Free Non-Compete Agreement Template — Fill Out & Download Instantly
A non-compete agreement (also called a covenant not to compete) is a contract in which one party — typically an employee or contractor — agrees not to engage in competitive business activities for a defined period and within a defined geographic area after the relationship ends. Non-competes protect employer investments in training, trade secrets, and client relationships.
⚠️ Important: This is a general informational template, not legal advice or a guarantee of validity. Requirements vary by state and situation. Verify current official requirements and seek a licensed attorney for consequential matters. Review our sources and methodology.
What Is a Non-Compete Agreement Template?
A non-compete agreement (also called a covenant not to compete) is a contract in which one party — typically an employee or contractor — agrees not to engage in competitive business activities for a defined period and within a defined geographic area after the relationship ends. Non-competes protect employer investments in training, trade secrets, and client relationships. This template includes restricted activities, geographic scope, duration, optional non-solicitation and confidentiality clauses, and state-specific guidance on enforceability limits..
When Do You Need It?
You need a non-compete agreement when: hiring a key employee who will have access to trade secrets or client relationships, engaging a contractor for specialized work, selling a business and restricting the seller from immediate competition, or protecting proprietary systems from being used at a competing firm. Note that several states significantly restrict or prohibit non-competes — review your state's laws before using this form..
What's Included in This Template
- Employer and employee/contractor identification
- Effective date of the agreement
- Description of restricted competitive activities
- Geographic scope of the restriction
- Duration of the non-compete
- Optional: Customer/client non-solicitation clause
- Optional: Employee non-solicitation clause
- Optional: Confidentiality and trade secrets clause
- Consideration clause
- Injunctive relief and remedies provision
- Governing law and severability
- Signature blocks for both parties
How to Fill It Out
Legal Requirements & Notes
**CRITICAL STATE-BY-STATE ENFORCEABILITY WARNINGS:** - **California**: Non-compete agreements are void and unenforceable under California Business and Professions Code § 16600, with very limited exceptions (sale of business, dissolution of partnership). Using a California non-compete may violate state law. - **Minnesota**: Effective January 1, 2023, Minnesota bans non-compete agreements for employees (Minn. Stat. § 181.988). Existing agreements remain in effect. - **North Dakota**: Non-competes are generally void under N.D.C.C. § 9-08-06. - **Oklahoma**: Non-competes are generally unenforceable under Okla. Stat. tit. 15, § 219A. - **FTC Proposed Rule**: The FTC proposed a nationwide ban on non-compete agreements in January 2023. The rule's legal status is subject to ongoing litigation — monitor developments before relying on non-competes. - **Other States**: States including Illinois, Colorado, Massachusetts, Washington, Virginia, and Oregon have enacted salary thresholds, notification requirements, or other significant restrictions on non-competes. Consult an employment attorney in the applicable state. - **Consideration**: Courts in many states require that agreements signed by existing employees be supported by adequate new consideration (a raise, bonus, or other benefit) beyond continued employment alone. - **Reasonable Scope**: Courts generally require that non-competes be narrowly tailored — reasonable in geographic scope, duration, and activity restrictions. Overly broad agreements risk invalidation of the entire restriction.
Frequently Asked Questions
It depends on the state. Non-competes are enforceable in many states when they are reasonably limited in scope, duration, and geography. However, California, Minnesota, North Dakota, and Oklahoma essentially prohibit them. Many other states impose salary thresholds or other requirements. Even in permissive states, courts will not enforce overly broad restrictions.
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