{ "type": "practice-guide", "canonical": "https://openagreements.org/practice-guides/non-compete/us/new-hampshire", "links": [ { "rel": "self", "href": "https://openagreements.org/practice-guides/non-compete/us/new-hampshire.json", "type": "application/json" }, { "rel": "alternate", "href": "https://openagreements.org/practice-guides/non-compete/us/new-hampshire", "type": "text/html" }, { "rel": "alternate", "href": "https://openagreements.org/practice-guides/non-compete/us/new-hampshire/markdown", "type": "text/markdown" }, { "rel": "alternate", "href": "https://openagreements.org/practice-guides/non-compete/us/new-hampshire/json", "type": "application/json" } ], "data": { "topic": "non-compete", "state": "new-hampshire", "frontmatter": { "title": "Non-Competes in New Hampshire", "description": "New Hampshire enforces reasonable non-competes under a common-law test, but RSA 275:70 creates a pre-acceptance notice rule, RSA 275:70-a voids low-wage employee noncompetes, healthcare statutes void certain geographic practice restrictions, and RSA chapter 350-B preserves trade-secret alternatives.", "state": "New Hampshire", "lastReviewed": "2026-06-02", "license": "CC BY 4.0", "authors": [ "steven-obiajulu" ], "summary": { "enforceability": "payThreshold", "bottomLine": "New Hampshire enforces reasonable non-competes under a three-part common-law test, but voids them for low-wage employees (at or below 200% of the federal minimum wage) and requires pre-acceptance notice to new hires.", "keyLaw": "Smith, Batchelder & Rugg v. Foster, 119 N.H. 679 (1979); RSA 275:70 and RSA 275:70-a", "exceptions": "Low-wage ban (≤200% federal min wage); pre-acceptance notice (RSA 275:70); geographic-practice bans for physicians/nurses/APRNs/podiatrists; sale-of-business", "banEffectiveDate": "APRN health-care ban eff. Aug 23, 2025 (low-wage ban date not stated)", "courtNarrowing": "rewrite", "appliesToContractors": "unclear", "extendedForBreach": "Unsettled — no controlling authority", "maxLength": "No statutory limit", "noticeRequirement": "Before job acceptance or offer-change acceptance", "incomeThreshold": "≤200% federal minimum wage", "saleOfBusiness": "Allowed if reasonable and tied to goodwill/assets", "customerNonSolicit": "Reasonableness test applies", "employeeNonSolicit": "Foster reasonableness test; RSA 275:70-a low-wage ban reaches only the signer's own work" }, "about": [ "New Hampshire non-compete agreements", "RSA 275:70", "RSA 275:70-a", "New Hampshire employee restrictive covenants", "New Hampshire customer non-solicitation agreements", "New Hampshire healthcare non-compete restrictions", "New Hampshire sale-of-business non-competes", "New Hampshire trade secrets" ], "translations": [ { "language": "中文", "status": "planned" }, { "language": "Español", "status": "planned" }, { "language": "Português", "status": "planned" }, { "language": "Deutsch", "status": "planned" } ], "relatedForm": { "slug": "openagreements-restrictive-covenant-new-hampshire" } }, "questions": [ { "slug": "employee-non-compete-enforceability", "label": "Are employee non-competes enforceable in New Hampshire?", "heading": "Are employee non-compete agreements enforceable in New Hampshire?", "answerText": "Yes, if the restraint is reasonable and no statute makes it unenforceable. New Hampshire uses a three-part reasonableness test: the restriction must protect a legitimate employer interest, avoid undue hardship on the employee, and avoid injury to the public interest.", "sources": [ { "id": "foster-three-part-test", "authorityType": "case-law", "tier": "primary-source-backed", "title": "Smith, Batchelder & Rugg v. Foster", "citation": "Smith, Batchelder & Rugg v. Foster, 119 N.H. 679 (1979).", "url": "https://www.courtlistener.com/opinion/2375592/smith-batchelder-rugg-v-foster/", "deepLink": "https://www.courtlistener.com/opinion/2375592/smith-batchelder-rugg-v-foster/#:~:text=In%20scrutinizing%20restrictive%20covenants%2C%20this,injurious%20to%20the%20public%20interest.%E2%80%9D", "proposition": "Foster supplies New Hampshire's three-part reasonableness test for employment restrictive covenants.", "verbatimQuote": "In scrutinizing restrictive covenants, this court employs the following three-pronged test: “[a] restraint on employment is reasonable only if it is no greater than necessary for the protection of the employer’s legitimate interest, does not impose undue hardship on the employee and is not injurious to the public interest.”", "anchor": "https://openagreements.org/practice-guides/non-compete/us/new-hampshire#src-foster-three-part-test" }, { "id": "hobert-reasonable-enforceable", "authorityType": "case-law", "tier": "primary-source-backed", "title": "ACAS Acquisitions (Precitech) Inc. v. Hobert", "citation": "ACAS Acquisitions (Precitech) Inc. v. Hobert, 155 N.H. 381 (2007).", "url": "https://www.courtlistener.com/opinion/2320967/acas-acquisitions-precitech-inc-v-hobert/", "deepLink": "https://www.courtlistener.com/opinion/2320967/acas-acquisitions-precitech-inc-v-hobert/#:~:text=Accordingly%2C%20we%20conclude%20that%20the%20defendant%E2%80%99s%20non%2Dcompetition%20covenant%20was%20reasonable%20and%20enforceable.", "proposition": "Hobert supports enforcement of a New Hampshire non-compete where the court finds the covenant reasonable under the three-part framework.", "verbatimQuote": "Accordingly, we conclude that the defendant’s non-competition covenant was reasonable and enforceable.", "pullQuoteLocator": "Accordingly, we conclude that the defendant’s non-competition covenant was reasonable and enforceable.", "anchor": "https://openagreements.org/practice-guides/non-compete/us/new-hampshire#src-hobert-reasonable-enforceable" } ] }, { "slug": "consideration-after-hire", "label": "Is continued employment enough consideration?", "heading": "Is continued employment enough consideration for a New Hampshire non-compete?", "answerText": "Yes. New Hampshire recognizes continued employment after signing as consideration for a covenant not to compete.", "sources": [ { "id": "foster-continued-employment", "authorityType": "case-law", "tier": "primary-source-backed", "title": "Smith, Batchelder & Rugg v. Foster", "citation": "Smith, Batchelder & Rugg v. Foster, 119 N.H. 679 (1979).", "url": "https://www.courtlistener.com/opinion/2375592/smith-batchelder-rugg-v-foster/", "deepLink": "https://www.courtlistener.com/opinion/2375592/smith-batchelder-rugg-v-foster/#:~:text=Continued%20employment%20after%20signing%20an,not%20to%20compete%20contained%20therein.", "proposition": "Foster supports the rule that continued employment after signing can be consideration for a New Hampshire covenant not to compete.", "verbatimQuote": "Continued employment after signing an employment contract constitutes consideration for a covenant not to compete contained therein.", "anchor": "https://openagreements.org/practice-guides/non-compete/us/new-hampshire#src-foster-continued-employment" }, { "id": "rsa-275-70-notice-gate", "authorityType": "primary-law", "tier": "primary-source-backed", "title": "RSA 275:70", "citation": "RSA 275:70.", "url": "https://gc.nh.gov/rsa/html/XXIII/275/275-70.htm", "proposition": "RSA 275:70 requires pre-acceptance disclosure of a required noncompete to a new employee and makes a nondisclosed noncompete unenforceable.", "verbatimQuote": "A noncompete agreement that has not been disclosed to an employee as required by this section shall not be enforceable against the employee, but all other provisions of any employment, confidentiality, nondisclosure, trade secret, intellectual property assignment, or any other type of employment agreement or provision shall remain in full force and effect.", "anchor": "https://openagreements.org/practice-guides/non-compete/us/new-hampshire#src-rsa-275-70-notice-gate" } ] }, { "slug": "legitimate-interests", "label": "What interests can a non-compete protect?", "heading": "What is a legitimate protectable interest for a New Hampshire non-compete?", "answerText": "Protectable interests include trade secrets, confidential information, special customer influence, employment-developed contacts, goodwill, and a positive business image. Ordinary recruiting and hiring costs are not enough.", "sources": [ { "id": "hobert-legitimate-interests", "authorityType": "case-law", "tier": "primary-source-backed", "title": "ACAS Acquisitions (Precitech) Inc. v. Hobert", "citation": "ACAS Acquisitions (Precitech) Inc. v. Hobert, 155 N.H. 381 (2007).", "url": "https://www.courtlistener.com/opinion/2320967/acas-acquisitions-precitech-inc-v-hobert/", "deepLink": "https://www.courtlistener.com/opinion/2320967/acas-acquisitions-precitech-inc-v-hobert/#:~:text=Legitimate%20interests%20of%20an%20employer,goodwill%20and%20a%20positive%20image.", "proposition": "Hobert lists the legitimate employer interests New Hampshire recognizes in restrictive covenant analysis.", "verbatimQuote": "Legitimate interests of an employer that may be protected from competition include: the employer’s trade secrets that have been communicated to the employee during the course of employment; confidential information other than trade secrets communicated by the employer to the employee, such as information regarding a unique business method; an employee’s special influence over the employer’s customers, obtained during the course of employment; contacts developed during the employment; and the employer’s development of goodwill and a positive image.", "anchor": "https://openagreements.org/practice-guides/non-compete/us/new-hampshire#src-hobert-legitimate-interests" }, { "id": "olsten-recruiting-costs", "authorityType": "case-law", "tier": "primary-source-backed", "title": "National Employment Service Corp. v. Olsten Staffing Service, Inc.", "citation": "National Employment Service Corp. v. Olsten Staffing Service, Inc., 145 N.H. 158 (2000).", "url": "https://www.courtlistener.com/opinion/8092147/national-employment-service-corp-v-olsten-staffing-service-inc/", "deepLink": "https://www.courtlistener.com/opinion/8092147/national-employment-service-corp-v-olsten-staffing-service-inc/#:~:text=Thus%2C%20we%20hold%20that%20although,covenant%20in%20an%20employment%20contract.", "proposition": "Olsten supports the rule that ordinary recruiting and hiring costs are not a legitimate interest protectable by an employment non-compete.", "verbatimQuote": "Thus, we hold that although there may be valid reasons for restrictive covenants, the mere cost associated with recruiting and hiring employees is not a legitimate interest protectable by a restrictive covenant in an employment contract.", "anchor": "https://openagreements.org/practice-guides/non-compete/us/new-hampshire#src-olsten-recruiting-costs" }, { "id": "forbes-patient-goodwill", "authorityType": "case-law", "tier": "primary-source-backed", "title": "Concord Orthopaedics Professional Ass'n v. Forbes", "citation": "Concord Orthopaedics Professional Ass'n v. Forbes, 142 N.H. 440 (1997).", "url": "https://www.courtlistener.com/opinion/8091834/concord-orthopaedics-professional-assn-v-forbes/", "deepLink": "https://www.courtlistener.com/opinion/8091834/concord-orthopaedics-professional-assn-v-forbes/#:~:text=COPA%20has%20a%20legitimate%20interest,capacity%20as%20a%20COPA%20physician.", "proposition": "Forbes supports an employer interest in preventing appropriation of patient goodwill developed through the physician's work for the practice.", "verbatimQuote": "COPA has a legitimate interest in preventing Forbes from appropriating the goodwill of its business, developed in part by Forbes’ contact with patients in his capacity as a COPA physician.", "anchor": "https://openagreements.org/practice-guides/non-compete/us/new-hampshire#src-forbes-patient-goodwill" } ] }, { "slug": "duration-limits", "label": "How narrow must scope, duration, and geography be?", "heading": "How narrow must a New Hampshire non-compete's duration, geography, and customer scope be?", "answerText": "Narrow enough to match the protected interest. Customer and geography limits generally should track the employee's actual sphere of customer influence, and duration should last no longer than needed to protect the employer's goodwill or confidential information.", "sources": [ { "id": "near-customer-sphere", "authorityType": "case-law", "tier": "primary-source-backed", "title": "Merrimack Valley Wood Products, Inc. v. Near", "citation": "Merrimack Valley Wood Products, Inc. v. Near, 152 N.H. 192 (2005).", "url": "https://www.courtlistener.com/opinion/8093022/merrimack-valley-wood-products-inc-v-near/", "deepLink": "https://www.courtlistener.com/opinion/8093022/merrimack-valley-wood-products-inc-v-near/#:~:text=Thus%2C%20the%20restrictive%20covenant%20goes,protect%20the%20plaintiffs%E2%80%99%20legitimate%20interests.", "proposition": "Near supports limiting customer restrictions to the employee's actual sphere of customer goodwill.", "verbatimQuote": "Thus, the restrictive covenant goes far beyond the defendant’s sphere of customer goodwill, and was more restrictive than necessary to protect the plaintiffs’ legitimate interests.", "anchor": "https://openagreements.org/practice-guides/non-compete/us/new-hampshire#src-near-customer-sphere" }, { "id": "forbes-duration-geography", "authorityType": "case-law", "tier": "primary-source-backed", "title": "Concord Orthopaedics Professional Ass'n v. Forbes", "citation": "Concord Orthopaedics Professional Ass'n v. Forbes, 142 N.H. 440 (1997).", "url": "https://www.courtlistener.com/opinion/8091834/concord-orthopaedics-professional-assn-v-forbes/", "deepLink": "https://www.courtlistener.com/opinion/8091834/concord-orthopaedics-professional-assn-v-forbes/#:~:text=A%20restraint%20on%20competition%20must,legitimate%20interest%20in%20its%20goodwill.", "proposition": "Forbes supports tailoring geography and duration to the employer's goodwill interest and the employee's actual patient contact.", "verbatimQuote": "A restraint on competition must be narrowly tailored in both geography and duration to protect COPA’s legitimate interest in its goodwill.", "anchor": "https://openagreements.org/practice-guides/non-compete/us/new-hampshire#src-forbes-duration-geography" } ] }, { "slug": "court-narrowing", "label": "Will courts reform overbroad covenants?", "heading": "Will a New Hampshire court reform an overbroad non-compete?", "answerText": "Yes, but only if the employer proves good faith in the execution of the agreement. New Hampshire courts have power to reform overbroad covenants, but bad-faith presentation can defeat that remedy.", "sources": [ { "id": "near-good-faith-reformation", "authorityType": "case-law", "tier": "primary-source-backed", "title": "Merrimack Valley Wood Products, Inc. v. Near", "citation": "Merrimack Valley Wood Products, Inc. v. Near, 152 N.H. 192 (2005).", "url": "https://www.courtlistener.com/opinion/8093022/merrimack-valley-wood-products-inc-v-near/", "deepLink": "https://www.courtlistener.com/opinion/8093022/merrimack-valley-wood-products-inc-v-near/#:~:text=Courts%20have%20the%20power%20to,execution%20of%20the%20employment%20contract.", "proposition": "Near supports the rule that New Hampshire courts may reform overbroad restrictive covenants only when the employer acted in good faith.", "verbatimQuote": "Courts have the power to reform overly broad restrictive covenants if the employer shows that it acted in good faith in the execution of the employment contract.", "anchor": "https://openagreements.org/practice-guides/non-compete/us/new-hampshire#src-near-good-faith-reformation" }, { "id": "syncom-bad-faith-reformation", "authorityType": "case-law", "tier": "primary-source-backed", "title": "Syncom Industries, Inc. v. Wood", "citation": "Syncom Industries, Inc. v. Wood, 155 N.H. 73 (2007).", "url": "https://www.courtlistener.com/opinion/1896769/syncom-industries-inc-v-wood/", "deepLink": "https://www.courtlistener.com/opinion/1896769/syncom-industries-inc-v-wood/#:~:text=If%20the%20trial%20court%20were,to%20further%20address%20their%20enforceability.", "proposition": "Syncom supports treating first-day pressure and similar duress facts as relevant to whether an overbroad covenant should be reformed.", "verbatimQuote": "If the trial court were to determine that the restrictive covenants could not be reformed due to Syncom’s bad faith, then there would be no need to further address their enforceability.", "anchor": "https://openagreements.org/practice-guides/non-compete/us/new-hampshire#src-syncom-bad-faith-reformation" } ] }, { "slug": "pre-acceptance-notice", "label": "What is the RSA 275:70 notice rule?", "heading": "What is New Hampshire's RSA 275:70 pre-acceptance notice requirement?", "answerText": "RSA 275:70 is the marquee New Hampshire drafting trap. If an employer requires an employee who has not previously worked for the employer to sign a noncompete as a condition of employment, the employer must provide a copy before the employee accepts the offer, and an undisclosed noncompete is not enforceable against the employee.", "sources": [ { "id": "rsa-275-70-preacceptance", "authorityType": "primary-law", "tier": "primary-source-backed", "title": "RSA 275:70", "citation": "RSA 275:70.", "url": "https://gc.nh.gov/rsa/html/XXIII/275/275-70.htm", "proposition": "RSA 275:70 requires a copy of a required noncompete before acceptance of the offer and makes a nondisclosed noncompete unenforceable while preserving other agreement provisions.", "verbatimQuote": "Any employer who requires an employee who has not previously been employed by the employer to execute a noncompete agreement as a condition of employment shall provide a copy of such agreement to the potential employee prior to the employee's acceptance of an offer of employment. A noncompete agreement that has not been disclosed to an employee as required by this section shall not be enforceable against the employee, but all other provisions of any employment, confidentiality, nondisclosure, trade secret, intellectual property assignment, or any other type of employment agreement or provision shall remain in full force and effect.", "anchor": "https://openagreements.org/practice-guides/non-compete/us/new-hampshire#src-rsa-275-70-preacceptance" } ] }, { "slug": "low-wage-employees", "label": "What is the low-wage employee ban?", "heading": "What is New Hampshire's low-wage employee non-compete ban?", "answerText": "RSA 275:70-a prohibits employers from requiring low-wage employees to enter into noncompete agreements. A noncompete with a covered low-wage employee is void and unenforceable.", "sources": [ { "id": "rsa-275-70-a-ban", "authorityType": "primary-law", "tier": "primary-source-backed", "title": "RSA 275:70-a", "citation": "RSA 275:70-a, II(a).", "url": "https://gc.nh.gov/rsa/html/XXIII/275/275-70-a.htm", "proposition": "RSA 275:70-a prohibits requiring a covered low-wage employee to enter into a noncompete agreement.", "verbatimQuote": "No employer shall require a low-wage employee to enter into a noncompete agreement.", "anchor": "https://openagreements.org/practice-guides/non-compete/us/new-hampshire#src-rsa-275-70-a-ban" }, { "id": "rsa-275-70-a-void", "authorityType": "primary-law", "tier": "primary-source-backed", "title": "RSA 275:70-a", "citation": "RSA 275:70-a, II(b).", "url": "https://gc.nh.gov/rsa/html/XXIII/275/275-70-a.htm", "proposition": "RSA 275:70-a makes a noncompete between an employer and a covered low-wage employee void and unenforceable.", "verbatimQuote": "A noncompete agreement entered into between an employer and a low-wage employee shall be void and unenforceable.", "anchor": "https://openagreements.org/practice-guides/non-compete/us/new-hampshire#src-rsa-275-70-a-void" }, { "id": "rsa-275-70-a-threshold", "authorityType": "primary-law", "tier": "primary-source-backed", "title": "RSA 275:70-a", "citation": "RSA 275:70-a, I(b).", "url": "https://gc.nh.gov/rsa/html/XXIII/275/275-70-a.htm", "proposition": "RSA 275:70-a defines low-wage employee by an hourly rate at or below 200 percent of the federal minimum wage.", "verbatimQuote": "(b) \"Low-wage employee\" means an employee who earns an hourly rate less than or equal to 200 percent of the federal minimum wage.", "anchor": "https://openagreements.org/practice-guides/non-compete/us/new-hampshire#src-rsa-275-70-a-threshold" } ] }, { "slug": "healthcare-practitioners", "label": "What healthcare carve-outs apply?", "heading": "What special non-compete rules apply to New Hampshire healthcare practitioners?", "answerText": "New Hampshire statutes void certain post-termination geographic practice restrictions for physicians, nurses, advanced practice registered nurses, and podiatrists. The APRN statute is effective August 23, 2025.", "sources": [ { "id": "rsa-329-31-a-physicians", "authorityType": "primary-law", "tier": "primary-source-backed", "title": "RSA 329:31-a", "citation": "RSA 329:31-a.", "url": "https://gc.nh.gov/rsa/html/XXX/329/329-31-a.htm", "proposition": "RSA 329:31-a voids covered geographic post-termination practice restrictions for New Hampshire physicians.", "verbatimQuote": "Any contract or agreement which creates or established the terms of a partnership, employment, or any other form of professional relationship with a physician licensed by the board to practice in this state, which includes any restriction to the right of such physician to also practice medicine in any geographic area for any period of time after the termination of such partnership, employment, or professional relationship shall be void and unenforceable with respect to said restriction; provided however, that nothing herein shall render void or unenforceable the remaining provision of any such contract or agreement.", "anchor": "https://openagreements.org/practice-guides/non-compete/us/new-hampshire#src-rsa-329-31-a-physicians" }, { "id": "rsa-326-b-45-a-nurses", "authorityType": "primary-law", "tier": "primary-source-backed", "title": "RSA 326-B:45-a", "citation": "RSA 326-B:45-a.", "url": "https://gc.nh.gov/rsa/html/XXX/326-B/326-B-45-a.htm", "proposition": "RSA 326-B:45-a voids covered geographic post-termination practice restrictions for New Hampshire nurses.", "verbatimQuote": "Any contract or agreement which creates or established the terms of a partnership, employment, or any other form of professional relationship with a nurse licensed by the board to practice in this state, which includes any restriction to the right of such nurse to also practice in any geographic area for any period of time after the termination of such partnership, employment, or professional relationship shall be void and unenforceable with respect to said restriction; provided however, that nothing herein shall render void or unenforceable the remaining provision of any such contract or agreement.", "anchor": "https://openagreements.org/practice-guides/non-compete/us/new-hampshire#src-rsa-326-b-45-a-nurses" }, { "id": "rsa-326-b-45-b-aprns", "authorityType": "primary-law", "tier": "primary-source-backed", "title": "RSA 326-B:45-b", "citation": "RSA 326-B:45-b.", "url": "https://gc.nh.gov/rsa/html/XXX/326-B/326-B-45-b.htm", "proposition": "RSA 326-B:45-b voids covered geographic post-termination practice restrictions for New Hampshire advanced practice registered nurses.", "verbatimQuote": "Any contract or agreement which creates or establishes the terms of a partnership, employment, or any other form of professional relationship with an advanced practice registered nurse licensed by the board to practice in this state, which includes any restriction to the right of such advanced practice registered nurse to also practice in any geographic area for any period of time after the termination of such partnership, employment, or professional relationship shall be void and unenforceable with respect to said restriction; provided however, that nothing herein shall render void or unenforceable the remaining provisions of any such contract or agreement.", "anchor": "https://openagreements.org/practice-guides/non-compete/us/new-hampshire#src-rsa-326-b-45-b-aprns" }, { "id": "rsa-315-18-podiatrists", "authorityType": "primary-law", "tier": "primary-source-backed", "title": "RSA 315:18", "citation": "RSA 315:18.", "url": "https://gc.nh.gov/rsa/html/XXX/315/315-18.htm", "proposition": "RSA 315:18 voids covered geographic post-termination practice restrictions for New Hampshire podiatrists.", "verbatimQuote": "Any contract or agreement which creates or established the terms of a partnership, employment, or any other form of professional relationship with a podiatrist licensed by the board to practice in this state, which includes any restriction to the right of such podiatrist to also practice podiatry in any geographic area for any period of time after the termination of such partnership, employment, or professional relationship shall be void and unenforceable with respect to said restriction; provided however, that nothing herein shall render void or unenforceable the remaining provision of any such contract or agreement.", "anchor": "https://openagreements.org/practice-guides/non-compete/us/new-hampshire#src-rsa-315-18-podiatrists" } ] }, { "slug": "sale-of-business", "label": "Are sale-of-business covenants enforceable?", "heading": "Are sale-of-business non-competes enforceable in New Hampshire?", "answerText": "Yes, when the restraint is reasonable and tied to the goodwill or business assets being sold. New Hampshire enforced a sale-of-business covenant that barred motel, restaurant, and resort competition for five years within a 15-mile radius.", "sources": [ { "id": "gosselin-sale-covenant", "authorityType": "case-law", "tier": "primary-source-backed", "title": "Gosselin v. Archibald", "citation": "Gosselin v. Archibald, 121 N.H. 1016 (1981).", "url": "https://www.courtlistener.com/opinion/2059042/gosselin-v-archibald/", "deepLink": "https://www.courtlistener.com/opinion/2059042/gosselin-v-archibald/#:~:text=The%20terms%20of%20the%20agreement%2C,contract%2C%20are%20reasonable%20and%20enforceable.", "proposition": "Gosselin supports enforcement of a five-year, 15-mile sale-of-business non-compete tied to a motel purchase.", "verbatimQuote": "The terms of the agreement, as set forth in the purchase and sale contract, are reasonable and enforceable.", "anchor": "https://openagreements.org/practice-guides/non-compete/us/new-hampshire#src-gosselin-sale-covenant" }, { "id": "atronix-assigned-covenant", "authorityType": "case-law", "tier": "primary-source-backed", "title": "Atronix, Inc. v. Morris", "citation": "Atronix, Inc. v. Morris, 197 A.3d 79 (N.H. 2018).", "url": "https://www.courtlistener.com/opinion/4546183/atronix-inc-v-kenneth-morris-a/", "deepLink": "https://www.courtlistener.com/opinion/4546183/atronix-inc-v-kenneth-morris-a/#:~:text=Because%20we%20conclude%20that%20Morris%E2%80%99s,arguments%20or%20the%20defendants%E2%80%99%20argument", "proposition": "Atronix held that Morris's non-compete agreement was conveyed to the asset-purchase buyer under the plain language of the APA, supporting the buyer's standing to enforce the covenant.", "verbatimQuote": "Because we conclude that Morris’s non-compete agreement was conveyed to the plaintiff under the plain language of section 2.02(a)(xii), we need not address either the plaintiff’s additional arguments or the defendants’ argument", "anchor": "https://openagreements.org/practice-guides/non-compete/us/new-hampshire#src-atronix-assigned-covenant" } ] }, { "slug": "employee-non-solicitation", "label": "How are employee non-solicits treated?", "heading": "How does New Hampshire treat employee non-solicitation covenants?", "answerText": "With no New Hampshire decision squarely on employee anti-raiding in our review, such a covenant would be judged under the same three-part Foster reasonableness test as a non-compete — no greater than necessary to protect a legitimate interest, no undue hardship, and no injury to the public — and Olsten cautions that the mere cost of recruiting and hiring employees is not itself a protectable interest.", "sources": [ { "id": "nh-ens-foster", "authorityType": "case-law", "tier": "primary-source-backed", "title": "Smith, Batchelder & Rugg v. Foster", "citation": "Smith, Batchelder & Rugg v. Foster, 119 N.H. 679 (1979).", "url": "https://www.courtlistener.com/opinion/2375592/smith-batchelder-rugg-v-foster/", "deepLink": "https://www.courtlistener.com/opinion/2375592/smith-batchelder-rugg-v-foster/#:~:text=In%20scrutinizing%20restrictive%20covenants%2C%20this,injurious%20to%20the%20public%20interest.%E2%80%9D", "proposition": "Foster supplies New Hampshire's three-part reasonableness test for employment restrictive covenants.", "verbatimQuote": "In scrutinizing restrictive covenants, this court employs the following three-pronged test: “[a] restraint on employment is reasonable only if it is no greater than necessary for the protection of the employer’s legitimate interest, does not impose undue hardship on the employee and is not injurious to the public interest.”", "anchor": "https://openagreements.org/practice-guides/non-compete/us/new-hampshire#src-nh-ens-foster" }, { "id": "nh-ens-olsten", "authorityType": "case-law", "tier": "primary-source-backed", "title": "National Employment Service Corp. v. Olsten Staffing Service, Inc.", "citation": "National Employment Service Corp. v. Olsten Staffing Service, Inc., 145 N.H. 158 (2000).", "url": "https://www.courtlistener.com/opinion/8092147/national-employment-service-corp-v-olsten-staffing-service-inc/", "deepLink": "https://www.courtlistener.com/opinion/8092147/national-employment-service-corp-v-olsten-staffing-service-inc/#:~:text=Thus%2C%20we%20hold%20that%20although,covenant%20in%20an%20employment%20contract.", "proposition": "Olsten supports the rule that ordinary recruiting and hiring costs are not a legitimate interest protectable by an employment non-compete.", "verbatimQuote": "Thus, we hold that although there may be valid reasons for restrictive covenants, the mere cost associated with recruiting and hiring employees is not a legitimate interest protectable by a restrictive covenant in an employment contract.", "anchor": "https://openagreements.org/practice-guides/non-compete/us/new-hampshire#src-nh-ens-olsten" }, { "id": "nh-ens-rsa-definition", "authorityType": "primary-law", "tier": "primary-source-backed", "title": "RSA 275:70-a", "citation": "RSA 275:70-a, I(c).", "url": "https://gc.nh.gov/rsa/html/XXIII/275/275-70-a.htm", "proposition": "RSA 275:70-a defines a covered noncompete agreement as one restricting the low-wage employee's own work for another employer, so it does not reach an employee anti-raiding covenant.", "verbatimQuote": "“Noncompete agreement” means an agreement between an employer and a low-wage employee that restricts such low-wage employee from performing: (1) Work for another employer for a specified period of time; (2) Work in a specified geographical area; or (3) Work for another employer that is similar to such low-wage employee’s work for the employer who is a party to the agreement.", "date": "2019-09-08", "anchor": "https://openagreements.org/practice-guides/non-compete/us/new-hampshire#src-nh-ens-rsa-definition" } ] }, { "slug": "independent-contractors", "label": "Can independent contractors be bound?", "heading": "Can New Hampshire independent contractors be bound by non-competes?", "answerText": "New Hampshire appellate law in this source set does not supply a settled independent-contractor rule. Treat contractor noncompetes as high-risk restraints that still must satisfy the same concrete-interest and narrow-tailoring principles that govern employee covenants.", "sources": [ { "id": "hobert-legitimate-interests-contractors", "authorityType": "case-law", "tier": "primary-source-backed", "title": "ACAS Acquisitions (Precitech) Inc. v. Hobert", "citation": "ACAS Acquisitions (Precitech) Inc. v. Hobert, 155 N.H. 381 (2007).", "url": "https://www.courtlistener.com/opinion/2320967/acas-acquisitions-precitech-inc-v-hobert/", "deepLink": "https://www.courtlistener.com/opinion/2320967/acas-acquisitions-precitech-inc-v-hobert/#:~:text=The%20first%20step%20in%20determining,protect%20the%20employer%E2%80%99s%20legitimate%20interests.", "proposition": "Hobert supports focusing any contractor non-compete analysis on concrete employer interests such as trade secrets, confidential information, customer influence, contacts, and goodwill.", "verbatimQuote": "The first step in determining the reasonableness of a given restraint is to determine whether the restraint was narrowly tailored to protect the employer’s legitimate interests.", "anchor": "https://openagreements.org/practice-guides/non-compete/us/new-hampshire#src-hobert-legitimate-interests-contractors" }, { "id": "hcc-persuasive-limits", "authorityType": "case-law", "tier": "primary-source-backed", "title": "HCC Specialty Underwriters, Inc. v. Woodbury", "citation": "HCC Specialty Underwriters, Inc. v. Woodbury, 289 F. Supp. 3d 303 (D.N.H. 2018).", "url": "https://www.courtlistener.com/opinion/7328330/hcc-specialty-underwriters-inc-v-woodbury/", "deepLink": "https://www.courtlistener.com/opinion/7328330/hcc-specialty-underwriters-inc-v-woodbury/#:~:text=However%2C%20with%20respect%20to%20Woodbury's,favorable%20balance%20of%20the%20equities.", "proposition": "HCC is a federal District of New Hampshire decision applying New Hampshire law and declined to enjoin the noncompete for want of irreparable injury and a favorable balance of equities.", "verbatimQuote": "However, with respect to Woodbury's breach of the noncompete provisions, HCC has not demonstrated irreparable injury or a favorable balance of the equities.", "anchor": "https://openagreements.org/practice-guides/non-compete/us/new-hampshire#src-hcc-persuasive-limits" }, { "id": "hcc-nondisclosure-granted", "authorityType": "case-law", "tier": "primary-source-backed", "title": "HCC Specialty Underwriters, Inc. v. Woodbury", "citation": "HCC Specialty Underwriters, Inc. v. Woodbury, 289 F. Supp. 3d 303 (D.N.H. 2018).", "url": "https://www.courtlistener.com/opinion/7328330/hcc-specialty-underwriters-inc-v-woodbury/", "deepLink": "https://www.courtlistener.com/opinion/7328330/hcc-specialty-underwriters-inc-v-woodbury/#:~:text=Therefore%2C%20the%20court%20issues%20a,provisions%20of%20the%201996%20Agreement.", "proposition": "HCC issued the narrower nondisclosure injunction even as it denied the noncompete injunction, showing a court will protect confidential information without enforcing the full restraint.", "verbatimQuote": "Therefore, the court issues a preliminary injunction requiring Woodbury to abide by the nondisclosure provisions of the 1996 Agreement.", "anchor": "https://openagreements.org/practice-guides/non-compete/us/new-hampshire#src-hcc-nondisclosure-granted" } ] }, { "slug": "trade-secrets", "label": "What trade-secret alternatives remain?", "heading": "What trade-secret alternatives remain when a New Hampshire non-compete fails?", "answerText": "RSA chapter 350-B remains an important alternative. New Hampshire's trade-secret statute defines trade secrets by independent economic value and reasonable secrecy efforts, authorizes injunctions for actual or threatened misappropriation, and preserves contractual remedies.", "sources": [ { "id": "rsa-350-b-1-definition", "authorityType": "primary-law", "tier": "primary-source-backed", "title": "RSA 350-B:1", "citation": "RSA 350-B:1.", "url": "https://gc.nh.gov/rsa/html/XXXI/350-B/350-B-1.htm", "proposition": "RSA 350-B:1 defines trade secret based on independent economic value from secrecy and reasonable secrecy efforts.", "verbatimQuote": "IV. \"Trade secret\" means information, including a formula, pattern, compilation, program, device, method, technique, or process, that: (a) 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 (b) Is the subject of efforts that are reasonable under the circumstances to maintain its secrecy.", "anchor": "https://openagreements.org/practice-guides/non-compete/us/new-hampshire#src-rsa-350-b-1-definition" }, { "id": "rsa-350-b-2-injunction", "authorityType": "primary-law", "tier": "primary-source-backed", "title": "RSA 350-B:2", "citation": "RSA 350-B:2.", "url": "https://gc.nh.gov/rsa/html/XXXI/350-B/350-B-2.htm", "proposition": "RSA 350-B:2 authorizes injunctive relief for actual or threatened trade-secret misappropriation.", "verbatimQuote": "Actual or threatened misappropriation may be enjoined.", "anchor": "https://openagreements.org/practice-guides/non-compete/us/new-hampshire#src-rsa-350-b-2-injunction" }, { "id": "rsa-350-b-7-contracts", "authorityType": "primary-law", "tier": "primary-source-backed", "title": "RSA 350-B:7", "citation": "RSA 350-B:7, II.", "url": "https://gc.nh.gov/rsa/html/XXXI/350-B/350-B-7.htm", "proposition": "RSA 350-B:7 preserves contractual remedies even when the trade-secret chapter displaces conflicting misappropriation remedies.", "verbatimQuote": "II. This chapter shall not affect: (a) Contractual remedies, whether or not based upon misappropriation of a trade secret; (b) Other civil remedies that are not based upon misappropriation of a trade secret; or (c) Criminal remedies, whether or not based upon misappropriation of a trade secret.", "anchor": "https://openagreements.org/practice-guides/non-compete/us/new-hampshire#src-rsa-350-b-7-contracts" } ] }, { "slug": "extended-for-breach", "label": "Does the restricted period toll during breach?", "heading": "Does a New Hampshire non-compete period pause or extend during breach or litigation?", "answerText": "This is unsettled for employment noncompetes. New Hampshire appellate law in this source set does not squarely decide whether a restricted period pauses during breach, extends while litigation is pending, or whether a contractual extension-during-breach clause is enforceable.", "sources": [ { "id": "gosselin-no-extension", "authorityType": "case-law", "tier": "primary-source-backed", "title": "Gosselin v. Archibald", "citation": "Gosselin v. Archibald, 121 N.H. 1016 (1981).", "url": "https://www.courtlistener.com/opinion/2059042/gosselin-v-archibald/", "deepLink": "https://www.courtlistener.com/opinion/2059042/gosselin-v-archibald/#:~:text=We%20cannot%20agree%20with%20the%20master%E2%80%99s%20extension,the%20covenant%20not%20to%20compete.", "proposition": "Gosselin rejects extending a written covenant duration absent ambiguity or evidence of party intent, supporting caution on New Hampshire tolling or extension remedies.", "verbatimQuote": "We cannot agree with the master’s extension of the time limitation of the covenant not to compete.", "pullQuoteLocator": "We cannot agree with the master’s extension|the covenant not to compete.", "anchor": "https://openagreements.org/practice-guides/non-compete/us/new-hampshire#src-gosselin-no-extension" }, { "id": "near-reformation-narrowing", "authorityType": "case-law", "tier": "primary-source-backed", "title": "Merrimack Valley Wood Products, Inc. v. Near", "citation": "Merrimack Valley Wood Products, Inc. v. Near, 152 N.H. 192 (2005).", "url": "https://www.courtlistener.com/opinion/8093022/merrimack-valley-wood-products-inc-v-near/", "deepLink": "https://www.courtlistener.com/opinion/8093022/merrimack-valley-wood-products-inc-v-near/#:~:text=Courts%20have%20the%20power%20to,execution%20of%20the%20employment%20contract.", "proposition": "Near supports reformation as a good-faith-gated remedy for overbroad restrictive covenants, not a general duration-extension rule.", "verbatimQuote": "Courts have the power to reform overly broad restrictive covenants if the employer shows that it acted in good faith in the execution of the employment contract.", "anchor": "https://openagreements.org/practice-guides/non-compete/us/new-hampshire#src-near-reformation-narrowing" }, { "id": "syncom-reformation-open", "authorityType": "case-law", "tier": "primary-source-backed", "title": "Syncom Industries, Inc. v. Wood", "citation": "Syncom Industries, Inc. v. Wood, 155 N.H. 73 (2007).", "url": "https://www.courtlistener.com/opinion/1896769/syncom-industries-inc-v-wood/", "deepLink": "https://www.courtlistener.com/opinion/1896769/syncom-industries-inc-v-wood/#:~:text=Finally%2C%20as%20the%20defendants%20have,are%20open%20to%20possible%20reformation.", "proposition": "Syncom treats geographic and temporal scope as open to possible reformation after finding the covenants overbroad, supporting the distinction between narrowing and asserting a tolling rule.", "verbatimQuote": "Finally, as the defendants have challenged both the geographic and temporal scope of the restrictive covenants, and have properly preserved those challenges, both aspects of the covenants are open to possible reformation.", "anchor": "https://openagreements.org/practice-guides/non-compete/us/new-hampshire#src-syncom-reformation-open" } ] } ] } }