Are employee non-compete agreements enforceable in Kansas?
Kansas enforces an employee non-compete that is ancillary to an employment contract if the restraint is reasonable under the circumstances and not adverse to the public welfare .
Kansas is a reasonableness state, and it is one of the more employer-friendly jurisdictions in the country. The starting point is not a statute but the common law: a covenant is judged by whether the restraint is reasonable and the employer carries the burden of showing it .
The Kansas Supreme Court framed the governing rule in Weber v. Tillman, a physician case that remains the leading authority on employee covenants.
Sources for this answer
Weber v. Tillman supports the governing Kansas rule that an employee non-compete ancillary to an employment contract is enforceable if reasonable and not adverse to the public welfare.
A noncompetition covenant ancillary to an employment contract is valid and enforceable if the restraint is reasonable under the circumstances and not adverse to the public welfare.
See Weber v. Tillman, 259 Kan. 457, 913 P.2d 84 (1996).
What reasonableness test do Kansas courts apply to non-competes?
Kansas courts test a non-compete's reasonableness by asking whether it protects a legitimate business interest of the employer, whether it creates an undue burden on the employee, whether it injures the public welfare, and whether its time and territorial limits are reasonable .
The four factors come from Weber and are restated in later cases.
Enforceability is a question Kansas appellate courts decide without deference to the trial court, so a covenant that reads as reasonable on its face can still be tested fully on appeal .
The public-welfare factor is a real limit, not a formality. In Caring Hearts, the Kansas Court of Appeals applied the same four questions to home-health workers and found no public-welfare problem on the facts .
Each covenant in the agreement clears the four-factor reasonableness test on its own, and the employer carries the burden of showing that a legitimate interest, no undue burden on the employee, no injury to the public welfare, and reasonable time and territory are all satisfied . Adequate consideration establishes only that a covenant is supported, not that it is reasonable, so a covenant that clears the consideration question can still fail this test. Enforceability is reviewed without deference on appeal, so a covenant that survives the trial court can be retested in full, and a recital of irreparable harm smooths the path to interim relief but does not substitute for a covenant that survives the four factors . A disclosure to a departing employee's next employer built on a covenant a court later narrows or declines to enforce exposes the employer to a claim of its own, so the restraint worth papering is one the employer is prepared to defend on all four factors.
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Weber v. Tillman supports the four-factor reasonableness test Kansas courts apply to non-compete covenants.
The analysis of whether the noncompetition clause is reasonable evaluates these factors: (1) Does the covenant protect a legitimate business interest of the employer? (2) Does the covenant create an undue burden on the employee? (3) Is the covenant injurious to the public welfare? (4) Are the time and territorial limitations contained in the covenant reasonable?
See Weber v. Tillman, 259 Kan. 457, 913 P.2d 84 (1996).
Doan supports that Kansas appellate courts review the enforceability of a non-compete without deference to the trial court.
Kansas appellate courts exercise unlimited review when determining whether a noncompete clause in an employment contract is enforceable as written.
See Doan Family Corp. v. Arnberger, 522 P.3d 364 (Kan. Ct. App. 2022).
Caring Hearts supports applying the Weber public-welfare factor and finding no public-welfare injury on the facts of an enforceable covenant.
There is no evidence that enforcement of the noncompete agreement is injurious to the public welfare.
See Caring Hearts Personal Home Servs., Inc. v. Hobley, 35 Kan. App. 2d 345, 130 P.3d 1215 (2006).
Will a Kansas court narrow an overbroad non-compete instead of voiding it?
A Kansas court may use its equitable power to reduce an overbroad non-compete to what is necessary to protect the employer's interest and enforce it as reduced, as the Kansas Supreme Court approved in Eastern Distributing Co. v. Flynn .
The modern rule has a common-law root. In Eastern Distributing, the Kansas Supreme Court affirmed a trial court that cut an excessive territory down to what was reasonably necessary and enforced the covenant to that extent.
Reformation has a ceiling, though. A court reforms an unreasonable term; it may not rewrite a term that was already reasonable. In Doan, the Court of Appeals held the trial court erred when it cut a reasonable two-year term down to one year .
The 2025 statutory amendments add a separate, mandatory reformation command, but it is aimed at the covenants the Kansas Restraint of Trade Act actually governs. K.S.A. 50-163 directs a court to modify and enforce an overbroad covenant that is not conclusively presumed enforceable , yet the same statute excludes covenants not to compete from the Act altogether . For a traditional non-compete, the operative reformation authority remains the common-law equity power recognized in Eastern Distributing, not the statute. No published Kansas decision has yet construed that exclusion as applied to a non-compete, so this reading rests on the statute's plain text. For a clause-by-clause pass over a specific agreement against these drafting rules, the Kansas non-compete reviewer checklist walks the full covenant suite item by item with each requirement's force level.
Reformation is not a license to overreach. Kansas narrows an unreasonable restraint, but Doan shows a court refuses to rewrite a term that is already reasonable, so a covenant drafted too broadly leaves the employer with only the minimum relief a court considers necessary rather than the restraint as written. On a touch screen, a tap shows all 2 sources in this group. The statutory modify-and-enforce command reaches only covenants the Restraint of Trade Act governs, and § 50-163(e)(6) excludes covenants not to compete, so for a traditional non-compete the narrowing authority is the common-law equity power rather than the statute.
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Eastern Distributing supports the common-law equitable power of Kansas courts to reduce an overbroad territorial restraint and enforce the covenant as reduced.
We think the trial court in the exercise of its equitable powers fairly and reasonably reduced the area restriction to only that which was necessary to protect plaintiff's interest.
See Eastern Distributing Co. v. Flynn, 222 Kan. 666, 567 P.2d 1371 (1977).
Doan supports the limit that a Kansas court may reform an unreasonable term but may not rewrite a term that is already reasonable.
Because the two-year term was reasonable, the court did not have the discretion to rewrite that term of the agreement.
See Doan Family Corp. v. Arnberger, 522 P.3d 364 (Kan. Ct. App. 2022).
K.S.A. 50-163(b) supports the statute's mandatory reformation command for an overbroad covenant that is not conclusively presumed enforceable under the Kansas Restraint of Trade Act.
If a covenant that is not presumed to be enforceable pursuant to subsection (c) is determined to be overbroad or otherwise not reasonably necessary to protect a business interest of the business entity seeking enforcement of the covenant, the court shall modify the covenant, enforce the covenant as modified and grant only the relief reasonably necessary to protect such interests.
See K.S.A. 50-163(b).
K.S.A. 50-163(e)(6) supports that the Kansas Restraint of Trade Act, including its statutory presumptions and reformation command, does not apply to covenants not to compete.
The Kansas restraint of trade act shall not be construed to apply to: (1) Any association that complies with the provisions and application of article 16 of chapter 17 of the Kansas Statutes Annotated, and amendments thereto, the cooperative marketing act; (2) any association, trust, agreement or arrangement that is governed by the provisions and application of 7 U.S.C. § 291 et seq., the Capper-Volstead act; (3) any corporation organized under the electric cooperative act, K.S.A. 17-4601 et seq., and amendments thereto, or which becomes subject to the electric cooperative act in any manner therein provided; or any limited liability company or corporation, or wholly owned subsidiary thereof, providing electric service at wholesale in the state of Kansas that is owned by four or more electric cooperatives that provide retail service in the state of Kansas; or any member-owned corporation formed prior to 2004; (4) any association that is governed by the provisions and application of article 22 of chapter 17 of the Kansas Statutes Annotated, and amendments thereto, the credit union act; (5) any association, trust, agreement or arrangement that is governed by the provisions and application of 7 U.S.C. § 181 et seq., the packers and stockyards act; and (6) any franchise agreements or covenants not to compete.
See K.S.A. 50-163(e)(6).
Does a tolling or extension-during-breach clause extend a Kansas non-compete?
A Kansas court will likely refuse to enforce a clause that extends a non-compete's restricted period indefinitely during breach and enforcement litigation, as the Kansas Court of Appeals did in Doan Family Corp. v. Arnberger. On a touch screen, a tap shows all 2 sources in this group.
Many templates add a tolling or extension clause so the employer gets the full benefit of the restricted period even if the former employee competes during it. In Doan, the agreement did exactly that, and the Kansas Court of Appeals affirmed the district court's refusal to enforce the tolling provision.
The court's reasoning was about reasonableness, not a technicality. A fixed two-year term was reasonable, but an open-ended extension tied to breach and litigation was not.
No Kansas case approves judicial or equitable extension of a covenant period either, and there is no Kansas Supreme Court decision on tolling. So an employer should treat the drafted, indefinite tolling clause as a serious enforcement risk and should not assume a Kansas court will add lost time back to the restricted period.
An open-ended tolling-during-breach-and-litigation clause in a Kansas non-compete is a serious enforcement risk rather than a safety net. Doan refused to enforce one as an unreasonable, potentially indefinite restraint, so the time such a clause purports to add back may simply not be enforced, while a defined and reasonable fixed term stands on the ground Doan approved. On a touch screen, a tap shows all 2 sources in this group.
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Doan supports that a Kansas court may decline to enforce a non-compete tolling provision that extends the restricted period during breach and litigation.
The district court did not err, however, when it declined to enforce the noncompete clause's tolling provision.
See Doan Family Corp. v. Arnberger, 522 P.3d 364 (Kan. Ct. App. 2022).
Doan supports treating an indefinite extension of an otherwise reasonable restricted period as an unreasonable restraint.
While a two-year period is a reasonable restriction under these facts, an indefinite extension of that period is not a reasonable restraint on Arnberger.
See Doan Family Corp. v. Arnberger, 522 P.3d 364 (Kan. Ct. App. 2022).
How did the 2025 SB 241 amendments change Kansas restrictive-covenant law?
The 2025 amendments to K.S.A. 50-163 conclusively presume certain written non-solicitation covenants enforceable, including an employee's covenant not to solicit material contact customers for up to two years after employment and an owner's covenant not to solicit the entity's employees or owners for up to four years. On a touch screen, a tap shows all 2 sources in this group. They also require a court to modify and enforce an overbroad restrictive covenant governed by K.S.A. 50-163 that falls outside subsection (c)'s presumptions of enforceability, granting only the relief reasonably necessary to protect the business interest . K.S.A. 50-163 also excludes covenants not to compete from the Kansas Restraint of Trade Act .
SB 241 (2025 Kan. Sess. Laws ch. 74, effective July 1, 2025) amended K.S.A. 50-163. The amendments matter most for non-solicitation and owner covenants, which now get conclusive presumptions of enforceability inside defined limits. The statute frames the baseline as a reasonableness standard.
For overbroad covenants that the Act does govern, K.S.A. 50-163 now requires reformation rather than voiding . But the statute carves traditional non-competes out of the Act entirely, alongside franchise agreements . The practical result is that SB 241 did not rewrite Kansas non-compete law; ordinary employee non-competes are still governed by the common-law Weber test.
Do not overstate SB 241 as a non-compete statute. Its conclusive presumptions and statutory reformation command run to non-solicitation and owner covenants, while K.S.A. 50-163 expressly excludes covenants not to compete from the Act, leaving them to the common-law reasonableness analysis. On a touch screen, a tap shows all 2 sources in this group.
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K.S.A. 50-163(c)(5), as amended in 2025, conclusively presumes enforceable an employee covenant not to solicit material contact customers that lasts no more than two years after employment ends.
A covenant in writing in which an employee agrees not to solicit, recruit, induce, persuade, encourage, direct or otherwise interfere with, directly or indirectly, a business entity's customers, including any reduction, termination, acceptance or transfer of any customer's business, in whole or in part, for the purpose of providing any product or service that is competitive with those provided by the employer shall be conclusively presumed to be enforceable and not a restraint of trade if the covenant is limited to material contact customers and the covenant is between an employer and an employee and does not continue for more than two years following the end of the employee's employment with the employer.
See K.S.A. 50-163(c)(5).
K.S.A. 50-163(c)(2) supports the four-year conclusive presumption for an owner covenant not to solicit a business entity's employees or owners.
A covenant in writing in which an owner agrees to not solicit, recruit, induce, persuade, encourage, direct or otherwise interfere with, directly or indirectly, one or more employees or owners of a business entity for the purpose of interfering with the employment or ownership relationship of such employees or owners shall be conclusively presumed to be enforceable and not a restraint of trade if the covenant is between a business entity and an owner of the business entity and the covenant does not continue for more than four years following the end of the owner's business relationship with the business entity.
See K.S.A. 50-163(c)(2).
K.S.A. 50-163(c)(1) supports the statutory baseline that a reasonable restraint of trade is one reasonable under all the facts and circumstances and not contrary to public welfare.
An arrangement, contract, agreement, trust, understanding or combination is a reasonable restraint of trade or commerce if such restraint is reasonable in view of all of the facts and circumstances of the particular case and does not contravene public welfare.
See K.S.A. 50-163(c)(1).
K.S.A. 50-163(b) supports the statute's mandatory reformation of an overbroad covenant that is governed by, but not conclusively presumed enforceable under, the Kansas Restraint of Trade Act.
If a covenant that is not presumed to be enforceable pursuant to subsection (c) is determined to be overbroad or otherwise not reasonably necessary to protect a business interest of the business entity seeking enforcement of the covenant, the court shall modify the covenant, enforce the covenant as modified and grant only the relief reasonably necessary to protect such interests.
See K.S.A. 50-163(b).
K.S.A. 50-163(e)(6) supports that the Kansas Restraint of Trade Act does not apply to covenants not to compete or franchise agreements.
The Kansas restraint of trade act shall not be construed to apply to: (1) Any association that complies with the provisions and application of article 16 of chapter 17 of the Kansas Statutes Annotated, and amendments thereto, the cooperative marketing act; (2) any association, trust, agreement or arrangement that is governed by the provisions and application of 7 U.S.C. § 291 et seq., the Capper-Volstead act; (3) any corporation organized under the electric cooperative act, K.S.A. 17-4601 et seq., and amendments thereto, or which becomes subject to the electric cooperative act in any manner therein provided; or any limited liability company or corporation, or wholly owned subsidiary thereof, providing electric service at wholesale in the state of Kansas that is owned by four or more electric cooperatives that provide retail service in the state of Kansas; or any member-owned corporation formed prior to 2004; (4) any association that is governed by the provisions and application of article 22 of chapter 17 of the Kansas Statutes Annotated, and amendments thereto, the credit union act; (5) any association, trust, agreement or arrangement that is governed by the provisions and application of 7 U.S.C. § 181 et seq., the packers and stockyards act; and (6) any franchise agreements or covenants not to compete.
See K.S.A. 50-163(e)(6).
Are Kansas non-solicitation covenants conclusively presumed enforceable?
A written Kansas covenant in which an employee agrees not to solicit the employer's customers to provide competing products or services is conclusively presumed enforceable if it is limited to material contact customers and lasts no more than two years after the employment ends .
K.S.A. 50-163 sets durational and scope limits that, if met, make the covenant conclusively presumed enforceable and not a restraint of trade. For an employee customer non-solicit, the limits are a two-year cap and a material-contact-customer scope.
The statute defines who counts as a material contact customer, which is the key scope concept for these covenants.
Owner covenants get a longer runway. A written covenant by an owner not to solicit the entity's customers is conclusively presumed enforceable if it is limited to material contact customers and does not run more than four years after the owner's relationship with the business ends .
The presumption is strong but not absolute. Even for a covenant inside a safe harbor, the statute lets the employee or owner raise any available legal or equitable defense for the court to consider .
The statutory safe harbors are covenant-specific. A customer non-solicit limited to material contact customers and capped at two years is conclusively presumed enforceable and not a restraint of trade, and — mapped to the employer's customer-goodwill interest — it is often a more readily enforceable protection than a broad non-compete, which stays on the common-law reasonableness test . A covenant drawn wider than the safe harbor, through an entire-book-of-business scope or a term past two years, forfeits the presumption and falls back to the general reasonableness baseline. The safe harbors do not reach an employer-employee covenant not to recruit coworkers: no conclusive presumption covers that restraint, so a coworker no-recruit clause stands on ordinary reasonableness and holds only where it reaches no further than the employer's interest in workforce stability .
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K.S.A. 50-163(c)(5) supports the conclusive presumption of enforceability for an employee customer non-solicit limited to material contact customers and capped at two years.
A covenant in writing in which an employee agrees not to solicit, recruit, induce, persuade, encourage, direct or otherwise interfere with, directly or indirectly, a business entity's customers, including any reduction, termination, acceptance or transfer of any customer's business, in whole or in part, for the purpose of providing any product or service that is competitive with those provided by the employer shall be conclusively presumed to be enforceable and not a restraint of trade if the covenant is limited to material contact customers and the covenant is between an employer and an employee and does not continue for more than two years following the end of the employee's employment with the employer.
See K.S.A. 50-163(c)(5).
K.S.A. 50-163(g)(2) supports the statutory definition of material contact customer used to scope Kansas non-solicitation covenants.
"Material contact customer" means any customer or prospective customer that is solicited, produced or serviced, directly or indirectly, by the employee or owner at issue or any customer or prospective customer about whom the employee or owner, directly or indirectly, had confidential business or proprietary information or trade secrets in the course of the employee's or owner's relationship with the customer.
See K.S.A. 50-163(g)(2).
K.S.A. 50-163(c)(3) supports the conclusive presumption for an owner customer non-solicit limited to material contact customers and capped at four years.
A covenant in writing in which an owner agrees to not solicit, induce, persuade, encourage, service, direct or otherwise interfere with, directly or indirectly, a business entity's customers, including any reduction, termination, acceptance or transfer of any customer's business, in whole or in part, for the purpose of providing any product or service that is competitive with those provided by the business entity shall be conclusively presumed to be enforceable and not a restraint of trade if the covenant is limited to material contact customers and the covenant does not continue for more than four years following the end of the owner's business relationship with the business entity.
See K.S.A. 50-163(c)(3).
K.S.A. 50-163(c)(7) supports that even where a non-solicitation or owner covenant is conclusively presumed enforceable, the employee or owner may still assert any available legal or equitable defense.
Notwithstanding the presumption of enforceability provided in subsections (c)(2) through (c)(5), an employee or owner shall be permitted to assert any applicable defense available at law or in equity for the court's consideration in a dispute regarding a written covenant.
See K.S.A. 50-163(c)(7).
What consideration supports a Kansas non-compete?
Continued employment of an existing at-will Kansas employee can be sufficient consideration for a non-compete signed after hire, because the Kansas Court of Appeals held in Puritan-Bennett Corp. v. Richter that continued employment should not as a matter of law be disregarded as consideration .
This matters for covenants rolled out mid-employment. In Puritan-Bennett, the Court of Appeals held that an employee's continued employment could support a covenant not to compete and reversed a contrary ruling.
That gives Kansas employers more flexibility than states requiring new, independent consideration such as a bonus or promotion. The covenant still has to be reasonable under Weber; sufficient consideration does not cure an overbroad restraint.
Sources for this answer
Puritan-Bennett supports that continued employment of an at-will employee can be sufficient consideration for a Kansas non-compete signed after hire.
After reviewing these authorities, we hold that continued employment should not as a matter of law be disregarded as consideration sufficient to uphold a covenant not to compete.
See Puritan-Bennett Corp. v. Richter, 8 Kan. App. 2d 311, 657 P.2d 589 (1983).
Do special rules apply to Kansas physician and healthcare non-competes?
In our review of Kansas statutes we found no statute that bans or specially limits non-competes for physicians or other healthcare providers. Kansas courts have enforced physician covenants, holding in Idbeis v. Wichita Surgical Specialists that referral sources are a legitimate interest a medical practice may protect through a restrictive covenant. On a touch screen, a tap shows all 2 sources in this group.
Kansas has no statute banning healthcare non-competes. Two Kansas Supreme Court decisions arose in medical practices and enforced the covenants: Weber On a touch screen, a tap shows all 2 sources in this group. and Idbeis. On a touch screen, a tap shows all 2 sources in this group. Idbeis is the clearest statement that a medical group may protect referral relationships.
A 2026 bill, SB 504, would have banned most post-employment non-competes for physicians and mid-level practitioners, but it died in the 2025 to 2026 legislative session without advancing. It signals legislative interest, not a change in the law, so physician covenants in Kansas are still analyzed under the reasonableness test today.
Do not assume Kansas has adopted a healthcare non-compete ban. The 2026 proposal did not pass, and current law still enforces a reasonable physician covenant, including protection of referral sources .
Sources for this answer
Idbeis supports that Kansas recognizes referral sources as a legitimate interest a medical practice may protect through a restrictive covenant.
In Kansas, however, the law is clear that referral sources are a legitimate interest which can be protected by a restrictive covenant even in the context of a medical practice.
See Idbeis v. Wichita Surgical Specialists, P.A., 279 Kan. 755, 112 P.3d 81 (2005).
Weber enforced the noncompetition covenant and affirmed the trial court's grant of an injunction.
We are required to enforce the noncompetition covenant and affirm the trial court’s grant of an injunction.
See Weber v. Tillman, 259 Kan. 457, 913 P.2d 84 (1996).
Weber arose from an employment contract between two dermatologists that included a covenant not to compete.
Plaintiff employer and defendant employee, both dermatologists, entered into an employment contract which included a covenant not to compete should the employment cease for any reason.
See Weber v. Tillman, 259 Kan. 457, 913 P.2d 84 (1996).
Idbeis held the restrictive covenant in each physician's employment contract enforceable.
In conclusion, the restrictive covenant in each of the plaintiff s employment contracts is enforceable.
See Idbeis v. Wichita Surgical Specialists, P.A., 279 Kan. 755, 112 P.3d 81 (2005).
Are trade-secret and confidentiality protections still available in Kansas?
Kansas employers can still protect trade secrets under the Kansas Uniform Trade Secrets Act, which leaves contractual remedies such as a confidentiality covenant unaffected. On a touch screen, a tap shows all 2 sources in this group.
The Kansas Uniform Trade Secrets Act, K.S.A. 60-3320 et seq., defines a trade secret in terms of independent economic value and reasonable secrecy efforts.
The Act is the exclusive route for trade-secret recovery. In Wolfe Electric, the Kansas Supreme Court held that a tort claim cannot be used to recover for trade-secret misappropriation because the Act preempts it . But the Act reaches only trade secrets, and it preserves contractual remedies, so a confidentiality covenant is the tool for protecting valuable information that does not qualify as a trade secret .
The trade-secret statute does not reach ordinary confidential information. Wolfe Electric confirms the Act is the exclusive remedy for trade-secret misappropriation and reaches only information meeting the statutory definition, so information that falls short of trade-secret status is protected only by a separate, reasonable confidentiality covenant, and an agreement that lumps everything under a trade-secret label leaves its non-secret information unprotected. On a touch screen, a tap shows all 2 sources in this group.
Sources for this answer
K.S.A. 60-3320 supports the Kansas Uniform Trade Secrets Act definition of a trade secret as information with independent economic value that is the subject of reasonable secrecy efforts.
"Trade secret" means information, including a formula, pattern, compilation, program, device, method, technique, or process, that: (i) derives independent economic value, actual or potential, from not being generally known to, and not being readily ascertainable by proper means by, other persons who can obtain economic value from its disclosure or use, and (ii) is the subject of efforts that are reasonable under the circumstances to maintain its secrecy.
See K.S.A. 60-3320(4).
Wolfe Electric supports that the Kansas Uniform Trade Secrets Act is the exclusive remedy for trade-secret misappropriation and preempts tort claims seeking that recovery.
This is error because tort causes of action cannot include a claim to recover for trade secrets; KUTSA is the exclusive remedy.
See Wolfe Electric, Inc. v. Duckworth, 293 Kan. 375, 266 P.3d 516 (2011).
K.S.A. 60-3326 supports that the Kansas Uniform Trade Secrets Act does not displace contractual remedies, leaving a confidentiality covenant available for non-trade-secret information.
This act does not affect: (1) Contractual remedies, whether or not based upon misappropriation of a trade secret;
See K.S.A. 60-3326(b)(1).
How are Kansas sale-of-business and owner covenants treated?
Kansas conclusively presumes enforceable an owner's or seller's written covenant, lasting no more than four years after the owner's business relationship ends, against soliciting the entity's employees or owners to interfere with those relationships or soliciting material contact customers for competing business. On a touch screen, a tap shows all 3 sources in this group. The Kansas restraint of trade act does not apply to covenants not to compete, so a traditional sale-related non-compete falls outside these statutory presumptions .
K.S.A. 50-163 treats owners and sellers differently from rank-and-file employees. An owner who agrees not to recruit the entity's employees or owners is conclusively presumed enforceable for up to four years.
The statute defines owner broadly to include sellers of business assets and equity interests, so a buyer protecting purchased goodwill can use the longer owner runway for solicitation covenants . A pure non-compete tied to a sale still falls outside the Act and is judged under Weber, where courts generally give sale-of-business restraints more latitude than employee restraints.
A 2026 bill, HB 2650, would have voided non-competes on the sale or change in control of an employer, but it also died in the 2025 to 2026 session and is not law.
Sources for this answer
K.S.A. 50-163(c)(2) supports the four-year conclusive presumption for an owner covenant not to solicit a business entity's employees or owners.
A covenant in writing in which an owner agrees to not solicit, recruit, induce, persuade, encourage, direct or otherwise interfere with, directly or indirectly, one or more employees or owners of a business entity for the purpose of interfering with the employment or ownership relationship of such employees or owners shall be conclusively presumed to be enforceable and not a restraint of trade if the covenant is between a business entity and an owner of the business entity and the covenant does not continue for more than four years following the end of the owner's business relationship with the business entity.
See K.S.A. 50-163(c)(2).
K.S.A. 50-163(c)(3) supports the four-year conclusive presumption for an owner covenant not to solicit the business entity's material contact customers.
A covenant in writing in which an owner agrees to not solicit, induce, persuade, encourage, service, direct or otherwise interfere with, directly or indirectly, a business entity's customers, including any reduction, termination, acceptance or transfer of any customer's business, in whole or in part, for the purpose of providing any product or service that is competitive with those provided by the business entity shall be conclusively presumed to be enforceable and not a restraint of trade if the covenant is limited to material contact customers and the covenant does not continue for more than four years following the end of the owner's business relationship with the business entity.
See K.S.A. 50-163(c)(3).
K.S.A. 50-163(g)(3) supports the broad statutory definition of owner, which includes sellers of business assets and equity interests.
"Owner" means a current or former owner or seller of all or any part of the assets of a business entity or any interest in a business entity, including, but not limited to, a partnership interest, a membership interest in a limited liability company or a series limited liability company or any other equity interest or ownership interest.
See K.S.A. 50-163(g)(3).
K.S.A. 50-163(e)(6) provides that the Kansas restraint of trade act shall not be construed to apply to franchise agreements or covenants not to compete.
The Kansas restraint of trade act shall not be construed to apply to: (1) Any association that complies with the provisions and application of article 16 of chapter 17 of the Kansas Statutes Annotated, and amendments thereto, the cooperative marketing act; (2) any association, trust, agreement or arrangement that is governed by the provisions and application of 7 U.S.C. § 291 et seq., the Capper-Volstead act; (3) any corporation organized under the electric cooperative act, K.S.A. 17-4601 et seq., and amendments thereto, or which becomes subject to the electric cooperative act in any manner therein provided; or any limited liability company or corporation, or wholly owned subsidiary thereof, providing electric service at wholesale in the state of Kansas that is owned by four or more electric cooperatives that provide retail service in the state of Kansas; or any member-owned corporation formed prior to 2004; (4) any association that is governed by the provisions and application of article 22 of chapter 17 of the Kansas Statutes Annotated, and amendments thereto, the credit union act; (5) any association, trust, agreement or arrangement that is governed by the provisions and application of 7 U.S.C. § 181 et seq., the packers and stockyards act; and (6) any franchise agreements or covenants not to compete.
See K.S.A. 50-163(e).
What does federal law require a non-compete or confidentiality agreement in Kansas to say about whistleblowers and pay?
An employee confidentiality, non-compete, or invention assignment agreement signed or updated now that governs trade secrets or other confidential information must give the Defend Trade Secrets Act whistleblower-immunity notice, and for employees the National Labor Relations Act covers, Section 7 of that Act protects concerted activity, including joining together over pay and working conditions, that a broad confidentiality clause can restrict. The employer may satisfy the notice duty by cross-referencing a qualifying policy document provided to the employee, but an employer that omits the notice may not be awarded exemplary damages or attorney fees under the Defend Trade Secrets Act in an action against an employee who was not given notice.
The notice describes a federal immunity: an individual cannot be held liable under federal or state trade-secret law for disclosing a trade secret in confidence to a government official or an attorney solely to report or investigate a suspected violation of law, or in a court filing made under seal. For an agreement signed or updated now, the duty to give that notice reaches any agreement with an employee that governs trade secrets or other confidential information, whatever else the agreement does.
Section 7 gives employees the National Labor Relations Act covers a statutory right to engage in concerted activity for mutual aid or protection, including joining together to improve pay and working conditions. For employees the Act covers, the Board's work-rule standard adopted in 2023 makes a rule presumptively unlawful if it has a reasonable tendency to chill employees from exercising their Section 7 rights; an employer can rebut that presumption only by showing a legitimate and substantial business interest it cannot serve with a more narrowly tailored rule. The 2023 standard may change, but the Section 7 right it enforces is statutory. State law may add its own requirements for the same clauses.
A form carried over without the immunity notice, or a cross-reference to a reporting policy the employee never received, leaves the confidentiality clause without a valid notice, so the Act's exemplary damages and attorney fees are unavailable against that employee. A Confidential Information definition that sweeps in pay and working conditions with no carve-out exposes the employer to an unfair-labor-practice finding for employees the Act covers.
Sources for this answer
An individual is immune from criminal and civil liability under federal and state trade-secret law for disclosing a trade secret in confidence to a government official or an attorney solely to report or investigate a suspected violation of law, or in a court filing made under seal.
An individual shall not be held criminally or civilly liable under any Federal or State trade secret law for the disclosure of a trade secret that— (A) is made— (i) in confidence to a Federal, State, or local government official, either directly or indirectly, or to an attorney; and (ii) solely for the purpose of reporting or investigating a suspected violation of law; or (B) is made in a complaint or other document filed in a lawsuit or other proceeding, if such filing is made under seal.
See 18 U.S.C. § 1833(b)(1).
An employer must give notice of the trade-secret whistleblower immunity in any contract or agreement with an employee that governs the use of a trade secret or other confidential information.
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.
See 18 U.S.C. § 1833(b)(3)(A).
An employer complies with the notice requirement by cross-referencing a policy document, provided to the employee, that sets out the employer's reporting policy for a suspected violation of law.
An employer shall be considered to be in compliance with the notice requirement in subparagraph (A) if the employer provides a cross-reference to a policy document provided to the employee that sets forth the employer's reporting policy for a suspected violation of law.
See 18 U.S.C. § 1833(b)(3)(B).
An employer that does not give the required notice may not be awarded exemplary damages or attorney fees in a trade-secret action against an employee who did not receive it.
If an employer does not comply with the notice requirement in subparagraph (A), the employer may not be awarded exemplary damages or attorney fees under subparagraph (C) or (D) of section 1836(b)(3) in an action against an employee to whom notice was not provided.
See 18 U.S.C. § 1833(b)(3)(C).
Section 7 gives employees the right to engage in concerted activities for mutual aid or protection, the statutory basis for keeping discussion of pay and working conditions outside confidentiality restrictions.
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, and shall also have the right to refrain from any or all of such activities except to the extent that such right may be affected by an agreement requiring membership in a labor organization as a condition of employment as authorized in section 158(a)(3) of this title.
See 29 U.S.C. § 157 (NLRA § 7).
The National Labor Relations Board protects the right of private-sector employees, with or without a union, to join together to improve wages, benefits, and working conditions.
Established in 1935, the National Labor Relations Board is an independent federal agency that protects employees from unfair labor practices and protects the right of private sector employees to join together, with or without a union, to improve wages, benefits and working conditions.
See NLRB Office of Public Affairs, news release of Feb. 21, 2023 (agency mission statement).
Under the work-rule standard the Board adopted in 2023, a rule with a reasonable tendency to chill employees from exercising their Section 7 rights is presumptively unlawful unless the employer proves a legitimate and substantial business interest it cannot advance with a more narrowly tailored rule.
Under the new standard adopted in Stericycle, the General Counsel must prove that a challenged rule has a reasonable tendency to chill employees from exercising their rights. If the General Counsel does so, then the rule is presumptively unlawful. However, the employer may rebut the presumption by proving that the rule advances a legitimate and substantial business interest and that the employer is unable to advance that interest with a more narrowly tailored rule.
See Stericycle, Inc., 372 NLRB No. 113 (2023); NLRB Office of Public Affairs, Board Adopts New Standard for Assessing Lawfulness of Work Rules (Aug. 2, 2023).