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package/skills/non-compete-contract-explainer/content/district-of-columbia.md

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+---
+jurisdiction: "District of Columbia"
+slug: district-of-columbia
+countryCode: US
+snapshotAsOf: "2026-06-08"
+lastReviewed: "2026-06-03"
+canonicalUrl: https://openagreements.org/legal/non-compete/district-of-columbia
+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/district-of-columbia · **Snapshot as of:** 2026-06-08 · License: CC BY 4.0 · © UseJunior
+
+# Non-Competes in the District of Columbia[^about]
+
+The District of Columbia bans non-compete provisions for most employees and allows them only for highly compensated employees who earn above an annually adjusted threshold and sign a covenant that meets strict scope, duration, and notice requirements.
+
+
+## At a glance
+
+| Question | District of Columbia |
+| --- | --- |
+| **Are non-competes enforceable?** | Allowed above a pay level |
+| **Bottom line** | The District bans non-competes for most employees and permits them only for highly compensated employees (above an annually adjusted pay floor) whose covenant meets strict scope, duration, and 14-day notice requirements. |
+| **Main law or case** | D.C. Code § 32-581.02 (Ban on Non-Compete Agreements Amendment Act of 2020) |
+| **Main exceptions** | Highly compensated employees above the pay threshold ($162,164 in 2026); medical specialists ($270,274 in 2026, 730-day cap); sale-of-business; confidentiality/long-term-incentive carve-outs; broadcast employees cannot be bound; pre-Oct 1, 2022 agreements under common law |
+| **When the ban took effect** | October 1, 2022 |
+| **Can a court narrow it?** | Yes — rewrites to reasonable |
+| **Applies to contractors?** | Unclear |
+| **Restriction extended during a breach?** | Open question — caps run as fixed days from separation |
+| **Maximum length set by law** | 365 days (non-medical highly compensated employee); 730 days (medical specialist) |
+
+## Are employee non-compete agreements enforceable in the District of Columbia? {#enforceability}
+
+**Short answer.** Usually no. Since October 1, 2022, a District employer may not require or request that a *covered employee* — broadly, most employees who do not meet a high compensation threshold — sign or comply with a non-compete provision, and a non-compete provision in a covered employee's agreement entered into on or after that date is void as a matter of law [^ban-covered][^void-rule].
+
+The governing law is the District's Ban on Non-Compete Agreements Amendment Act of 2020, codified at D.C. Code §§ 32-581.01 through 32-581.05 and operative since October 1, 2022. The prohibition is a flat rule for covered employees, not a reasonableness test [^ban-covered]. A non-compete provision that violates the ban in a covered employee's agreement is void and unenforceable by force of statute [^void-rule].
+
+The District law does leave a path for one group: a *highly compensated employee* may be bound by a non-compete that satisfies the strict scope, duration, and notice requirements described below [^hce-overview].
+
+"A non-compete provision that violates paragraph (1) of this subsection contained in an agreement between a covered employee and an employer that was entered into on or after October 1, 2022, shall be void as a matter of law and unenforceable."[^void-rule]
+
+## Who counts as a covered employee protected by the District's non-compete ban? {#covered-employee}
+
+**Short answer.** Most District-based employees who earn below the high compensation threshold. A covered employee is one who is not a highly compensated employee and who either spends more than 50% of work time for the employer in the District, or is District-based and regularly spends a substantial amount of work time in the District and not more than half elsewhere [^covered-definition].
+
+Coverage turns on two things: the District-work test above and compensation. For a non-broadcast employee who meets that work test, compensation is the dividing line — the ban protects everyone below the *minimum qualifying annual compensation*, which the statute set at a base of $150,000 (or $250,000 for a medical specialist) and which is adjusted upward each year for inflation [^min-qualifying-comp][^threshold-2026]. As of January 1, 2026, the District's Department of Employment Services puts the figures at $162,164 for most employees and $270,274 for medical specialists [^threshold-2026].
+
+Coverage also turns on where the work happens, not where the employer is headquartered, so a District-based role can be covered even if the employer is elsewhere [^covered-definition]. The chapter does not, however, override a valid collective bargaining agreement [^cba-carveout].
+
+> [!NOTE]
+> **Practice note.**
+>
+> Do not assume an out-of-District employer escapes the ban. Coverage follows the employee's District work — more than 50% of work time in the District, or a District-based role with substantial District work — so a company anywhere can be subject to the prohibition for a worker based in the District [^covered-definition].
+
+## When can a District of Columbia employer use a non-compete agreement? {#highly-compensated-exception}
+
+**Short answer.** Only with a highly compensated employee, and only if the covenant meets every statutory requirement. A non-compete with a highly compensated employee is valid only if the agreement specifies the functional scope of the restriction and its geographic limits, caps the post-employment term, and is delivered in writing at least 14 days in advance [^hce-requirements][^hce-duration][^hce-notice-timing].
+
+A highly compensated employee is one — other than a broadcast employee — who is reasonably expected to earn, or who earned in the preceding consecutive 12-month period, at or above the minimum qualifying annual compensation [^hce-definition]. Broadcast employees are carved out of that definition, so an on-air or off-air creator for a broadcaster cannot be bound by a non-compete under this exception even at a high salary [^hce-definition][^broadcast-exclusion].
+
+For a qualifying employee, the agreement must do three things to be enforceable: specify the functional scope of the competitive restriction, specify the geographic limits, and cap the post-employment term — 365 calendar days for a non-medical employee [^hce-requirements][^hce-duration]. The employer must also deliver the non-compete provision in writing at least 14 days before the employee starts work, or at least 14 days before a current employee must sign [^hce-notice-timing].
+
+> [!CAUTION]
+> **Drafting note.**
+>
+> A high salary alone does not make a District non-compete enforceable. The agreement must spell out the functional scope and geographic limits, stay within the duration cap, and be delivered at least 14 days in advance — miss any element and the covenant is not valid and enforceable under § 32-581.03(a) [^hce-requirements][^hce-notice-timing].
+
+## How does the District treat non-competes for physicians and medical specialists? {#medical-specialists}
+
+**Short answer.** Medical specialists can be bound, but only above a higher pay floor and for a longer maximum term. A *medical specialist* — a licensed physician who has completed a residency and earns at least $250,000 (as annually adjusted) — may be subject to a non-compete capped at 730 calendar days, double the 365-day cap for other employees [^medical-specialist-def][^medical-duration].
+
+The medical specialist category is narrow: the statute requires a license to practice medicine, status as a physician, a completed medical residency, and total compensation of at least $250,000 before annual inflation adjustments [^medical-specialist-def]. For 2026, the Department of Employment Services sets the medical specialist threshold at $270,274 [^medical-threshold-2026].
+
+A medical specialist's non-compete must still meet all of the other § 32-581.03 requirements — functional scope, geographic limits, and 14-day advance written notice — and only the duration cap differs, at 730 calendar days from separation [^medical-duration][^medical-requirements].
+
+## What notices and disclosures must a District employer provide? {#notice-disclosures}
+
+**Short answer.** A specific statutory notice for proposed non-competes, plus written disclosure of any workplace-policy carve-outs. Whenever an employer proposes a non-compete to a highly compensated employee, it must provide a prescribed statutory notice, and an employer that relies on the policy exceptions to the non-compete definition must give employees a written copy of those provisions on a set timeline [^statutory-notice][^policy-disclosure].
+
+The statutory notice has fixed content: it must tell the employee that the District's Ban on Non-Compete Agreements Amendment Act of 2020 limits non-competes, that the employer has determined the employee to be highly compensated, and that the employee can contact the District of Columbia Department of Employment Services for more information [^statutory-notice]. This notice requirement is separate from, and in addition to, the 14-day advance delivery rule for the non-compete provision itself.
+
+An employer whose workplace policy uses one of the exceptions to the non-compete definition — for example, an anti-moonlighting or conflict-of-interest restriction — must give affected employees a written copy of those provisions within 30 days of acceptance of employment, within 30 days after October 1, 2022, and whenever the policy changes [^policy-disclosure].
+
+> [!NOTE]
+> **Practice note.**
+>
+> Build the disclosures into onboarding. A District employer that proposes a non-compete to a highly compensated employee must hand over the exact statutory notice, and any employer relying on a policy carve-out must distribute the written provisions within 30 days of hire and on every change — a missed disclosure is itself a violation carrying $250-per-employee monetary relief [^statutory-notice][^policy-disclosure][^disclosure-relief].
+
+## Does the District's ban reach workplace policies, not just signed contracts? {#workplace-policies}
+
+**Short answer.** Yes. The ban applies to a non-compete provision in either a written agreement or a *workplace policy*, and a workplace policy includes unwritten rules applied as a matter of practice [^noncompete-definition][^workplace-policy-def].
+
+A *non-compete provision* is defined as a provision in a written agreement or a workplace policy that prohibits an employee from performing work for another for pay or from operating the employee's own business [^noncompete-definition]. Because a *workplace policy* reaches rules and restrictions whether written or applied in practice, an employer cannot avoid the ban by moving a competition restriction out of the signed agreement and into a handbook or an informal rule [^workplace-policy-def].
+
+The definition does, however, leave room for a narrow set of during-employment restrictions. An anti-moonlighting or conflict-of-interest limit on outside work for pay is not a banned non-compete provision when the employer reasonably believes the outside work will disclose confidential information, conflict with established conflict-of-interest rules, create a conflict of commitment at a higher education institution, or impair the employer's ability to comply with law or a contract [^outside-work-carveout].
+
+> [!CAUTION]
+> **Drafting note.**
+>
+> A restriction on a current employee's outside work survives only if it fits the statutory carve-out. Tie it to the enumerated risks — confidential information, established conflict-of-interest rules, conflict of commitment at a higher education institution, or a legal or contractual compliance concern — and to a reasonable belief that the risk applies; a broad ban on any outside work risks being treated as a prohibited non-compete provision [^outside-work-carveout].
+
+## Are confidentiality and trade-secret protections still allowed in the District? {#confidentiality-trade-secrets}
+
+**Short answer.** Yes. A provision protecting the employer's confidential or proprietary information is expressly excluded from the non-compete definition, and the District's Uniform Trade Secrets Act gives an independent remedy [^confidentiality-carveout][^utsa-injunction].
+
+The statute carves a confidentiality restriction out of the non-compete definition, so a properly drafted nondisclosure obligation covering the employer's confidential or proprietary information is not a banned non-compete provision [^confidentiality-carveout]. The statute likewise excludes a provision that provides a long-term incentive, so a genuine long-term incentive arrangement — equity, options, or performance awards earned over more than one year — is not treated as a banned non-compete [^lti-carveout]. Separately, the District's Uniform Trade Secrets Act allows a court to enjoin actual or threatened misappropriation of a trade secret, giving employers a protection that does not depend on the non-compete rules at all [^utsa-injunction].
+
+> [!CAUTION]
+> **Drafting note.**
+>
+> Keep a confidentiality clause to genuine confidential and proprietary information. The carve-out protects restrictions on disclosing or using employer information; a nondisclosure clause drafted so broadly that it effectively prevents the employee from working for a competitor risks being recharacterized as a prohibited non-compete provision [^confidentiality-carveout].
+
+## Are sale-of-business non-competes enforceable in the District of Columbia? {#sale-of-business}
+
+**Short answer.** They are not banned by the statute, but their enforceability still turns on common-law reasonableness. A covenant in which the seller of a business agrees not to compete with the buyer is excluded from the non-compete definition, so it is not void under the ban; it remains subject to the District's common-law rule of reason [^sale-carveout][^ellis-reasonableness].
+
+The statute excludes a non-compete contained within or executed contemporaneously with an agreement between the seller and buyer of a business, where the seller agrees not to compete with the buyer's business [^sale-carveout]. Because such a covenant sits outside the statute, the District's pre-existing common law controls its enforceability, and District courts evaluate a restraint of trade against the Restatement's reasonableness principles [^ellis-reasonableness].
+
+"A promise is unenforceable on grounds of public policy if it is unreasonably in restraint of trade."[^ellis-reasonableness]
+
+## What law applies to non-competes signed before October 1, 2022? {#older-agreements-common-law}
+
+**Short answer.** Common-law reasonableness, not the statutory ban. The voiding rule in § 32-581.02 reaches agreements entered into on or after October 1, 2022, so an earlier covenant — and any covenant outside the statute's scope — is governed by the District's common-law rule of reason [^void-rule-retroactivity][^ellis-partial][^cumulative-rule].
+
+Under that common law, a District court asks whether the restraint is reasonable, and it need not treat an overbroad covenant as all-or-nothing: the District has joined the jurisdictions that allow partial enforcement of a covenant only to the extent its terms are reasonable [^ellis-partial]. Courts apply the multi-factor reasonableness inquiry, and a trial court that declares a covenant unreasonable without properly applying those factors can be reversed [^deutsch-factors]. The statute also preserves these common-law rights expressly, providing that its remedies are in addition to and cumulative of the common law [^cumulative-rule].
+
+## Will a District of Columbia court rewrite or narrow an overbroad covenant? {#court-narrowing}
+
+**Short answer.** It can reform a covenant, but only by narrowing — never by broadening. The District of Columbia Court of Appeals has formally adopted the doctrine of equitable reformation to modify an overbroad restrictive covenant, but a court exceeds that doctrine if it expands the restriction beyond the contract's own terms [^steiner-reformation].
+
+In *Steiner v. American Friends of Lubavitch (Chabad)*, the court adopted equitable reformation but vacated an injunction because the trial court had used broader language than the employment contract, effectively enlarging the restraint [^steiner-reformation]. The lesson for drafters is that reformation is a backstop for narrowing, not a license to write an aggressive covenant and rely on a court to fix it.
+
+> [!CAUTION]
+> **Drafting note.**
+>
+> Do not draft an overbroad District covenant expecting a court to rescue it. A court may narrow an unreasonable restraint under *Steiner*, but it may not broaden one beyond the contract's terms, and for a covered or highly compensated employee the statutory rules — not judicial reformation — control whether the covenant is valid at all [^steiner-reformation][^hce-requirements-narrowing].
+
+## What are the penalties for using a banned non-compete in the District? {#penalties-enforcement}
+
+**Short answer.** Administrative penalties plus per-employee monetary relief, and active enforcement by the Attorney General. An employer that violates the ban faces administrative penalties and owes statutory relief to each affected employee — and the District's Office of the Attorney General has pursued and settled non-compete cases [^relief-amounts][^oag-enforcement].
+
+The statute sets graduated monetary relief: an employer that subjects an employee to a banned non-compete owes that employee not less than $500 and not more than $1,000 [^relief-subjecting], an employer that attempts to enforce a void non-compete owes at least $1,500 [^relief-amounts], and subsequent violations carry at least $3,000 per employee [^relief-subsequent]. The Mayor may also assess administrative penalties for each violation [^admin-penalty]. Both the Mayor and the Attorney General enforce the chapter [^enforcement-authority], and a harmed person may also bring a civil action [^private-enforcement].
+
+The chapter also forbids retaliation: an employer may not retaliate or threaten to retaliate against a covered employee for refusing, failing to comply with, or complaining about a banned non-compete, and an employer that retaliates owes each affected employee between $1,000 and $2,500 [^retaliation-ban][^retaliation-relief].
+
+Enforcement is real. In November 2023, the Attorney General announced settlements with three employers and described the ban as making it illegal to impose non-compete agreements on most District workers earning less than $150,000 a year [^oag-enforcement]. The Attorney General has also treated a franchise *no-poach* clause as violating both the ban and the District's Antitrust Act, which declares contracts in restraint of trade illegal [^oag-nopoach][^antitrust].
+
+> [!NOTE]
+> **Practice note.**
+>
+> The exposure attaches per employee and to attempted enforcement, not just to a lawsuit you lose. Before presenting any District non-compete, confirm the worker is a highly compensated employee, the covenant meets every § 32-581.03 requirement, and the disclosures are made — because subjecting a covered employee to a banned covenant, or trying to enforce a void one, triggers fixed per-employee relief and Attorney General enforcement [^relief-amounts][^oag-enforcement].
+
+## Does a District of Columbia non-compete toll or extend during a breach or litigation? {#tolling-extension}
+
+**Short answer.** This is an open question, and the statute's structure cuts against automatic extension. The District's non-compete statute sets no tolling rule, and its caps run as a fixed number of calendar days measured from separation — language that sits uneasily with extending a highly compensated employee's restricted period during a breach or while litigation is pending [^tolling-duration-cap][^tolling-cumulative].
+
+The duration limits are written as hard caps: a non-medical highly compensated employee's term of non-competition may not exceed 365 calendar days, and a medical specialist's may not exceed 730 calendar days, each measured from the date of separation — not from the end of any breach [^tolling-duration-cap]. A tolling-on-breach clause that pushes enforcement past those caps would be in tension with the statutory ceiling. Because the District has no decision resolving whether a contractual extension survives, the safest reading is that an employer cannot rely on one.
+
+> [!NOTE]
+> **Practice note.**
+>
+> Open question: District law does not say whether a clause extending the restricted period during a breach is enforceable, and the statute caps the term in calendar days measured from separation. Do not assume a District court will toll or extend an expired non-compete, and do not draft a highly compensated employee's covenant in a way that depends on running past the 365-day or 730-day cap [^tolling-duration-cap][^tolling-cumulative].
+
+[^about]: By Steven Obiajulu, J.D. Published by [openagreements.org](https://openagreements.org) · Maintained by [UseJunior](https://usejunior.com). Last reviewed 2026-06-03. License: CC BY 4.0. Steven Obiajulu, J.D. is admitted in New York, not District of Columbia. This article synthesizes District of Columbia primary law and is not legal advice from a District of Columbia-admitted attorney. This article is for informational purposes only and does not create an attorney-client relationship.
+
+[^ban-covered]: **D.C. Code § 32-581.02** — "Beginning October 1, 2022, no employer may require or request that a covered employee sign an agreement or comply with a workplace policy that includes a non-compete provision." *D.C. Code § 32-581.02(a)(1).* <https://code.dccouncil.gov/us/dc/council/code/sections/32-581.02>
+
+[^void-rule]: **D.C. Code § 32-581.02** — "A non-compete provision that violates paragraph (1) of this subsection contained in an agreement between a covered employee and an employer that was entered into on or after October 1, 2022, shall be void as a matter of law and unenforceable." *D.C. Code § 32-581.02(a)(2).* <https://code.dccouncil.gov/us/dc/council/code/sections/32-581.02>
+
+[^hce-overview]: **D.C. Code § 32-581.03** — "For a non-compete agreement between an employer and a highly compensated employee executed on or after October 1, 2022, to be valid and enforceable:" *D.C. Code § 32-581.03(a).* <https://code.dccouncil.gov/us/dc/council/code/sections/32-581.03>
+
+[^covered-definition]: **D.C. Code § 32-581.01** — "an employee who is not a highly compensated employee and: (A) If the employee has commenced work for the employer: (i) Spends more than 50% of his or her work time for the employer working in the District; or (ii) Whose employment for the employer is based in the District and the employee regularly spends a substantial amount of his or her work time for the employer in the District and not more than 50% of his or her work time for that employer in another jurisdiction" *D.C. Code § 32-581.01(6)(A).* <https://code.dccouncil.gov/us/dc/council/code/sections/32-581.01>
+
+[^min-qualifying-comp]: **D.C. Code § 32-581.01** — "Beginning with the calendar year in which this chapter becomes applicable: (i) $150,000; or (ii) $250,000, if the employee is a medical specialist. (B) For the calendar year beginning January 1, 2024, and each calendar year thereafter, an amount equal to the previous calendar year's minimum qualifying annual compensation, increased in proportion to the annual average increase, if any, in the Consumer Price Index for All Urban Consumers in the Washington Metropolitan Statistical Area published by the Bureau of Labor Statistics of the United States Department of Labor for the previous calendar year adjusted to the nearest whole dollar." *D.C. Code § 32-581.01(13).* <https://code.dccouncil.gov/us/dc/council/code/sections/32-581.01>
+
+[^threshold-2026]: **DOES Public Notice: District of Columbia Prohibition on Non-Compete Clauses (2026)** — "As of January 1, 2026, the restriction on non-compete clauses applies to employees earning less than $162,164 and to medical specialists earning less than $270,274." *D.C. Dep't of Emp't Servs., Office of Wage-Hour, Public Notice: District of Columbia Prohibition on Non-Compete Clauses (Jan. 1, 2026).* <https://does.dc.gov/sites/default/files/dc/sites/does/publication/attachments/2026%20Ban%20on%20Non-Compete%20Clauses_0.pdf>
+
+[^cba-carveout]: **D.C. Code § 32-581.04a** — "Nothing in this chapter shall be interpreted as superseding the terms of a valid collective bargaining agreement." *D.C. Code § 32-581.04a.* <https://code.dccouncil.gov/us/dc/council/code/sections/32-581.04a>
+
+[^hce-requirements]: **D.C. Code § 32-581.03** — "The agreement must specify: (A) The functional scope of the competitive restriction, including what services, roles, industry, or competing entities the employee is restricted from performing work in or on behalf of; (B) The geographical limitations of the work restriction" *D.C. Code § 32-581.03(a)(1).* <https://code.dccouncil.gov/us/dc/council/code/sections/32-581.03>
+
+[^hce-duration]: **D.C. Code § 32-581.03** — "If the employee is not a medical specialist, a term of non-competition that does not exceed 365 calendar days from the date the employee separates from employment with the employer" *D.C. Code § 32-581.03(a)(1)(C)(i).* <https://code.dccouncil.gov/us/dc/council/code/sections/32-581.03>
+
+[^hce-notice-timing]: **D.C. Code § 32-581.03** — "The employer shall provide the non-compete provision to the employee in writing: (A) At least 14 days before the individual commences employment for the employer; or (B) If the employer already employs the highly compensated employee, at least 14 days before the employee must execute the agreement." *D.C. Code § 32-581.03(a)(2).* <https://code.dccouncil.gov/us/dc/council/code/sections/32-581.03>
+
+[^hce-definition]: **D.C. Code § 32-581.01** — "other than a broadcast employee, an employee: (A) Who is reasonably expected to earn from the employer in a consecutive 12-month period compensation greater than or equal to the minimum qualifying annual compensation; or (B) Whose compensation earned from the employer in the consecutive 12-month period preceding the date on which the proposed term of non-competition is to begin is greater than or equal to the minimum qualifying annual compensation." *D.C. Code § 32-581.01(10).* <https://code.dccouncil.gov/us/dc/council/code/sections/32-581.01>
+
+[^broadcast-exclusion]: **D.C. Code § 32-581.01** — "‘Broadcast employee’ means an on- or off-air creator (such as an anchor, disc jockey, editor, producer, program host, reporter, or writer) of a legal entity that owns or operates one or more of the following: (A) A television station or network" *D.C. Code § 32-581.01(2).* <https://code.dccouncil.gov/us/dc/council/code/sections/32-581.01>
+
+[^medical-specialist-def]: **D.C. Code § 32-581.01** — "‘Medical specialist’ means a highly compensated employee who is engaged primarily in the delivery of medical services and who: (A) Holds a license to practice medicine; (B) Is a physician ; (C) Has completed a medical residency; and (D) Receives total compensation in the amount equal to or greater than $ 250,000." *D.C. Code § 32-581.01(12).* <https://code.dccouncil.gov/us/dc/council/code/sections/32-581.01>
+
+[^medical-duration]: **D.C. Code § 32-581.03** — "If the employee is a medical specialist, a term of non-competition that does not exceed 730 calendar days from the date the employee separates from employment with the employer" *D.C. Code § 32-581.03(a)(1)(C)(ii).* <https://code.dccouncil.gov/us/dc/council/code/sections/32-581.03>
+
+[^medical-threshold-2026]: **DOES Public Notice: District of Columbia Prohibition on Non-Compete Clauses (2026)** — "As of January 1, 2026, the restriction on non-compete clauses applies to employees earning less than $162,164 and to medical specialists earning less than $270,274." *D.C. Dep't of Emp't Servs., Public Notice: District of Columbia Prohibition on Non-Compete Clauses (Jan. 1, 2026).* <https://does.dc.gov/sites/default/files/dc/sites/does/publication/attachments/2026%20Ban%20on%20Non-Compete%20Clauses_0.pdf>
+
+[^medical-requirements]: **D.C. Code § 32-581.03** — "The agreement must specify: (A) The functional scope of the competitive restriction, including what services, roles, industry, or competing entities the employee is restricted from performing work in or on behalf of; (B) The geographical limitations of the work restriction" *D.C. Code § 32-581.03(a)(1).* <https://code.dccouncil.gov/us/dc/council/code/sections/32-581.03>
+
+[^statutory-notice]: **D.C. Code § 32-581.03a** — "A highly compensated employee's employer shall provide the following notice to the employee whenever a non-compete provision is proposed to the employee:" *D.C. Code § 32-581.03a(b).* <https://code.dccouncil.gov/us/dc/council/code/sections/32-581.03a>
+
+[^policy-disclosure]: **D.C. Code § 32-581.03a** — "An employer with a workplace policy that includes one or more of the exceptions to the definition of non-compete provision, as detailed in § 32-581.01(15) , shall provide a written copy of the provisions to an employee: (1) Within 30 days after the employee's acceptance of employment with the employer; (2) Within 30 days after October 1, 2022; and (3) Any time such policy changes." *D.C. Code § 32-581.03a(a).* <https://code.dccouncil.gov/us/dc/council/code/sections/32-581.03a>
+
+[^disclosure-relief]: **D.C. Code § 32-581.04** — "An employer that violates § 32-581.03a shall be liable for each violation to each employee subjected to the violation for monetary relief in an amount of $250." *D.C. Code § 32-581.04(d)(4).* <https://code.dccouncil.gov/us/dc/council/code/sections/32-581.04>
+
+[^noncompete-definition]: **D.C. Code § 32-581.01** — "‘Non-compete provision’ means a provision in a written agreement or a workplace policy that prohibits an employee from performing work for another for pay or from operating the employee's own business." *D.C. Code § 32-581.01(15).* <https://code.dccouncil.gov/us/dc/council/code/sections/32-581.01>
+
+[^workplace-policy-def]: **D.C. Code § 32-581.01** — "‘Workplace policy’ means the rules and restrictions, whether written or as a matter of practice, implemented by an employer to govern the conduct of the employer's employees." *D.C. Code § 32-581.01(19).* <https://code.dccouncil.gov/us/dc/council/code/sections/32-581.01>
+
+[^outside-work-carveout]: **D.C. Code § 32-581.01** — "Accepting money or a thing of value for performing work for a person other than the employer, during the employee's employment with the employer, because the employer reasonably believes the employee's acceptance of money or a thing of value under such circumstances will: (I) Result in the employee's disclosure or use of confidential employer information or proprietary employer information; (II) Conflict with the employer's, industry's, or profession's established rules regarding conflicts of interest; (III) Constitute a conflict of commitment if the employee is employed by a higher education institution; or (IV) Impair the employer's ability to comply with District or federal laws or regulations; a contract; or a grant agreement" *D.C. Code § 32-581.01(15)(B)(ii).* <https://code.dccouncil.gov/us/dc/council/code/sections/32-581.01>
+
+[^confidentiality-carveout]: **D.C. Code § 32-581.01** — "Disclosing, using, selling, or accessing the employer's confidential employer information or proprietary employer information" *D.C. Code § 32-581.01(15)(B)(i).* <https://code.dccouncil.gov/us/dc/council/code/sections/32-581.01>
+
+[^utsa-injunction]: **D.C. Code § 36-402** — "Actual or threatened misappropriation may be enjoined." *D.C. Code § 36-402(a).* <https://code.dccouncil.gov/us/dc/council/code/sections/36-402>
+
+[^lti-carveout]: **D.C. Code § 32-581.01** — "That provides a long-term incentive." *D.C. Code § 32-581.01(15)(C).* <https://code.dccouncil.gov/us/dc/council/code/sections/32-581.01>
+
+[^sale-carveout]: **D.C. Code § 32-581.01** — "Contained within or executed contemporaneously with an agreement between the seller of a business and one or more buyers of that business wherein the seller agrees not to compete with the buyer's business" *D.C. Code § 32-581.01(15)(A).* <https://code.dccouncil.gov/us/dc/council/code/sections/32-581.01>
+
+[^ellis-reasonableness]: **Ellis v. James V. Hurson Associates, Inc.** — "A promise is unenforceable on grounds of public policy if it is unreasonably in restraint of trade." *Ellis v. James V. Hurson Assocs., Inc., 565 A.2d 615 (D.C. 1989).* <https://www.courtlistener.com/opinion/1561257/ellis-v-james-v-hurson-associates-inc/#:~:text=A%20promise%20is%20unenforceable%20on,unreasonably%20in%20restraint%20of%20trade.>
+
+[^void-rule-retroactivity]: **D.C. Code § 32-581.02** — "A non-compete provision that violates paragraph (1) of this subsection contained in an agreement between a covered employee and an employer that was entered into on or after October 1, 2022, shall be void as a matter of law and unenforceable." *D.C. Code § 32-581.02(a)(2).* <https://code.dccouncil.gov/us/dc/council/code/sections/32-581.02>
+
+[^ellis-partial]: **Ellis v. James V. Hurson Associates, Inc.** — "we join those jurisdictions which have rejected the view that covenants not to compete must be enforceable in whole or not at all." *Ellis v. James V. Hurson Assocs., Inc., 565 A.2d 615 (D.C. 1989).* <https://www.courtlistener.com/opinion/1561257/ellis-v-james-v-hurson-associates-inc/#:~:text=we%20join%20those%20jurisdictions%20which,whole%20or%20not%20at%20all.>
+
+[^cumulative-rule]: **D.C. Code § 32-581.04b** — "The rights, remedies, and prohibitions accorded by the provisions of this chapter are in addition to and cumulative of any right, remedy, or prohibition accorded by the common law, federal law, or any District statute, and nothing contained in this chapter shall be construed to deny, abrogate, or impair any such common law or statutory right, remedy, or prohibition." *D.C. Code § 32-581.04b.* <https://code.dccouncil.gov/us/dc/council/code/sections/32-581.04b>
+
+[^deutsch-factors]: **Deutsch v. Barsky** — "we reverse that part of the trial court’s summary judgment decision relating to the validity and enforceability of the covenant" *Deutsch v. Barsky, 795 A.2d 669 (D.C. 2002).* <https://www.courtlistener.com/opinion/1439721/deutsch-v-barsky/#:~:text=we%20reverse%20that%20part%20of,and%20enforceability%20of%20the%20covenant>
+
+[^steiner-reformation]: **Steiner v. American Friends of Lubavitch (Chabad)** — "We also formally adopt the doctrine of equitable reformation to modify contract provisions, but hold that the trial court's equitable revision of the noncompete clause in this case exceeded the bounds of that doctrine by describing the activities the Steiners were precluded from engaging in using broader language than the terms of the employment contract itself and thus effectively expanding the scope of the restrictions contained in the noncompete clause." *Steiner v. Am. Friends of Lubavitch (Chabad), 177 A.3d 1246 (D.C. 2018).* <https://www.courtlistener.com/opinion/4464037/yehuda-steiner-v-american-friends-of-lubavitch-chaabad/#:~:text=We%20also%20formally%20adopt%20the,contained%20in%20the%20noncompete%20clause.>
+
+[^hce-requirements-narrowing]: **D.C. Code § 32-581.03** — "For a non-compete agreement between an employer and a highly compensated employee executed on or after October 1, 2022, to be valid and enforceable:" *D.C. Code § 32-581.03(a).* <https://code.dccouncil.gov/us/dc/council/code/sections/32-581.03>
+
+[^relief-amounts]: **D.C. Code § 32-581.04** — "An employer that attempts to enforce a non-compete provision that is unenforceable or void as provided in §§ 32-581.02(a)(2) and 32-581.03(a) shall be liable to each employee against whom the employer attempted to enforce the invalid non-compete provision for relief in an amount not less than $1,500." *D.C. Code § 32-581.04(d)(2)(A).* <https://code.dccouncil.gov/us/dc/council/code/sections/32-581.04>
+
+[^oag-enforcement]: **OAG Press Release on Non-Compete Settlements (Nov. 17, 2023)** — "On October 1, 2022, a new DC law went into effect that makes it illegal for employers to impose non-compete agreements on most DC workers who earn less than $150,000 per year." *Office of the Attorney General for the District of Columbia, Press Release (Nov. 17, 2023).* <https://oag.dc.gov/release/attorney-general-schwalb-announces-three-district>
+
+[^relief-subjecting]: **D.C. Code § 32-581.04** — "An employer that violates § 32-581.02(a)(1) shall be liable for each violation to each employee subjected to the violation for monetary relief in an amount not less than $500 and not greater than $1,000." *D.C. Code § 32-581.04(d)(1)(A).* <https://code.dccouncil.gov/us/dc/council/code/sections/32-581.04>
+
+[^relief-subsequent]: **D.C. Code § 32-581.04** — "For any subsequent violation of § 32-581.02(a)(1) , an employer that has been found liable pursuant to subparagraph (A) of this paragraph shall be liable for relief in an amount not less than $3,000 to each affected employee." *D.C. Code § 32-581.04(d)(1)(B).* <https://code.dccouncil.gov/us/dc/council/code/sections/32-581.04>
+
+[^admin-penalty]: **D.C. Code § 32-581.04** — "The Mayor may assess an administrative penalty of no less than $350 and no more than $1,000 for each violation of this chapter" *D.C. Code § 32-581.04(b)(1).* <https://code.dccouncil.gov/us/dc/council/code/sections/32-581.04>
+
+[^enforcement-authority]: **D.C. Code § 32-581.04** — "The Mayor and Attorney General shall administer and enforce this chapter consistent with their respective powers and rights under § 32-1306(a) , (a-1) , (b) , and (c) ." *D.C. Code § 32-581.04(a)(1).* <https://code.dccouncil.gov/us/dc/council/code/sections/32-581.04>
+
+[^private-enforcement]: **D.C. Code § 32-581.04** — "A person aggrieved by a violation of this chapter may pursue relief by filing:" *D.C. Code § 32-581.04(c)(1).* <https://code.dccouncil.gov/us/dc/council/code/sections/32-581.04>
+
+[^retaliation-ban]: **D.C. Code § 32-581.02** — "No employer may retaliate or threaten to retaliate against a covered employee for:" *D.C. Code § 32-581.02(b).* <https://code.dccouncil.gov/us/dc/council/code/sections/32-581.02>
+
+[^retaliation-relief]: **D.C. Code § 32-581.04** — "An employer that retaliates against an employee in violation of § 32-581.02(b) or § 32-581.03(b) shall be liable for each instance of retaliation to each employee subject to the retaliation in an amount not less than $1,000 and not more than $2,500." *D.C. Code § 32-581.04(d)(3)(A).* <https://code.dccouncil.gov/us/dc/council/code/sections/32-581.04>
+
+[^oag-nopoach]: **OAG Press Release on Non-Compete Settlements (Nov. 17, 2023)** — "Through its investigation, OAG uncovered evidence that Hissho violated the District’s Antitrust Act and the District’s ban on non-compete agreements by including a ‘no-poach’ clause in its contracts with franchisees, which prevented employees from leaving one fast food franchise to work for another franchise in the same chain." *Office of the Attorney General for the District of Columbia, Press Release (Nov. 17, 2023).* <https://oag.dc.gov/release/attorney-general-schwalb-announces-three-district>
+
+[^antitrust]: **D.C. Code § 28-4502** — "Every contract, combination in the form of a trust or otherwise, or conspiracy in restraint of trade or commerce all or any part of which is within the District of Columbia is declared to be illegal." *D.C. Code § 28-4502.* <https://code.dccouncil.gov/us/dc/council/code/sections/28-4502>
+
+[^tolling-duration-cap]: **D.C. Code § 32-581.03** — "If the employee is not a medical specialist, a term of non-competition that does not exceed 365 calendar days from the date the employee separates from employment with the employer" *D.C. Code § 32-581.03(a)(1)(C)(i).* <https://code.dccouncil.gov/us/dc/council/code/sections/32-581.03>
+
+[^tolling-cumulative]: **D.C. Code § 32-581.04b** — "The rights, remedies, and prohibitions accorded by the provisions of this chapter are in addition to and cumulative of any right, remedy, or prohibition accorded by the common law, federal law, or any District statute" *D.C. Code § 32-581.04b.* <https://code.dccouncil.gov/us/dc/council/code/sections/32-581.04b>

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

@@ -0,0 +1,267 @@
+---
+jurisdiction: "Florida"
+slug: florida
+countryCode: US
+snapshotAsOf: "2026-06-08"
+lastReviewed: "2026-06-03"
+canonicalUrl: https://openagreements.org/legal/non-compete/florida
+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/florida · **Snapshot as of:** 2026-06-08 · License: CC BY 4.0 · © UseJunior
+
+# Non-Competes in Florida[^about]
+
+Florida enforces non-competes by statute and is among the most employer-friendly states, requiring a legitimate business interest and reasonable terms, with a separate 2025 CHOICE Act track for high earners.
+
+
+## At a glance
+
+| Question | Florida |
+| --- | --- |
+| **Are non-competes enforceable?** | Allowed if reasonable |
+| **Bottom line** | Among the most employer-friendly states — enforceable with a legitimate business interest and reasonable terms, with a 2025 CHOICE Act high-earner track. |
+| **Main law or case** | Fla. Stat. § 542.335 |
+| **Main exceptions** | Specialist-physician ban in monopolized counties (§ 542.336) |
+| **Can a court narrow it?** | Yes — rewrites to reasonable |
+| **Applies to contractors?** | Yes |
+| **Restriction extended during a breach?** | Not addressed by statute |
+| **Maximum length set by law** | No hard cap; over 2 years presumed unreasonable for employees |
+| **Must the employer pay to enforce?** | Only on the optional paid track |
+
+## Are employee non-compete agreements enforceable in Florida? {#employee-noncompetes}
+
+**Short answer.** Yes. Florida is one of the most employer-friendly non-compete states in the country. Every restraint of trade is unlawful as a baseline, but section 542.335 of the Florida Statutes creates a broad statutory exception: a restrictive covenant is enforceable when it is in a signed writing, justified by a legitimate business interest, and reasonably necessary to protect that interest in time, area, and line of business [^q1-542018-baseline][^q1-542335-intro][^q1-542335-writing][^q1-542335-necessary].
+
+Florida courts treat section 542.335 as a comprehensive statutory framework for restrictive covenants. As the Fifth District put it, the statute is built on an unfair-competition approach, rather than the older common-law hostility to restraints [^q1-henao-framework].
+
+Since July 2025, Florida has run two parallel tracks. Most agreements are governed by the traditional section 542.335 standard described throughout this note. A second, even more employer-favorable track — the CHOICE Act, sections 542.41 through 542.45 — applies only to defined high-earning *covered employees*; covenants that do not fit the CHOICE Act definitions fall back to section 542.335 [^q1-choice-fallback].
+
+> [!NOTE]
+> **Practice note.**
+>
+> Do not assume an agreement is *unenforceable* just because it looks broad. Florida starts from the opposite presumption of most states: tie the restraint to a pleaded legitimate business interest and reasonable terms, and a court is directed to enforce it [^q1-542335-intro][^q1-henao-framework].
+
+## What legitimate business interests can support a Florida non-compete? {#legitimate-business-interest}
+
+**Short answer.** The enforcing party must plead and prove a legitimate business interest, and a covenant supported by none is void. The statute lists trade secrets, other valuable confidential information, substantial relationships with specific customers or patients, customer goodwill, and extraordinary or specialized training — but the list is illustrative, not exhaustive [^q2-542335-lbi-list][^q2-white-referral].
+
+The Florida Supreme Court confirmed in *White v. Mederi Caretenders* that the statutory list is open-ended. It held that home health service referral sources can qualify as a protected interest depending on the context and proof, because the statute says *includes, but is not limited to* [^q2-white-referral].
+
+"In light of the foregoing, we conclude that home health service referral sources may be a protected legitimate business interest within the meaning of section 542.335, depending upon the context and proof adduced."[^q2-white-referral]
+
+> [!CAUTION]
+> **Drafting note.**
+>
+> A naked interest in avoiding ordinary competition is not protectable. Plead and prove a specific interest from the statutory categories — or an analogous one supported by evidence — because a restraint not tied to a legitimate business interest is void and unenforceable [^q2-542335-void].
+
+## How long can a Florida non-compete last? {#duration-reasonableness}
+
+**Short answer.** Under section 542.335, duration is governed by rebuttable presumptions that vary by context. Against a former employee, a restraint of six months or less is presumed reasonable and one longer than two years is presumed unreasonable. The window widens for the sale of a business and for covenants predicated on trade secrets, where five years or less is presumed reasonable [^q3-542335-employee-presumption][^q3-542335-tradesecret-presumption].
+
+These are presumptions, not caps — either side can rebut them with evidence. For sale-of-business covenants the statute presumes three years or less reasonable and more than seven years unreasonable, reflecting the stronger interest a buyer has in the goodwill it paid for [^q3-542335-sale-presumption]. Geography and line-of-business scope are judged by the same reasonableness standard, and an overbroad term is narrowed rather than voided (see below) [^q3-542335-employee-presumption].
+
+The presumptions vary by the relationship between the parties; for distributors, dealers, franchisees, or licensees of a mark, a restraint of one year or less is presumed reasonable [^q3-542335-distributor-presumption].
+
+## Will a Florida court rewrite an overbroad non-compete instead of voiding it? {#blue-pencil-reformation}
+
+**Short answer.** Yes — reformation is mandatory. If a restraint is overbroad, overlong, or otherwise broader than necessary, section 542.335 directs the court to *modify the restraint and grant only the relief reasonably necessary* to protect the legitimate business interest, rather than strike the covenant entirely [^q4-542335-modify].
+
+This is one of Florida's most consequential rules for employees. In many states, proving a covenant is too broad defeats it; in Florida, the usual result is a narrowed, court-rewritten restriction that is then enforced. The burden also shifts: once the employer shows the restraint is prima facie reasonably necessary, the employee must prove it is overbroad [^q4-542335-modify].
+
+> [!CAUTION]
+> **Drafting note.**
+>
+> Because Florida blue-pencils rather than voids, an overbroad covenant is not a *free pass* for the worker — but neither should employers draft for the moon expecting a court to fix it. Tailor duration, geography, and scope to the proven interest so the enforced version matches the drafted version [^q4-542335-modify].
+
+## Can a Florida court refuse to enforce a non-compete because of hardship to the employee? {#economic-hardship}
+
+**Short answer.** No. Section 542.335 expressly forbids a court from weighing the individualized economic or other hardship enforcement might cause the restrained person. The same subsection directs courts to construe covenants in favor of protecting the employer's interests, not narrowly against the drafter [^q5-542335-hardship][^q5-542335-construe].
+
+This makes Florida unusually predictable for employers. The familiar argument that a non-compete will cost the worker a livelihood — often decisive elsewhere — is statutorily off the table in Florida, though courts still consider other equitable defenses and the effect of enforcement on public health, safety, and welfare [^q5-542335-hardship].
+
+"A court shall construe a restrictive covenant in favor of providing reasonable protection to all legitimate business interests established by the person seeking enforcement."[^q5-542335-construe]
+
+## What did the 2025 CHOICE Act change for high earners? {#choice-act-high-earners}
+
+**Short answer.** The CHOICE Act, effective July 1, 2025, created a second, even more employer-favorable track for high-earning *covered employees* — those earning more than twice the annual mean wage of the relevant Florida county. It authorizes covered non-competes of up to four years and *garden leave* agreements of up to four years, and it makes a preliminary injunction mandatory on an employer's application [^q6-choice-effective][^q6-543-covered-employee][^q6-545-injunction].
+
+To qualify, the employer must advise the worker of the right to counsel, give at least seven days' written notice, and obtain a written acknowledgment of access to confidential information or customer relationships; a compliant covered non-compete is then *fully enforceable according to its terms* [^q6-545-fully-enforceable][^q6-545-counsel][^q6-545-notice]. A covered non-compete may run up to four years and reach work *similar* to the prior role or work likely to use the employer's confidential information [^q6-543-covered-noncompete].
+
+Garden leave is new to Florida statutory law: the employee stays on payroll during a notice period of up to four years, but after the first 90 days need not perform services and may engage in nonwork activities — and may work for another employer only with the covered employer's permission [^q6-544-garden-leave][^q6-544-outside-work]. The two tools do not simply stack: a covered non-compete must reduce its noncompete period day-for-day by any nonworking portion of a garden-leave notice period [^q6-545-offset]. Once an employer applies to enforce a covered non-compete, the court must enjoin the employee and may dissolve the injunction only if the employee shows, by *clear and convincing evidence*, one of the narrow statutory grounds [^q6-545-injunction].
+
+"This act shall take effect July 1, 2025."[^q6-effective-law]
+
+> [!NOTE]
+> **Practice note.**
+>
+> The CHOICE Act is new and largely untested in court. Treat the four-year duration and mandatory-injunction mechanics as the statute's design, not yet as settled judicial practice, and confirm the current threshold before relying on coverage — it is measured by the statutory *salary* definition and the annual mean wage of the employer's principal-place-of-business county (or the employee's residence county if the employer is out of state) [^q6-543-covered-employee][^q6-effective-law].
+
+## Are physician and health care non-competes treated differently in Florida? {#physician-healthcare}
+
+**Short answer.** Yes, in two ways. Section 542.336 voids a specialist physician's non-compete in any county where a single entity employs or contracts with *all* physicians in that specialty, and keeps it void for three years after a second entity enters the market. Separately, the CHOICE Act's high-earner track excludes health care practitioners entirely, so their covenants stay under the ordinary section 542.335 standard [^q7-542336-trigger][^q7-542336-physician][^q7-543-healthcare-exclusion].
+
+The physician carve-out is narrow and fact-specific: it targets local specialty monopolies that the Legislature found restrict patient access and raise costs. It is not a general ban on physician non-competes [^q7-542336-physician]. The CHOICE Act exclusion is categorical — a health care practitioner, as defined in section 456.001, is excluded from the *covered employee* definition no matter how much they earn [^q7-543-healthcare-exclusion].
+
+"Such restrictive covenants shall remain void and unenforceable for 3 years after the date on which a second entity that employs or contracts with, either directly or through related or affiliated entities, one or more physicians who practice such specialty begins offering such specialty services in that county."[^q7-542336-physician]
+
+## How are non-solicitation and no-hire clauses treated in Florida? {#non-solicitation-no-hire}
+
+**Short answer.** Section 542.335 governs *all* restrictive covenants, so customer non-solicitation, non-dealing, and employee no-hire clauses are analyzed under the same legitimate-business-interest and reasonableness framework as non-competes. Florida courts apply that framework both to enforce these covenants and, where the facts require, to narrow or decline to enforce them [^q8-balasco-nohire][^q8-carter-nonsolicit].
+
+In *Balasco v. Gulf Auto Holding*, the Second District enforced an anti-piracy clause barring a former manager from soliciting the dealership's other employees, but blue-penciled its three-year term down to two years under the duration presumption [^q8-balasco-nohire]. *Environmental Services v. Carter* shows the limits: a customer non-solicitation covenant can be valid yet still go unenforced where the clients sought out the employee without any solicitation [^q8-carter-nonsolicit].
+
+> [!CAUTION]
+> **Drafting note.**
+>
+> The CHOICE Act defines *covered noncompete* and *covered garden leave* agreements but does not mention non-solicitation clauses. A four-year CHOICE Act non-compete may sit beside a non-solicit that still defaults to section 542.335's two-year presumption, so draft and analyze the two clauses separately rather than assuming the four-year term carries over [^q8-choice-other-agreements][^q8-542335-presumption].
+
+## Is continued at-will employment enough consideration for a Florida non-compete? {#consideration}
+
+**Short answer.** Yes. Florida courts treat continued at-will employment as sufficient consideration, so an employee can be bound by a non-compete signed months or years after the hire date. No separate signing bonus, raise, or promotion is required [^q9-omi-consideration].
+
+In *Open Magnetic Imaging v. Nieves-Garcia*, the Third District found no Florida decision refusing to enforce a non-compete merely because the employee signed it after employment began [^q9-omi-consideration]. That rule governs the traditional section 542.335 track; under the CHOICE Act, by contrast, an employer's failure to pay the consideration the agreement promised — after a reasonable chance to cure — is itself a statutory ground to dissolve the mandatory injunction [^q9-545-consideration].
+
+"In fact, we have located no Florida decision to date which has declined to enforce a non-compete agreement by virtue of the fact that an employee has been required to execute it after employment has commenced."[^q9-omi-consideration]
+
+## Does a Florida non-compete period pause or extend if the employee breaches or litigates? {#tolling-extension}
+
+**Short answer.** Section 542.335 does not expressly address tolling — it neither requires nor forbids extending the restricted period for the time a former employee was in breach. What the statute does provide is a strong enforcement remedy: a violation creates a presumption of irreparable injury, and courts enforce covenants by injunction [^q10-542335-injunction].
+
+Because the statute is silent, whether a court will extend a covenant by the period of breach — or honor a contractual *tolling* clause that does so — is not settled by section 542.335 itself. Employers who want the clock to pause during a violation should say so expressly in the agreement and be prepared to argue for it as equitable relief, rather than assume Florida law supplies it automatically [^q10-542335-injunction].
+
+> [!NOTE]
+> **Practice note.**
+>
+> Do not assume the non-compete period automatically tolls while an employee competes in breach. Section 542.335 does not provide for it, so build any extension-on-breach mechanism into the contract and treat its enforceability as an open question under Florida law [^q10-542335-injunction].
+
+## How do Florida courts enforce non-competes, and who pays attorney's fees? {#injunctions-fees}
+
+**Short answer.** Courts enforce restrictive covenants by injunction, and a violation of an enforceable covenant *creates a presumption of irreparable injury* — a major advantage for employers seeking emergency relief. The prevailing party can recover attorney's fees and costs even without a fee clause, and any contractual provision limiting that authority is unenforceable [^q11-542335-injunction][^q11-542335-fees].
+
+The irreparable-injury presumption does real work. In *DePuy Orthopaedics v. Waxman*, the First District reversed a trial court that had denied an injunction for lack of irreparable injury, applying the statutory presumption [^q11-depuy-injunction]. The statute also requires a proper injunction bond and bars any contractual waiver of the bond requirement [^q11-542335-bond].
+
+## Will a Florida non-compete be enforced across state lines? {#choice-of-law-multistate}
+
+**Short answer.** Florida law strongly favors its own enforcement standard — the CHOICE Act even applies to a covered employee whose primary place of work is Florida *regardless of any applicable choice of law provisions*. But another state can refuse to apply Florida law where it conflicts with that state's public policy [^q12-545-applicability][^q12-brown-publicpolicy].
+
+In *Brown & Brown v. Johnson*, New York's highest court declined to apply Florida law to a customer non-solicit, holding that doing so would violate New York public policy [^q12-brown-publicpolicy]. The practical lesson: a Florida choice-of-law clause is powerful inside Florida but not a guarantee of enforcement against a worker centered in a more employee-protective state.
+
+"On this appeal, we hold that applying Florida law on restrictive covenants related to the non-solicitation of customers by a former employee would violate the public policy of this state."[^q12-brown-publicpolicy]
+
+## How do trade secrets and the Florida Uniform Trade Secrets Act interact with non-competes? {#trade-secrets}
+
+**Short answer.** Trade secrets are both a listed legitimate business interest under section 542.335 and independently protectable under the Florida Uniform Trade Secrets Act (FUTSA). FUTSA defines a trade secret, authorizes injunctions for actual or threatened misappropriation, and — importantly — preserves contractual remedies even though it displaces conflicting tort law [^q13-688002-def][^q13-688003-injunction][^q13-688008-contract].
+
+Because FUTSA expressly does not affect contractual remedies, employers commonly pursue parallel claims — breach of a non-compete or non-disclosure agreement and statutory misappropriation — for the same conduct [^q13-688008-contract]. FUTSA allows an injunction against *threatened* misappropriation [^q13-688003-injunction], but whether that reaches the *inevitable disclosure* doctrine — enjoining a worker from a new job on the theory they will inevitably use trade secrets, with no written non-compete — is unsettled in Florida, so do not rely on it in place of a properly drafted covenant.
+
+## Does the FTC non-compete ban affect Florida? {#federal-ftc-overlay}
+
+**Short answer.** No. The Federal Trade Commission's 2024 Non-Compete Rule never took effect: federal courts set it aside, the FTC acceded to vacatur, and in February 2026 the Commission formally removed the rule from the Code of Federal Regulations. Florida's statutes are the operative law [^q14-fr-removal].
+
+The Federal Register notice records that a federal court held the rule unlawful and set it aside, and that the Commission then removed 16 CFR part 910 to conform to the court decisions [^q14-fr-removal]. The FTC may still pursue case-by-case antitrust enforcement (for example, against naked no-poach agreements between rival employers), but there is no nationwide ban displacing Florida law.
+
+"In the third case, the court held that the Non-Compete Rule was unlawful and set it aside."[^q14-fr-removal]
+
+[^about]: By Steven Obiajulu, J.D. Published by [openagreements.org](https://openagreements.org) · Maintained by [UseJunior](https://usejunior.com). Last reviewed 2026-06-03. License: CC BY 4.0. Steven Obiajulu, J.D. is admitted in New York, not Florida. This article synthesizes Florida primary law and is not legal advice from a Florida-admitted attorney. This article is for informational purposes only and does not create an attorney-client relationship.
+
+[^q1-542018-baseline]: **Fla. Stat. § 542.18** — "Every contract, combination, or conspiracy in restraint of trade or commerce in this state is unlawful." *Fla. Stat. § 542.18 (2025).* <https://www.flsenate.gov/Laws/Statutes/2025/542.18>
+
+[^q1-542335-intro]: **Fla. Stat. § 542.335** — "enforcement of contracts that restrict or prohibit competition during or after the term of restrictive covenants, so long as such contracts are reasonable in time, area, and line of business, is not prohibited." *Fla. Stat. § 542.335(1) (2025).* <https://www.flsenate.gov/Laws/Statutes/2025/542.335>
+
+[^q1-542335-writing]: **Fla. Stat. § 542.335** — "A court shall not enforce a restrictive covenant unless it is set forth in a writing signed by the person against whom enforcement is sought." *Fla. Stat. § 542.335(1)(a) (2025).* <https://www.flsenate.gov/Laws/Statutes/2025/542.335>
+
+[^q1-542335-necessary]: **Fla. Stat. § 542.335** — "A person seeking enforcement of a restrictive covenant also shall plead and prove that the contractually specified restraint is reasonably necessary to protect the legitimate business interest or interests justifying the restriction." *Fla. Stat. § 542.335(1)(c) (2025).* <https://www.flsenate.gov/Laws/Statutes/2025/542.335>
+
+[^q1-henao-framework]: **Henao v. Professional Shoe Repair, Inc.** — "Section 542.335 contains a comprehensive framework for analyzing, evaluating and enforcing restrictive covenants in Florida based on an ‘unfair competition’ analysis." *Henao v. Prof'l Shoe Repair, Inc., 929 So. 2d 723 (Fla. 5th DCA 2006).* <https://www.courtlistener.com/opinion/1825627/henao-v-professional-shoe-repair-inc/#:~:text=Section%20542.335%20contains%20a%20comprehensive,on%20an%20%22unfair%20competition%22%20analysis.>
+
+[^q1-choice-fallback]: **Fla. Stat. § 542.45** — "Any action regarding a restrictive covenant that does not meet the definition of a covered garden leave agreement or a covered noncompete agreement as provided in this part is governed by s. 542.335." *Fla. Stat. § 542.45(5)(e) (2025).* <https://www.flsenate.gov/Laws/Statutes/2025/542.45>
+
+[^q2-542335-lbi-list]: **Fla. Stat. § 542.335** — "The person seeking enforcement of a restrictive covenant shall plead and prove the existence of one or more legitimate business interests justifying the restrictive covenant." *Fla. Stat. § 542.335(1)(b) (2025).* <https://www.flsenate.gov/Laws/Statutes/2025/542.335>
+
+[^q2-white-referral]: **White v. Mederi Caretenders Visiting Servs. of Se. Fla., LLC** — "In light of the foregoing, we conclude that home health service referral sources may be a protected legitimate business interest within the meaning of section 542.335, depending upon the context and proof adduced." *White v. Mederi Caretenders Visiting Servs. of Se. Fla., LLC, 226 So. 3d 774 (Fla. 2017).* <https://www.courtlistener.com/opinion/4426106/sc16-400-elizabeth-white-v-mederi-caretenders-visiting-services-of/#:~:text=In%20light%20of%20the%20foregoing%2C,the%20context%20and%20proof%20adduced.>
+
+[^q2-542335-void]: **Fla. Stat. § 542.335** — "Any restrictive covenant not supported by a legitimate business interest is unlawful and is void and unenforceable." *Fla. Stat. § 542.335(1)(b)5 (2025).* <https://www.flsenate.gov/Laws/Statutes/2025/542.335>
+
+[^q3-542335-employee-presumption]: **Fla. Stat. § 542.335** — "a court shall presume reasonable in time any restraint 6 months or less in duration and shall presume unreasonable in time any restraint more than 2 years in duration." *Fla. Stat. § 542.335(1)(d)1 (2025).* <https://www.flsenate.gov/Laws/Statutes/2025/542.335>
+
+[^q3-542335-tradesecret-presumption]: **Fla. Stat. § 542.335** — "a court shall presume reasonable in time any restraint of 5 years or less and shall presume unreasonable in time any restraint of more than 10 years." *Fla. Stat. § 542.335(1)(e) (2025).* <https://www.flsenate.gov/Laws/Statutes/2025/542.335>
+
+[^q3-542335-sale-presumption]: **Fla. Stat. § 542.335** — "a court shall presume reasonable in time any restraint 3 years or less in duration and shall presume unreasonable in time any restraint more than 7 years in duration." *Fla. Stat. § 542.335(1)(d)3 (2025).* <https://www.flsenate.gov/Laws/Statutes/2025/542.335>
+
+[^q3-542335-distributor-presumption]: **Fla. Stat. § 542.335** — "a court shall presume reasonable in time any restraint 1 year or less in duration and shall presume unreasonable in time any restraint more than 3 years in duration." *Fla. Stat. § 542.335(1)(d)2 (2025).* <https://www.flsenate.gov/Laws/Statutes/2025/542.335>
+
+[^q4-542335-modify]: **Fla. Stat. § 542.335** — "If a contractually specified restraint is overbroad, overlong, or otherwise not reasonably necessary to protect the legitimate business interest or interests, a court shall modify the restraint and grant only the relief reasonably necessary to protect such interest or interests." *Fla. Stat. § 542.335(1)(c) (2025).* <https://www.flsenate.gov/Laws/Statutes/2025/542.335>
+
+[^q5-542335-hardship]: **Fla. Stat. § 542.335** — "Shall not consider any individualized economic or other hardship that might be caused to the person against whom enforcement is sought." *Fla. Stat. § 542.335(1)(g)1 (2025).* <https://www.flsenate.gov/Laws/Statutes/2025/542.335>
+
+[^q5-542335-construe]: **Fla. Stat. § 542.335** — "A court shall construe a restrictive covenant in favor of providing reasonable protection to all legitimate business interests established by the person seeking enforcement." *Fla. Stat. § 542.335(1)(h) (2025).* <https://www.flsenate.gov/Laws/Statutes/2025/542.335>
+
+[^q6-choice-effective]: **Fla. Stat. § 542.41** — "This part may be cited as the ‘Florida Contracts Honoring Opportunity, Investment, Confidentiality, and Economic Growth (CHOICE) Act.’" *Fla. Stat. § 542.41 (2025).* <https://www.flsenate.gov/Laws/Statutes/2025/542.41>
+
+[^q6-543-covered-employee]: **Fla. Stat. § 542.43** — "earns or is reasonably expected to earn a salary greater than twice the annual mean wage of the county in this state in which the covered employer has its principal place of business" *Fla. Stat. § 542.43(3) (2025).* <https://www.flsenate.gov/Laws/Statutes/2025/542.43>
+
+[^q6-545-injunction]: **Fla. Stat. § 542.45** — "a court must preliminarily enjoin a covered employee from providing services to any business, entity, or individual other than the covered employer during the noncompete period." *Fla. Stat. § 542.45(5)(a) (2025).* <https://www.flsenate.gov/Laws/Statutes/2025/542.45>
+
+[^q6-545-fully-enforceable]: **Fla. Stat. § 542.45** — "is fully enforceable according to its terms" *Fla. Stat. § 542.45(2) (2025).* <https://www.flsenate.gov/Laws/Statutes/2025/542.45>
+
+[^q6-545-counsel]: **Fla. Stat. § 542.45** — "A covered employee was advised, in writing, of the right to seek counsel before execution of the covered noncompete agreement and was provided notice as described in subsection (3)" *Fla. Stat. § 542.45(2)(a) (2025).* <https://www.flsenate.gov/Laws/Statutes/2025/542.45>
+
+[^q6-545-notice]: **Fla. Stat. § 542.45** — "A prospective covered employee at least 7 days before an offer of employment expires" *Fla. Stat. § 542.45(3)(a) (2025).* <https://www.flsenate.gov/Laws/Statutes/2025/542.45>
+
+[^q6-543-covered-noncompete]: **Fla. Stat. § 542.43** — "for a period not to exceed 4 years and within the geographic area defined in the agreement, the covered employee agrees not to assume a role" *Fla. Stat. § 542.43(6) (2025).* <https://www.flsenate.gov/Laws/Statutes/2025/542.43>
+
+[^q6-544-garden-leave]: **Fla. Stat. § 542.44** — "After the first 90 days of the notice period, the covered employee does not have to provide services to the covered employer" *Fla. Stat. § 542.44(2)(c)1 (2025).* <https://www.flsenate.gov/Laws/Statutes/2025/542.44>
+
+[^q6-544-outside-work]: **Fla. Stat. § 542.44** — "The covered employee may, with the permission of the covered employer, work for another employer while still employed by the covered employer during the remainder of the notice period" *Fla. Stat. § 542.44(2)(c)3 (2025).* <https://www.flsenate.gov/Laws/Statutes/2025/542.44>
+
+[^q6-545-offset]: **Fla. Stat. § 542.45** — "A covered noncompete agreement provides that the noncompete period is reduced day-for-day by any nonworking portion of the notice period" *Fla. Stat. § 542.45(2)(c) (2025).* <https://www.flsenate.gov/Laws/Statutes/2025/542.45>
+
+[^q6-effective-law]: **Ch. 2025-213, Laws of Fla. (Florida CHOICE Act)** — "This act shall take effect July 1, 2025." *Ch. 2025-213, Laws of Fla., § 22.* <https://laws.flrules.org/2025/213>
+
+[^q7-542336-trigger]: **Fla. Stat. § 542.336** — "A restrictive covenant entered into with a physician who is licensed under chapter 458 or chapter 459 and who practices a medical specialty in a county wherein one entity employs or contracts with, either directly or through related or affiliated entities, all physicians who practice such specialty in that county is not supported by a legitimate business interest." *Fla. Stat. § 542.336 (2025).* <https://www.flsenate.gov/Laws/Statutes/2025/542.336>
+
+[^q7-542336-physician]: **Fla. Stat. § 542.336** — "Such restrictive covenants shall remain void and unenforceable for 3 years after the date on which a second entity that employs or contracts with, either directly or through related or affiliated entities, one or more physicians who practice such specialty begins offering such specialty services in that county." *Fla. Stat. § 542.336 (2025).* <https://www.flsenate.gov/Laws/Statutes/2025/542.336>
+
+[^q7-543-healthcare-exclusion]: **Fla. Stat. § 542.43** — "The term does not include a person classified as a health care practitioner as defined in s. 456.001." *Fla. Stat. § 542.43(3) (2025).* <https://www.flsenate.gov/Laws/Statutes/2025/542.43>
+
+[^q8-balasco-nohire]: **Balasco v. Gulf Auto Holding, Inc.** — "We agree that the agreement is enforceable but remand to shorten the period of restraint to no more than two years." *Balasco v. Gulf Auto Holding, Inc., 707 So. 2d 858 (Fla. 2d DCA 1998).* <https://www.courtlistener.com/opinion/1671732/balasco-v-gulf-auto-holding-inc/#:~:text=We%20agree%20that%20the%20agreement,no%20more%20than%20two%20years.>
+
+[^q8-carter-nonsolicit]: **Environmental Services, Inc. v. Carter** — "While the court ruled that the non-solicitation covenant was valid, it refused to enforce that covenant, finding that ESI’s clients sought out Carter and Hannon without any solicitation from them." *Env't Servs., Inc. v. Carter, 9 So. 3d 1258 (Fla. 5th DCA 2009).* <https://www.courtlistener.com/opinion/1645720/environmental-services-inc-v-carter/#:~:text=While%20the%20court%20ruled%20that,without%20any%20solicitation%20from%20them.>
+
+[^q8-choice-other-agreements]: **Fla. Stat. § 542.45** — "Any action regarding a restrictive covenant that does not meet the definition of a covered garden leave agreement or a covered noncompete agreement as provided in this part is governed by s. 542.335." *Fla. Stat. § 542.45(5)(e) (2025).* <https://www.flsenate.gov/Laws/Statutes/2025/542.45>
+
+[^q8-542335-presumption]: **Fla. Stat. § 542.335** — "a court shall presume reasonable in time any restraint 6 months or less in duration and shall presume unreasonable in time any restraint more than 2 years in duration." *Fla. Stat. § 542.335(1)(d)1 (2025).* <https://www.flsenate.gov/Laws/Statutes/2025/542.335>
+
+[^q9-omi-consideration]: **Open Magnetic Imaging, Inc. v. Nieves-Garcia** — "In fact, we have located no Florida decision to date which has declined to enforce a non-compete agreement by virtue of the fact that an employee has been required to execute it after employment has commenced." *Open Magnetic Imaging, Inc. v. Nieves-Garcia, 826 So. 2d 415 (Fla. 3d DCA 2002).* <https://www.courtlistener.com/opinion/1630166/omi-inc-v-nieves-garcia/#:~:text=In%20fact%2C%20we%20have%20located,it%20after%20employment%20has%20commenced.>
+
+[^q9-545-consideration]: **Fla. Stat. § 542.45** — "The covered employer has failed to pay or provide the consideration provided for in the covered noncompete agreement and has had a reasonable opportunity to cure the failure" *Fla. Stat. § 542.45(5)(a)2 (2025).* <https://www.flsenate.gov/Laws/Statutes/2025/542.45>
+
+[^q10-542335-injunction]: **Fla. Stat. § 542.335** — "The violation of an enforceable restrictive covenant creates a presumption of irreparable injury to the person seeking enforcement of a restrictive covenant." *Fla. Stat. § 542.335(1)(j) (2025).* <https://www.flsenate.gov/Laws/Statutes/2025/542.335>
+
+[^q11-542335-injunction]: **Fla. Stat. § 542.335** — "The violation of an enforceable restrictive covenant creates a presumption of irreparable injury to the person seeking enforcement of a restrictive covenant." *Fla. Stat. § 542.335(1)(j) (2025).* <https://www.flsenate.gov/Laws/Statutes/2025/542.335>
+
+[^q11-542335-fees]: **Fla. Stat. § 542.335** — "a court may award attorney’s fees and costs to the prevailing party in any action seeking enforcement of, or challenging the enforceability of, a restrictive covenant." *Fla. Stat. § 542.335(1)(k) (2025).* <https://www.flsenate.gov/Laws/Statutes/2025/542.335>
+
+[^q11-depuy-injunction]: **DePuy Orthopaedics, Inc. v. Waxman** — "we reverse the trial court’s order denying DePuy’s motion for temporary injunction and remand with instructions to enter a temporary injunction against Appellees" *DePuy Orthopaedics, Inc. v. Waxman, 95 So. 3d 928 (Fla. 1st DCA 2012).* <https://www.courtlistener.com/opinion/5061403/depuy-orthopaedics-inc-v-waxman/#:~:text=we%20reverse%20the%20trial%20court%E2%80%99s,a%20temporary%20injunction%20against%20Appellees>
+
+[^q11-542335-bond]: **Fla. Stat. § 542.335** — "No temporary injunction shall be entered unless the person seeking enforcement of a restrictive covenant gives a proper bond" *Fla. Stat. § 542.335(1)(j) (2025).* <https://www.flsenate.gov/Laws/Statutes/2025/542.335>
+
+[^q12-545-applicability]: **Fla. Stat. § 542.45** — "A covered noncompete agreement with a covered employee who maintains a primary place of work in this state, regardless of any applicable choice of law provisions" *Fla. Stat. § 542.45(1)(a) (2025).* <https://www.flsenate.gov/Laws/Statutes/2025/542.45>
+
+[^q12-brown-publicpolicy]: **Brown & Brown, Inc. v. Johnson** — "On this appeal, we hold that applying Florida law on restrictive covenants related to the non-solicitation of customers by a former employee would violate the public policy of this state." *Brown & Brown, Inc. v. Johnson, 25 N.Y.3d 364 (2015).* <https://www.courtlistener.com/opinion/2807346/brown-brown-v-theresa-a-johnson/#:~:text=On%20this%20appeal%2C%20we%20hold,public%20policy%20of%20this%20state.>
+
+[^q13-688002-def]: **Fla. Stat. § 688.002** — "‘Trade secret’ means information, including a formula, pattern, compilation, program, device, method, technique, or process" *Fla. Stat. § 688.002(4) (2025).* <https://www.flsenate.gov/Laws/Statutes/2025/688.002>
+
+[^q13-688003-injunction]: **Fla. Stat. § 688.003** — "Actual or threatened misappropriation may be enjoined." *Fla. Stat. § 688.003(1) (2025).* <https://www.flsenate.gov/Laws/Statutes/2025/688.003>
+
+[^q13-688008-contract]: **Fla. Stat. § 688.008** — "Contractual remedies, whether or not based upon misappropriation of a trade secret" *Fla. Stat. § 688.008(2)(a) (2025).* <https://www.flsenate.gov/Laws/Statutes/2025/688.008>
+
+[^q14-fr-removal]: **Removal of the Non-Compete Rule (16 CFR Part 910)** — "In the third case, the court held that the Non-Compete Rule was unlawful and set it aside." *Removal of the Non-Compete Rule, 91 Fed. Reg. 6507 (Feb. 12, 2026).* <https://www.federalregister.gov/documents/2026/02/12/2026-02866/revision-of-the-negative-option-rule-withdrawal-of-the-cars-rule-removal-of-the-non-compete-rule-to>