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Non-Compete Agreement Template

Business and Legal Professional Resource

Draft or review a non-compete with a template covering the parties, the restricted activities, geographic scope, duration, consideration, garden-leave or pay-during-restriction terms if used, and carve-outs. Enforceability varies widely: several states restrict or ban employee non-competes, and federal rules have been in flux—do not assume a clause that works in one state will work in another. For business owners and employment counsel. This is not legal advice; confirm current state law (and any industry-specific rules) before you ask someone to sign or try to enforce a restriction.

Non-Compete Agreement Template form template preview

Key Benefits

Define restricted roles and competitive activities narrowly
Set geography and duration you can actually defend
Document independent consideration for the covenant
Add non-solicit and confidentiality without stacking illegal terms
Flag states where employee non-competes are limited or void
Include governing-law and severability tailored by counsel

Common Use Cases

Employers preparing an offer package in a state that still allows non-competesCounsel reviewing a covenant before a hire or sale of a businessBuyers requesting seller non-competes in an asset purchaseCompanies replacing an overbroad legacy formHR teams pairing confidentiality with a narrower non-solicitDeparting employees comparing a proposed restriction to local law

Frequently Asked Questions

Are non-competes enforceable everywhere?
No. Some states generally prohibit employee non-competes, others limit them by wage level, notice, or duration, and sale-of-business covenants are often treated differently from employment covenants. A template from another state is not a shortcut. Have local counsel review before you use or sign one.
What consideration is required?
Many states require consideration beyond continued at-will employment—such as a new job, a bonus, or garden-leave pay. Sale-of-business non-competes usually rest on the purchase price. Record what the worker or seller actually received.
How narrow should the restriction be?
Courts look at activity, geography, and time. Restricting 'any business anywhere for five years' is more likely to fail than a one-year limit on the product line and territory the person actually worked. Overbreadth can sink the whole clause even where a modest covenant would stand.
Is this template legal advice?
No. It is a drafting checklist. Confirm current state and any federal developments, plus industry rules (for example, certain health or tech workers). When in doubt, a confidentiality and non-solicit package may be the lawful alternative.

Checklist

Parties

Parties' legal names and the worker's or seller's role and territory
Required

Identify the employing entity that actually has the protectable interest.

Scope

Restricted activities described by product line, customers, or role—not 'any business'
Required

List competitors or market segments only if they match the person's actual work.

Geographic scope and duration, with a stated end date or event
Required

Shorter and tighter is easier to defend. Note any statutory maximum in the governing state.

Carve-outs: past customers the person brought, general skills, or passive investments
Required

Sale-of-business deals may use different carve-outs than employment deals.

Consideration

Consideration for the covenant (job offer, bonus, purchase price, or garden leave)
Required

Attach the offer letter or closing payment that supplies consideration under local law.

Enforceability

Governing state and a note on whether that state limits or bans employee non-competes
Required

If the worker lives or works in a restrictive state, do not rely on a different state's form.

Related Covenants

Separate non-solicit and confidentiality clauses if used

These sometimes survive even where a non-compete would not. Keep them independently severable.

Execution

Signatures and any required pre-signature notice or counsel-review period
Required

Some states void covenants that were not provided a set number of days before the start date.