open-agreements 0.7.5 → 0.7.7

package/skills/non-compete-contract-explainer/content/connecticut.md

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+---
+jurisdiction: "Connecticut"
+slug: connecticut
+countryCode: US
+snapshotAsOf: "2026-06-08"
+lastReviewed: "2026-06-02"
+canonicalUrl: https://openagreements.org/legal/non-compete/connecticut
+license: CC BY 4.0
+stale: false
+---
+
+> [!IMPORTANT]
+> **Informational only — not legal advice.** This is a snapshot of an OpenAgreements practice note,
+> provided for general information. It is not legal advice, does not create an attorney-client
+> relationship, and is not a substitute for a licensed attorney in the relevant jurisdiction.
+> Laws change; verify against the canonical version before relying on it.
+>
+> **Canonical:** https://openagreements.org/legal/non-compete/connecticut · **Snapshot as of:** 2026-06-08 · License: CC BY 4.0 · © UseJunior
+
+# Non-Competes in Connecticut[^about]
+
+Connecticut generally enforces non-competes only when the restraint is reasonable under common law and not displaced by an occupation-specific statutory limit.
+
+
+## At a glance
+
+| Question | Connecticut |
+| --- | --- |
+| **Are non-competes enforceable?** | Allowed if reasonable |
+| **Bottom line** | Connecticut enforces employee non-competes only if reasonable under common law, but several occupation-specific statutes cap or void covenants for covered workers. |
+| **Main law or case** | common law (Scott v. Gen. Iron & Welding Co., 171 Conn. 132 (1976)); occupation statutes |
+| **Main exceptions** | Physician/PA/APRN 1-yr & 15-mile caps; security guards; broadcast employees; homemaker-companion/home-health bans |
+| **Can a court narrow it?** | Unsettled |
+| **Applies to contractors?** | Unclear |
+| **Restriction extended during a breach?** | Silent — open question |
+| **Maximum length set by law** | No general statutory cap; physicians/PAs/APRNs capped at 1 year |
+
+## Are employee non-compete agreements enforceable in Connecticut? {#employee-noncompetes}
+
+**Short answer.** Yes, sometimes. Connecticut is a reasonableness state, not a general ban state, and an employee non-compete is enforceable only if it is partial, reasonable, protective of a fair employer interest, not unduly harsh on the employee, and not injurious to the public interest [^scott-employee-noncompete-reasonableness][^scott-employee-livelihood].
+
+The common-law analysis comes from *Scott v. General Iron & Welding Co.* and related Connecticut cases. In practice, the five recurring questions are duration, geography, fair protection of the employer, restraint on the employee, and public interest [^scott-employee-noncompete-reasonableness][^scott-employee-livelihood].
+
+Connecticut also has targeted statutory overrides. Physicians, physician assistants, APRNs, security guards, broadcast employees, and homemaker-companion or home-health workers have separate statutory rules that can cap, narrow, or void a covenant before ordinary common-law balancing matters.
+
+"The interests of the employee himself must also be protected, and a restrictive covenant is unenforceable if by its terms the employee is precluded from pursuing his occupation and thus prevented from supporting himself and his family."[^scott-employee-livelihood]
+
+> [!NOTE]
+> **Practice note.**
+>
+> Do not classify Connecticut as a total-ban jurisdiction. Start with the worker category, then apply the statutory rule if one exists, and only then apply common-law reasonableness to any remaining covenant [^scott-employee-noncompete-reasonableness][^physician-statutory-cap-overview][^home-health-worker-ban-overview].
+
+## What legitimate business interests can support a Connecticut non-compete? {#protectable-interests}
+
+**Short answer.** Trade secrets, confidential information, customer lists, and customer goodwill are the core interests that can justify a tailored Connecticut restraint [^scott-customer-confidential-information][^roessler-customer-goodwill-protection][^cutsa-trade-secret-definition].
+
+*Scott* upheld protection for a customer list and other confidential information when the employee had access to them in a managerial role [^scott-customer-confidential-information]. *Roessler* treated customer relationships as protectable when the restriction was limited to customers the employee had serviced and solicited for the employer [^roessler-customer-goodwill-protection].
+
+CUTSA supplies the trade-secret overlay. A trade secret includes information such as a formula, process, cost data, or customer list only when it has independent economic value from not being generally known and is subject to reasonable secrecy efforts [^cutsa-trade-secret-definition]. CUTSA also authorizes injunctions for actual or threatened misappropriation and damages for actual loss and unjust enrichment [^cutsa-injunctive-relief][^cutsa-damages].
+
+> [!CAUTION]
+> **Drafting note.**
+>
+> Do not use a non-compete to block ordinary competition disconnected from a protectable interest. Tie the restraint to specific confidential information, trade secrets, customer lists, or goodwill, and keep trade-secret remedies in a separate confidentiality and CUTSA strategy [^scott-customer-confidential-information][^cutsa-trade-secret-definition][^cutsa-injunctive-relief].
+
+## What duration and geographic scope are reasonable for a Connecticut non-compete? {#duration-geography}
+
+**Short answer.** There is no single statewide cap for ordinary employees. Connecticut courts balance time, geography, employer protection, employee burden, and public interest as a whole [^scott-geographic-area-reasonable][^scott-five-year-duration][^van-dyck-time-geography-intertwined].
+
+*Scott* upheld a statewide management restriction because the employer had customers throughout Connecticut and did business in many towns [^scott-geographic-area-reasonable]. The same case upheld a five-year period based on the facts, including the years required to build the customer base and the employee's ability to keep working in his trade [^scott-five-year-duration].
+
+Customer-focused limits can be easier to defend than broad territory limits. In *Roessler*, a one-year restriction with broad locality language was upheld because it was limited to soliciting the employer's customers that the employee had serviced [^roessler-one-year-customer-limit]. *Van Dyck* likewise treated time and geography as intertwined rather than mechanical boxes [^van-dyck-time-geography-intertwined].
+
+> [!CAUTION]
+> **Drafting note.**
+>
+> Avoid copying a duration or radius from another Connecticut form without matching the worker's role and customer exposure. A larger area may need a shorter period, a longer period may need a narrower area, and a customer-specific restriction may be safer than a broad market ban [^van-dyck-time-geography-intertwined][^roessler-one-year-customer-limit].
+
+## Is continued at-will employment enough consideration for a Connecticut non-compete? {#continued-employment-consideration}
+
+**Short answer.** Yes, if the continued employment is connected to the covenant. The current Connecticut rule is that continued at-will employment can supply sufficient consideration for a restrictive covenant signed after employment has begun [^dur-a-flex-consideration-reversal][^schimenti-continued-employment-rule].
+
+*Dur-A-Flex* is the current Connecticut Supreme Court anchor. It reversed a lack-of-consideration ruling and required further proceedings on whether the non-compete was supported by adequate consideration [^dur-a-flex-consideration-reversal]. *Schimenti* had already read *Roessler* as binding precedent that continued at-will employment can be sufficient consideration when the employee receives the benefit of continued employment after signing [^schimenti-continued-employment-rule].
+
+The important limitation is connection. *Schimenti* held that continued employment can be sufficient if connected to the covenant, but a defendant may still try to prove no connection between signing and continued employment [^schimenti-connected-consideration]. *Thoma* is now best read as fact-specific: the later agreement removed severance rights, and continued employment was not predicated on the new agreement [^thoma-fact-specific-consideration].
+
+> [!NOTE]
+> **Practice note.**
+>
+> Do not rely on a recital alone. Connecticut now permits continued at-will employment as consideration, but the enforcement record is stronger when the offer letter, promotion letter, or covenant states that signing is a condition of continued employment and the employee actually receives that continued employment [^schimenti-continued-employment-rule][^schimenti-connected-consideration].
+
+## Will a Connecticut court blue-pencil or narrow an overbroad non-compete? {#court-narrowing}
+
+**Short answer.** Do not count on judicial rewriting. Connecticut authority gives employers no reliable rule that a court will rewrite an overbroad covenant into an enforceable one — internally inconsistent restraint language can be construed against the drafter, and the one statutory severance rule in this area preserves only the *non-covenant* provisions of a contract when the covenant itself is void [^thoma-ambiguous-duration-against-drafter][^physician-void-covenant-remainder-survives].
+
+The practical lesson is to draft severable and tiered restrictions. If the contract states one indivisible radius or one indivisible activity ban, a court may have no narrower text to preserve. Separable tiers, customer-specific alternatives, and a severability clause give a court cleaner text to enforce or strike.
+
+*Thoma* illustrates the risk of internally inconsistent noncompetition language: the court could not reasonably reconcile the conflicting terms and construed the ambiguity against the drafter [^thoma-ambiguous-duration-against-drafter]. The physician statute separately shows a narrow statutory severance model — when a physician covenant is void in whole or in part, the contract's remaining provisions survive [^physician-void-covenant-remainder-survives].
+
+> [!CAUTION]
+> **Drafting note.**
+>
+> Use tiered and severable drafting rather than an aggressive savings clause. A clause that asks a court to supply a new Connecticut radius, duration, or job-function limit is riskier than contract text that lets a court strike an unenforceable tier and leave a narrower tier intact [^thoma-ambiguous-duration-against-drafter][^physician-void-covenant-remainder-survives].
+
+## Which Connecticut industries and professions have special non-compete limits? {#industry-specific-limits}
+
+**Short answer.** Connecticut has targeted statutory limits for physicians, physician assistants, APRNs, security guards, broadcast employees, and homemaker-companion or home-health service workers [^physician-one-year-fifteen-mile-limit][^physician-assistant-one-year-fifteen-mile-limit][^aprn-one-year-fifteen-mile-limit][^security-guard-trade-secret-exception][^broadcast-employee-restriction-ban][^home-health-worker-covenant-void].
+
+For physicians, a covenant must be necessary to protect a legitimate business interest, reasonably limited, and consistent with law and public policy; for covenants entered, amended, extended, or renewed on or after July 1, 2016, the restraint cannot exceed one year or a fifteen-mile radius from the primary practice site [^physician-one-year-fifteen-mile-limit][^physician-termination-nonrenewal-limit]. Physician assistants and APRNs have parallel one-year and fifteen-mile limits for covenants entered, amended, extended, or renewed on or after October 1, 2023 [^physician-assistant-one-year-fifteen-mile-limit][^aprn-one-year-fifteen-mile-limit].
+
+Security-guard covenants are barred for covered guards working the same or similar job at the same location unless the employer proves the guard obtained employer trade secrets [^security-guard-trade-secret-exception]. Broadcast-industry employers cannot require covered broadcast employees to refrain from other broadcast employment in a specified area for a specified time after termination [^broadcast-employee-restriction-ban].
+
+For homemaker-companion and home-health services, Connecticut voids covenants not to compete, and a companion statute voids client no-hire clauses that impose penalties, fees, breach claims, damages, or injunction exposure for directly hiring the agency employee [^home-health-worker-covenant-void][^home-health-client-no-hire-ban].
+
+> [!NOTE]
+> **Practice note.**
+>
+> Do not use the ordinary *Scott* reasonableness test to rescue a covenant that a Connecticut occupation-specific statute voids. For covered workers, the statute controls first, and common-law reasonableness matters only if the statutory rule leaves room for enforcement [^physician-one-year-fifteen-mile-limit][^security-guard-trade-secret-exception][^home-health-worker-covenant-void].
+
+## Does a Connecticut non-compete toll or extend during breach or litigation? {#tolling-extension}
+
+**Short answer.** This is an open Connecticut question. No staged Connecticut statute or appellate decision squarely endorses automatic judicial tolling or enforcement of an extension-on-breach clause after the stated restricted period expires [^van-dyck-injunction-moot-after-period][^scott-reasonableness-backdrop-for-tolling].
+
+The best staged Connecticut authority points toward caution. In *Van Dyck*, the plaintiff sought injunctive relief on a covenant whose claimed period had already run, and the Superior Court treated the request for injunctive relief as moot rather than automatically extending the restraint [^van-dyck-injunction-moot-after-period]. That does not decide every contractual tolling clause, but it is not an endorsement of automatic extension.
+
+Contractual extension-on-breach language still has to fit the *Scott* reasonableness lens. If the extension turns a fixed covenant into an open-ended restraint, or if litigation delay creates a much longer practical restraint than the employer could justify at signing, enforceability is unsettled and fact-dependent [^scott-reasonableness-backdrop-for-tolling].
+
+> [!NOTE]
+> **Practice note.**
+>
+> Open question: Connecticut law is unsettled on whether an extension-on-breach clause is enforceable after the original restricted period expires. Draft any tolling clause as a separate, reasonable restraint tied to breach duration and a legitimate interest, and do not assume a court will extend an expired covenant automatically [^van-dyck-injunction-moot-after-period][^scott-reasonableness-backdrop-for-tolling].
+
+## Did the FTC's federal non-compete rule change Connecticut non-compete law? {#federal-ftc-overlay}
+
+**Short answer.** No. The FTC's 2024 nationwide Non-Compete Rule was set aside by a federal district court, so Connecticut non-competes remain governed by Connecticut statutes, Connecticut common law, and any other applicable state or federal claim-specific rules [^ryan-ftc-rule-set-aside].
+
+*Ryan LLC v. FTC* held that the FTC lacked statutory authority to promulgate the rule and that the rule was arbitrary and capricious [^ryan-ftc-unlawful-agency-action]. The court then set aside the rule and stated that it would not be enforced or take effect on September 4, 2024, or later [^ryan-ftc-rule-set-aside].
+
+That federal outcome does not make every Connecticut covenant enforceable. It simply removes the FTC rule as the nationwide overlay. Connecticut's common-law reasonableness test and occupation-specific statutes still control the Connecticut analysis.
+
+"The Non-Compete Rule, 16 C.F.R. § 910.1–.6, is hereby SET ASIDE and shall not be enforced or otherwise take effect on September 4, 2024, or thereafter."[^ryan-ftc-rule-set-aside]
+
+## What recent Connecticut non-compete reform efforts should employers watch? {#pending-reform}
+
+**Short answer.** None is currently law. Connecticut's most recent reform effort, House Bill 5492 (2026), would have voided non-competes for lower-wage workers [^hb-5492-wage-threshold-bill]. It did not pass: the bill reached the House Calendar but got no floor vote before the General Assembly adjourned, the latest in a line of failed attempts.
+
+The enacted baseline remains common-law reasonableness plus the occupation-specific statutes described above. HB 5492 matters because it signals the likely direction of future legislation, not because it is current law.
+
+HB 5492 would have made a covenant void and unenforceable against employees earning less than two times, and independent contractors earning less than five times, the minimum fair wage [^hb-5492-wage-threshold-bill]. The Labor and Public Employees Committee reported it favorably and it reached the House Calendar as File No. 393 on April 2, 2026, but it received no floor vote before the General Assembly adjourned for the 2026 session, so it died — following House Bill 7196 in 2025 and House Bill 5269 in 2024.
+
+> [!NOTE]
+> **Practice note.**
+>
+> Treat a failed bill like HB 5492 as a monitoring item, not as present Connecticut law. Recheck the official Connecticut General Assembly bill status each session before changing forms or telling workers that Connecticut has enacted a general wage-threshold non-compete statute [^hb-5492-wage-threshold-bill].
+
+[^about]: By Steven Obiajulu, J.D. Published by [openagreements.org](https://openagreements.org) · Maintained by [UseJunior](https://usejunior.com). Last reviewed 2026-06-02. License: CC BY 4.0. Steven Obiajulu, J.D. is admitted in New York, not Connecticut. This article synthesizes Connecticut primary law and is not legal advice from a Connecticut-admitted attorney. This article is for informational purposes only and does not create an attorney-client relationship.
+
+[^scott-employee-noncompete-reasonableness]: **Scott v. General Iron & Welding Co.** — "In order to be valid and binding, a covenant which restricts the activities of an employee following the termination of his employment must be partial and restricted in its operation ‘in respect either to time or place, . . . and must be reasonable — that is, it should afford only a fair protection to the interest of the party in whose favor it is made and must not be so large in its operation as to interfere with the interests of the public." *Scott v. Gen. Iron & Welding Co., 171 Conn. 132 (1976).* <https://www.courtlistener.com/opinion/2268855/scott-v-general-iron-welding-co/#:~:text=In%20order%20to%20be%20valid,the%20interests%20of%20the%20public.>
+
+[^scott-employee-livelihood]: **Scott v. General Iron & Welding Co.** — "The interests of the employee himself must also be protected, and a restrictive covenant is unenforceable if by its terms the employee is precluded from pursuing his occupation and thus prevented from supporting himself and his family." *Scott v. Gen. Iron & Welding Co., 171 Conn. 132 (1976).* <https://www.courtlistener.com/opinion/2268855/scott-v-general-iron-welding-co/#:~:text=The%20interests%20of%20the%20employee,supporting%20himself%20and%20his%20family.>
+
+[^physician-statutory-cap-overview]: **Conn. Gen. Stat. § 20-14p** — "A covenant not to compete is valid and enforceable only if it is: (A) Necessary to protect a legitimate business interest; (B) reasonably limited in time, geographic scope and practice restrictions as necessary to protect such business interest; and (C) otherwise consistent with the law and public policy." *Conn. Gen. Stat. § 20-14p(b)(1).* <https://www.cga.ct.gov/current/pub/chap_370.htm#sec_20-14p>
+
+[^home-health-worker-ban-overview]: **Conn. Gen. Stat. § 20-681** — "Any covenant not to compete is against public policy and shall be void and unenforceable." *Conn. Gen. Stat. § 20-681.* <https://www.cga.ct.gov/current/pub/chap_400o.htm#sec_20-681>
+
+[^scott-customer-confidential-information]: **Scott v. General Iron & Welding Co.** — "The plaintiff’s knowledge of the defendant’s customer list was a potential threat to the defendant’s business, and the defendant was entitled to protect that and other confidential information for a reasonable period of time." *Scott v. Gen. Iron & Welding Co., 171 Conn. 132 (1976).* <https://www.courtlistener.com/opinion/2268855/scott-v-general-iron-welding-co/#:~:text=The%20plaintiff%E2%80%99s%20knowledge%20of%20the,a%20reasonable%20period%20of%20time.>
+
+[^roessler-customer-goodwill-protection]: **Roessler v. Burwell** — "The limitation of the solicitation to such customers was one well calculated to afford to the plaintiff a reasonable protection in his business against deprivation of customers with whom the defendant had very likely established friendly relations, and whom he could approach upon the definite basis of affording them as good or better service than the plaintiff had done in the past." *Roessler v. Burwell, 119 Conn. 289 (1934).* <https://www.courtlistener.com/opinion/3323907/roessler-v-burwell/#:~:text=The%20limitation%20of%20the%20solicitation,had%20done%20in%20the%20past.>
+
+[^cutsa-trade-secret-definition]: **Conn. Gen. Stat. § 35-51** — "Notwithstanding the provisions of sections 1-210 , 31-40j to 31-40p , inclusive, and subsection (c) of section 12-62 , ‘trade secret’ means information, including a formula, pattern, compilation, program, device, method, technique, process, drawing, cost data or customer list that: (1) Derives independent economic value, actual or potential, from not being generally known to, and not being readily ascertainable by proper means by, other persons who can obtain economic value from its disclosure or use, and (2) is the subject of efforts that are reasonable under the circumstances to maintain its secrecy." *Conn. Gen. Stat. § 35-51(d).* <https://www.cga.ct.gov/current/pub/chap_625.htm#sec_35-51>
+
+[^cutsa-injunctive-relief]: **Conn. Gen. Stat. § 35-52** — "Actual or threatened misappropriation may be enjoined upon application to any court of competent jurisdiction." *Conn. Gen. Stat. § 35-52(a).* <https://www.cga.ct.gov/current/pub/chap_625.htm#sec_35-52>
+
+[^cutsa-damages]: **Conn. Gen. Stat. § 35-53** — "In addition to or in lieu of injunctive relief, a complainant may recover damages for the actual loss caused by misappropriation. A complainant also may recover for the unjust enrichment caused by misappropriation that is not taken into account in computing damages for actual loss." *Conn. Gen. Stat. § 35-53(a).* <https://www.cga.ct.gov/current/pub/chap_625.htm#sec_35-53>
+
+[^scott-geographic-area-reasonable]: **Scott v. General Iron & Welding Co.** — "A restrictive covenant which protects the employer in areas in which he does not do business or is unlikely to do business is unreasonable with respect to area." *Scott v. Gen. Iron & Welding Co., 171 Conn. 132 (1976).* <https://www.courtlistener.com/opinion/2268855/scott-v-general-iron-welding-co/#:~:text=A%20restrictive%20covenant%20which%20protects,unreasonable%20with%20respect%20to%20area.>
+
+[^scott-five-year-duration]: **Scott v. General Iron & Welding Co.** — "In this case, the court could reasonably and logically conclude that a five-year restriction is reasonable, as the finding reveals that it had taken years of effort for the defendant to acquire its customers." *Scott v. Gen. Iron & Welding Co., 171 Conn. 132 (1976).* <https://www.courtlistener.com/opinion/2268855/scott-v-general-iron-welding-co/#:~:text=In%20this%20case%2C%20the%20court,defendant%20to%20acquire%20its%20customers.>
+
+[^van-dyck-time-geography-intertwined]: **Van Dyck Printing Co. v. DiNicola** — "A restriction covering a large area might be reasonable if in effect for a brief time, while a restriction covering a small area might be reasonable for a longer time." *Van Dyck Printing Co. v. DiNicola, 43 Conn. Supp. 191 (1993).* <https://www.courtlistener.com/opinion/3334840/van-dyck-printing-co-v-dinicola/#:~:text=A%20restriction%20covering%20a%20large,reasonable%20for%20a%20longer%20time.>
+
+[^roessler-one-year-customer-limit]: **Roessler v. Burwell** — "The time was only for one year, and while the statement of the locality itself was broad, the covenant was definitely restricted to the solicitation of customers of the plaintiff." *Roessler v. Burwell, 119 Conn. 289 (1934).* <https://www.courtlistener.com/opinion/3323907/roessler-v-burwell/#:~:text=The%20time%20was%20only%20for,of%20customers%20of%20the%20plaintiff.>
+
+[^dur-a-flex-consideration-reversal]: **Dur-A-Flex, Inc. v. Dy** — "We conclude, therefore, that the trial court incorrectly determined that continued employment can never be consideration for a noncompete agreement." *Dur-A-Flex, Inc. v. Dy, 349 Conn. 513 (2024).* <https://www.courtlistener.com/opinion/10131708/dur-a-flex-inc-v-dy/#:~:text=We%20conclude%2C%20therefore%2C%20that%20the%20trial%20court%20incorrectly,consideration%20for%20a%20noncompete%20agreement.>
+
+[^schimenti-continued-employment-rule]: **Schimenti Construction Co., LLC v. Schimenti** — "Its holding that consideration in the form of continued employment for at-will employees can be sufficient to make enforceable a restrictive covenant agreed to by the parties at some point after the commencement of employment remains binding precedent." *Schimenti Constr. Co., LLC v. Schimenti, 217 Conn. App. 224 (2023).* <https://www.courtlistener.com/opinion/9367427/schimenti-construction-co-llc-v-schimenti/#:~:text=Its%20holding%20that%20consideration%20in,of%20employment%20remains%20binding%20precedent.>
+
+[^schimenti-connected-consideration]: **Schimenti Construction Co., LLC v. Schimenti** — "At trial, as the plaintiff did in Thoma, the defendant may present evidence that there was no con- nection between the nondisclosure agreement and his continued employment; but, if connected, continued employment can be sufficient consideration for a restrictive covenant." *Schimenti Constr. Co., LLC v. Schimenti, 217 Conn. App. 224 (2023).* <https://www.courtlistener.com/opinion/9367427/schimenti-construction-co-llc-v-schimenti/#:~:text=At%20trial%2C%20as%20the%20plaintiff,consideration%20for%20a%20restrictive%20covenant.>
+
+[^thoma-fact-specific-consideration]: **Thoma v. Oxford Performance Materials, Inc.** — "Consequently, the record supports the court’s conclusion that the defendant’s financing and the plaintiff’s continued employment were not predicated on the second agreement’s execution." *Thoma v. Oxford Performance Materials, Inc., 153 Conn. App. 50 (2014).* <https://www.courtlistener.com/opinion/2733143/thoma-v-oxford-performance-materials-inc/#:~:text=Consequently%2C%20the%20record%20supports%20the,on%20the%20second%20agreement%E2%80%99s%20execution.>
+
+[^thoma-ambiguous-duration-against-drafter]: **Thoma v. Oxford Performance Materials, Inc.** — "Such a reasonable construction is not possible in this case." *Thoma v. Oxford Performance Materials, Inc., 153 Conn. App. 50 (2014).* <https://www.courtlistener.com/opinion/2733143/thoma-v-oxford-performance-materials-inc/#:~:text=Such%20a%20reasonable%20construction%20is,not%20possible%20in%20this%20case.>
+
+[^physician-void-covenant-remainder-survives]: **Conn. Gen. Stat. § 20-14p** — "The remaining provisions of any contract or agreement that includes a covenant not to compete that is rendered void and unenforceable, in whole or in part, under the provisions of this section shall remain in full force and effect, including provisions that require the payment of damages resulting from any injury suffered by reason of termination of such contract or agreement." *Conn. Gen. Stat. § 20-14p(c).* <https://www.cga.ct.gov/current/pub/chap_370.htm#sec_20-14p>
+
+[^physician-one-year-fifteen-mile-limit]: **Conn. Gen. Stat. § 20-14p** — "A covenant not to compete that is entered into, amended, extended or renewed on or after July 1, 2016, shall not: (A) Restrict the physician's competitive activities (i) for a period of more than one year, and (ii) in a geographic region of more than fifteen miles from the primary site where such physician practices; or (B) be enforceable against a physician if (i) such employment contract or agreement was not made in anticipation of, or as part of, a partnership or ownership agreement and such contract or agreement expires and is not renewed, unless, prior to such expiration, the employer makes a bona fide offer to renew the contract on the same or similar terms and conditions, or (ii) the employment or contractual relationship is terminated by the employer, unless such employment or contractual relationship is terminated for cause." *Conn. Gen. Stat. § 20-14p(b)(2).* <https://www.cga.ct.gov/current/pub/chap_370.htm#sec_20-14p>
+
+[^physician-assistant-one-year-fifteen-mile-limit]: **Conn. Gen. Stat. § 20-12k** — "A covenant not to compete that is entered into, amended, extended or renewed on or after October 1, 2023, shall not: (A) Restrict the physician assistant's competitive activities (i) for a period of more than one year, and (ii) in a geographic region of more than fifteen miles from the primary site where such physician assistant practices; or (B) be enforceable against a physician assistant if (i) such employment contract or agreement was not made in anticipation of, or as part of, a partnership or ownership agreement and such contract or agreement expires and is not renewed, unless, prior to such expiration, the employer makes a bona fide offer to renew the contract on the same or similar terms and conditions, or (ii) the employment or contractual relationship is terminated by the employer, unless such employment or contractual relationship is terminated for cause." *Conn. Gen. Stat. § 20-12k(b)(2).* <https://www.cga.ct.gov/current/pub/chap_370.htm#sec_20-12k>
+
+[^aprn-one-year-fifteen-mile-limit]: **Conn. Gen. Stat. § 20-101d** — "A covenant not to compete that is entered into, amended, extended or renewed on or after October 1, 2023, shall not: (A) Restrict the advanced practice registered nurse's competitive activities (i) for a period of more than one year, and (ii) in a geographic region of more than fifteen miles from the primary site where such advanced practice registered nurse practices; or (B) be enforceable against an advanced practice registered nurse if (i) such employment contract or agreement was not made in anticipation of, or as part of, a partnership or ownership agreement and such contract or agreement expires and is not renewed, unless, prior to such expiration, the employer makes a bona fide offer to renew the contract on the same or similar terms and conditions, or (ii) the employment or contractual relationship is terminated by the employer, unless such employment or contractual relationship is terminated for cause." *Conn. Gen. Stat. § 20-101d(b)(2).* <https://www.cga.ct.gov/current/pub/chap_378.htm#sec_20-101d>
+
+[^security-guard-trade-secret-exception]: **Conn. Gen. Stat. § 31-50a** — "No employer may require any person employed in the classification 339032 of the standard occupational classification system of the Bureau of Labor Statistics of the United States Department of Labor to enter into an agreement prohibiting such person from engaging in the same or a similar job, at the same location at which the employer employs such person, for another employer or as a self-employed person, unless the employer proves that such person has obtained trade secrets, as defined in subsection (d) of section 35-51 , of the employer." *Conn. Gen. Stat. § 31-50a(a).* <https://www.cga.ct.gov/current/pub/chap_557.htm#sec_31-50a>
+
+[^broadcast-employee-restriction-ban]: **Conn. Gen. Stat. § 31-50b** — "No broadcast industry employer employment contract for the services of a broadcast employee may contain a provision requiring that such broadcast employee: (1) Refrain from obtaining employment in a specified geographical area for a specified period of time after termination of employment with that broadcast industry employer; (2) Disclose the terms or conditions of an offer of employment, or the existence of any such offer, from any other broadcast industry employer following the expiration of the term of the employment contract; or (3) Agree to enter into a subsequent employment contract with the broadcast industry employer, or extend or renew the existing employment contract, upon the same terms and conditions offered by a prospective employer." *Conn. Gen. Stat. § 31-50b(b).* <https://www.cga.ct.gov/current/pub/chap_557.htm#sec_31-50b>
+
+[^home-health-worker-covenant-void]: **Conn. Gen. Stat. § 20-681** — "Any covenant not to compete is against public policy and shall be void and unenforceable." *Conn. Gen. Stat. § 20-681.* <https://www.cga.ct.gov/current/pub/chap_400o.htm#sec_20-681>
+
+[^physician-termination-nonrenewal-limit]: **Conn. Gen. Stat. § 20-14p** — "A covenant not to compete that is entered into, amended, extended or renewed on or after October 1, 2023, shall not be enforceable if (A) the physician who is a party to the employment or other contract or agreement does not agree to a proposed material change to the compensation terms of such contract or agreement prior to or at the time of the extension or renewal of such contract or agreement, and (B) the contract or agreement expires and is not renewed by the employer or the employment or contractual relationship is terminated by the employer, unless such employment or contractual relationship is terminated by the employer for cause." *Conn. Gen. Stat. § 20-14p(b)(3).* <https://www.cga.ct.gov/current/pub/chap_370.htm#sec_20-14p>
+
+[^home-health-client-no-hire-ban]: **Conn. Gen. Stat. § 20-683** — "Any no-hire clause in a contract between a homemaker-companion agency and a client of such agency is against public policy and shall be void." *Conn. Gen. Stat. § 20-683(b).* <https://www.cga.ct.gov/current/pub/chap_400o.htm#sec_20-683>
+
+[^van-dyck-injunction-moot-after-period]: **Van Dyck Printing Co. v. DiNicola** — "Because the plaintiffs claim concerning the covenant at issue applied to a two year period commencing in April, 1987, the plaintiff’s request for injunctive relief has become moot." *Van Dyck Printing Co. v. DiNicola, 43 Conn. Supp. 191 (1993).* <https://www.courtlistener.com/opinion/3334840/van-dyck-printing-co-v-dinicola/#:~:text=Because%20the%20plaintiffs%20claim%20concerning,injunctive%20relief%20has%20become%20moot.>
+
+[^scott-reasonableness-backdrop-for-tolling]: **Scott v. General Iron & Welding Co.** — "In determining whether a restrictive covenant of employment is in restraint of trade, ‘[t]he test of its validity is the reasonableness of the restraint it imposes.’" *Scott v. Gen. Iron & Welding Co., 171 Conn. 132 (1976).* <https://www.courtlistener.com/opinion/2268855/scott-v-general-iron-welding-co/#:~:text=In%20determining%20whether%20a%20restrictive,of%20the%20restraint%20it%20imposes.%E2%80%9D>
+
+[^ryan-ftc-rule-set-aside]: **Ryan LLC v. Federal Trade Commission** — "The Non-Compete Rule, 16 C.F.R. § 910.1–.6, is hereby SET ASIDE and shall not be enforced or otherwise take effect on September 4, 2024, or thereafter." *Ryan LLC v. Fed. Trade Comm'n, 746 F. Supp. 3d 369 (N.D. Tex. 2024).* <https://www.courtlistener.com/opinion/10205745/ryan-llc-v-federal-trade-commission/#:~:text=The%20Non%2DCompete%20Rule%2C%2016%20C.F.R.,September%204%2C%202024%2C%20or%20thereafter.>
+
+[^ryan-ftc-unlawful-agency-action]: **Ryan LLC v. Federal Trade Commission** — "In sum, the Court concludes that the FTC lacks statutory authority to promulgate the Non- Compete Rule, and that the Rule is arbitrary and capricious." *Ryan LLC v. Fed. Trade Comm'n, 746 F. Supp. 3d 369 (N.D. Tex. 2024).* <https://www.courtlistener.com/opinion/10205745/ryan-llc-v-federal-trade-commission/#:~:text=In%20sum%2C%20the%20Court%20concludes%20that,Rule%20is%20arbitrary%20and%20capricious.>
+
+[^hb-5492-wage-threshold-bill]: **An Act Concerning Limitations on the Use on Noncompete Agreements (H.B. 5492)** — "A covenant not to compete shall be void and unenforceable against a worker if (1) such worker is (A) an employee whose hourly wage is less than two times the minimum fair wage, or (B) an independent contractor whose hourly wage is less than five times the minimum fair wage" *H.B. 5492, 2026 Gen. Assemb., Feb. Sess. (Conn. 2026) (File No. 393).* <https://www.cga.ct.gov/2026/fc/pdf/2026HB-05492-R000393-FC.pdf>

package/skills/non-compete-contract-explainer/content/delaware.md

@@ -0,0 +1,222 @@
+---
+jurisdiction: "Delaware"
+slug: delaware
+countryCode: US
+snapshotAsOf: "2026-06-08"
+lastReviewed: "2026-06-02"
+canonicalUrl: https://openagreements.org/legal/non-compete/delaware
+license: CC BY 4.0
+stale: false
+---
+
+> [!IMPORTANT]
+> **Informational only — not legal advice.** This is a snapshot of an OpenAgreements practice note,
+> provided for general information. It is not legal advice, does not create an attorney-client
+> relationship, and is not a substitute for a licensed attorney in the relevant jurisdiction.
+> Laws change; verify against the canonical version before relying on it.
+>
+> **Canonical:** https://openagreements.org/legal/non-compete/delaware · **Snapshot as of:** 2026-06-08 · License: CC BY 4.0 · © UseJunior
+
+# Non-Competes in Delaware[^about]
+
+Delaware enforces reasonable non-competes under Court of Chancery and Supreme Court case law, but modern decisions refuse to blue-pencil overbroad covenants and must be read with the physician ban and choice-of-law statute.
+
+
+## At a glance
+
+| Question | Delaware |
+| --- | --- |
+| **Are non-competes enforceable?** | Allowed if reasonable |
+| **Bottom line** | Delaware enforces reasonable non-competes under Chancery/Supreme Court case law but increasingly refuses to blue-pencil overbroad ones, and physician practice-restricting covenants are void by statute. |
+| **Main law or case** | common law (FP UC Holdings, LLC v. Hamilton, 2020 (Del. Ch.)); physician ban 6 Del. C. § 2707 |
+| **Main exceptions** | Physician practice covenants void (§ 2707); home-inspector trainees; sale-of-business reviewed less searchingly |
+| **Can a court narrow it?** | No |
+| **Applies to contractors?** | Unclear |
+| **Restriction extended during a breach?** | Not addressed |
+| **Maximum length set by law** | No statutory limit |
+
+## Are employee non-compete agreements enforceable in Delaware? {#employee-noncompetes}
+
+**Short answer.** Yes, if the covenant is reasonable, protects a legitimate economic interest, and survives the equities. Delaware courts do not mechanically enforce non-competes [^fp-uc-reasonableness-test].
+
+Delaware has no general wage-threshold, notice, or garden-leave statute for ordinary employee non-competes. The baseline rule is common law. The covenant must meet contract-law requirements, fit the protected business interest, and avoid imposing unusual hardship or an unreasonable restraint on trade [^fp-uc-reasonableness-test][^sunder-chancery-holistic-review].
+
+The practical posture is pro-enforcement only for disciplined drafting. A Delaware choice of law clause, executive status, or equity grant does not replace the reasonableness inquiry for a true restraint on post-employment competition.
+
+## What makes a Delaware non-compete reasonable? {#reasonableness-test}
+
+**Short answer.** Delaware looks at the covenant's time, geography, activity scope, protected interest, consideration, and equitable effect together. A covenant should be no broader than the business interest it protects [^payscale-legitimate-interests].
+
+Recognized interests include employer goodwill and confidential information. In *Payscale*, the Delaware Supreme Court held at the pleading stage that an eighteen-month nationwide restriction could proceed where Payscale pleaded a nationwide business, high-value customer relationships, and confidential compensation-data strategy [^payscale-legitimate-interests][^payscale-specific-interests-pleaded].
+
+That is not a safe harbor for nationwide clauses. It is a procedural and factual point: broad scope may be supportable when the pleaded business reality is equally broad, but Delaware still requires tailoring. Surviving a motion to dismiss is not a ruling that the covenant is reasonable; it means only that the complaint pleaded enough to proceed past the pleading stage.
+
+## Will a Delaware court narrow or blue-pencil an overbroad non-compete? {#court-narrowing}
+
+**Short answer.** Usually not as a litigation strategy. Delaware courts retain equitable discretion, but recent Chancery and Supreme Court decisions warn that overbroad covenants may fall rather than be rewritten [^sunder-supreme-blue-pencil-discretion].
+
+The modern no-blue-pencil spine comes from *Kodiak*, *Intertek*, and *Sunder*. The reason is incentive-based: if courts routinely trim overbroad restrictions, employers can draft broadly, chill workers, and still get a lawful restraint if challenged [^kodiak-blue-pencil-inequity][^intertek-no-rescue][^sunder-supreme-perverse-incentives].
+
+> [!CAUTION]
+> **Drafting note.**
+>
+> Do not draft a Delaware covenant on the assumption that a court will narrow it later. Put the actual enforceable scope in the contract: protected business, restricted activities, customer set, geography, and duration [^sunder-supreme-blue-pencil-discretion][^intertek-no-rescue].
+
+## How does Delaware treat sale-of-business non-competes? {#sale-of-business}
+
+**Short answer.** Delaware gives sale-of-business covenants a less searching review than ordinary employment covenants, but the restraint still must match the goodwill and competitive space bought in the deal [^derge-sale-less-searching].
+
+*Kodiak* is the cautionary example. The buyer acquired Northwest, but the covenant also protected unrelated Kodiak business segments and affiliates. The Court of Chancery refused preliminary enforcement because the restraint exceeded the interest purchased in the transaction [^kodiak-goodwill-limit].
+
+*Derge* shows the other side. The Court of Chancery enforced a five-year sale-linked covenant against a C-suite executive who received nearly one million dollars in merger consideration and had operational knowledge across the acquired business [^derge-substantial-consideration][^derge-reasonable-sale-scope].
+
+> [!CAUTION]
+> **Drafting note.**
+>
+> In a Delaware M&A covenant, define the restricted business by the acquired business and the goodwill actually purchased. Do not use buyer-family affiliate language to protect unrelated legacy businesses unless the record supports that scope [^kodiak-goodwill-limit].
+
+## Are equity-forfeiture or forfeiture-for-competition provisions enforceable in Delaware? {#forfeiture-for-competition}
+
+**Short answer.** Yes — and not only in the limited-partnership setting. Delaware treats a forfeiture-for-competition provision as a condition on a deferred benefit rather than an injunction-backed restraint, and reviews it under the employee-choice doctrine instead of the ordinary reasonableness test [^ainslie-condition-precedent].
+
+The distinction matters. A true non-compete restrains work and is reviewed for reasonableness. A forfeiture-for-competition provision can let the former partner compete while losing a contingent benefit. In that setting, the Delaware Supreme Court held that public policy favored enforcing the limited partnership agreement against sophisticated parties [^ainslie-employee-choice-distinction][^ainslie-summary-rule].
+
+*Ainslie* itself arose from a limited-partnership agreement, but the doctrine is not confined to that setting. In *LKQ Corp. v. Rutledge*, the Delaware Supreme Court advised the Seventh Circuit that *Ainslie* is not restricted to the limited-partnership context, extending the employee-choice doctrine to a corporate restricted-stock-unit forfeiture-for-competition provision [^lkq-not-limited-to-lp].
+
+Do not overread the doctrine. It governs forfeiture conditions on deferred benefits such as partnership distributions or equity awards; it does not let an employer relabel a covenant that directly bars work and thereby escape the reasonableness review that still governs true restraints on post-employment competition.
+
+## What consideration is required for a Delaware non-compete? {#consideration}
+
+**Short answer.** Delaware can treat continued at-will employment as sufficient consideration when signing is a condition of continued employment, and the Delaware Supreme Court measures consideration at contract formation rather than enforcement [^powell-continued-employment][^doorly-formation-timing].
+
+*Powell* upheld a restrictive covenant where the employee was told he would lose the position if he did not sign. *Doorly* later addressed equity-linked covenants and reversed dismissal where the Court of Chancery had evaluated consideration after the employee forfeited incentive units [^powell-condition-employment][^doorly-not-reevaluated].
+
+Consideration is not the whole analysis. A covenant supported by employment, promotion, cash, or equity still must satisfy the Delaware reasonableness test if it restrains post-employment competition. *Doorly* fixes whether consideration *exists* at formation, but the *adequacy* of that consideration is not irrelevant — the balancing of the equities still lets a court weigh how much the employee actually received against the breadth of the restraint [^payscale-adequacy-equities].
+
+## Are physician non-competes allowed in Delaware? {#physician-noncompetes}
+
+**Short answer.** No, not if the covenant restricts a physician's right to practice medicine by place or time after termination. Delaware Code § 2707 makes that type of physician non-compete void [^delaware-physician-void].
+
+The statute is targeted. It applies to physician covenants in employment, partnership, or corporate agreements, and it leaves other agreement provisions enforceable. It also permits damages provisions if the amount is reasonably related to injury from termination, including damages related to competition [^delaware-physician-damages].
+
+> [!CAUTION]
+> **Drafting note.**
+>
+> For Delaware physician agreements, separate any damages clause from a prohibited practice restriction and tie the damages amount to actual injury. Section 2707 voids the locale-or-time restraint but preserves reasonably related damages provisions [^delaware-physician-void][^delaware-physician-damages].
+
+## Can a contract choose Delaware law to govern a non-compete? {#delaware-choice-of-law}
+
+**Short answer.** Often yes for qualifying contracts, but not absolutely. Section 2708 supports Delaware choice-of-law clauses, while Delaware conflict-of-law decisions can still defer to another state's fundamental non-compete policy [^delaware-choice-law-statute][^ascension-public-policy-limit].
+
+Section 2708 creates a strong Delaware-law anchor when the written contract selects Delaware law and the parties are subject to Delaware jurisdiction and service. The statute excludes contracts involving less than $100,000 [^delaware-choice-law-threshold].
+
+But *Ascension* refused to let Delaware's contractarian policy automatically override California's statutory policy for a California employee and California-centered performance. *FP UC Holdings* applied the same Restatement-style framework when Alabama had the stronger interest in an Alabama non-compete issue [^ascension-public-policy-limit][^fp-uc-choice-law-limit].
+
+> [!NOTE]
+> **Practice note.**
+>
+> A Delaware choice-of-law clause is not a universal workaround for another state's non-compete restrictions. Before enforcing against an out-of-state worker, analyze the default state, its fundamental policy, and whether it has a materially greater interest in the specific covenant [^ascension-public-policy-limit][^fp-uc-choice-law-limit].
+
+## How do trade-secret and confidentiality protections fit in? {#trade-secrets-confidentiality}
+
+**Short answer.** DUTSA gives Delaware employers targeted trade-secret remedies that can substitute for, or sit beside, a narrower covenant package. It protects information that has independent economic value from secrecy and is subject to reasonable secrecy efforts [^dutsa-trade-secret-definition].
+
+DUTSA authorizes injunctions for actual or threatened misappropriation, damages for actual loss and unjust enrichment, exemplary damages for wilful and malicious misappropriation, and fee shifting in specified bad-faith or wilful-and-malicious cases [^dutsa-injunctive-relief][^dutsa-damages][^dutsa-fees].
+
+It also preserves contract remedies, whether or not based on trade-secret misappropriation. That matters for confidentiality clauses, but a confidentiality clause should still be drafted around actual confidential information rather than as an indefinite non-compete by another name [^dutsa-contract-remedies].
+
+## Are there other Delaware statutory non-compete limits? {#home-inspector-trainees}
+
+**Short answer.** Yes. Delaware separately protects home inspector trainees: a trainee cannot be required to sign a non-compete with a supervising licensed home inspector as a condition of satisfying trainee requirements [^home-inspector-trainee-ban].
+
+This is a narrow licensing rule, not a general employee non-compete statute. It should be included in profession-specific reviews, especially for inspection businesses and trainee-supervision arrangements.
+
+## What are the key recent developments in Delaware non-compete law? {#recent-developments}
+
+**Short answer.** From 2024 through 2026, the Delaware Supreme Court issued a run of restrictive-covenant decisions spanning the employee-choice doctrine, blue-pencil discretion, consideration timing, and pleading-stage treatment of broad employee covenants [^ainslie-recent-track][^lkq-recent-track][^sunder-recent-track][^doorly-recent-track][^payscale-recent-track].
+
+- 
+- 
+- 
+- 
+- 
+
+The through-line is not that Delaware became anti-enforcement. It is that Delaware separates contract forms carefully and demands fact-specific tailoring before enforcing true restraints on work.
+
+[^about]: By Steven Obiajulu, J.D. Published by [openagreements.org](https://openagreements.org) · Maintained by [UseJunior](https://usejunior.com). Last reviewed 2026-06-02. License: CC BY 4.0. Steven Obiajulu, J.D. is admitted in New York, not Delaware. This article synthesizes Delaware primary law and is not legal advice from a Delaware-admitted attorney. This article is for informational purposes only and does not create an attorney-client relationship.
+
+[^fp-uc-reasonableness-test]: **FP UC Holdings, LLC v. Hamilton** — "Instead, our courts carefully review the covenants to assure they ‘(1) [are] reasonable in geographic scope and temporal duration, (2) advance a legitimate economic interest of the party seeking its enforcement, and (3) survive a balancing of the equities.’" *FP UC Holdings, LLC v. Hamilton, 2020 WL 1492783, at *6 (Del. Ch. Mar. 27, 2020).* <https://www.courtlistener.com/opinion/4739986/fp-uc-holdings-llc-fpmcm-llc-and-fast-pace-medical-clinic-pllc-v/#:~:text=Instead%2C%20our%20courts%20carefully%20review,a%20balancing%20of%20the%20equities.%E2%80%9D>
+
+[^sunder-chancery-holistic-review]: **Sunder Energy, LLC v. Jackson** — "When evaluating the reasonableness of a restrictive covenant, a court examines the restriction holistically and in context. That means evaluating all of the dimensions of the restrictive covenant and considering how it operates with other restrictions in the contract." *Sunder Energy, LLC v. Jackson, 305 A.3d 723, 754 (Del. Ch. 2023), aff'd in relevant part, 332 A.3d 472 (Del. 2024).* <https://www.courtlistener.com/opinion/9444424/sunder-energy-llc-v-jackson/#:~:text=When%20evaluating%20the%20reasonableness%20of,other%20restrictions%20in%20the%20contract.>
+
+[^payscale-legitimate-interests]: **Payscale Inc. v. Norman** — "For a restrictive covenant, ‘‘[l]egitimate interests’ recognized by Delaware law include protection of employer goodwill[] and protection of employer confidential information from misuse.’" *Payscale Inc. v. Norman, No. 297, 2025, slip op. at 15-16 (Del. Mar. 19, 2026).* <https://www.courtlistener.com/opinion/10811247/payscale-inc-v-erin-norman-and-bettercomp-inc/#:~:text=For%20a%20restrictive%20covenant%2C%20%E2%80%9C%E2%80%98%5Bl%5Degitimate,employer%20confidential%20information%20from%20misuse.%E2%80%9D>
+
+[^payscale-specific-interests-pleaded]: **Payscale Inc. v. Norman** — "Payscale alleges that the non-compete’s terms are directly tied to protecting specific contracts with its most valued customers; at the pleadings stage, it is reasonable to infer that protecting relationships with these key ... customers is in Payscale’s ‘particularly strong economic interest.’" *Payscale Inc. v. Norman, No. 297, 2025, slip op. at 18 (Del. Mar. 19, 2026).* <https://www.courtlistener.com/opinion/10811247/payscale-inc-v-erin-norman-and-bettercomp-inc/#:~:text=Payscale%20alleges%20that%20the%20non%2Dcompete%E2%80%99s,Payscale%E2%80%99s%20%E2%80%9Cparticularly%20strong%20economic%20interest.%E2%80%9D>
+
+[^sunder-supreme-blue-pencil-discretion]: **Sunder Energy, LLC v. Jackson** — "This is not to say that Delaware courts should never blue pencil an agreement that is overbroad in some respects. But the relief Appellant sought was a wholesale reformation of the parties’ agreement." *Sunder Energy, LLC v. Jackson, 332 A.3d 472, 495 (Del. 2024).* <https://www.courtlistener.com/opinion/10291288/sunder-energy-llc-v-tyler-jackson/#:~:text=This%20is%20not%20to%20say,reformation%20of%20the%20parties%E2%80%99%20agreement.>
+
+[^kodiak-blue-pencil-inequity]: **Kodiak Building Partners, LLC v. Adams** — "The inequities inherent in blue-penciling a noncompete also counsel against enforcing only those portions of the RCA that are supported by Kodiak’s legitimate business interests, even as Adams appears to have violated those portions." *Kodiak Bldg. Partners, LLC v. Adams, 2022 WL 5240507, at *13 n.108 (Del. Ch. Oct. 6, 2022).* <https://www.courtlistener.com/opinion/8247185/kodiak-building-partners-llc-v-philip-d-adams/#:~:text=The%20inequities%20inherent%20in%20blue%2Dpenciling,to%20have%20violated%20those%20portions.>
+
+[^intertek-no-rescue]: **Intertek Testing Services NA, Inc. v. Eastman** — "In my view, revising the non-compete to save Intertek—a sophisticated party—from its overreach would be inequitable." *Intertek Testing Servs. NA, Inc. v. Eastman, 2023 WL 2544236, at *5 (Del. Ch. Mar. 16, 2023).* <https://www.courtlistener.com/opinion/9384707/intertek-testing-services-na-inc-v-jeff-eastman/#:~:text=In%20my%20view%2C%20revising%20the,its%20overreach%20would%20be%20inequitable.>
+
+[^sunder-supreme-perverse-incentives]: **Sunder Energy, LLC v. Jackson** — "This argument, however, turns the analysis on its head and creates perverse incentives for employers drafting restrictive covenants. If employers know that even the most unreasonable covenants will be enforced if an employee’s conduct is sufficiently flagrant, employers will be less incentivized to craft reasonable restrictions from the outset." *Sunder Energy, LLC v. Jackson, 332 A.3d 472, 495 (Del. 2024).* <https://www.courtlistener.com/opinion/10291288/sunder-energy-llc-v-tyler-jackson/#:~:text=This%20argument%2C%20however%2C%20turns%20the,reasonable%20restrictions%20from%20the%20outset.>
+
+[^derge-sale-less-searching]: **Derge v. D&H United Fueling Solutions, Inc.** — "By comparison, ‘covenants not to compete in the context of a business sale are subject to a ‘less searching’ inquiry than if the covenant ‘had been contained in an employment contract.’’" *Derge v. D&H United Fueling Sols., Inc., C.A. No. 2025-0087-BWD, slip op. at 12 (Del. Ch. Dec. 8, 2025).* <https://www.courtlistener.com/opinion/10749078/william-brian-derge-v-dh-united-fueling-solutions-inc/#:~:text=By%20comparison%2C%20%E2%80%9Ccovenants%20not%20to,contained%20in%20an%20employment%20contract.%E2%80%99%E2%80%9D>
+
+[^kodiak-goodwill-limit]: **Kodiak Building Partners, LLC v. Adams** — "In sum, Kodiak has a legitimate business interest in protecting the goodwill it purchased when it bought Northwest, and the confidential information about Kodiak operations that Adams knows or could access." *Kodiak Bldg. Partners, LLC v. Adams, 2022 WL 5240507, at *8 (Del. Ch. Oct. 6, 2022).* <https://www.courtlistener.com/opinion/8247185/kodiak-building-partners-llc-v-philip-d-adams/#:~:text=In%20sum%2C%20Kodiak%20has%20a,Adams%20knows%20or%20could%20access.>
+
+[^derge-substantial-consideration]: **Derge v. D&H United Fueling Solutions, Inc.** — "Plaintiff received substantial consideration ... $1 million—in a merger that was conditioned on his agreement to the Non-Compete." *Derge v. D&H United Fueling Sols., Inc., C.A. No. 2025-0087-BWD, slip op. at 16-17 (Del. Ch. Dec. 8, 2025).* <https://www.courtlistener.com/opinion/10749078/william-brian-derge-v-dh-united-fueling-solutions-inc/#:~:text=Plaintiff%20received%20substantial%20consideration,conditioned%20on%20his%20agreement%20to%20the%20Non%2DCompete.>
+
+[^derge-reasonable-sale-scope]: **Derge v. D&H United Fueling Solutions, Inc.** — "The record here shows that Tanknology conducted business across the United States and internationally, and that, as COO, Plaintiff had responsibility over operations across all markets. Thus, Defendants have a legitimate business interest in the Protected Area." *Derge v. D&H United Fueling Sols., Inc., C.A. No. 2025-0087-BWD, slip op. at 19 (Del. Ch. Dec. 8, 2025).* <https://www.courtlistener.com/opinion/10749078/william-brian-derge-v-dh-united-fueling-solutions-inc/#:~:text=The%20record%20here%20shows%20that,interest%20in%20the%20Protected%20Area.>
+
+[^ainslie-condition-precedent]: **Cantor Fitzgerald, L.P. v. Ainslie** — "It found, instead, that the Competitive Activity Condition was a condition precedent to Cantor Fitzgerald’s duty to pay the Conditioned Amounts. We agree with that conclusion, and the Plaintiffs do not contest it on appeal." *Cantor Fitzgerald, L.P. v. Ainslie, 312 A.3d 674, 690 (Del. 2024).* <https://www.courtlistener.com/opinion/9469727/cantor-fitzgerald-lp-v-ainslie/#:~:text=It%20found%2C%20instead%2C%20that%20the,not%20contest%20it%20on%20appeal.>
+
+[^ainslie-employee-choice-distinction]: **Cantor Fitzgerald, L.P. v. Ainslie** — "Thus, the Competitive Activity Condition does not restrict competition or a former partner’s ability to work; nor does competition support injunctive relief." *Cantor Fitzgerald, L.P. v. Ainslie, 312 A.3d 674, 694 (Del. 2024).* <https://www.courtlistener.com/opinion/9469727/cantor-fitzgerald-lp-v-ainslie/#:~:text=Thus%2C%20the%20Competitive%20Activity%20Condition,does%20competition%20support%20injunctive%20relief.>
+
+[^ainslie-summary-rule]: **Cantor Fitzgerald, L.P. v. Ainslie** — "To sum up, we disagree with the Court of Chancery’s conclusion that forfeiture-for-competition provisions like the one at issue here are restraints of trade subject to review for reasonableness." *Cantor Fitzgerald, L.P. v. Ainslie, 312 A.3d 674, 700 (Del. 2024).* <https://www.courtlistener.com/opinion/9469727/cantor-fitzgerald-lp-v-ainslie/#:~:text=To%20sum%20up%2C%20we%20disagree,subject%20to%20review%20for%20reasonableness.>
+
+[^lkq-not-limited-to-lp]: **LKQ Corp. v. Rutledge** — "Cantor Fitzgerald is not restricted to the limited partnership context." *LKQ Corp. v. Rutledge, No. 110, 2024 (Del. Dec. 18, 2024).* <https://www.courtlistener.com/opinion/10296559/lkq-corporation-v-robert-rutledge/#:~:text=Cantor%20Fitzgerald%20is%20not%20restricted,to%20the%20limited%20partnership%20context.>
+
+[^powell-continued-employment]: **Research & Trading Corp. v. Powell** — "The Court finds there was sufficient consideration at the time of the signing of the covenant to support an enforceable restrictive covenant." *Research & Trading Corp. v. Powell, 468 A.2d 1301, 1305 (Del. Ch. 1983).* <https://www.courtlistener.com/opinion/2275060/research-trading-corp-v-powell/#:~:text=The%20Court%20finds%20there%20was,support%20an%20enforceable%20restrictive%20covenant.>
+
+[^doorly-formation-timing]: **North American Fire Ultimate Holdings, LP v. Doorly** — "Because consideration is measured at the time of contracting and not at the time of enforcement, we reverse and remand for further proceedings." *N. Am. Fire Ultimate Holdings, LP v. Doorly, No. 142, 2025, order at 2 (Del. Feb. 3, 2026).* <https://www.courtlistener.com/opinion/10783312/north-american-fire-ultimate-holdings-lp-v-alan-doorly/#:~:text=Because%20consideration%20is%20measured%20at,and%20remand%20for%20further%20proceedings.>
+
+[^powell-condition-employment]: **Research & Trading Corp. v. Powell** — "Powell was told he would lose the position if he did not sign." *Research & Trading Corp. v. Powell, 468 A.2d 1301, 1305 (Del. Ch. 1983).* <https://www.courtlistener.com/opinion/2275060/research-trading-corp-v-powell/#:~:text=Powell%20was%20told%20he%20would,if%20he%20did%20not%20sign.>
+
+[^doorly-not-reevaluated]: **North American Fire Ultimate Holdings, LP v. Doorly** — "Consideration is measured at the time of formation and is not reevaluated at the time of enforcement." *N. Am. Fire Ultimate Holdings, LP v. Doorly, No. 142, 2025, order at 6 (Del. Feb. 3, 2026).* <https://www.courtlistener.com/opinion/10783312/north-american-fire-ultimate-holdings-lp-v-alan-doorly/#:~:text=Consideration%20is%20measured%20at%20the%20time%20of%20formation,at%20the%20time%20of%20enforcement.>
+
+[^payscale-adequacy-equities]: **Payscale Inc. v. Norman** — "That is not to suggest that the adequacy of consideration is irrelevant in the context of restrictive covenants; the balancing-of-the-equities inquiry affords the court discretion to weigh the breadth of a restrictive covenant against the consideration that supports it." *Payscale Inc. v. Norman, No. 297, 2025, slip op. at 17 (Del. Mar. 19, 2026).* <https://www.courtlistener.com/opinion/10811247/payscale-inc-v-erin-norman-and-bettercomp-inc/#:~:text=That%20is%20not%20to%20suggest,the%20consideration%20that%20supports%20it.>
+
+[^delaware-physician-void]: **6 Del. C. § 2707** — "Any covenant not to compete provision of an employment, partnership or corporate agreement between and/or among physicians which restricts the right of a physician to practice medicine in a particular locale and/or for a defined period of time, upon the termination of the principal agreement of which the said provision is a part, shall be void; except that all other provisions of such an agreement shall be enforceable at law, including provisions which require the payment of damages in an amount that is reasonably related to the injury suffered by reason of termination of the principal agreement." *6 Del. C. § 2707.* <https://delcode.delaware.gov/title6/c027/sc01/index.html>
+
+[^delaware-physician-damages]: **6 Del. C. § 2707** — "Provisions which require the payment of damages upon termination of the principal agreement may include, but not be limited to, damages related to competition." *6 Del. C. § 2707.* <https://delcode.delaware.gov/title6/c027/sc01/index.html>
+
+[^delaware-choice-law-statute]: **6 Del. C. § 2708** — "The foregoing shall conclusively be presumed to be a significant, material and reasonable relationship with this State and shall be enforced whether or not there are other relationships with this State." *6 Del. C. § 2708(a).* <https://delcode.delaware.gov/title6/c027/sc01/index.html>
+
+[^ascension-public-policy-limit]: **Ascension Insurance Holdings, LLC v. Underwood** — "I cannot agree with the Plaintiff, however, that the teaching of DGWL is that Delaware’s broad interest in freedom of contract will always, or even routinely, trump the default state’s public policy." *Ascension Ins. Holdings, LLC v. Underwood, 2015 WL 356002, at *5 (Del. Ch. Jan. 28, 2015).* <https://www.courtlistener.com/opinion/2774269/ascension-insurance-holdings-llc-v-roberts-f-under/#:~:text=I%20cannot%20agree%20with%20the,the%20default%20state%E2%80%99s%20public%20policy.>
+
+[^delaware-choice-law-threshold]: **6 Del. C. § 2708** — "This section shall not apply to any contract, agreement or other undertaking: (1) To the extent provided to the contrary in § 1-301(c) of this title; or (2) Involving less than $100,000." *6 Del. C. § 2708(c).* <https://delcode.delaware.gov/title6/c027/sc01/index.html>
+
+[^fp-uc-choice-law-limit]: **FP UC Holdings, LLC v. Hamilton** — "If these narrow ‘questions are answered in the affirmative, [Alabama] law will apply notwithstanding the choice-of-law provision.’" *FP UC Holdings, LLC v. Hamilton, 2020 WL 1492783, at *10 (Del. Ch. Mar. 27, 2020).* <https://www.courtlistener.com/opinion/4739986/fp-uc-holdings-llc-fpmcm-llc-and-fast-pace-medical-clinic-pllc-v/#:~:text=If%20these%20narrow%20%E2%80%9Cquestions%20are,apply%20notwithstanding%20the%20choice%2Dof%2Dlaw%20provision.%E2%80%9D>
+
+[^dutsa-trade-secret-definition]: **6 Del. C. § 2001** — "‘Trade secret’ shall mean information, including a formula, pattern, compilation, program, device, method, technique or process, that: a. Derives independent economic value, actual or potential, from not being generally known to, and not being readily ascertainable by proper means by, other persons who can obtain economic value from its disclosure or use; and b. Is the subject of efforts that are reasonable under the circumstances to maintain its secrecy." *6 Del. C. § 2001(4).* <https://delcode.delaware.gov/title6/c020/index.html>
+
+[^dutsa-injunctive-relief]: **6 Del. C. § 2002** — "(a) Actual or threatened misappropriation may be enjoined." *6 Del. C. § 2002(a).* <https://delcode.delaware.gov/title6/c020/index.html>
+
+[^dutsa-damages]: **6 Del. C. § 2003** — "Damages can include both the actual loss caused by misappropriation and the unjust enrichment caused by misappropriation that is not taken into account in computing actual loss." *6 Del. C. § 2003(a).* <https://delcode.delaware.gov/title6/c020/index.html>
+
+[^dutsa-fees]: **6 Del. C. § 2004** — "If a claim of misappropriation is made in bad faith, a motion to terminate an injunction is made or resisted in bad faith, or wilful and malicious misappropriation exists, the court may award reasonable attorney’s fees to the prevailing party." *6 Del. C. § 2004.* <https://delcode.delaware.gov/title6/c020/index.html>
+
+[^dutsa-contract-remedies]: **6 Del. C. § 2007** — "(1) Contractual remedies, whether or not based upon misappropriation of a trade secret;" *6 Del. C. § 2007(b)(1).* <https://delcode.delaware.gov/title6/c020/index.html>
+
+[^home-inspector-trainee-ban]: **24 Del. C. § 4109(d)** — "(d) No person, while registered as a home inspector trainee, shall be required to pay any fee, charge or other thing of value to a supervising licensed home inspector, or be required to execute a covenant not to compete with a supervising licensed home inspector, as a condition of satisfying the home inspector trainee requirements of this subchapter." *24 Del. C. § 4109(d).* <https://delcode.delaware.gov/title24/c041/sc02/index.html>
+
+[^ainslie-recent-track]: **Cantor Fitzgerald, L.P. v. Ainslie** — "Thus, the Competitive Activity Condition does not restrict competition or a former partner’s ability to work; nor does competition support injunctive relief." *Cantor Fitzgerald, L.P. v. Ainslie, 312 A.3d 674, 695 (Del. 2024).* <https://www.courtlistener.com/opinion/9469727/cantor-fitzgerald-lp-v-ainslie/#:~:text=Thus%2C%20the%20Competitive%20Activity%20Condition,does%20competition%20support%20injunctive%20relief.>
+
+[^lkq-recent-track]: **LKQ Corp. v. Rutledge** — "Cantor Fitzgerald is not restricted to the limited partnership context." *LKQ Corp. v. Rutledge, No. 110, 2024 (Del. Dec. 18, 2024).* <https://www.courtlistener.com/opinion/10296559/lkq-corporation-v-robert-rutledge/#:~:text=Cantor%20Fitzgerald%20is%20not%20restricted,to%20the%20limited%20partnership%20context.>
+
+[^sunder-recent-track]: **Sunder Energy, LLC v. Jackson** — "The Court of Chancery was well within its discretion to apply that precedent and refuse to blue pencil the covenants." *Sunder Energy, LLC v. Jackson, 332 A.3d 472, 492 (Del. 2024).* <https://www.courtlistener.com/opinion/10291288/sunder-energy-llc-v-tyler-jackson/#:~:text=The%20Court%20of%20Chancery%20was,to%20blue%20pencil%20the%20covenants.>
+
+[^doorly-recent-track]: **North American Fire Ultimate Holdings, LP v. Doorly** — "Because consideration is measured at the time of contracting and not at the time of enforcement, we reverse and remand for further proceedings." *N. Am. Fire Ultimate Holdings, LP v. Doorly, No. 142, 2025, order at 2 (Del. Feb. 3, 2026).* <https://www.courtlistener.com/opinion/10783312/north-american-fire-ultimate-holdings-lp-v-alan-doorly/#:~:text=Because%20consideration%20is%20measured%20at,and%20remand%20for%20further%20proceedings.>
+
+[^payscale-recent-track]: **Payscale Inc. v. Norman** — "Accordingly, the trial court erred in dismissing Payscale’s claim that Norman breached the non-compete provision." *Payscale Inc. v. Norman, No. 297, 2025, slip op. at 18 (Del. Mar. 19, 2026).* <https://www.courtlistener.com/opinion/10811247/payscale-inc-v-erin-norman-and-bettercomp-inc/#:~:text=Accordingly%2C%20the%20trial%20court%20erred,Norman%20breached%20the%20non%2Dcompete%20provision.>