Florida Non-Compete Agreement | Laws

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Updated June 02, 2022

A Florida non-compete agreement restricts a person from working in a similar business for a specified period of time and geographical area. An employer or a buyer of a business is able to legally enforce a non-compete in accordance with State law. To be enforceable, a non-compete must have a legitimate business interest as the reason for the agreement.

Statute: § 542.335

Legally Enforceable?

Yes, a non-compete is legally enforceable if it is in writing and proves there is a legitimate business interest defined as:

  1. Trade secrets. Trade secrets, as defined in § 688.002(4).
  2. Confidential information. Valuable confidential business or professional information that otherwise does not qualify as trade secrets.
  3. Relationships. Substantial relationships with specific prospective or existing customers, patients, or clients.
  4. Goodwill. Customer, patient, or client goodwill associated with:
    • An ongoing business or professional practice, by way of trade name, trademark, service mark, or “trade dress”;
    • A specific geographic location; or
    • A specific marketing or trade area.
  5. Specialized training. Extraordinary or specialized training.

Source: § 542.335(1)

Unfair Advantage

A non-compete may only be written if the recipient would carry an “unfair advantage” by working in a similar or same business. As presented in Passalacqua v. Naviant (2003), it was stated that:

“There must be special facts present over and above ordinary competition.”

Therefore, a non-compete cannot be written to solely exclude a new competitor from entering the market.

Attorneys Prohibited

A licensed attorney is not allowed to participate in a non-compete that restricts their rights to practice law in the State.

Source: 4-5.6 (Rules Regulating the Florida BAR)

Continued Employment

The commitment to continued employment by an employer is determined to be adequate consideration to support a non-compete agreement.

Source: Balasco v. Gulf Auto Holding, Inc. (1998)

Maximum Terms

  • 6 months to 2 years: For employees, independent contractors, and partners or shareholders in a business entity. (§ 542.335(d)(1))
  • 1 to 3 years: For a former distributor, dealer, franchisee, or licensee of a trademark or service mark (not affiliated with a sale). § 542.335(d)(2))
  • 3 to 7 years: Sale of a business. (§ 542.335(d)(3))

Blue Penciling Allowed

Florida allows blue-penciling for a non-compete that “is overbroad, overlong, or otherwise not reasonably necessary to protect the established legitimate business interest… a court shall modify the restraint and grant only the relief reasonably necessary to protect such interest or interests.”

The person being restrained by the non-compete is responsible for proving that the agreement is overbroad.

Source: § 542.335(1)(c)

Getting Out of a Non-Compete

If a person is restricted by a non-compete, Florida law allows for certain hardships to get out of a non-compete.

Recognized Hardships

  • Business no longer operates in the jurisdiction that non-compete covers;
  • All pertinent legal and equitable defenses; and
  • The effect of enforcement upon public health, safety, and welfare.

Unrecognized Hardships

  • The economic effect the non-compete has on the individual.

Source: § 542.335(1)(f)(2)(g)