Documents / Employment & HR
Non-Compete Agreement
Restrict a departing employee, contractor, or business seller from competing — with the state-law limits made clear.
Create a review draft
Prepare, edit and export a review draft. Complete the listed local review and execution steps outside Quill before relying on it.
Partly state-specific. Changes for some states only. Other states use the general text, so check your state’s mandatory rules for this document.
Version 2026-09-09.8. No qualified legal review is recorded. Read the complete document and obtain advice for your circumstances.
Review and execution steps
- Obtain state-specific review of whether any restriction is permitted for this person and transaction before presenting it.
- Check compensation thresholds, notice/consideration requirements, sale-of-business exceptions and scope; a savings clause does not cure an unlawful restriction.
- Do not assume a nationwide ban or nationwide enforceability. Consider an appropriately limited NDA instead.
Guidance updated September 8, 2026. Source coverage is limited to the topics described; historical sources are identified. State, local and transaction-specific requirements still apply.
Time
~7 min
Questions
19–23
Steps
6
Export
PDF · Word
Answer guided questions, review your draft, and export or request signatures on supported documents.
What we will cover
- 01
Location
Choose the actual location so the preparation guidance and applicable safeguards follow your document.
- 02
The Parties
- 03
Context & Consideration
- 04
The Restrictions
- 05
State Requirements
Some states set conditions that must be met for a noncompete to be valid. Answer these for the state where the person works.
- 06
Legal Details
- 07
Review and generate
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About this document
A non-compete restricts someone from working for or starting a competing business for a period after they leave, within a defined territory. In practice it is usually one of three restrictive covenants, alongside non-solicitation (of customers or staff) and confidentiality — and the narrower two often protect the same business interest with far less legal risk than the non-compete itself.
This is the most volatile area in employment law right now, and you should confirm current law in your state before relying on one. California, Minnesota, North Dakota, and Oklahoma broadly void non-competes for workers, with narrow exceptions such as the sale of a business. Many other states have added income thresholds below which they are unenforceable, plus advance-notice, consideration, and duration requirements. Federal rulemaking has been in flux and litigated. Where non-competes are allowed, courts still enforce only what is reasonable in scope, geography, and time, and some states will refuse rather than rewrite an overbroad clause.
Common questions
Are non-compete agreements enforceable?+
It depends heavily on your state and is changing. Several states — including California, Minnesota, North Dakota, and Oklahoma — treat them as void for employees, with limited exceptions like the sale of a business. Many others enforce them only if the worker earns above a statutory threshold, received proper notice and real consideration, and the restriction is no broader than needed to protect a legitimate interest. Check the current rule in the governing state before signing or asking anyone to sign.
How long can a non-compete last?+
Where they are permitted at all, restrictions of roughly six months to two years are the range courts most often accept, with shorter periods far easier to defend. Some states cap duration by statute. Longer terms tend to be enforceable only in the sale-of-a-business context, where the buyer is protecting goodwill it paid for.
What is the difference between a non-compete and a non-solicitation agreement?+
A non-compete bars working in a competing business at all. A non-solicitation only bars going after specific customers or employees of the former company. Non-solicits are enforceable in more states and are far less likely to be struck down, which is why many employers now rely on non-solicitation and confidentiality terms instead of a full non-compete.
General information, not legal advice — laws vary by state and change over time.
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