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Non Compete Non Circumvent Agreement for the United States

Non Compete Non Circumvent Agreement Template for United States

A Non-Compete Non-Circumvent Agreement is a legal document used in the United States to protect business interests by restricting parties from competing directly or indirectly with the business and from bypassing established business relationships. The agreement's enforceability varies significantly by state, with some jurisdictions like California largely prohibiting such agreements while others like Florida actively enforce them with specific requirements. The document typically includes provisions for duration, geographic scope, and specific prohibited activities.

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What is a Non Compete Non Circumvent Agreement?

The Non-Compete Non-Circumvent Agreement is designed to protect businesses from unfair competition and circumvention of established business relationships. This document is particularly crucial in the United States where business protection needs must be balanced against state-specific regulations and employment rights. The agreement typically defines prohibited competitive activities, establishes geographic and temporal boundaries, and outlines consequences for violations. While some states strictly limit or prohibit such agreements, others enforce them when reasonably constructed to protect legitimate business interests. The document is commonly used when onboarding key employees, during business partnerships, or in merger and acquisition scenarios.

What sections should be included in a Non Compete Non Circumvent Agreement?

1. Parties: Identification of all parties to the agreement, including legal names and addresses

2. Background: Context of the agreement and relationship between parties

3. Definitions: Key terms used throughout the agreement

4. Non-Compete Provisions: Specific restrictions on competitive activities

5. Non-Circumvention Provisions: Restrictions on bypassing the other party in business dealings

6. Duration: Time period for which restrictions apply

7. Geographic Scope: Territorial limitations of the restrictions

8. Confidentiality: Protection of confidential information

9. Remedies: Consequences of breach and available remedies

What sections are optional to include in a Non Compete Non Circumvent Agreement?

1. Consideration: Details of compensation or benefit provided in exchange for restrictions - used when specific consideration beyond continued employment is provided

2. Severability: Provision for partial enforcement if portions are found invalid - particularly important in jurisdictions with strict enforcement requirements

3. Assignment: Rights to transfer agreement obligations - included when transfer of rights may be needed

4. Survival: Which provisions continue after agreement termination - used when certain restrictions should continue beyond main agreement

What schedules should be included in a Non Compete Non Circumvent Agreement?

1. Schedule of Restricted Activities: Detailed list of specific prohibited activities

2. Schedule of Protected Relationships: List of specific clients, customers, or business relationships protected

3. Geographic Territory Map: Visual representation of restricted geographic area

4. Consideration Schedule: Details of any compensation or benefits provided

Authors

Alex Denne

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

Jurisdiction

United States

Publisher

Ƶ

Cost

Free to use
Clauses






























Industries

State-Specific Laws: Each state has unique requirements and restrictions on non-compete agreements. Some states like California largely prohibit them, while others like Florida actively enforce them with specific requirements. State-specific statutes must be consulted for enforceability standards.

Federal Antitrust Laws: Key federal regulations including Sherman Antitrust Act, Federal Trade Commission Act, Clayton Act, and the recent FTC proposed rule (January 2023) seeking to ban non-compete clauses must be considered.

Employment Law Considerations: Must comply with Fair Labor Standards Act (FLSA), state employment laws, and ensure proper consideration requirements for contract validity.

Trade Secret Laws: Consideration of Defend Trade Secrets Act (DTSA), Uniform Trade Secrets Act (UTSA), and state-specific trade secret protections to ensure proper protection of confidential information.

Contract Law Principles: Must incorporate reasonable scope and duration requirements, legitimate business interest requirements, consideration requirements, and appropriate geographic limitations for enforceability.

Constitutional Considerations: Must account for right to work laws, interstate commerce implications, and public policy concerns to ensure constitutional compliance.

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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