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Non-Compete Agreement Template

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Updated July 30, 2025

A non-compete agreement prohibits someone from working in the same business (or line of work) for a specific time period and geographical area.[1] It is commonly used for employment purposes, the sale of a business, and partnership dissolution.

Common Use

About 1 out of every 9 employees in the USA reports that they are currently in a non-compete,[2] and 38% of employees stated they had been in one previously.[3]

Are Non-Competes Enforceable?

  1. A business sale non-compete is legal in every state.
  2. An employee non-compete is legal in every state except:
    • California[4]
    • Minnesota[5]
    • North Dakota[6]
    • Oklahoma[7]
    • Washington D.C.[8]

By State

By Type (3)


Independent Contractor Non-Compete Agreement – Allows a business that hires a contractor to prohibit them from working in the same scope of work.

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Employee Non-Compete Agreement – Protects an employer from an employee using learned trade secrets against them.

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Sale of a Business Non-Compete Agreement – Allows a buyer to protect themselves by requiring the seller not to compete in the same business being purchased.

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Requirements (5)

  1. Legitimate interest. The purpose cannot simply be to minimize competition. The person being restrained must pose a significant threat to the legitimate interests of a business.
  2. Consideration. There must be an exchange so that each party benefits from the transaction. This benefit is known as “consideration” and can be in the form of employment, compensation, etc.
  3. Duration. There must be a fixed term. The start date can begin with an event, such as the termination of employment.
  4. Geographical area. The area(s) where a person is restrained from conducting the same or similar business.
  5. Scope of work. The specific services the person is prevented must be defined.

Sample

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