non-compete-analysis

name	non-compete-analysis
description	Analyze non-compete and restrictive covenant agreements for enforceability and risk
disable-model-invocation	true

Configuration

Read .jobops/config.json. If missing, stop with:

JOBOPS NOT CONFIGURED Run /jobops:setup to initialize your workspace.

Use config.directories.<key> for all file paths in this skill. Use config.preferences.cultural_profile if this skill generates resume-style content. Use config.preferences.default_jurisdiction if this skill has jurisdiction-sensitive logic (crisis/legal skills accept --jurisdiction=<ISO-3166-2> to override).

Default Jurisdiction: Ontario, Canada

This command defaults to Ontario, Canada employment law framework.

Ontario Non-Compete Ban (Bill 27, 2021)

CRITICAL: As of October 25, 2021, non-compete agreements are VOID and UNENFORCEABLE in Ontario for most employees.

What This Means:

• Non-compete clauses: VOID - You can generally work for competitors immediately
• Non-solicitation of customers: ENFORCEABLE if reasonable in scope and duration
• Non-solicitation of employees: ENFORCEABLE if reasonable in scope and duration
• Confidentiality/NDA: ENFORCEABLE - Trade secrets and confidential information remain protected
• Non-disparagement: ENFORCEABLE

Exceptions (Where Non-Competes May Still Apply):

1. C-Suite Executives: CEO, President, CFO, COO, CIO, CTO, CLO, and similar chief executive positions
2. Sale of Business: Non-competes tied to sale of a business remain enforceable
3. Agreements Before Oct 25, 2021: May still be challenged but were not retroactively voided

Fiduciary Employees: Even without non-competes, senior employees with fiduciary duties may have common law obligations that restrict competitive activities.

For US users: Specify --jurisdiction=CA (California), --jurisdiction=TX (Texas), etc. US enforceability varies dramatically by state.

Important Disclaimers

CRITICAL: Read these disclaimers ALOUD to the user at session start:

1. Not Legal Advice: This analysis is educational and strategic, NOT legal advice. Non-compete enforceability is highly jurisdiction-specific and fact-dependent. For binding legal opinions, the user MUST consult a licensed employment attorney in their jurisdiction.

2. No Guarantee of Accuracy: Laws change frequently. State legislatures and courts regularly modify non-compete enforceability standards. This analysis reflects general principles but may not capture recent changes.

3. Individual Circumstances Matter: Enforceability depends on specific facts including your role, access to confidential information, the employer's legitimate business interests, and the exact language of your agreement. Generic analysis cannot substitute for individualized legal review.

4. High-Stakes Decision: Violating an enforceable restrictive covenant can result in injunctions, damages, and attorney fee liability. When in doubt, consult an attorney before taking action.

5. Preserve Documents: Keep copies of all employment agreements, offer letters, and related documents in a personal location separate from employer systems.

Modes of Operation

Parse the arguments:

• $1: Agreement file path (required unless already loaded)
• --jurisdiction=XX: Jurisdiction code for analysis (default: ON for Ontario)
  • Ontario: --jurisdiction=ON (default)
  • US states: --jurisdiction=CA, --jurisdiction=TX, etc.
• --target-opportunity: Enables specific opportunity risk analysis mode

If --jurisdiction not provided, default to Ontario. If agreement clearly specifies a different jurisdiction (e.g., US state in choice of law), ask user to confirm which jurisdiction to analyze.

Input Documents

Argument Handling:

• If $1 is provided: Load specified agreement file
• If $1 not provided: Ask user to provide agreement text or file

Accepted Document Types:

• Employment agreements
• Offer letters with restrictive covenants
• Standalone non-compete agreements
• Confidentiality/NDA agreements
• Separation agreements
• Employee handbooks (relevant sections)
• Amendment or modification letters
• Stock option agreements with restrictive provisions

Phase 1: Agreement Parsing

1.1 Load and Identify Document

@$1

Read the provided document and identify:

• Document type and date
• Parties to the agreement
• State(s) referenced (governing law, venue, parties' locations)
• Amendment history if visible

1.2 Extract All Restrictive Covenants

Create a comprehensive inventory of all restrictive provisions:

RESTRICTIVE COVENANT INVENTORY
==============================

| # | Covenant Type | Duration | Geographic Scope | Triggering Event | Section Reference |
|---|---------------|----------|------------------|------------------|-------------------|
| 1 | [Type] | [Time] | [Geography] | [When it starts] | [Section #] |

1.3 Detailed Provision Extraction

For each covenant identified, extract the EXACT language and key parameters:

1.3.1 Non-Compete Clause

NON-COMPETE PROVISION
=====================
Exact Language: "[Quote verbatim from agreement]"

Parameters:
- Duration: [X months/years]
- Geographic Scope: [Specific territory, radius, or market definition]
- Prohibited Activities: [What exactly is forbidden]
- Competitor Definition: [How competitors are defined, if at all]
- Exceptions: [Any carved-out activities]
- Triggering Event: [Termination for cause, voluntary resignation, etc.]

1.3.2 Non-Solicitation of Customers

CUSTOMER NON-SOLICITATION PROVISION
====================================
Exact Language: "[Quote verbatim]"

Parameters:
- Duration: [X months/years]
- Covered Customers: [Definition - all customers, those you worked with, etc.]
- Prohibited Activities: [Solicit, accept business from, contact, etc.]
- Lookback Period: [Customers from last X months/years]
- Geographic Limitations: [If any]

1.3.3 Non-Solicitation of Employees

EMPLOYEE NON-SOLICITATION PROVISION
====================================
Exact Language: "[Quote verbatim]"

Parameters:
- Duration: [X months/years]
- Covered Employees: [All employees, direct reports, department, etc.]
- Prohibited Activities: [Solicit, recruit, hire, induce to leave, etc.]
- Exceptions: [General advertising, employee-initiated contact, etc.]

1.3.4 Non-Disclosure/Confidentiality

CONFIDENTIALITY PROVISION
=========================
Exact Language: "[Quote key paragraphs]"

Parameters:
- Duration: [X years, indefinite, or tied to trade secret status]
- Definition of Confidential Information: [Broad or narrow]
- Carve-outs: [Public info, independently developed, required by law, etc.]
- Return/Destruction Obligations: [Requirements on termination]
- Survival: [Does it survive employment termination?]

1.3.5 Non-Disparagement

NON-DISPARAGEMENT PROVISION
============================
Exact Language: "[Quote verbatim]"

Parameters:
- Scope: [Oral, written, social media, etc.]
- Protected Parties: [Company only, officers, employees, products, etc.]
- Exceptions: [Legal proceedings, government agencies, truthful statements, etc.]
- Mutuality: [Is employer also bound?]

1.3.6 Invention Assignment

INVENTION ASSIGNMENT PROVISION
==============================
Exact Language: "[Quote verbatim]"

Parameters:
- Scope: [All inventions, related to business, using company resources, etc.]
- Time Period: [During employment, X months after, etc.]
- Prior Inventions: [Excluded list attached?]
- Disclosure Obligations: [Must disclose inventions to employer?]
- State Law Carve-outs: [CA, WA, IL, etc. have statutory protections]

1.3.7 Garden Leave Provisions

GARDEN LEAVE PROVISION
======================
Exact Language: "[Quote verbatim if present]"

Parameters:
- Duration: [X weeks/months]
- Compensation: [Full salary, pro-rated, benefits?]
- Duties During: [Available for consultation, no duties, etc.]
- Relationship to Non-Compete: [Does garden leave count toward restriction period?]

1.3.8 Choice of Law and Venue

GOVERNING LAW PROVISION
=======================
Governing Law: [State]
Venue: [Courts specified]
Arbitration: [Required? Where? Rules?]
Jury Waiver: [Present?]

1.3.9 Severability

SEVERABILITY PROVISION
======================
Type: [None, Strike-invalid-terms, Blue-pencil, Reformation]
Language: "[Quote if present]"

Significance: [Whether court can modify overbroad terms vs. striking entirely]

Phase 2: Jurisdiction-Specific Enforceability Analysis

2.1 Ontario Analysis (Default)

If jurisdiction is Ontario (default), apply Ontario-specific analysis:

ONTARIO ENFORCEABILITY ANALYSIS
===============================

EMPLOYEE STATUS:
- [ ] Regular employee (non-executive) → Non-compete VOID
- [ ] C-Suite executive (CEO/CFO/COO/CIO/CTO/etc.) → Non-compete may be enforceable
- [ ] Agreement tied to sale of business → Non-compete may be enforceable

AGREEMENT DATE:
- Signed on/after Oct 25, 2021: Bill 27 applies - non-compete void for non-executives
- Signed before Oct 25, 2021: Pre-existing agreement - may still be challengeable

COVENANT-BY-COVENANT ANALYSIS (Ontario):
| Covenant Type | Enforceable? | Notes |
|---------------|--------------|-------|
| Non-Compete | VOID (unless exception) | Bill 27 Working for Workers Act |
| Non-Solicitation (Customers) | Yes, if reasonable | Must be limited in scope/duration |
| Non-Solicitation (Employees) | Yes, if reasonable | Must be limited in scope/duration |
| Confidentiality/NDA | Yes | Trade secrets remain protected |
| Non-Disparagement | Yes | Standard enforcement |
| Invention Assignment | Yes | Must comply with IP laws |

FIDUCIARY ANALYSIS (for senior employees):
Even if not C-Suite, senior employees may have common law fiduciary duties:
- Did employee have authority to bind company?
- Access to strategic/confidential information?
- Position of trust requiring loyalty?
→ Fiduciary duties may impose restrictions similar to non-competes

Ontario-Specific Recommendations:

• If non-executive: Non-compete clause is likely unenforceable; focus on non-solicitation and NDA
• If C-Suite: Full analysis required; non-compete may be enforceable
• If uncertain status: Seek legal clarification on whether role qualifies as "executive"

2.2 US State Classification (For US Users)

For US jurisdictions, classify the state into enforcement categories:

US STATE ENFORCEMENT CLASSIFICATION
===================================

TARGET STATE: [State from --jurisdiction flag]
AGREEMENT'S CHOICE OF LAW: [If different]
CONFLICT ANALYSIS: [If applicable]

Category 1: US States That Ban Non-Competes (Generally Unenforceable)

State	Status	Key Details
California	Complete Ban	Business & Professions Code 16600; void and unenforceable
North Dakota	Complete Ban	NDCC 9-08-06; void as restraint of trade
Oklahoma	Complete Ban	15 O.S. 219A; limited exceptions for sale of business
Minnesota	Ban (2023+)	Effective July 1, 2023; applies to agreements signed after that date
Colorado	Near-Ban (2022+)	Banned for workers earning < $123K (2024); criminal penalties

Category 2: US States With Strong Limitations

State	Limitations	Key Details
Washington	Income threshold	Banned for employees earning < $116,593 (2024); 18-month max
Oregon	Income threshold	Banned for employees earning < $113,241 (2024); 18-month max
Illinois	Income threshold	Banned for employees earning < $75,000 (increasing annually)
Massachusetts	Garden leave required	Must pay 50% of salary during restriction; 12-month max
Maine	Notice required	Must disclose before offer acceptance
Maryland	Wage threshold	Unenforceable against employees earning < $15/hour
Virginia	Low-wage ban	Unenforceable against employees earning < $73,320

Category 3: US States That Generally Enforce (With Reasonableness Requirements)

State	Enforcement Approach	Key Factors
Florida	Employer-friendly	Rebuttable presumption of reasonableness; up to 2 years typically OK
Texas	Enforces with modifications	Must be ancillary to enforceable agreement
Georgia	Enforces post-2011	Statutory reform; requires specificity
Ohio	Reasonableness test	Traditional analysis: legitimate interest, reasonable scope
Pennsylvania	Reasonableness test	Three-prong test
New York	Currently enforces	Strict reasonableness test
New Jersey	Enforces carefully	Courts willing to blue-pencil

2.3 Recent Legal Developments

IMPORTANT: Conduct web research to verify current status:

Search queries to execute:

1. "[State] non-compete law 2025"
2. "FTC non-compete rule [current year]"
3. "[State] non-compete legislation pending"

FTC Non-Compete Rule Analysis:

• Note the FTC's attempted federal ban on non-competes
• Current status: [Research current status - litigation outcomes, effective dates]
• Impact on analysis: [How this affects the specific agreement]

2.4 Choice of Law Conflicts

If agreement specifies a different state than where employee works:

CHOICE OF LAW CONFLICT ANALYSIS
================================

Agreement Specifies: [State]
Employee Works In: [State]
Employee Resides In: [State]

Analysis:
- [Work state's] public policy on non-competes: [Description]
- Does [work state] have strong public policy against enforcement? [Yes/No]
- Likelihood court applies [agreement state] law: [High/Medium/Low]
- Likelihood court applies [work state] law: [High/Medium/Low]

Precedent: [Cite relevant cases if known]

Phase 3: Enforceability Factor Analysis

3.1 Time Restriction Reasonableness

DURATION ANALYSIS
=================

Agreement Duration: [X months/years]

Reasonableness Assessment:
| Duration | General Assessment | Notes |
|----------|-------------------|-------|
| 6 months or less | Usually reasonable | Low litigation risk |
| 6-12 months | Typically reasonable | Standard for most roles |
| 12-18 months | Often reasonable | May require strong justification |
| 18-24 months | Borderline | Often challenged; requires exceptional circumstances |
| 24+ months | Likely overbroad | High chance of modification or invalidity |

Applicable Duration for This Agreement: [Assessment]
Comparison to Industry Standards: [Research similar roles]

3.2 Geographic Scope Reasonableness

GEOGRAPHIC ANALYSIS
===================

Agreement Geography: [Exact scope from agreement]

Type of Restriction:
- [ ] Specific radius (X miles from office)
- [ ] Named territories (specific cities/states/regions)
- [ ] Market-based (wherever employer does business)
- [ ] Nationwide
- [ ] Worldwide
- [ ] No geographic limitation specified

Reasonableness Assessment:
- Employer's actual business footprint: [Research]
- Employee's work territory: [From interview/documents]
- Industry geographic norms: [Research]
- Assessment: [Reasonable / Overbroad / Unclear]

3.3 Scope of Prohibited Activities

ACTIVITY SCOPE ANALYSIS
=======================

Agreement Prohibits: [List all prohibited activities]

Scope Assessment:
| Factor | Assessment |
|--------|------------|
| Limits to specific job functions? | [Yes - Narrow / No - Broad] |
| Defines "competing business" clearly? | [Yes / No / Vague] |
| Includes all competitors or only direct? | [Description] |
| Prohibits work in ANY capacity? | [Yes (overbroad) / No (specific roles)] |
| Includes non-competing roles at competitors? | [Yes (overbroad) / No] |

Overall Scope Assessment: [Narrow / Reasonable / Broad / Overbroad]

3.4 Legitimate Business Interest

LEGITIMATE BUSINESS INTEREST ANALYSIS
======================================

Interests Employer May Assert:
- [ ] Trade secrets: [Evidence of access?]
- [ ] Confidential business information: [Specifics?]
- [ ] Customer relationships: [Employee's customer access?]
- [ ] Specialized training: [Investment employer made?]
- [ ] Unique skills imparted: [Beyond general industry skills?]

Employee's Access Assessment:
| Information Type | Access Level | Evidence |
|------------------|--------------|----------|
| Trade secrets | [High/Med/Low/None] | [Details] |
| Customer lists/relationships | [High/Med/Low/None] | [Details] |
| Strategic plans | [High/Med/Low/None] | [Details] |
| Pricing/cost information | [High/Med/Low/None] | [Details] |
| Proprietary methods | [High/Med/Low/None] | [Details] |

Legitimate Interest Assessment: [Strong / Moderate / Weak / None]

3.5 Consideration Analysis

CONSIDERATION ANALYSIS
======================

When Was Agreement Signed?
- [ ] At initial hire (before employment started)
- [ ] During employment (after start date)
- [ ] At termination (separation agreement)

Consideration Provided:
| Consideration Type | Value | Timing | Adequate? |
|-------------------|-------|--------|-----------|
| Initial employment | N/A if at-hire | At hire | [Usually adequate in Ontario] |
| Continued employment | [Duration] | Mid-employment | [Ontario: usually adequate with fresh consideration] |
| Promotion | [Details] | [When] | [Usually yes] |
| Raise | [Amount] | [When] | [Usually yes] |
| Bonus | [Amount] | [When] | [Usually yes] |
| Stock/equity | [Value] | [When] | [Usually yes] |
| Severance | [Amount] | Separation | [Usually yes] |

**Ontario Note**: In Ontario, non-compete consideration is largely moot since non-competes are void for non-executives under Bill 27. For enforceable covenants (non-solicitation, NDA), fresh consideration is generally required for mid-employment changes.

**US State Rules**: Consideration requirements vary significantly by state (some accept continued employment, others require independent consideration).

Consideration Assessment: [Adequate / Questionable / Inadequate / N/A (Ontario non-compete)]

3.6 Hardship Analysis

EMPLOYEE HARDSHIP ASSESSMENT
============================

Impact on Employee:
- Ability to earn living in chosen profession: [Description]
- Duration of income disruption: [Estimate]
- Specialized skills with limited alternative application: [Yes/No]
- Geographic limitation impact: [Description]
- Industry concentration: [Few employers vs. many]

Balancing Test:
- Employer's legitimate interest strength: [High/Med/Low]
- Employee hardship severity: [High/Med/Low]
- Public interest considerations: [Description]
- Overall balance: [Favors enforcement / Favors employee / Balanced]

Phase 4: Risk Assessment Matrix

4.1 Activity Risk Classification

Create a comprehensive risk matrix for potential activities:

ACTIVITY RISK MATRIX
====================

HIGH RISK (Likely Violation) - Avoid Without Legal Counsel
-----------------------------------------------------------
| Activity | Risk Level | Rationale |
|----------|------------|-----------|
| Same role at direct competitor in same geography | CRITICAL | Direct violation of typical non-compete |
| Soliciting former employer's customers | CRITICAL | Violates non-solicitation |
| Recruiting former colleagues | HIGH | Violates employee non-solicitation |
| Using confidential information | CRITICAL | Violates NDA; potential trade secret claim |
| Disparaging former employer publicly | HIGH | Violates non-disparagement |

MEDIUM RISK (Potentially Defensible) - Proceed With Caution
-------------------------------------------------------------
| Activity | Risk Level | Rationale |
|----------|------------|-----------|
| Different role at competitor | MEDIUM | May argue outside non-compete scope |
| Adjacent industry (not direct competitor) | MEDIUM | Depends on competitor definition |
| Same role, different geography | MEDIUM | May be outside geographic scope |
| Customer contacts you (unsolicited) | MEDIUM | Defense available but fact-intensive |
| Passive recruitment (LinkedIn profile) | MEDIUM | Generally not "solicitation" |

LOW RISK (Generally Safe) - Reasonable to Proceed
-------------------------------------------------
| Activity | Risk Level | Rationale |
|----------|------------|-----------|
| Non-competing company, different industry | LOW | Clearly outside scope |
| Different function at any company | LOW | Outside activity restrictions |
| General industry knowledge application | LOW | Not confidential information |
| Networking without solicitation | LOW | Protected activity |
| Waiting out restriction period | SAFE | No violation |

SAFE ACTIVITIES (Clearly Carved Out)
-------------------------------------
| Activity | Basis |
|----------|-------|
| [From agreement exceptions] | [Citation] |
| [Activities clearly outside scope] | [Analysis] |

4.2 Enforcement Likelihood Assessment

ENFORCEMENT LIKELIHOOD ASSESSMENT
=================================

FACTORS INCREASING ENFORCEMENT LIKELIHOOD:
| Factor | Present? | Notes |
|--------|----------|-------|
| Senior executive with significant access | [Yes/No] | |
| Customer-facing role with key relationships | [Yes/No] | |
| Access to trade secrets/proprietary info | [Yes/No] | |
| Recent high-value customers/deals | [Yes/No] | |
| Going to direct competitor | [Yes/No] | |
| Same geography | [Yes/No] | |
| Short time since departure | [Yes/No] | |
| High-profile industry/visible move | [Yes/No] | |
| Employer history of enforcement | [Yes/No/Unknown] | |

FACTORS DECREASING ENFORCEMENT LIKELIHOOD:
| Factor | Present? | Notes |
|--------|----------|-------|
| Junior role with limited access | [Yes/No] | |
| Low litigation resources of employer | [Yes/No/Unknown] | |
| Agreement is overbroad/likely unenforceable | [Yes/No] | |
| Long time since departure | [Yes/No] | |
| Different role/function | [Yes/No] | |
| Different geography | [Yes/No] | |
| Small potential damages | [Yes/No] | |
| Agreement signed without consideration | [Yes/No] | |

OVERALL ENFORCEMENT LIKELIHOOD: [High / Medium / Low]

Phase 5: Target Opportunity Analysis

Activated when --target-opportunity flag is used

If user has a specific opportunity, analyze the overlap:

5.1 Opportunity Details Gathering

Ask the user:

1. "What is the target company name and what do they do?"
2. "What role/title would you have?"
3. "What would be your primary responsibilities?"
4. "Where would you be located/working?"
5. "Would you be working with any of your former employer's customers?"
6. "Would you be recruiting any former colleagues?"

5.2 Overlap Analysis

TARGET OPPORTUNITY RISK ANALYSIS
================================

Target Company: [Name]
Target Role: [Title]
Target Location: [Geography]

COMPETITOR ANALYSIS:
- Is target a direct competitor? [Yes/No/Arguably]
- Same industry? [Yes/No]
- Same products/services? [Yes/No/Overlap]
- Same customer base? [Yes/No/Overlap]
- How would former employer characterize this? [Assessment]

ACTIVITY OVERLAP:
- Same job function? [Yes/No/Similar]
- Similar responsibilities? [Yes/No/Some]
- Using same skills? [Yes - general / Yes - proprietary / No]
- Customer relationship risk? [High/Med/Low/None]

GEOGRAPHIC OVERLAP:
- Within restricted geography? [Yes/No/Arguably]
- Same market area? [Yes/No]
- Customer overlap geography? [Assessment]

OVERALL OPPORTUNITY RISK: [High / Medium / Low]

5.3 Specific Risk Factors for This Opportunity

OPPORTUNITY-SPECIFIC RISKS
==========================

| Risk Factor | Assessment | Mitigation Available? |
|-------------|------------|----------------------|
| Direct competition | [Level] | [Options] |
| Customer overlap | [Level] | [Options] |
| Role similarity | [Level] | [Options] |
| Geographic overlap | [Level] | [Options] |
| Timing (how soon) | [Level] | [Options] |
| Visibility of move | [Level] | [Options] |

RECOMMENDATION FOR THIS OPPORTUNITY:
[Detailed recommendation with risk factors]

Phase 6: Carve-Out Identification

6.1 Explicit Exceptions in Agreement

EXPLICIT CARVE-OUTS
===================

From Non-Compete:
- [Exception 1]: [Exact language]
- [Exception 2]: [Exact language]

From Non-Solicitation:
- [Exception 1]: [Exact language]

From NDA:
- [Exception 1]: [Exact language]
- Public information: [Scope]
- Prior knowledge: [Scope]

6.2 Implicit Safe Harbors

IMPLICIT SAFE HARBORS
=====================

Based on agreement scope limitations:
| Activity Type | Why It's Safe | Confidence |
|---------------|---------------|------------|
| [Activity] | [Reasoning] | [High/Med] |

Based on enforceability issues:
| Activity Type | Why It May Be Safe | Confidence |
|---------------|-------------------|------------|
| [Activity] | [Reasoning] | [Med/Low] |

6.3 Time-Based Opportunities

TIMELINE FOR RESTRICTION EXPIRATION
===================================

| Covenant Type | Expiration Date | Activities Unlocked |
|---------------|-----------------|---------------------|
| Non-compete | [Date] | [Activities] |
| Customer non-solicit | [Date] | [Activities] |
| Employee non-solicit | [Date] | [Activities] |
| NDA (if time-limited) | [Date or "Perpetual"] | [Activities] |

Phase 7: Strategic Options

7.1 Negotiation/Modification Strategies

Before Signing a New Job:

NEGOTIATION OPPORTUNITIES WITH NEW EMPLOYER
============================================

1. Request Covenant Waiver/Release from Current Employer
   - Approach: [Strategy]
   - Likelihood of success: [Assessment]
   - Who to approach: [HR, Legal, Manager]

2. Negotiate Scope Narrowing
   - Geography reduction: [Ask for specific territory carve-out]
   - Duration reduction: [Ask to reduce time period]
   - Activity scope: [Ask for role-specific limitations]
   - Customer carve-outs: [Exclude specific customers or segments]

3. New Employer Indemnification
   - Request that new employer agree to defend any claims
   - Negotiate legal defense coverage
   - Consider requiring as condition of acceptance

4. Garden Leave Request
   - Ask for paid transition period
   - Offer value during leave (consulting, transition)
   - Count toward restriction satisfaction

7.2 Risk Mitigation Tactics

RISK MITIGATION ACTIONS
=======================

BEFORE DEPARTURE:
- [ ] Return all company property and documents
- [ ] Do not download, copy, or retain confidential information
- [ ] Do not forward work documents to personal email
- [ ] Document that you returned everything (get receipt)
- [ ] Preserve your own personal contacts developed before employment
- [ ] Identify customers who were pre-existing relationships

DURING JOB SEARCH:
- [ ] Do not discuss former employer's confidential information
- [ ] Do not use proprietary methods or processes
- [ ] Keep notes demonstrating independent work
- [ ] Consider disclosing non-compete to potential employers early

AT NEW EMPLOYER:
- [ ] Do not bring any materials from former employer
- [ ] Use only public information about former employer
- [ ] Document that you're developing approaches independently
- [ ] Avoid customers from former employer during restriction
- [ ] Do not recruit former colleagues
- [ ] Screen inbound employee applications for former colleagues

ONGOING PROTECTION:
- [ ] Keep records of independent work and original development
- [ ] Document customer relationships that pre-existed employment
- [ ] Maintain separation from former employer's methods
- [ ] If customers approach you, document that contact was unsolicited

7.3 Geographic Strategies

GEOGRAPHIC RISK MITIGATION
==========================

If Geographic Restriction is Limited:
- Opportunity locations outside restricted area: [List]
- Remote work implications: [Analysis]
- Relocation options: [Considerations]

If Geographic Restriction is Broad:
- Arguments for unenforceability: [Overbreadth arguments]
- Employer's actual market vs. restriction: [Comparison]
- Practical enforcement challenges: [Analysis]

Phase 8: Enforcement Reality Check

8.1 Employer Enforcement Likelihood

EMPLOYER ENFORCEMENT ASSESSMENT
================================

EMPLOYER CHARACTERISTICS:
- Company size/resources: [Large/Medium/Small]
- Litigation history (if known): [Aggressive/Moderate/Rare]
- Industry norms for enforcement: [Research]
- In-house legal resources: [Assessment]

COST-BENEFIT FOR EMPLOYER:
- Cost of litigation: [$50K-$300K+ for injunction/trial]
- Damages likely recoverable: [Assessment]
- Injunction likelihood: [Assessment]
- Business justification strength: [Assessment]
- PR/employee morale considerations: [May deter enforcement]

ENFORCEMENT LIKELIHOOD: [High / Medium / Low]

8.2 Your Defense Resources

DEFENSE CAPABILITY ASSESSMENT
=============================

If employer pursues enforcement:
- Estimated defense costs (through injunction hearing): [$15K-$50K+]
- Estimated defense costs (through trial): [$50K-$150K+]
- Time commitment: [Significant distraction]
- Career impact: [Potential disruption at new employer]
- Stress and uncertainty: [Significant personal cost]

Defense strength if challenged:
- Agreement enforceability weaknesses: [Summary]
- State law protections: [Summary]
- Factual defenses: [Summary]
- Overall defense strength: [Strong / Moderate / Weak]

8.3 Potential Exposure

DAMAGES AND REMEDY EXPOSURE
===========================

INJUNCTIVE RELIEF (Most Common):
- Preliminary injunction: [Could be ordered within 30-60 days]
- Effect: [Must stop working for new employer or in role]
- Duration: [Remainder of restriction period + litigation]

MONETARY DAMAGES:
| Damage Type | Potential Exposure | Notes |
|-------------|-------------------|-------|
| Lost profits | [Range] | Difficult to prove; speculative |
| Customer revenue loss | [Range] | Requires causation proof |
| Recruitment costs | [Range] | If employee non-solicit violated |
| Unjust enrichment | [Range] | New employer salary during period |

ATTORNEY FEES:
- Agreement has fee-shifting? [Yes/No]
- Potential exposure: [Range]

WORST CASE SCENARIO: [Summary of maximum exposure]
MOST LIKELY SCENARIO: [Summary of realistic outcomes]

Phase 9: Output Deliverable

9.1 Save Comprehensive Analysis

Save to: {config.directories.crisis_management}/non_compete_analysis_{YYYYMMDD}.md

Structure:

agreement_source: [File name]
employer: [Company name]
employee_role: [Role at time of signing]
agreement_date: [Date signed]
governing_law: [State]
analysis_date: [ISO8601 timestamp]
generated_by: /non-compete-analysis

# Non-Compete and Restrictive Covenant Analysis

## Disclaimer
[Full disclaimer text]


## Executive Summary

### Overall Risk Assessment
| Covenant Type | Enforceability | Risk Level |
|---------------|----------------|------------|
| Non-compete | [Likely/Possibly/Unlikely Enforceable] | [High/Med/Low] |
| Customer non-solicit | [Assessment] | [Level] |
| Employee non-solicit | [Assessment] | [Level] |
| NDA | [Assessment] | [Level] |
| Other provisions | [Assessment] | [Level] |

### Key Findings
- [2-3 bullet summary of most important findings]

### Primary Recommendation
[Clear recommendation with rationale]


## Agreement Summary
[Summary of all provisions extracted in Phase 1]


## Jurisdiction Analysis
[State-specific analysis from Phase 2]


## Enforceability Assessment
[Factor-by-factor analysis from Phase 3]


## Risk Matrix
[Activity risk classification from Phase 4]


## Target Opportunity Analysis (if applicable)
[Specific opportunity analysis from Phase 5]


## Safe Activities
[Carve-outs and safe harbors from Phase 6]


## Strategic Recommendations

### If Staying Compliant:
[Recommendations for risk-free transition]

### If Proceeding Despite Risk:
[Mitigation strategies if proceeding]

### Negotiation Opportunities:
[Potential modifications to pursue]

### Timeline Considerations:
[Waiting strategies and expiration dates]


## Enforcement Reality
[Practical assessment from Phase 8]


## Questions for Employment Attorney
If consulting legal counsel, discuss:
1. [Key question specific to this agreement]
2. [Key question about jurisdiction issues]
3. [Key question about specific opportunity]
4. [Key question about risk mitigation]
 [Key question about worst-case exposure]



 [ ] [Immediate action]
 [ ] [Short-term action]
 [ ] [If pursuing specific opportunity]
 [ ] [Legal consultation recommendation]

Error Handling

If agreement not provided:

• Prompt user for agreement text or file
• Offer to analyze based on user's description

If jurisdiction cannot be determined:

• Default to Ontario analysis
• Ask user to confirm jurisdiction if agreement specifies a different location
• Note that analysis may need revision once jurisdiction clarified

If provisions are ambiguous:

• Note ambiguity explicitly
• Provide analysis of multiple interpretations
• Flag as requiring legal review

If agreement specifies US state jurisdiction:

• Ask user if they want Ontario or US state analysis
• If US state, apply state-specific rules from Section 2.2
• Note that choice of law may be challenged if employee works in Ontario

If agreement is from other jurisdiction (UK, EU, other provinces):

• Provide general enforceability principles
• Recommend jurisdiction-specific counsel
• Note key differences from Ontario approach

Research Requirements

Conduct web research for:

1. Current state of FTC non-compete rule
2. Recent legislative changes in applicable state(s)
3. Recent court decisions affecting enforceability
4. Industry-specific enforcement patterns
5. Employer's litigation history (if public)

Session Start

Begin by:

1. Reading the provided agreement ($1 if specified)
2. Delivering the disclaimers verbatim
3. Determining applicable jurisdiction
4. Proceeding through systematic analysis
5. Generating comprehensive output report

If --target-opportunity specified:

• Include targeted opportunity analysis
• Provide specific risk assessment for that opportunity

Now executing non-compete analysis...