Federal Antitrust Law: Sherman Antitrust Act and Federal Trade Commission regulations must be considered to ensure the non-compete provisions do not violate federal antitrust laws or create unfair competition
FTC Proposed Rule 2023: Recent Federal Trade Commission proposed rule from January 2023 that seeks to ban non-compete agreements, which could impact the enforceability of new agreements
IRS Independent Contractor Guidelines: Federal classification criteria for independent contractors vs employees, which affects how non-compete provisions can be structured and enforced
State Non-Compete Laws: State-specific restrictions and requirements for non-compete agreements, including complete prohibitions in some states like California
Duration Limitations: State-specific restrictions on the maximum duration of non-compete agreements, such as those in Illinois and Oregon
Geographic Restrictions: State-specific requirements for reasonable geographic scope limitations in non-compete agreements
Consideration Requirements: State laws requiring specific forms of consideration beyond continued business relationship for non-compete agreements to be valid
Business Necessity Justification: Legal requirement to demonstrate legitimate business interests and necessity for imposing non-compete restrictions on independent contractors
Trade Secrets Protection: Provisions related to protection of trade secrets and confidential information as justification for non-compete restrictions
Blue Pencil Provisions: State-specific rules regarding courts' ability to modify or 'blue pencil' overly broad non-compete terms to make them enforceable
Notice Requirements: State-specific requirements for providing notice to independent contractors about non-compete restrictions
Industry-Specific Restrictions: Special rules or limitations on non-compete agreements for specific industries or professions under state laws
