre-2011 common law.", "sources": [ { "id": "q13-grca-effective-date", "authorityType": "primary-law", "tier": "primary-source-backed", "title": "2011 Ga. HB 30, § 5 (O.C.G.A. § 13-8-50 et seq.)", "citation": "2011 Ga. HB 30, § 5 (eff. May 11, 2011).", "url": "https://www.legis.ga.gov/api/legislation/document/20112012/114248", "proposition": "The enacting legislation provides that the Georgia Restrictive Covenants Act applies only to contracts entered into on or after its effective date and not to covenants entered before that date.", "verbatimQuote": "This Act shall become effective upon its approval by the Governor or upon its becoming law without such approval and shall apply to contracts entered into on and after such date and shall not apply in actions determining the enforceability of restrictive covenants entered into before such date.", "anchor": "https://openagreements.org/practice-guides/non-compete/us/georgia#src-q13-grca-effective-date" }, { "id": "q13-grca-13-8-52-application", "authorityType": "primary-law", "tier": "primary-source-backed", "title": "O.C.G.A. § 13-8-52", "citation": "O.C.G.A. § 13-8-52(a).", "url": "https://www.legis.ga.gov/api/legislation/document/20112012/114248", "proposition": "O.C.G.A. § 13-8-52(a) limits the Act to contracts between specified relationships, including employers and employees, franchisors and franchisees, and sellers and purchasers of a business.", "verbatimQuote": "The provisions of this article shall be applicable only to contracts and agreements between or among: (1) Employers and employees; (2) Distributors and manufacturers; (3) Lessors and lessees; (4) Partnerships and partners; (5) Franchisors and franchisees; (6) Sellers and purchasers of a business or commercial enterprise; and (7) Two or more employers.", "anchor": "https://openagreements.org/practice-guides/non-compete/us/georgia#src-q13-grca-13-8-52-application" } ] } ] } }