Model Template for Non-Compete, Non-Solicit, and Non-Disclosure & Related Provisions
January 30, 2018 l Will Cantrell
The link below provides a model restrictive covenant agreement that includes sample non-compete, non-solicit, and non-disclosure provisions. The agreement is provided in response to regularly receiving requests from clients and others to review a model restrictive covenant agreement. While any model agreement likely has room for improvement, this version is substantially better than most in terms of the scope and depth of issues addressed.
The model agreement also includes boilerplate provisions that are intended to: (i) help ensure the agreement is upheld by a court in the event of a dispute; and (ii) help ensure any lawsuit involving the agreement must be litigated in the county/state of your choice. If the restrictive covenant agreement your company utilizes is only 1-2 pages long, it is almost certainly missing key boiler plate provisions that should be included. This agreement contains many of the key boiler plate provisions.
Before using the model agreement, it is strongly recommended that you consult with an attorney who is familiar with non-compete law. The agreement must be tailored for each business and/or each category of employees and/or independent contractors. The agreement also does not address a host of issues a company may want to consider in this type of agreement. For example, there are no provisions concerning ownership of intellectual property, inventions, or terms of compensation. Nor does it include many provisions that would generally be in an independent contractor agreement.
As a reminder, just because someone signs a non-compete or non-solicit doesn’t mean such restrictions are enforceable. In Florida, for instance, a signed non-compete or non-solicit will only be enforced to the extent a business can demonstrate that: (i) it has one or more legitimate business interests to support the restrictions, as required by Fla. Stat. § 542.335(b); and (ii) the restrictions are not overbroad under Fla. Stat. § 542.335(d). Finally, even assuming the restrictions are enforceable, also remember that it becomes increasingly difficult to obtain an injunction prohibiting someone from continuing to violate the agreement if the business does not act quickly in taking the proper steps to enforce it.
LINK TO MODEL RESTRICTIVE COVENANT