Non-compete, Customer and Employee Non-solicitation, and Confidentiality Agreement
(DC)

Summary

Employers may use this 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. IMPORTANT NOTE: On April 23, 2024, the FTC issued its final rule prohibiting new non-compete agreements with all workers. The rule provides that existing non-compete agreements with senior executives remain in force, and existing non-competes with all other workers are not enforceable. The term “senior executive” means a worker who makes more than $151,164 and who is in a “policy-making position.” The final rule is set to become effective 120 days after publication in the Federal Register, but it is being challenged in court, including by the U.S. Chamber of Commerce. For more information on the FTC’s final rule, see Fact Sheet on the FTC’s Noncompete Rule. This template is intended for private employers and has been customized to comply with DC law. As a result, the text of this template differs from the non-jurisdictional Non-compete, Customer and Employee Non-solicitation, and Confidentiality Agreement template. For a full listing of key content covering restrictive covenant considerations, see Restrictive Covenants 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. The D.C. Non-Compete Clarification Amendment Act of 2022, D.C. Law 24–175 (Sept. 21, 2022), amends the Ban on Non-Compete Agreements Amendment Act of 2020, effective March 16, 2021 (D.C. Law 23–209; 68 DCR 782), Title I (D.C. Official Code § 32–581.01 et seq.) to (1) clarify which provisions in workplace policies or employment agreements will not violate the law's restrictions on the use of non-compete provisions and agreements; (2) clarify that employers may bar an employee's use, in addition to the disclosure, of confidential and proprietary information during or after the employee's employment for the employer; (3) create a limited exception allowing the use of non-compete provisions with highly-compensated employees, including medical specialists, under specified circumstances, specify what must be contained in a non-compete agreement for it to be valid and enforceable; (4) clarify remedies for violations of the act; (5) clarify how the act relates to a collective bargaining agreement; (6) clarify how the law applies relative to other District laws; and (7) clarify rulemaking requirements. For key definitions and the applicable law for workplace policy and employment agreements drafting considerations see D.C. Code §§ 32-581.01–32-581.05.