Non-Compete Agreement

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Parties›Business Interests›Consideration…

Parties14 questions

1. What is the context for this non-compete?

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2. Is the restricted party an individual or an entity?

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3. What type of business entity is the protected party (the party whose interests are being protected)?

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4. Which state or jurisdiction's law should govern this agreement, subject to mandatory law where the restricted party works?

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5. Effective date of this agreement

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6. What is the protected party's exact legal name?

7. Protected party's principal business address

8. Are affiliates, parent companies, subsidiaries, buyers, successors, or other related entities also covered by this agreement?

9. What is the exact legal name of the restricted party?

10. Restricted party's current address

11. What is the restricted party's role, title, or position?

12. What is the restricted party's seniority and level of access to sensitive business information?

13. Does the restricted party hold a professional license or work in a regulated profession?

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14. Has the system flagged a compensation, occupation, notice, or timing issue affecting non-compete enforceability for this agreement?

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Business Interests2 questions

15. What legitimate business interests is this agreement designed to protect?

16. What type of goodwill is being protected?

Consideration3 questions

17. What does the restricted party receive in exchange for signing this agreement?

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18. Describe the specific consideration (amount, timing, source document, and conditions)

19. Should the restricted party be paid during the non-compete period (garden leave / paid restriction)?

Restricted Activities6 questions

20. Which activities should be prohibited?

21. How should a "competing business" be defined? Describe the industry, business lines, products/services, and customer segments covered.

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22. Which specific products, services, or business lines are covered by the restriction?

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23. Are there specific job functions or roles the restricted party should be prohibited from performing for a competitor?

24. Should the agreement restrict interference with vendors, suppliers, referral sources, distributors, or strategic partners?

25. Are there specific competitor companies you want named in the agreement?

Geographic Scope2 questions

26. How should the geographic restriction be defined?

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27. Why is the selected geographic territory tied to the restricted party's actual work, customer relationships, or the business sold?

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Duration4 questions

28. How long should the non-compete restriction last after the relationship ends?

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29. Should the non-compete, client non-solicitation, employee non-solicitation, and confidentiality obligations each have separate durations?

30. When does the restriction period begin?

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31. Should the restriction period be "tolled" (paused and extended) if the restricted party violates the agreement?

Exceptions & Carve-Outs4 questions

32. Should passive investment in a competing company be allowed (e.g., owning stock)?

33. Should the restricted party be allowed to continue serving clients they personally brought to the company before their hire?

34. Are there specific roles, industries, job functions, or noncompetitive business lines expressly excluded from the restriction?

35. Are there specific companies or arrangements you want to explicitly exclude from the restriction?

Non-Solicitation2 questions

36. Should the restricted party be prohibited from soliciting your clients after the relationship ends?

37. Should the restricted party be prohibited from recruiting or hiring your other employees and contractors?

Confidentiality2 questions

38. Include a confidentiality obligation as part of this agreement?

39. Should the agreement include a protected-activity carve-out preserving whistleblower, agency, labor-law, and legally required truthful-statement rights?

Remedies6 questions

40. Should the agreement specifically authorize injunctive relief (a court order to stop the violation)?

41. Should the agreement include a liquidated damages provision (a pre-set penalty for breach)?

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42. Should remedies be cumulative - may the protected party seek actual damages in addition to injunctive relief and liquidated damages?

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43. Should any breach require written notice and an opportunity to cure before remedies are triggered?

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44. How should attorney's fees be handled in any enforcement action?

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45. Should courts be authorized to narrow or reform unenforceable provisions rather than void them entirely?

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Additional Terms4 questions

46. How should assignment and transfer of this agreement be handled?

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47. May the restricted party assign or delegate their obligations, and do obligations bind heirs, estates, and affiliated entities?

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48. Which standard boilerplate clauses should the agreement include?

49. How does this agreement interact with other documents governing the relationship?

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Dispute Resolution2 questions

50. How should disputes be resolved?

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51. In which county and state should disputes be venued, and - if arbitration is selected - where is the arbitration seat?

Execution & Notice1 question

52. Will this agreement be signed electronically (e-signature)?

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Required - please read and check this box to generate:ArtiEsq provides self-help legal information and document automation. ArtiEsq is not a law firm, does not provide legal advice, and use of this product does not create an attorney-client relationship. You are responsible for reviewing the document and determining whether you should consult a licensed attorney for legal advice about your specific situation.

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