A Non-Compete & Non-Solicitation Agreement restricts post-employment competition and solicitation of clients or employees. This playbook focuses on enforceability standards, scope limitations, and remedies for breach.
Why This Matters: Balanced restrictions deter unfair competition while minimizing enforcement risk and potential invalidity.
Negotiation strategy
If you're the Company:
Ensure the clauses are tailored to protect legitimate business interests, such as trade secrets and customer relationships, while remaining enforceable under applicable laws.
If you're the Contractor:
Negotiate for reasonable limitations in terms of duration and geographic scope to ensure the ability to earn a livelihood post-employment.
Essential elements
1
Non-Compete Obligation
Restricts competition post-employment.
2
Non-Solicitation of Customers
Prevents solicitation of former customers.
3
Non-Solicitation of Employees
Prevents solicitation of former colleagues.
Action framework
ACCEPT
Propose edits if the duration or geographic scope is excessive.
EDIT
Reject if the clause lacks a clear time frame or geographic area.
ADD
Add if missing, ensuring reasonable duration and scope.
PRO TIP
Always align non-compete clauses with industry standards and jurisdictional requirements to ensure enforceability.
Example clauses
FAVORABLE
Preferred Non-Compete Clause
The Worker agrees that, for a period of [insert duration] following the termination of their employment, they will not, directly or indirectly, engage in or be employed by any business that competes with the Company within [insert geographic scope].
NEUTRAL
Jurisdiction-Specific Clause
Adjust clauses to reflect local legal standards, ensuring enforceability.
UNFAVORABLE
Overly Broad Non-Compete
The Worker agrees not to work in any capacity in the industry for five years post-termination.
Fallbacks
High-Risk Projects
For projects involving sensitive information, stricter non-compete terms may be justified to protect proprietary data.
Entry-Level Positions
Non-compete clauses may be less stringent for entry-level roles to avoid undue hardship on the worker.
Remote Work Arrangements
Consider broader geographic scopes for remote roles, but ensure they remain reasonable and enforceable.
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WEEK 1
CLM Readiness and Design
Our CX team works with you to understand your contracting challenges, prioritize key workflows, and identify the biggest impact areas. We build a tailored implementation plan that fits your needs.
WEEK 2
Install Module
We connect DocJuris to your contract repositories, set up admin and user accounts, and ensure your environment is ready for success.
WEEK 3
Deliver & Test
Your team builds initial playbooks, reviews existing clause libraries, and trains the DocJuris agent to align with your internal standards and negotiation positions.
WEEK 4
Launch
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