How to Draft a Non-Compete Agreement



Though it should mean many frantic days and perhaps quite one sleepless night, most entrepreneurs will manage the loss of a key worker comparatively well.  However, the thought of your key worker about to work for a rival and line of work on her previous contacts to divert business faraway from your company might have you ever miff.

Fortunately, most business house owners area unit savvy enough to own their staff sign non-compete and confidentiality agreements. Sadly these agreements area unit generally unenforceable.

Are your non-compete and confidentiality agreements spare to resist court scrutiny? If you’re unsure, it’s time to require an in depth check up on them. the guidelines we provide here can assist you avoid obvious pitfalls, however to make sure that your agreements can inhibition in court, you ought to consult with your professional person.

Make your restrictions affordable.

Your business is your baby. It should be tempting to be heavy-handed in your non-compete provisions, however it’s vital to be affordable. Excessive restrictions in your non-compete create it additional probably that a choose won’t enforce it. for instance, trying to bind somebody for quite one or 2 years once he leaves the corporate might not be enforceable. you’ll moderately demand a extended period for higher level staff, like CEOs, wherever 3 to 5 years isn’t unparalleled, relying upon the facts and therefore the jurisdiction. And after you obtain to limit the space during which a former worker will conduct business, it mustn’t be any larger than the realm during which you normally conduct business. Therefore, a regional business can’t extend a non-compete to the complete country.

While a court might modify associate degree unreasonable term or terms of a non-compete agreement, it can even invalidate a complete agreement if it finds credible proof that the leader deliberately enclosed excessively broad language that renders associate degree agreement unreasonable and oppressive.

Use business, business and employee-specific parameters.

To enforce a non-compete, you need to show the existence of special facts over and higher than normal competition, therefore the agreement ought to be specific to your business, business and worker.

You cannot merely restrain normal competition. A former worker might offer normal competition by merely being intelligent, attractive and hard-working in his new job. Special facts offer him associate degree unfair advantage in competitory with you.

These special facts include:

  • You provided specialised coaching to the worker, If you imparted to your worker a singular data or talent through specialised coaching, then you have got an honest probability of implementing a non-compete that forestalls that worker from investment this coaching against you in an exceedingly new job.  Confine mind that this specialised coaching might not be associate degree actual coaching course.  It may be obtained on-the-job.
  • The worker has become the face of your company to customers. Very often, key staff suppose your customers are literally their customers as a result of they’re the customers’ main contact. However, {they area unit|they’re} customers solely as a result of your company offers a service or product the shoppers are shopping for.
  • Include a selection of law provision.
  • This could appear sort of a minor purpose – till you discover yourself in an exceedingly urban center court trying to enforce your non-compete agreement underneath the Louisiana code of law.
  • It’s usually the main points, like neglecting to slim the agreement to your circumstances or failing to specify law and venue provisions, that may cause the foremost pain. All the additional reason to fastidiously draft and scrutinize your non-compete and confidentiality agreements, and have your professional person look over fastidiously.
  • You’ve worked too exhausting making your company to envision it broken, or maybe destroyed, with a weak non-compete. A strong, fastidiously tailored agreement will provide you with confidence to safeguard your protectable business interests.



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