Non-compete agreement.
A jurisdiction-aware non-compete with scope, duration, geography, and remedy clauses drafted to maximise enforceability where they are still enforceable — and to fail cleanly where they are not.
This Non-Compete Agreement (the "Agreement") is made between [Company Name] (the "Company") and [Executive Name] (the "Executive"), effective as of [Effective Date]. In consideration of [Consideration — e.g. sign-on bonus, equity grant], the Executive agrees to the following restrictions for a period of [Duration] following the cessation of the Executive's employment with the Company. 1. Restricted Activity. The Executive shall not, directly or indirectly, engage in any business that competes with [defined business] within [defined geography]…
What's inside the document.
Definition of the activity the executive will not engage in — competition with a defined business, solicitation of customers, solicitation of employees.
Post-employment duration — usually 6 to 24 months. The shorter end is more defensible.
Geographic scope tied to where the business actually operates. Overbroad geography is the most common reason these get struck down.
What the executive receives in exchange — usually a sign-on, equity, or garden-leave compensation.
Acknowledgement by both parties that the restrictions are reasonable given the consideration and the executive's role.
Authorises a court to narrow (rather than strike down) an unenforceable clause.
Jurisdiction selection. Non-competes are most enforceable in US states that allow them and in AU/UK with reasonableness review.
Signed at the start of employment, ideally alongside a separately-considered grant.
A complete document set.
- Word document (.docx) — fully editable
- PDF — signature-ready
- Google Docs — one-click copy to your Drive
- 12 months of updates to this document
- Commercial-use licence for internal and client work
Three formats, one document.
- Word document (.docx) — fully editable
- PDF — signature-ready
- Google Docs — one-click copy to your Drive
6 steps from download to use.
- 01Confirm whether non-competes are enforceable in the executive's jurisdiction — the FTC banned most US non-competes in 2024 (subject to ongoing litigation); CA, ND, OK have long banned them; AU and UK require reasonableness review.
- 02Narrow the restricted activity to the genuine competitive harm — overbroad scope is the most common reason these are struck down.
- 03Set the duration on the short end of the defensible range for your jurisdiction — 12 months is a typical AU/UK starting point; some US states accept up to 24.
- 04Define the geographic scope tied to where the business actually operates. 'Worldwide' is rarely defensible.
- 05Set the consideration explicitly — sign-on bonus, equity grant, or garden-leave pay — and reference it in the reasonableness statement.
- 06Get employment counsel review before signing. Non-competes are highly jurisdiction-specific.
The right document at the right moment.
Use this non-compete for executives, senior salespeople, and other roles where the company's confidential information or customer relationships materially benefit the executive's next role. Pair it with the executive offer letter and the IP assignment agreement.
Do not use a non-compete for individual contributors or non-customer-facing roles — courts increasingly strike these as unreasonable, and many jurisdictions (the FTC, California, North Dakota, Oklahoma, and others) now ban them outright for most workers. Confidentiality and non-solicit clauses cover the same risk with less enforceability tail.
Honest answers before you download.
- Are non-competes enforceable?
- Jurisdiction-dependent. The FTC banned most US non-competes in 2024, subject to ongoing litigation; California, North Dakota, and Oklahoma have long banned them; AU and UK enforce them only where reasonable in scope and duration. Get counsel review for the executive's location.
- What's a 'blue-pencil' clause?
- A clause that authorises a court to narrow an overbroad non-compete rather than strike it down entirely. Useful in jurisdictions that allow blue-pencilling; pointless in 'all-or-nothing' jurisdictions (parts of the UK, much of the US).
- How long should the duration be?
- Shorter is more defensible. 12 months is a typical AU/UK starting point; the US varies by state and is shifting toward shorter durations or outright bans. Match the duration to the genuine competitive harm window.
- What about non-solicit clauses?
- Non-solicits (no poaching of customers or employees) are generally more enforceable than non-competes. If a full non-compete is not defensible in your jurisdiction, a customer + employee non-solicit usually is.
Other documents in this neighbourhood.
Mutual NDA
Standalone confidentiality for partnership and M&A talks.
IP assignment agreement
Pair the non-compete with explicit IP assignment for executive hires.
Executive offer letter
The complete executive offer letter the non-compete attaches to.
This non-compete agreement template is a professionally drafted starting point and is not legal advice. The clauses follow current US and AU practice; adapt the document for your specific jurisdiction and have qualified counsel review any clauses you add before signing or distributing. Full disclaimer.