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Active Non Compete Agreement Template for United States

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Key Requirements PROMPT example:

Active Non Compete Agreement

"I need an Active Non-Compete Agreement for a senior software engineer in Massachusetts who will have access to our AI technology intellectual property, with a restriction period of 12 months and coverage across New England states."

Document background
An Active Non-Compete Agreement is utilized when an employer needs to protect legitimate business interests, including trade secrets, confidential information, and customer relationships. This document is particularly crucial in the United States where enforcement varies by state, requiring careful consideration of local laws and regulations. The agreement typically includes specific terms about restricted activities, geographic scope, and duration, while ensuring compliance with state-specific requirements for consideration and reasonableness. It's important to note that some states severely restrict or prohibit such agreements, making jurisdiction-specific customization essential.
Suggested Sections

1. Parties: Identification of the employer and employee with full legal names and addresses

2. Background: Context of the agreement, employment relationship, and reason for non-compete

3. Definitions: Key terms used in the agreement including 'Confidential Information', 'Competing Business', etc.

4. Scope of Restrictions: Detailed description of prohibited activities and competition

5. Duration: Time period for which restrictions apply

6. Geographic Area: Spatial limits of the non-compete restrictions

7. Consideration: What the employee receives in exchange for agreeing to the restrictions

8. Governing Law: Jurisdiction and applicable law

Optional Sections

1. Garden Leave: Paid leave during restriction period - typically used for senior executives or when required by state law

2. Non-Solicitation: Restrictions on soliciting employees or customers - used when protecting customer relationships is critical

3. Severability: Provision for partial enforcement if parts are invalid - recommended in states with strict enforcement requirements

Suggested Schedules

1. Schedule A - Restricted Territory: Detailed map or list of geographic areas covered

2. Schedule B - Competing Businesses: List of specific competitors or competing business types

3. Schedule C - Consideration Details: Breakdown of compensation or benefits provided

Authors

Alex Denne

Head of Growth (Open Source Law) @ ¶¶Òõ¶ÌÊÓÆµ | 3 x UCL-Certified in Contract Law & Drafting | 4+ Years Managing 1M+ Legal Documents | Serial Founder & Legal AI Author

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Industries

State-Specific Laws: Non-compete laws vary significantly by state. Some states like California, North Dakota, and Oklahoma largely prohibit non-competes. Many states have recent reforms limiting scope and enforceability. Must identify which state law governs the agreement.

Federal Laws and Guidelines: Consider FTC proposed rule to ban non-competes (pending), Biden Administration Executive Order encouraging FTC to limit non-competes, and federal antitrust laws.

Enforceability Requirements: Key legal requirements include legitimate business interest protection, reasonable geographic scope, reasonable time duration, reasonable scope of prohibited activities, and adequate consideration for the agreement.

Employment Law Considerations: Must account for Fair Labor Standards Act (FLSA), state employment laws, at-will employment doctrine, and employee classification (exempt vs. non-exempt).

Industry-Specific Regulations: Consider specific regulations for industries such as healthcare, technology, professional services, and broadcasting which may affect non-compete terms and enforcement.

Teams

Employer, Employee, Start Date, Job Title, Department, Location, Probationary Period, Notice Period, Salary, Overtime, Vacation Pay, Statutory Holidays, Benefits, Bonus, Expenses, Working Hours, Rest Breaks,  Leaves of Absence, Confidentiality, Intellectual Property, Non-Solicitation, Non-Competition, Code of Conduct, Termination,  Severance Pay, Governing Law, Entire Agreemen

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