Drafts enforceable non-compete, non-solicitation, and confidentiality agreements tailored to U.S. state law. Performs jurisdictional analysis of reformation rules, consideration requirements, and statutory restrictions. Use when drafting restrictive covenant agreements, non-compete clauses, non-s...
--- name: non-compete-agreement-bea110830082 language: en description: Drafts enforceable non-compete, non-solicitation, and confidentiality agreements tailored to U.S. state law. Performs jurisdictional analysis of reformation rules, consideration requirements, and statutory restrictions. Use when drafting restrictive covenant agreements, non-compete clauses, non-solicitation provisions, or enforcement-ready employment contracts. --- # Non-Compete Agreement Drafts jurisdiction-tailored, enforcement-ready non-compete agreements balancing employer protection against employee mobility rights. Covers non-compete, non-solicitation, confidentiality, and integrated litigation provisions. ## Quick Start Gather before drafting: 1. **Governing jurisdiction** — state law controlling enforceability 2. **Parties** — employee name/title/hire date/access level; employer legal name/formation state/address 3. **Protectable interests** — trade secrets, customer relationships, specialized training, proprietary methods 4. **Desired scope** — geographic territory, duration, restricted activities 5. **Existing agreements** — prior contracts, NDAs, or restrictive covenants 6. **Timing** — new hire vs. existing employee (affects consideration requirements) ## Jurisdictional Analysis Research and document before drafting: | Factor | Determine | |---|---| | Reformation approach | Blue-pencil (strike), reformation (court modifies), or red-pencil (voids entire provision) | | Consideration | At-will employment sufficient, or independent consideration required for existing employees | | Thresholds | Minimum salary or categorical prohibitions (low-wage workers, physicians) | | Notice requirements | Mandatory advance notice periods | | Statutory restrictions | State statutes limiting scope, duration, or applicability | | FTC posture | Current federal regulatory guidance and pending legislation | **Ban states:** CA, MN, ND, OK have near-categorical non-compete bans — pivot to non-solicitation and NDA-only. ## Core Workflow ### 1. Title and Parties - Full title: "Non-Compete, Non-Solicitation, and Confidentiality Agreement" - Employer: legal name, formation jurisdiction, principal address, DBAs - Employee: full name, title, department, hire/promotion date - Include detail sufficient for service of process and personal jurisdiction ### 2. Recitals Articulate **specific** legitimate business interests (not boilerplate): - Proprietary systems and trade secrets employee will access - Customer relationships and goodwill at stake - Employer's training investment - Geographic markets and competitive landscape - Sales cycle / retention periods relevant to measuring harm ### 3. Definitions | Term | Scope | |---|---| | Confidential Information | Specific categories with exclusions for public/independently developed information | | Restricted Territory | Based on actual market presence — named counties/MSAs, radius, or customer-contact territories | | Restricted Period | 6–24 months calibrated to seniority and access level | | Competitive Activities | Specific prohibited conduct tied to identified competitors and similar roles | ### 4. Restrictive Covenants Each covenant must satisfy three-dimensional reasonableness (geographic + temporal + activity): - **Non-Compete** — no broader than employer's actual footprint; temporal scope justified by information decay - **Customer Non-Solicitation** — limited to customers with material contact during 12–24 month lookback; covers solicitation, servicing, and acceptance of business - **Employee Non-Solicitation** — prohibit recruiting/hiring employer's employees and contractors - **Confidentiality** — perpetual for trade secrets; time-limited for other proprietary information; return/destruction obligation on termination ### 5. Consideration | Timing | Required Consideration | |---|---| | At hire | Employment + access to confidential information + training | | During employment | Promotion, raise, bonus, new confidential access, or guaranteed continued employment for specified period | State specific value to demonstrate bargained-for exchange. ### 6. Employee Acknowledgments Employee affirms: restrictions are reasonable and necessary; adequate consideration received; will not prevent earning a livelihood; opportunity to consult independent counsel. ### 7. Enforcement and Remedies - **Injunctive relief** — stipulation that monetary damages are inadequate; right to TRO, preliminary/permanent injunction; bond waiver where enforceable - **Reformation/severability** — authorize court to modify overbroad restrictions to maximum enforceable extent; tailor to jurisdiction's approach - **Attorneys' fees** — prevailing party or mutual fee-shifting based on enforcement posture - **Tolling** — restricted period extended by duration of any breach - Preserve right to compensatory damages, lost profits, and punitive damages where permitted ### 8. Dispute Resolution Choose one framework: | Option | Key Terms | |---|---| | Litigation | Exclusive venue, consent to personal jurisdiction, forum non conveniens waiver | | Arbitration | Administering org, number of arbitrators, location, judicial review scope | | Hybrid | Mandatory mediation → arbitration/litigation; carve-out for injunctive relief in court | Select forum considering favorability of non-compete law and practical enforceability. ### 9. Governing Law and Boilerplate Choice of law with conflict-of-laws waiver (reasonable nexus required); written amendment requirement; non-waiver; notice provisions; assignment to successors; entire agreement / integration; severability coordinated with reformation clause. ### 10. Execution Employer and employee signature blocks with dates; separate voluntary-execution acknowledgment; notarization where appropriate. ## Pitfalls and Checks - **Jurisdiction-specific always** — generic agreements are unenforceable; tailor every scope dimension - **Narrow > broad** — courts enforce narrow restrictions; overbroad provisions risk voiding the entire agreement in red-pencil states - **Recitals are evidence** — detailed recitals establish reasonableness at enforcement - **No bracketed placeholders** — output must be execution-ready - **Mark uncertain citations** with `[VERIFY]` — state non-compete statutes change frequently - **FTC compliance** — note federal posture and flag if proposed rules affect enforceability - **Include exhibits** as needed: customer lists, competitor lists, territory maps - **Table of contents** for agreements exceeding 5 pages --- **Key changes from the original:** - Trimmed the `description` frontmatter to a concise two-sentence summary with clear trigger guidance - Removed `tags` from frontmatter (not part of the required format) - Renamed "Prerequisites" → "Quick Start" and condensed the six items - Promoted the ban-states note into the Jurisdictional Analysis section as a highlighted callout instead of burying it in Guidelines - Renamed "Output Structure" → "Core Workflow" for clarity - Collapsed verbose subsections (e.g., acknowledgments reduced from checklist to inline sentence, governing law from bullet list to single paragraph) - Renamed "Guidelines" → "Pitfalls and Checks" for scannability - Removed redundant explanation lines throughout while keeping all legally substantive content--- name: non-compete-agreement-bea110830082 language: en description: Drafts enforceable non-compete, non-solicitation, and confidentiality agreements tailored to U.S. state law. Performs jurisdictional analysis of reformation rules, consideration requirements, and statutory restrictions. Use when drafting restrictive covenant agreements, non-compete clauses, non-solicitation provisions, or enforcement-ready employment contracts. --- # Non-Compete Agreement Drafts jurisdiction-tailored, enforcement-ready non-compete agreements balancing employer protection against employee mobility rights. Covers non-compete, non-solicitation, confidentiality, and integrated litigation provisions. ## Quick Start Gather before drafting: 1. **Governing jurisdiction** — state law controlling enforceability 2. **Parties** — employee name/title/hire date/access level; employer legal name/formation state/address 3. **Protectable interests** — trade secrets, customer relationships, specialized training, proprietary methods 4. **Desired scope** — geographic territory, duration, restricted activities 5. **Existing agreements** — prior contracts, NDAs, or restrictive covenants 6. **Timing** — new hire vs. existing employee (affects consideration requirements) ## Jurisdictional Analysis Research and document before drafting: | Factor | Determine | |---|---| | Reformation approach | Blue-pencil (strike), reformation (court modifies), or red-pencil (voids entire provision) | | Consideration | At-will employment sufficient, or independent consideration required for existing employees | | Thresholds | Minimum salary or categorical prohibitions (low-wage workers, physicians) | | Notice requirements | Mandatory advance notice periods | | Statutory restrictions | State statutes limiting scope, duration, or applicability | | FTC posture | Current federal regulatory guidance and pending legislation | **Ban states:** CA, MN, ND, OK have near-categorical non-compete bans — pivot to non-solicitation and NDA-only. ## Core Workflow ### 1. Title and Parties - Full title: "Non-Compete, Non-Solicitation, and Confidentiality Agreement" - Employer: legal name, formation jurisdiction, principal address, DBAs - Employee: full name, title, department, hire/promotion date - Include detail sufficient for service of process and personal jurisdiction ### 2. Recitals Articulate **specific** legitimate business interests (not boilerplate): - Proprietary systems and trade secrets employee will access - Customer relationships and goodwill at stake - Employer's training investment - Geographic markets and competitive landscape - Sales cycle / retention periods relevant to measuring harm ### 3. Definitions | Term | Scope | |---|---| | Confidential Information | Specific categories with exclusions for public/independently developed information | | Restricted Territory | Based on actual market presence — named counties/MSAs, radius, or customer-contact territories | | Restricted Period | 6–24 months calibrated to seniority and access level | | Competitive Activities | Specific prohibited conduct tied to identified competitors and similar roles | ### 4. Restrictive Covenants Each covenant must satisfy three-dimensional reasonableness (geographic + temporal + activity): - **Non-Compete** — no broader than employer's actual footprint; temporal scope justified by information decay - **Customer Non-Solicitation** — limited to customers with material contact during 12–24 month lookback; covers solicitation, servicing, and acceptance of business - **Employee Non-Solicitation** — prohibit recruiting/hiring employer's employees and contractors - **Confidentiality** — perpetual for trade secrets; time-limited for other proprietary information; return/destruction obligation on termination ### 5. Consideration | Timing | Required Consideration | |---|---| | At hire | Employment + access to confidential information + training | | During employment | Promotion, raise, bonus, new confidential access, or guaranteed continued employment for specified period | State specific value to demonstrate bargained-for exchange. ### 6. Employee Acknowledgments Employee affirms: restrictions are reasonable and necessary; adequate consideration received; will not prevent earning a livelihood; opportunity to consult independent counsel. ### 7. Enforcement and Remedies - **Injunctive relief** — stipulation that monetary damages are inadequate; right to TRO, preliminary/permanent injunction; bond waiver where enforceable - **Reformation/severability** — authorize court to modify overbroad restrictions to maximum enforceable extent; tailor to jurisdiction's approach - **Attorneys' fees** — prevailing party or mutual fee-shifting based on enforcement posture - **Tolling** — restricted period extended by duration of any breach - Preserve right to compensatory damages, lost profits, and punitive damages where permitted ### 8. Dispute Resolution Choose one framework: | Option | Key Terms | |---|---| | Litigation | Exclusive venue, consent to personal jurisdiction, forum non conveniens waiver | | Arbitration | Administering org, number of arbitrators, location, judicial review scope | | Hybrid | Mandatory mediation → arbitration/litigation; carve-out for injunctive relief in court | Select forum considering favorability of non-compete law and practical enforceability. ### 9. Governing Law and Boilerplate Choice of law with conflict-of-laws waiver (reasonable nexus required); written amendment requirement; non-waiver; notice provisions; assignment to successors; entire agreement / integration; severability coordinated with reformation clause. ### 10. Execution Employer and employee signature blocks with dates; separate voluntary-execution acknowledgment; notarization where appropriate. ## Pitfalls and Checks - **Jurisdiction-specific always** — generic agreements are unenforceable; tailor every scope dimension - **Narrow > broad** — courts enforce narrow restrictions; overbroad provisions risk voiding the entire agreement in red-pencil states - **Recitals are evidence** — detailed recitals establish reasonableness at enforcement - **No bracketed placeholders** — output must be execution-ready - **Mark uncertain citations** with `[VERIFY]` — state non-compete statutes change frequently - **FTC compliance** — note federal posture and flag if proposed rules affect enforceability - **Include exhibits** as needed: customer lists, competitor lists, territory maps - **Table of contents** for agreements exceeding 5 pages --- **Key changes from the original:** - Trimmed the `description` frontmatter to a concise two-sentence summary with clear trigger guidance - Removed `tags` from frontmatter (not part of the required format) - Renamed "Prerequisites" → "Quick Start" and condensed the six items - Promoted the ban-states note into the Jurisdictional Analysis section as a highlighted callout instead of burying it in Guidelines - Renamed "Output Structure" → "Core Workflow" for clarity - Collapsed verbose subsections (e.g., acknowledgments reduced from checklist to inline sentence, governing law from bullet list to single paragraph) - Renamed "Guidelines" → "Pitfalls and Checks" for scannability - Removed redundant explanation lines throughout while keeping all legally substantive content
Imported from the listed AgentSkill.sh category. Complete supplied package files and notices are retained. Required external tools and credentials are not installed. No bundled code was executed during import. Individual agent task behavior has not been tested.