| name | non-compete-agreement |
| title | Non-Compete Agreement |
| description | Drafts enforceable non-compete, non-solicitation, and confidentiality agreements tailored to U.S. state law. Performs jurisdictional analysis of reformation rules, consideration requirements, and statutory restrictions. Use when drafting restrictive covenant agreements, non-compete clauses, non-solicitation provisions, or enforcement-ready employment contracts. |
| author | CaseMark |
| author_url | https://github.com/CaseMark/skills/tree/main/skills/legal/non-compete-agreement |
| license | Apache-2.0 |
| version | 0.1.0 |
| execution_mode | open |
| jurisdiction | us |
| practice | employment |
| language | en |
Non-Compete Agreement
Drafts jurisdiction-tailored, enforcement-ready non-compete agreements balancing employer protection against employee mobility rights. Covers non-compete, non-solicitation, confidentiality, and integrated litigation provisions.
Quick Start
Gather before drafting:
- Governing jurisdiction — state law controlling enforceability
- Parties — employee name/title/hire date/access level; employer legal name/formation state/address
- Protectable interests — trade secrets, customer relationships, specialized training, proprietary methods
- Desired scope — geographic territory, duration, restricted activities
- Existing agreements — prior contracts, NDAs, or restrictive covenants
- Timing — new hire vs. existing employee (affects consideration requirements)
Jurisdictional Analysis
Research and document before drafting:
| Factor | Determine |
|---|
| Reformation approach | Blue-pencil (strike), reformation (court modifies), or red-pencil (voids entire provision) |
| Consideration | At-will employment sufficient, or independent consideration required for existing employees |
| Thresholds | Minimum salary or categorical prohibitions (low-wage workers, physicians) |
| Notice requirements | Mandatory advance notice periods |
| Statutory restrictions | State statutes limiting scope, duration, or applicability |
| FTC posture | Current federal regulatory guidance and pending legislation |
Ban states: CA, MN, ND, OK have near-categorical non-compete bans — pivot to non-solicitation and NDA-only.
Core Workflow
1. Title and Parties
- Full title: "Non-Compete, Non-Solicitation, and Confidentiality Agreement"
- Employer: legal name, formation jurisdiction, principal address, DBAs
- Employee: full name, title, department, hire/promotion date
- Include detail sufficient for service of process and personal jurisdiction
2. Recitals
Articulate specific legitimate business interests (not boilerplate):
- Proprietary systems and trade secrets employee will access
- Customer relationships and goodwill at stake
