When drafting non-compete agreements in states with increasing restrictions, I approach them with precision and separation of concerns. Many agreements fail because they try to do too much in one provision, or lump together non-compete obligations with other important protections like confidentiality or intellectual property. We separate agreements into distinct sections: Confidentiality obligations - protecting sensitive company information and trade secrets. Intellectual property - ensuring that anything created during employment remains the company's property. Non-solicitation - limiting outreach to clients, customers, or employees without restricting broader employment. Non-competition - narrowly tailored restrictions on working for competitors, respecting the state's enforceability limits. By keeping these obligations separate, each can stand on its own if a court decides to modify or "blue pencil" a portion. This structure preserves enforceable protections without risking the entire agreement being struck down. One technique that consistently helps maintain enforceability is narrow tailoring: limit the duration, geographic scope, and scope of restricted activities to what is reasonably necessary to protect legitimate business interests. This demonstrates both good faith and compliance with evolving state restrictions, while still giving the company real protection. The key is not to eliminate all protections, but to draft restrictive and protective covenants in a modular way that balances enforceability with the legal realities of the state.
At FasterDraft.com, we approach the drafting of non-compete agreements with a state-specific, compliance-first mindset, especially as more jurisdictions move to restrict or outright ban their enforceability. Rather than relying on one-size-fits-all templates, our platform tailors non-compete clauses based on the user's jurisdiction, seniority of the employee, and the legitimate business interests at stake—such as protection of trade secrets or client relationships. One technique that consistently helps maintain enforceability is narrowing the scope of the restriction to focus on non-solicitation and confidentiality, rather than blanket prohibitions on working for a competitor. In many states, particularly those tightening non-compete laws like California, Washington, or Minnesota, courts are far more likely to uphold narrowly tailored non-solicits or NDAs that protect specific interests, without overreaching into a worker's ability to earn a living.