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State-Specific Non-Compete Laws: State laws governing non-compete agreements vary significantly across jurisdictions. Some states like California largely prohibit non-competes, while others have specific requirements regarding duration, geographic scope, and scope of restricted activities. Recent state law reforms limiting non-competes must be considered.

Federal Antitrust Laws: Key federal regulations including the Sherman Antitrust Act, Clayton Act, and Federal Trade Commission regulations must be considered. Special attention should be paid to the recent FTC proposed rule to ban non-competes.

Contract Law Principles: Basic contract law requirements including consideration, proper contract formation, and enforceability standards must be met for the agreement to be valid.

Common Law Requirements: Non-compete agreements must meet common law standards of reasonableness in terms of duration, geographic scope, and legitimate business interest protection. The restrictions should be no broader than necessary to protect business interests.

Business Sale Context Requirements: Special considerations for non-competes in business sales, including protection of goodwill, trade secrets, customer relationships, and confidential information. Courts generally apply more lenient enforcement standards in business sale contexts compared to employment contexts.

Securities Laws: If the business sale involves securities, SEC regulations and disclosure requirements may apply to the non-compete provisions as part of the larger transaction.