Non-compete, Customer and Employee Non-solicitation, and Confidentiality Agreement

Summary

Employers may use this non-jurisdictional template for a non-compete (also known as a non-competition agreement or a covenant not to compete), customer and employee non-solicitation, and confidentiality agreement. This template includes practical guidance, drafting notes, and alternate and optional clauses. On July 23, 2024, the U.S. District Court for the Eastern District of Pennsylvania denied a motion for preliminary injunction against the FTC's final rule. See ATS Tree Servs., LLC v. FTC, 2024 U.S. Dist. LEXIS 129398. On August 20, 2024, the U.S. District Court for the Northern District of Texas granted the plaintiff's motion for summary judgment and set aside the FTC's rule banning noncompete agreements, which prevents the rule from taking effect on September 4, 2024. See Ryan LLC v. FTC, 2024 U.S. Dist. LEXIS 148488 (N.D. Tex. Aug. 20, 2024). Also see Texas Judge Blocks FTC's Impending Ban On Noncompetes and U.S. District Court Issues Order Blocking the FTC's Non-Compete Ban Nationwide: Client Alert Digest. For more information on this case, see Court Blocks FTC Rule Banning Employment Noncompete Agreements on a Limited Basis. For more information on the FTC's final rule, see Fact Sheet on the FTC's Noncompete Rule and FAQs on Federal Trade Commission's Rule Banning Worker Noncompete Clauses. This template is intended for private employers. This template has not been tailored for any jurisdiction. Use this template alone or customize it for one or more jurisdictions. For a full listing of key content covering restrictive covenant considerations, see Restrictive Covenants Resource Kit. For more on employee benefits and executive compensation generally, see Employee Benefits & Executive Compensation Practice Fundamentals Resource Kit. For information on non-competition agreements, see Non-compete Agreements: Key Negotiation, Drafting, and Legal Issues; Non-compete Agreements Checklist (Best Drafting Practices for Employers); Restrictive Covenant Basics, Including Adequate Consideration, Protectable Interests, Geographic and Time Restrictions, and Permissible Scope; Restrictive Covenants: Drafting Common Provisions; and Non-compete and Non-solicitation Agreements Checklist (Addressing Suspected Violations). For information on state laws concerning non-compete agreements , see Non-competes and Trade Secret Protection State Practice Notes Chart. For state law compliant non-compete agreements, see Non-competes and Trade Secret Protection State Expert Forms Chart. For information on customer and employee non-solicitation agreements, see Customer and Employee Non-solicitation Agreements: Key Negotiation, Drafting, and Legal Issues. For information on state laws concerning customer and employee non-solicitation agreements, see Non-competes and Trade Secret Protection State Practice Notes Chart. For state law compliant customer and employee non-solicitation clauses, see Non-competes and Trade Secret Protection State Expert Forms Chart. For information on non-disclosure agreements, see Non-disclosure Agreements: Key Negotiation, Drafting, and Legal Issues (Pro-Employer). For information on state laws concerning non-disclosure agreements, see Non-competes and Trade Secret Protection State Practice Notes Chart. For state law compliant confidentiality and inventions agreements, see Non-competes and Trade Secret Protection State Expert Forms Chart.