open-agreements 0.7.5 → 0.7.7

package/skills/non-compete-contract-explainer/content/new-jersey.md

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+---
+jurisdiction: "New Jersey"
+slug: new-jersey
+countryCode: US
+snapshotAsOf: "2026-06-08"
+lastReviewed: "2026-06-03"
+canonicalUrl: https://openagreements.org/legal/non-compete/new-jersey
+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/new-jersey · **Snapshot as of:** 2026-06-08 · License: CC BY 4.0 · © UseJunior
+
+# Non-Competes in New Jersey[^about]
+
+New Jersey enforces non-competes under the common-law Solari/Whitmyer reasonableness test, readily reforms overbroad covenants, and faces pending legislation that would ban most of them.
+
+
+## At a glance
+
+| Question | New Jersey |
+| --- | --- |
+| **Are non-competes enforceable?** | Allowed if reasonable |
+| **Bottom line** | New Jersey enforces employee non-competes under the common-law Solari/Whitmyer three-part reasonableness test and readily blue-pencils overbroad covenants, though a pending bill would ban most of them. |
+| **Main law or case** | Solari Industries, Inc. v. Malady, 55 N.J. 571 (1970); Whitmyer Bros., Inc. v. Doyle, 58 N.J. 25 (1971) |
+| **Main exceptions** | Sale-of-business more freely enforceable; physician public-interest scrutiny; psychologist rule (N.J.A.C. 13:42-10.16); attorney ban (RPC 5.6) |
+| **Can a court narrow it?** | Yes — rewrites to reasonable |
+| **Applies to contractors?** | Unclear |
+| **Restriction extended during a breach?** | Yes — court may toll the restricted period during an actual breach (ADP v. Kusins) |
+| **Maximum length set by law** | No statutory limit |
+
+## Are employee non-compete agreements enforceable in New Jersey? {#employee-noncompetes}
+
+**Short answer.** Yes, when reasonable. New Jersey has no general non-compete statute for the ordinary workforce, so enforceability turns on the common-law *Solari/Whitmyer* test: a covenant is enforced only where it protects the employer's legitimate interests, imposes no undue hardship on the employee, and is not injurious to the public [^solari-given-effect][^solari-three-prong].
+
+The standard comes from two early-1970s New Jersey Supreme Court decisions, *Solari Industries, Inc. v. Malady* and *Whitmyer Bros., Inc. v. Doyle*. A post-employment covenant is scrutinized more closely than a covenant tied to the sale of a business, because of the countervailing policy in favor of employee mobility, but it is still given effect when it is reasonable on the facts [^solari-given-effect].
+
+The three prongs — legitimate interest, undue hardship, and public interest — are weighed together, and the New Jersey Supreme Court restated them in the modern physician case *Community Hospital Group, Inc. v. More* [^more-three-prong].
+
+A covenant tied to the sale of a business is treated more leniently. *Whitmyer* explains that a seller's covenant protecting the goodwill sold to the buyer is freely enforceable, whereas an employee's post-employment covenant is scrutinized more closely because of the policy favoring employee mobility [^whitmyer-sale-of-business].
+
+> [!NOTE]
+> **Practice note.**
+>
+> Do not treat New Jersey as either a free-for-all or a ban state. Test the restraint against all three *Solari/Whitmyer* prongs — legitimate interest, undue hardship, and public interest — before assuming a New Jersey covenant is enforceable [^solari-three-prong].
+
+## Is continued employment enough consideration for a New Jersey non-compete? {#consideration}
+
+**Short answer.** Often, yes. New Jersey is comparatively employer-friendly on consideration: *Hogan v. Bergen Brunswig Corp.* holds that adequate consideration for a post-employment restraint can be found in the original employment contract or in continued employment after the covenant is signed [^hogan-continued-employment].
+
+This distinguishes New Jersey from states that require independent, new consideration whenever an existing employee signs a covenant. Under *Hogan*, an employer need not promise a raise or bonus or even threaten discharge; the continuation of the employment relationship can itself supply the consideration [^hogan-three-years].
+
+That latitude is not unlimited. The covenant must still be reasonable under *Solari/Whitmyer*, and a court evaluating undue hardship may weigh how the consideration and the restraint actually balanced out for the particular employee.
+
+> [!CAUTION]
+> **Drafting note.**
+>
+> Do not assume the New Jersey consideration rule excuses an unreasonable restraint. Continued employment can support the covenant, but the restraint itself must still pass the *Solari/Whitmyer* reasonableness test on duration, territory, and scope [^hogan-continued-employment].
+
+## What legitimate business interests can support a New Jersey non-compete? {#protectable-interests}
+
+**Short answer.** Trade secrets, confidential business information, and customer relationships are the recognized protectable interests, and the New Jersey Trade Secrets Act supplies the statutory trade-secret overlay [^whitmyer-legitimate-interest][^njtsa-trade-secret-definition].
+
+*Whitmyer* identifies the employer's legitimate interests as its trade secrets, confidential business information, and customer relationships [^whitmyer-legitimate-interest]. *Ingersoll-Rand Co. v. Ciavatta* repeats that employers may protect those same interests, while making clear that a covenant cannot exist merely to suppress ordinary competition or to keep an employee from using general skill and knowledge [^ingersoll-protectable-interests].
+
+The New Jersey Trade Secrets Act, codified at N.J.S.A. 56:15-1 and following, runs alongside contractual restraints. It defines a trade secret by independent economic value derived from secrecy and reasonable efforts to maintain that secrecy [^njtsa-trade-secret-definition].
+
+> [!CAUTION]
+> **Drafting note.**
+>
+> Do not use a New Jersey non-compete to block competition disconnected from a protectable interest. Tie the restraint to specific trade secrets, confidential information, or customer relationships, and keep trade-secret remedies in a separate confidentiality and Trade Secrets Act strategy [^ingersoll-protectable-interests][^njtsa-trade-secret-definition].
+
+## What duration and geographic scope are reasonable for a New Jersey non-compete? {#duration-geography}
+
+**Short answer.** There is no statutory cap. New Jersey courts test duration and territory as part of the undue-hardship and public-interest analysis, and durations in the one-to-two-year range are commonly upheld when the geography is tailored to where the employee actually worked [^more-two-year][^more-geography-reduced].
+
+In *More*, the New Jersey Supreme Court found that, on its face, a two-year restriction was a reasonable period for the hospital to replace and train a successor [^more-two-year]. Geography is judged against the employer's real footprint and the public's access to the service: in the same case the Court held that limiting the covenant to a radius small enough to exclude a nearby hospital would remove the covenant's harmful impact on the public [^more-geography-reduced].
+
+Because the analysis is holistic, a restraint matched to the employee's actual territory and to the time needed to protect the relationship is far easier to defend than a long, open-ended, statewide ban.
+
+> [!CAUTION]
+> **Drafting note.**
+>
+> Do not copy a fixed term or radius from another form. Match the duration and territory to the employee's role and the employer's real market, because a New Jersey court weighs the restraint as a whole and there is no safe-harbor number [^more-two-year][^more-geography-reduced].
+
+## Will a New Jersey court blue-pencil or reform an overbroad non-compete? {#court-narrowing}
+
+**Short answer.** Yes. *Solari* abandoned the old void-per-se rule in favor of total or partial enforcement to the extent reasonable, so New Jersey courts narrow overbroad covenants rather than striking them down outright [^solari-partial-enforcement][^rafferty-curtail-scope].
+
+*Solari* is the foundational statement: New Jersey rejected the rule that an overbroad covenant is wholly void and adopted partial enforcement to the extent reasonable under the circumstances [^solari-partial-enforcement]. Applying New Jersey law, the Third Circuit in *ADP, LLC v. Rafferty* described curtailing an overbroad covenant's scope as the approach prescribed by the New Jersey Supreme Court [^rafferty-curtail-scope].
+
+That reformation power is not a license to overreach. Reformation is an equitable remedy, and an employer that drafts an abusively broad covenant cannot assume a court will rewrite it into something enforceable.
+
+> [!CAUTION]
+> **Drafting note.**
+>
+> Do not rely on New Jersey's reformation power as a safety net for an aggressive covenant. Draft tiered, severable, reasonable restraints, because a court narrows in equity and may decline to rescue a covenant it views as overreaching [^solari-partial-enforcement][^rafferty-curtail-scope].
+
+## How does New Jersey treat customer and employee non-solicitation covenants? {#non-solicitation}
+
+**Short answer.** Non-solicitation covenants are analyzed under the same *Solari/Whitmyer* reasonableness framework as non-competes, and overbroad ones are blue-penciled to a reasonable scope rather than discarded [^kusins-blue-pencil-definition][^rafferty-legitimate-interests].
+
+In *ADP, LLC v. Kusins*, the Appellate Division reviewed customer and employee non-solicitation provisions and applied blue-penciling — a court's modification or tailoring of a restrictive covenant — to narrow them to what reasonably protected the employer's interests [^kusins-blue-pencil-definition]. In related ADP litigation, the Third Circuit, applying New Jersey law, concluded that ADP's tiered restrictive covenants furthered legitimate business interests and complied with New Jersey public policy [^rafferty-legitimate-interests].
+
+A narrowly drawn non-solicitation clause — limited to customers the employee actually served or learned about — is generally easier to enforce than a broad covenant against all competition.
+
+> [!CAUTION]
+> **Drafting note.**
+>
+> Do not draft a customer non-solicit that reaches every client regardless of the employee's contact with them. Limit it to customers the employee actually served or learned about, because New Jersey courts blue-pencil overbroad non-solicitation clauses and may narrow yours for you [^kusins-blue-pencil-definition].
+
+## Does a New Jersey non-compete toll or extend during breach or litigation? {#tolling-extension}
+
+**Short answer.** It can. In *ADP, LLC v. Kusins*, the Appellate Division enforced contractual tolling and remanded for the trial court to toll the restricted period during the time the former employees were violating their covenants [^kusins-tolling].
+
+*Kusins* shows that a well-drafted clause suspending the restricted period during an actual, court-determined violation can be given effect, so the employer realizes the benefit of its bargain rather than losing protection to delay [^kusins-tolling]. But the extension is tied to a real breach, not to the mere passage of time. *More* cautions that restrictive covenants are not favored and refused to extend a covenant beyond its stated period absent justification [^more-no-extension].
+
+The safer course is to draft any tolling clause so that it runs only for the duration of an actual breach, rather than as an automatic, open-ended extension that could itself be attacked as unreasonable.
+
+> [!CAUTION]
+> **Drafting note.**
+>
+> Draft a tolling clause to run only while the former employee is actually violating the covenant, as determined by a court. New Jersey will enforce tolling tied to a real breach, but a covenant disfavors gratuitous extension, so an automatic, indefinite extension risks being found unreasonable [^kusins-tolling][^more-no-extension].
+
+## How does New Jersey treat physician and health-care non-competes? {#physician-covenants}
+
+**Short answer.** Physician covenants are enforceable when reasonable, but the public-interest prong gets close scrutiny. In *More*, the New Jersey Supreme Court applied the three-part test to a neurosurgeon's covenant and reduced its geographic reach to protect public access to care [^q8-more-three-prong][^q8-more-geography-reduced].
+
+New Jersey has long declined to treat physician covenants as per se void — the New Jersey Supreme Court established in *Karlin v. Weinberg* that a physician covenant is enforceable to the extent it is reasonable — but it weighs the community's access to medical care heavily. *More* reduced the radius of a hospital's covenant rather than voiding it, illustrating how the public-interest prong drives the remedy [^q8-more-geography-reduced]. Its companion decision, *Pierson v. Medical Health Centers, P.A.*, frames the same inquiry for the trial court: whether the covenant protects a legitimate interest, imposes no undue hardship, and is not adverse to the public interest [^pierson-physician-standard].
+
+For shortage specialties and on-call coverage, expect courts to scrutinize whether enforcement would deprive the community of needed care.
+
+> [!NOTE]
+> **Practice note.**
+>
+> Do not assume a physician covenant fails or succeeds on duration and territory alone. In New Jersey the public-interest prong can shrink or defeat a health-care covenant where enforcement would limit patient access to needed care [^q8-more-geography-reduced][^pierson-physician-standard].
+
+## Which New Jersey professions have special non-compete limits? {#professional-carveouts}
+
+**Short answer.** Psychologists are the clearest example. A New Jersey regulation bars a licensed psychologist from entering a business agreement that restricts a client's ability to keep seeing the therapist of choice, and *Comprehensive Psychology System, P.C. v. Prince* treated that rule as controlling [^njac-therapist-choice][^prince-patient-rights].
+
+The Board of Psychological Examiners rule, N.J.A.C. 13:42-10.16, prohibits a licensee from entering any business agreement that interferes with or restricts a client's access to the therapist of choice [^njac-therapist-choice]. In *Prince*, the Appellate Division read that rule as a restriction on psychologist covenants and emphasized that the uniquely personal patient-psychologist relationship forbids restraints that interfere with ongoing treatment [^prince-treatment-interference]. The court explained the rule shifts the focus from the psychologist's rights to the patient's rights [^prince-patient-rights].
+
+Attorneys are the other clear example, and here the limit is stricter than ordinary reasonableness. RPC 5.6 prohibits a lawyer from making a partnership or employment agreement that restricts the right to practice law after the relationship ends, apart from retirement benefits [^rpc-attorney-restriction]. In *Jacob v. Norris, McLaughlin & Marcus*, the New Jersey Supreme Court held that this rule reaches not only outright bans but also indirect financial-disincentive provisions — clauses that strip compensation from a departing lawyer who keeps serving firm clients — because they violate the language and spirit of RPC 5.6 [^jacob-indirect-restriction]. Such a provision is unenforceable as against public policy [^jacob-public-policy].
+
+The analysis does not soften for in-house counsel. The Advisory Committee on Professional Ethics concluded in Opinion 708 that corporate and in-house counsel practicing in New Jersey must follow the Rules of Professional Conduct, including RPC 5.6, whether or not they are admitted in the State [^acpe-708-inhouse]. An employer therefore cannot bind its in-house lawyers with a covenant that RPC 5.6 would forbid for outside counsel.
+
+> [!NOTE]
+> **Practice note.**
+>
+> Do not analyze a psychologist's covenant under ordinary reasonableness alone. N.J.A.C. 13:42-10.16 can bar enforcement where the covenant would interfere with a client's access to the therapist of choice, regardless of how reasonable the time and territory look [^njac-therapist-choice][^prince-treatment-interference].
+
+## Can confidentiality and non-disparagement clauses replace a New Jersey non-compete? {#confidentiality-lad}
+
+**Short answer.** Partly, but watch the discrimination-law trap. Trade-secret and confidentiality protection is available under the New Jersey Trade Secrets Act, yet a 2019 amendment to the Law Against Discrimination makes a clause unenforceable when it conceals the details of a discrimination, retaliation, or harassment claim [^njtsa-short-title][^lad-conceal-unenforceable].
+
+The New Jersey Trade Secrets Act gives employers a statutory remedy for misappropriation, which is often a better fit than a non-compete when the real concern is protecting confidential information [^njtsa-short-title]. But confidentiality and non-disparagement language has a New Jersey-specific limit: N.J.S.A. 10:5-12.8(a) makes any provision whose purpose or effect is to conceal the details of a discrimination, retaliation, or harassment claim unenforceable [^lad-conceal-unenforceable]. The New Jersey Supreme Court applied that rule in *Savage v. Township of Neptune*, holding a non-disparagement clause unenforceable and explaining that the label on the clause does not control [^savage-nondisparagement-void][^savage-labels-dont-control].
+
+Importantly, the same statute expressly preserves traditional non-competes and proprietary-information agreements, so the discrimination-concealment rule does not bar an ordinary non-compete [^lad-noncompete-carveout]. Trying to enforce a barred concealment provision also carries a fee-shifting penalty [^lad-fee-shifting].
+
+> [!CAUTION]
+> **Drafting note.**
+>
+> Do not draft a confidentiality or non-disparagement clause that would conceal the details of a discrimination, retaliation, or harassment claim. New Jersey makes such a provision unenforceable and exposes the party trying to enforce it to the employee's attorney fees and costs [^lad-conceal-unenforceable][^lad-fee-shifting].
+
+## What pending New Jersey non-compete legislation should employers watch? {#pending-legislation}
+
+**Short answer.** None is law yet. Bills S1407 and A1829, introduced in the 2026 session, would prohibit non-compete clauses for most workers, void no-poach agreements, and leave only a narrow senior-executive carve-out that itself requires full pay during the restricted period [^s1407-ban][^s1407-no-poach].
+
+As introduced, S1407 would bar an employer from seeking, requiring, demanding, or accepting a non-compete clause from a worker who is not a senior executive [^s1407-ban]. Both bills define a *senior executive* as a worker in a policy-making position paid at least the statutory compensation threshold — the only category of worker for whom a prospective covenant could survive [^a1829-senior-executive]. Both bills also declare no-poach agreements contrary to public policy and void [^s1407-no-poach].
+
+Even for that narrow carve-out, a surviving senior-executive covenant would have to pay the worker an amount equal to 100 percent of pay during the restricted period — a garden-leave condition [^s1407-garden-leave]. The bills also leave the ordinary commercial exception intact: a non-compete entered as part of a bona-fide sale of a business would remain permissible [^s1407-sale-of-business].
+
+These bills follow earlier versions (A5708 and S4385) that advanced in the prior session without enactment. As of this review they remain pending, not enacted, so common-law *Solari/Whitmyer* analysis still governs.
+
+> [!NOTE]
+> **Practice note.**
+>
+> Treat S1407 and A1829 as monitoring items, not present New Jersey law. Recheck the Legislature's bill status before changing forms or telling workers that New Jersey has banned non-competes, because the enacted baseline is still common-law reasonableness [^s1407-ban][^a1829-senior-executive].
+
+## Did the FTC's federal non-compete rule change New Jersey non-compete law? {#federal-ftc-overlay}
+
+**Short answer.** No. The FTC's 2024 nationwide Non-Compete Rule was set aside by a federal court before it took effect, so New Jersey non-competes remain governed by state common law [^ryan-ftc-rule-set-aside].
+
+*Ryan LLC v. FTC* held that the FTC lacked statutory authority to issue the rule and that the rule was arbitrary and capricious [^ryan-ftc-unlawful]. The court set the rule aside with nationwide effect so that it would not be enforced or take effect [^ryan-ftc-rule-set-aside].
+
+That outcome leaves New Jersey's *Solari/Whitmyer* reasonableness analysis in control, and it makes the state-level reform bills, rather than any federal rule, the live question for New Jersey employers.
+
+"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]
+
+[^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 New Jersey. This article synthesizes New Jersey primary law and is not legal advice from a New Jersey-admitted attorney. This article is for informational purposes only and does not create an attorney-client relationship.
+
+[^solari-given-effect]: **Solari Industries, Inc. v. Malady** — "And while a covenant by an employee not to compete after the termination of his employment is not, because of the countervailing policy considerations, as freely enforceable, it will nonetheless be given effect if it is reasonable in view of all the circumstances of the particular case." *Solari Industries, Inc. v. Malady, 55 N.J. 571 (1970).* <https://www.courtlistener.com/opinion/7374715/solari-industries-inc-v-malady/#:~:text=And%20while%20a%20covenant%20by,circumstances%20of%20the%20particular%20case.>
+
+[^solari-three-prong]: **Solari Industries, Inc. v. Malady** — "It will generally be found to be reasonable where it simply protects the legitimate interests of the employer, imposes no undue hardship on the employee, and is not injurious to the public." *Solari Industries, Inc. v. Malady, 55 N.J. 571 (1970).* <https://www.courtlistener.com/opinion/7374715/solari-industries-inc-v-malady/#:~:text=It%20will%20generally%20be%20found,not%20injurious%20to%20the%20public.>
+
+[^more-three-prong]: **Community Hospital Group, Inc. v. More** — "That test requires us to determine whether (1) the restrictive covenant was necessary to protect the employer’s legitimate interests in enforcement, (2) whether it would cause undue hardship to the employee, and (3) whether it would be injurious to the public." *Community Hospital Group, Inc. v. More, 183 N.J. 36 (2005).* <https://www.courtlistener.com/opinion/1957320/community-hospital-group-inc-v-more/#:~:text=That%20test%20requires%20us%20to,be%20injurious%20to%20the%20public.>
+
+[^whitmyer-sale-of-business]: **Whitmyer Bros., Inc. v. Doyle** — "we pointed out that while a seller’s noncompetitive covenant designed to protect the good will of the business for the buyer is freely enforceable, an employee’s covenant not to compete after the termination of his employment is not as freely enforceable because of well recognized countervailing policy considerations." *Whitmyer Bros., Inc. v. Doyle, 58 N.J. 25 (1971).* <https://www.courtlistener.com/opinion/2061132/whitmyer-bros-inc-v-doyle/#:~:text=we%20pointed%20out%20that%20while,well%20recognized%20countervailing%20policy%20considerations.>
+
+[^hogan-continued-employment]: **Hogan v. Bergen Brunswig Corp.** — "The existence of sufficient consideration to support a post-employment restraint may be found in either the original contract of employment or in a post-employment contract, where the supporting consideration is at least, in part, the continuation of employment." *Hogan v. Bergen Brunswig Corp., 153 N.J. Super. 37 (App. Div. 1977).* <https://www.courtlistener.com/opinion/2358200/hogan-v-bergen-brunswig-corporation/#:~:text=The%20existence%20of%20sufficient%20consideration,part%2C%20the%20continuation%20of%20employment.>
+
+[^hogan-three-years]: **Hogan v. Bergen Brunswig Corp.** — "The continuation of plaintiff's employment for approximately three years after he signed the letter which acknowledges the covenant also provides consideration for the restrictive covenant." *Hogan v. Bergen Brunswig Corp., 153 N.J. Super. 37 (App. Div. 1977).* <https://www.courtlistener.com/opinion/2358200/hogan-v-bergen-brunswig-corporation/#:~:text=The%20continuation%20of%20plaintiff's%20employment,consideration%20for%20the%20restrictive%20covenant.>
+
+[^whitmyer-legitimate-interest]: **Whitmyer Bros., Inc. v. Doyle** — "But the employer has a patently legitimate interest in protecting his trade secrets as well as his confidential business information and he has an equally legitimate interest in protecting his customer relationships." *Whitmyer Bros., Inc. v. Doyle, 58 N.J. 25 (1971).* <https://www.courtlistener.com/opinion/2061132/whitmyer-bros-inc-v-doyle/#:~:text=But%20the%20employer%20has%20a,in%20protecting%20his%20customer%20relationships.>
+
+[^njtsa-trade-secret-definition]: **New Jersey Trade Secrets Act** — "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;" *New Jersey Trade Secrets Act, N.J.S.A. 56:15-2.* <https://pub.njleg.gov/bills/2010/PL11/161_.PDF>
+
+[^ingersoll-protectable-interests]: **Ingersoll-Rand Co. v. Ciavatta** — "Employers, therefore, have the right to protect their trade secrets, confidential information, and customer relations." *Ingersoll-Rand Co. v. Ciavatta, 110 N.J. 609 (1988).* <https://www.courtlistener.com/opinion/1916343/ingersoll-rand-co-v-ciavatta/#:~:text=Employers%2C%20therefore%2C%20have%20the%20right,confidential%20information%2C%20and%20customer%20relations.>
+
+[^more-two-year]: **Community Hospital Group, Inc. v. More** — "On its face two years appears to be a reasonable period for JFK to replace and train a person to assume Dr. More’s prior role." *Community Hospital Group, Inc. v. More, 183 N.J. 36 (2005).* <https://www.courtlistener.com/opinion/1957320/community-hospital-group-inc-v-more/#:~:text=On%20its%20face%20two%20years,assume%20Dr.%20More%E2%80%99s%20prior%20role.>
+
+[^more-geography-reduced]: **Community Hospital Group, Inc. v. More** — "We are satisfied that if the covenant were limited to a distance less than thirteen miles so that Somerset was not within the restricted area, the covenant would not have the same adverse impact on the public that it presently has." *Community Hospital Group, Inc. v. More, 183 N.J. 36 (2005).* <https://www.courtlistener.com/opinion/1957320/community-hospital-group-inc-v-more/#:~:text=We%20are%20satisfied%20that%20if,public%20that%20it%20presently%20has.>
+
+[^solari-partial-enforcement]: **Solari Industries, Inc. v. Malady** — "We are entirely satisfied that the time is well due for the abandonment of New Jersey’s void per se rule in favor of the rule which permits the total or partial enforcement of noncompetitive agreements to the extent reasonable under the circumstances." *Solari Industries, Inc. v. Malady, 55 N.J. 571 (1970).* <https://www.courtlistener.com/opinion/7374715/solari-industries-inc-v-malady/#:~:text=We%20are%20entirely%20satisfied%20that,extent%20reasonable%20under%20the%20circumstances.>
+
+[^rafferty-curtail-scope]: **ADP, LLC v. Rafferty** — "Accordingly, we will remand for the District Court to consider whether and to what extent it is necessary to curtail the restrictive covenants’ scope, which is the approach prescribed by the New Jersey Supreme Court when confronted with overbroad restrictive covenants such as these." *ADP, LLC v. Rafferty, 923 F.3d 113 (3d Cir. 2019).* <https://www.courtlistener.com/opinion/4614026/adp-llc-v-nicole-rafferty-adp-llc/#:~:text=Accordingly%2C%20we%20will%20remand%20for,restrictive%20covenants%20such%20as%20these.>
+
+[^kusins-blue-pencil-definition]: **ADP, LLC v. Kusins** — "The term ‘blue pencil[ing]’ refers to a court's modification or tailoring of a restrictive covenant." *ADP, LLC v. Kusins, 460 N.J. Super. 368 (App. Div. 2019).* <https://www.courtlistener.com/opinion/4650682/adp-llc-vs-erik-kusins-adp-llc-vs-ryan-hopper-adp-llc-vs-anthony-m/#:~:text=The%20term%20%22blue%20pencil%5Bing%5D%22%20refers,tailoring%20of%20a%20restrictive%20covenant.>
+
+[^rafferty-legitimate-interests]: **ADP, LLC v. Rafferty** — "Applying New Jersey law, we conclude that both tiers of ADP’s restrictive covenants further legitimate business interests and otherwise comply with the state’s public policy." *ADP, LLC v. Rafferty, 923 F.3d 113 (3d Cir. 2019).* <https://www.courtlistener.com/opinion/4614026/adp-llc-v-nicole-rafferty-adp-llc/#:~:text=Applying%20New%20Jersey%20law%2C%20we,with%20the%20state%E2%80%99s%20public%20policy.>
+
+[^kusins-tolling]: **ADP, LLC v. Kusins** — "In all of the matters other than Kusins, we remand for a determination of the appropriate remedy for each defendant's breach of the RCA, including a tolling of the time limitations of the RCAs during the period of defendants' violations." *ADP, LLC v. Kusins, 460 N.J. Super. 368 (App. Div. 2019).* <https://www.courtlistener.com/opinion/4650682/adp-llc-vs-erik-kusins-adp-llc-vs-ryan-hopper-adp-llc-vs-anthony-m/#:~:text=In%20all%20of%20the%20matters,the%20period%20of%20defendants'%20violations.>
+
+[^more-no-extension]: **Community Hospital Group, Inc. v. More** — "Because restrictive covenants are not favored in the law, we find no justification to extend the agreement beyond that period." *Community Hospital Group, Inc. v. More, 183 N.J. 36 (2005).* <https://www.courtlistener.com/opinion/1957320/community-hospital-group-inc-v-more/#:~:text=Because%20restrictive%20covenants%20are%20not,the%20agreement%20beyond%20that%20period.>
+
+[^q8-more-three-prong]: **Community Hospital Group, Inc. v. More** — "That test requires us to determine whether (1) the restrictive covenant was necessary to protect the employer’s legitimate interests in enforcement, (2) whether it would cause undue hardship to the employee, and (3) whether it would be injurious to the public." *Community Hospital Group, Inc. v. More, 183 N.J. 36 (2005).* <https://www.courtlistener.com/opinion/1957320/community-hospital-group-inc-v-more/#:~:text=That%20test%20requires%20us%20to,be%20injurious%20to%20the%20public.>
+
+[^q8-more-geography-reduced]: **Community Hospital Group, Inc. v. More** — "We are satisfied that if the covenant were limited to a distance less than thirteen miles so that Somerset was not within the restricted area, the covenant would not have the same adverse impact on the public that it presently has." *Community Hospital Group, Inc. v. More, 183 N.J. 36 (2005).* <https://www.courtlistener.com/opinion/1957320/community-hospital-group-inc-v-more/#:~:text=We%20are%20satisfied%20that%20if,public%20that%20it%20presently%20has.>
+
+[^pierson-physician-standard]: **Pierson v. Medical Health Centers, P.A.** — "Rather, the trial court must determine whether the restrictive covenant protects the legitimate interests of the employer, imposes no undue hardship on the employee, and is not adverse to the public interest." *Pierson v. Medical Health Centers, P.A., 183 N.J. 65 (2005).* <https://www.courtlistener.com/opinion/1957686/pierson-v-medical-health-centers/#:~:text=Rather%2C%20the%20trial%20court%20must,adverse%20to%20the%20public%20interest.>
+
+[^njac-therapist-choice]: **N.J.A.C. 13:42-10.16** — "A licensee shall not enter into any business agreement that interferes with or restricts the ability of a client to see or continue to see his or her therapist of choice." *N.J.A.C. 13:42-10.16.* <https://dspace.njstatelib.org/bitstreams/13f70d2e-c854-4547-9f99-9997089d3164/download>
+
+[^prince-patient-rights]: **Comprehensive Psychology System, P.C. v. Prince** — "We are satisfied that the new regulation merely articulates the same restriction in language that shifts the focus of concern from the rights of the psychologist to the rights of the patient." *Comprehensive Psychology Sys., P.C. v. Prince, 375 N.J. Super. 273 (App. Div. 2005).* <https://www.courtlistener.com/opinion/1547623/comprehensive-psycho-sys-v-prince/#:~:text=We%20are%20satisfied%20that%20the%20new,the%20rights%20of%20the%20patient.>
+
+[^prince-treatment-interference]: **Comprehensive Psychology System, P.C. v. Prince** — "We also are persuaded that, apart from the existence of the regulations, the nature of the practice of psychology and the uniquely personal patient-psychologist relationship forbid any restrictions which might interfere with an ongoing course of treatment." *Comprehensive Psychology Sys., P.C. v. Prince, 375 N.J. Super. 273 (App. Div. 2005).* <https://www.courtlistener.com/opinion/1547623/comprehensive-psycho-sys-v-prince/#:~:text=We%20also%20are%20persuaded%20that%2C,an%20ongoing%20course%20of%20treatment.>
+
+[^rpc-attorney-restriction]: **N.J. Ct. R., RPC 5.6** — "A lawyer shall not participate in offering or making: (a) a partnership or employment agreement that restricts the rights of a lawyer to practice after termination of the relationship, except an agreement concerning benefits upon retirement; or (b) an agreement in which a restriction on the lawyer's right to practice is part of the settlement of a controversy between private parties." *N.J. Ct. R., RPC 5.6.* <https://www.njcourts.gov/sites/default/files/rpc.pdf>
+
+[^jacob-indirect-restriction]: **Jacob v. Norris, McLaughlin & Marcus** — "We believe that indirect restrictions on the practice of law, such as the financial disincentives at issue in this case, likewise violate both the language and the spirit of RPC 5.6." *Jacob v. Norris, McLaughlin & Marcus, 128 N.J. 10 (1992).* <https://www.courtlistener.com/opinion/1984610/jacob-v-norris-mclaughlin-marcus/#:~:text=We%20believe%20that%20indirect%20restrictions,the%20spirit%20of%20RPC%205.6.>
+
+[^jacob-public-policy]: **Jacob v. Norris, McLaughlin & Marcus** — "We conclude that the Agreement's competitive departure provision restricts the practice of law in contravention of RPC 5.6 and is therefore unenforceable as against public policy." *Jacob v. Norris, McLaughlin & Marcus, 128 N.J. 10 (1992).* <https://www.courtlistener.com/opinion/1984610/jacob-v-norris-mclaughlin-marcus/#:~:text=We%20conclude%20that%20the%20Agreement's,unenforceable%20as%20against%20public%20policy.>
+
+[^acpe-708-inhouse]: **ACPE Opinion 708** — "Therefore, it is our opinion that in-house or corporate counsel in New Jersey must abide by the Rules of Professional Conduct, regardless of whether they are members of the bar of our State." *N.J. Advisory Comm. on Prof'l Ethics, Op. 708 (2006).* <https://www.njcourts.gov/sites/default/files/notices/2006/07/ACPEOpinion708.pdf>
+
+[^njtsa-short-title]: **New Jersey Trade Secrets Act** — "This act shall be known and may be cited as the ‘New Jersey Trade Secrets Act.’" *New Jersey Trade Secrets Act, N.J.S.A. 56:15-1.* <https://pub.njleg.gov/bills/2010/PL11/161_.PDF>
+
+[^lad-conceal-unenforceable]: **N.J.S.A. 10:5-12.8 (P.L.2019, c.39)** — "A provision in any employment contract or settlement agreement which has the purpose or effect of concealing the details relating to a claim of discrimination, retaliation, or harassment (hereinafter referred to as a ‘non-disclosure provision’) shall be deemed against public policy and unenforceable against a current or former employee (hereinafter referred to as an ‘employee’) who is a party to the contract or settlement." *N.J.S.A. 10:5-12.8(a).* <https://pub.njleg.gov/bills/2018/PL19/39_.PDF>
+
+[^savage-nondisparagement-void]: **Savage v. Township of Neptune** — "The non-disparagement clause in the agreement is against public policy and cannot be enforced." *Savage v. Township of Neptune, 257 N.J. 204 (2024).* <https://www.courtlistener.com/opinion/9499942/christine-savage-v-township-of-neptune/#:~:text=The%20non%2Ddisparagement%20clause%20in%20the,policy%20and%20cannot%20be%20enforced.>
+
+[^savage-labels-dont-control]: **Savage v. Township of Neptune** — "As a result, labels like ‘non-disclosure,’ which is in the text, or ‘non-disparagement,’ which is not, do not control the meaning of section 12.8." *Savage v. Township of Neptune, 257 N.J. 204 (2024).* <https://www.courtlistener.com/opinion/9499942/christine-savage-v-township-of-neptune/#:~:text=As%20a%20result%2C%20labels%20like,the%20meaning%20of%20section%2012.8.>
+
+[^lad-noncompete-carveout]: **N.J.S.A. 10:5-12.8 (P.L.2019, c.39)** — "this section shall not be construed to prohibit an employer from requiring an employee to sign an agreement: (1) in which the employee agrees not to enter into competition with the employer during or after employment;" *N.J.S.A. 10:5-12.8(c).* <https://pub.njleg.gov/bills/2018/PL19/39_.PDF>
+
+[^lad-fee-shifting]: **N.J.S.A. 10:5-12.9 (P.L.2019, c.39)** — "A person who enforces or attempts to enforce a provision deemed against public policy and unenforceable pursuant to P.L.2019, c.39 (C.10:5-12.7 et seq.) shall be liable for the employee’s reasonable attorney fees and costs." *N.J.S.A. 10:5-12.9.* <https://pub.njleg.gov/bills/2018/PL19/39_.PDF>
+
+[^s1407-ban]: **New Jersey Senate Bill No. 1407 (2026)** — "With respect to a worker who is not a senior executive, an employer shall not: seek, require, demand, or accept a non-compete clause from the worker after the effective date of this act;" *S1407, 222nd Leg. (N.J. 2026).* <https://pub.njleg.state.nj.us/Bills/2026/S1500/1407_I1.PDF>
+
+[^s1407-no-poach]: **New Jersey Senate Bill No. 1407 (2026)** — "No-poach agreements are hereby declared to be contrary to public policy and any no-poach agreement shall be void." *S1407, 222nd Leg. (N.J. 2026).* <https://pub.njleg.state.nj.us/Bills/2026/S1500/1407_I1.PDF>
+
+[^a1829-senior-executive]: **New Jersey Assembly Bill No. 1829 (2026)** — "‘Senior executive’ means a worker who is in a policy-making position with an employer and is paid total compensation of not less than $151,164 during the year immediately preceding the end of employment, or not less than $151,164 when annualized if the worker was employed during only part of the preceding year." *A1829, 222nd Leg. (N.J. 2026).* <https://pub.njleg.state.nj.us/Bills/2026/A2000/1829_I1.PDF>
+
+[^s1407-garden-leave]: **New Jersey Senate Bill No. 1407 (2026)** — "The non-compete clause provides that during any period after the employment relationship ends in which the worker is prevented from engaging in work or taking employment because of restrictions imposed by the non-compete clause, the employer, unless the worker is terminated for misconduct or there is a breach by the worker, shall pay the worker an amount equal to 100 percent of the pay to which the worker would be entitled for the work during that period; and make any benefit contributions needed to maintain the fringe benefits to which the worker would be entitled during that period." *S1407, 222nd Leg. (N.J. 2026).* <https://pub.njleg.state.nj.us/Bills/2026/S1500/1407_I1.PDF>
+
+[^s1407-sale-of-business]: **New Jersey Senate Bill No. 1407 (2026)** — "To a non-compete clause that is entered into by an employer pursuant to a bona fide sale of a business entity, of the employer's ownership interest in a business entity, or of all or substantially all of a business entity's operating assets;" *S1407, 222nd Leg. (N.J. 2026).* <https://pub.njleg.state.nj.us/Bills/2026/S1500/1407_I1.PDF>
+
+[^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]: **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.>

package/skills/non-compete-contract-explainer/content/new-mexico.md

@@ -0,0 +1,244 @@
+---
+jurisdiction: "New Mexico"
+slug: new-mexico
+countryCode: US
+snapshotAsOf: "2026-06-08"
+lastReviewed: "2026-06-03"
+canonicalUrl: https://openagreements.org/legal/non-compete/new-mexico
+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/new-mexico · **Snapshot as of:** 2026-06-08 · License: CC BY 4.0 · © UseJunior
+
+# Non-Competes in New Mexico[^about]
+
+New Mexico enforces ordinary employee non-competes only when they are reasonable and supported by valid consideration, with a statutory ban for covered health-care practitioners.
+
+
+## At a glance
+
+| Question | New Mexico |
+| --- | --- |
+| **Are non-competes enforceable?** | Allowed if reasonable |
+| **Bottom line** | New Mexico enforces ordinary employee non-competes only when reasonable and supported by valid consideration, but a statute makes covered health-care practitioner non-competes unenforceable. |
+| **Main law or case** | Lovelace Clinic v. Murphy, 76 N.M. 645 (1966); NMSA 1978, § 24A-4-2 |
+| **Main exceptions** | Health-care practitioner ban (§ 24A-4-2); sale-of-business more lenient |
+| **Can a court narrow it?** | Unsettled |
+| **Applies to contractors?** | — |
+| **Restriction extended during a breach?** | Open question — no authority |
+| **Maximum length set by law** | No statutory limit |
+
+## Are employee non-compete agreements enforceable in New Mexico? {#employee-noncompetes}
+
+**Short answer.** Yes, sometimes. New Mexico is a common-law reasonableness state for ordinary employee non-competes: the covenant must be reasonable in time, geography, and scope, and it must be tied to a legitimate business interest rather than a naked restraint on work [^lovelace-reasonableness-test][^mcgonigle-ordinary-enforceability].
+
+*Lovelace Clinic v. Murphy* is the foundational New Mexico case. It enforced a physician covenant because the restrictions were reasonable, while recognizing the public's competing interests in both free competition and contract enforcement [^lovelace-reasonableness-test]. Later cases restate the same basic frame: non-competes are ordinarily enforceable if the court deems the restraint reasonable [^mcgonigle-ordinary-enforceability].
+
+That does not mean every New Mexico covenant is enforceable. The employer still needs valid consideration, a protectable interest, and a restraint no broader than needed to protect that interest. Covered health-care practitioners also have a statutory ban addressed later in this note.
+
+> [!NOTE]
+> **Practice note.**
+>
+> Do not treat New Mexico as either a general ban state or an automatic-enforcement state. Start with consideration and then test the covenant against reasonableness, legitimate interest, employee hardship, and public impact [^lovelace-public-interest][^lovelace-reasonableness-test].
+
+## Is continued at-will employment enough consideration for a New Mexico non-compete? {#consideration}
+
+**Short answer.** Probably not by itself for an existing at-will employee. *Piano v. Premier Distributing Co.* was an arbitration-agreement case, not a non-compete case, but it states New Mexico's general consideration rule: continued at-will employment is an illusory promise and cannot supply consideration [^piano-continued-employment-illusory][^piano-no-constraints].
+
+The new-hire and mid-stream situations differ. As a matter of general contract law, the initial offer of employment can itself serve as consideration for a covenant signed as a condition of being hired. The harder case is mid-stream: if an employer asks an existing at-will employee to sign a new non-compete after employment has already begun, *Piano* strongly supports requiring independent new consideration, such as a raise, bonus, promotion, equity grant, or other bargained-for benefit [^piano-no-constraints].
+
+The key point is not that *Piano* decided a non-compete dispute. It did not. The point is that New Mexico contract formation requires consideration, and a promise that leaves the employer free to terminate at will places no real constraint on the employer's future conduct [^piano-contract-elements].
+
+> [!CAUTION]
+> **Drafting note.**
+>
+> Do not rely on a bare recital of continued at-will employment for a mid-stream New Mexico covenant. Document the new consideration in the agreement, because if consideration is missing, New Mexico treats the agreement as never formed [^piano-contract-never-formed][^piano-continued-employment-illusory].
+
+## What legitimate business interests can support a New Mexico non-compete? {#protectable-interests}
+
+**Short answer.** Specific proprietary interests can support a tailored restraint, especially confidential information and trade secrets. An employee's general skills and knowledge are not enough [^mcgonigle-general-skills][^utsa-trade-secret-definition].
+
+*Insure New Mexico v. McGonigle* is the leading caution on overclaiming ordinary employee knowledge. The employer had a confidentiality and trade-secret clause, but the court affirmed denial of a permanent injunction where customer information was not peculiar, current, or secret in the way the employer claimed [^mcgonigle-not-special].
+
+The New Mexico Uniform Trade Secrets Act supplies the statutory backstop. It defines trade secrets by economic value from secrecy and reasonable secrecy efforts, and it authorizes injunctions for actual or threatened misappropriation [^utsa-trade-secret-definition][^utsa-injunction]. That makes NDAs, trade-secret controls, return-of-property duties, and targeted non-solicits important alternatives when a full non-compete would be too broad.
+
+> [!NOTE]
+> **Practice note.**
+>
+> Do not draft a New Mexico non-compete as a penalty for leaving or as protection against ordinary competition. Tie the restraint to a specific interest, and keep the trade-secret strategy separate enough to stand even if the non-compete is narrowed or denied [^mcgonigle-general-skills][^utsa-injunction].
+
+## What duration and geographic scope are reasonable for a New Mexico non-compete? {#duration-geography}
+
+**Short answer.** There is no general statutory cap. New Mexico courts evaluate time and territory under a facts-and-circumstances reasonableness test, looking at the business, the market, the parties, the protectable interest, and public impact [^bowen-facts-particular-case][^kidskare-facts-reformed-limits].
+
+The cases show outcomes, not safe harbors. *Lovelace* upheld a three-year, Bernalillo County physician restriction as reasonable in the circumstances [^lovelace-time-area]. *KidsKare* involved a dental covenant that a district court reduced from a one-hundred-mile restriction to thirty miles, with the court of appeals affirming the reformed covenant [^kidskare-facts-reformed-limits]. *Bowen* upheld a much longer sale-of-business covenant, but that posture is more employer-friendly because it protects purchased goodwill [^bowen-sale-more-deference].
+
+For employment covenants, the safer drafting pattern is to match the radius to the employee's actual territory and the duration to the time needed to protect goodwill or confidential relationships. For sale-of-business covenants, the purchase price, goodwill, payout period, and buyer's need for protection can support longer restraints than would be defensible for an ordinary employee [^bowen-sale-valid].
+
+> [!CAUTION]
+> **Drafting note.**
+>
+> Do not copy a New Mexico duration or radius from another form. A term that worked in a physician-clinic, dental, or business-sale case may fail for a different employee if the employer cannot connect the time and territory to its actual protectable interest [^bowen-facts-particular-case][^kidskare-facts-reformed-limits].
+
+## Will a New Mexico court narrow or reform an overbroad non-compete? {#court-narrowing}
+
+**Short answer.** Sometimes, but do not assume an inherent blue-pencil power. *KidsKare* upheld modification because the parties' agreement expressly authorized amendment of an unenforceable provision and enforcement to the maximum reasonable extent [^kidskare-contract-reformation][^kidskare-bargained-reformation].
+
+New Mexico's reformation rule is narrow. In *KidsKare*, the court of appeals expressly avoided deciding the broader argument about New Mexico case law on reformation because the contract itself supplied the basis for modifying the covenant [^kidskare-no-general-ruling].
+
+The drafting takeaway is direct: include an express severability and reformation clause if the employer wants a court to enforce the covenant to the maximum reasonable extent. Even then, reformation is not a substitute for drafting a reasonable covenant in the first place.
+
+> [!CAUTION]
+> **Drafting note.**
+>
+> Do not rely on a New Mexico court to rewrite a bare overbroad covenant. Include a clear reformation and severability clause, and draft the primary restriction narrowly enough that the court does not need to rescue it [^kidskare-contract-reformation][^kidskare-no-general-ruling].
+
+## Does a New Mexico non-compete toll or extend during breach or litigation? {#tolling-extension}
+
+**Short answer.** This is an open New Mexico question. The staged New Mexico non-compete cases and statutes do not squarely say that a court may automatically toll or extend a non-compete's restricted period while the former employee is allegedly breaching or while litigation is pending [^q6-lovelace-fixed-period][^q6-kidskare-fixed-period].
+
+The existing cases enforce or reform fixed restraints under a reasonableness framework. *Lovelace* enforced a physician covenant through the end of the contract's three-year period [^q6-lovelace-fixed-period]. *KidsKare* upheld a reformed one-year and thirty-mile restraint based on the contract's reformation language and the district court's reasonableness findings [^q6-kidskare-fixed-period]. Neither case announces a tolling rule.
+
+That silence matters. A contractual tolling clause should be drafted as its own restraint and tested for reasonableness, rather than assumed to revive or extend an expired covenant automatically.
+
+> [!NOTE]
+> **Practice note.**
+>
+> Open question: New Mexico authority in this source set is silent on judicial tolling and contractual extension-on-breach clauses for non-competes. Draft any tolling clause narrowly, tie it to proven breach and legitimate interest, and do not assume a court will add time after the original period expires [^q6-lovelace-fixed-period][^q6-kidskare-fixed-period].
+
+## Which New Mexico workers have special non-compete limits? {#health-care-practitioners}
+
+**Short answer.** Covered health-care practitioners have the major New Mexico statutory limit. A non-compete that restricts a covered practitioner's right to provide clinical health-care services in New Mexico is unenforceable when the agreement, renewal, extension, or employment ends [^healthcare-ban][^healthcare-covered-practitioners].
+
+The covered practitioners include dentists, osteopathic physicians, physicians, podiatrists, certified registered nurse anesthetists, certified nurse practitioners, certified nurse-midwives, psychologists, physician assistants, and pharmacists [^healthcare-covered-practitioners]. The statute is not limited to one profession. Psychologists, physician assistants, and pharmacists are covered for agreements, renewals, or extensions executed on or after the effective date of the 2023 act [^healthcare-effective-dates].
+
+The statute leaves several tools available. It preserves repayment provisions for certain loans, relocation expenses, signing bonuses, recruiting, education, and training expenses when the practitioner worked for an initial period of less than three years [^healthcare-repayment]. It also preserves nondisclosure provisions for confidential information and trade secrets, patient and employee non-solicitation provisions lasting one year or less, other lawful provisions, and reasonable liquidated damages [^healthcare-nda-nonsolicit][^healthcare-liquidated-damages].
+
+Two additional limits matter. First, a covered clinical-services agreement cannot avoid New Mexico law through another state's law or an out-of-state litigation forum [^healthcare-choice-law-venue]. Second, the chapter does not apply to agreements between health-care practitioners who are shareholders, owners, partners, or directors of a health-care practice [^healthcare-owner-exemption].
+
+> [!NOTE]
+> **Practice note.**
+>
+> Do not use ordinary common-law reasonableness to rescue a covered New Mexico health-care practitioner non-compete. If § 24A-4-2 applies, the non-compete provision is unenforceable, and drafting should shift to the statute's preserved tools: NDAs, capped non-solicits, repayment provisions, and reasonable liquidated damages [^healthcare-ban][^healthcare-nda-nonsolicit][^healthcare-liquidated-damages].
+
+## Will a choice-of-law or venue clause avoid New Mexico non-compete law? {#choice-of-law}
+
+**Short answer.** Not for covered clinical health-care services agreements. New Mexico voids provisions that make those agreements subject to another state's law or require litigation in another state [^q8-healthcare-choice-law-venue].
+
+That statutory rule is specific and strong. If a covered health-care practitioner is providing clinical services in New Mexico, the agreement cannot contract around the New Mexico statute through foreign law or out-of-state venue [^q8-healthcare-choice-law-venue].
+
+Outside the health-care statute, the provided New Mexico source set does not contain a non-compete-specific choice-of-law rule. The practical question is therefore whether the forum court will apply ordinary contract and conflicts principles while also respecting New Mexico's reasonableness and public-policy limits for restraints that operate in New Mexico [^q8-lovelace-public-policy].
+
+> [!NOTE]
+> **Practice note.**
+>
+> Do not use a foreign choice-of-law or out-of-state venue clause to draft around New Mexico's health-care practitioner statute. For non-health-care covenants, do not assume the clause controls unless the forum and public-policy analysis also supports it [^q8-healthcare-choice-law-venue][^q8-lovelace-public-policy].
+
+## Did the FTC's federal non-compete rule change New Mexico non-compete law? {#federal-ftc-overlay}
+
+**Short answer.** No. A federal court set aside the FTC's 2024 nationwide Non-Compete Rule before it took effect, so New Mexico non-competes remain governed by New Mexico common law and the health-care practitioner statute [^q9-ftc-rule-set-aside][^q9-lovelace-state-law][^q9-healthcare-state-law].
+
+*Ryan LLC v. FTC* set the rule aside with nationwide effect so that it would not be enforced or take effect [^q9-ftc-rule-set-aside]. That federal overlay does not make any New Mexico covenant enforceable. It simply leaves the state-law analysis in place: ordinary employment covenants rise or fall under reasonableness, consideration, and protectable-interest rules, while covered health-care practitioner non-competes are governed by § 24A-4-2 [^q9-lovelace-state-law][^q9-healthcare-state-law].
+
+Employers should still monitor federal agency enforcement and the New Mexico Legislature. But unless a new operative federal rule or New Mexico statute applies, the sources in this note remain the working framework.
+
+> [!NOTE]
+> **Practice note.**
+>
+> Do not update New Mexico forms as though a nationwide FTC ban currently displaces state law. Keep applying New Mexico's reasonableness, consideration, protectable-interest, and health-care statute rules until an operative source changes that analysis [^q9-lovelace-state-law][^q9-healthcare-state-law].
+
+## Are sale-of-business non-competes treated differently in New Mexico? {#sale-of-business}
+
+**Short answer.** Yes. New Mexico is more willing to enforce a reasonable covenant tied to the sale of a business than an ordinary employment covenant, because the buyer is paying for goodwill and protection from the seller's immediate competition [^q10-bowen-sale-valid][^q10-bowen-sale-deference].
+
+*Bowen v. Carlsbad Insurance & Real Estate* upheld a fifteen-year, fifteen-mile covenant connected to the sale of an insurance business. The court focused on the purchase price, the payout period, the nature of the insurance business, the seller's prominence, and the goodwill the buyer purchased [^q10-bowen-enforced-written].
+
+The sale context does not eliminate reasonableness. It changes the facts that support reasonableness: a buyer who paid for a going concern can often justify broader protection than an employer seeking to restrain a departing employee.
+
+> [!CAUTION]
+> **Drafting note.**
+>
+> Do not use an employment covenant form for a New Mexico business sale. Draft the covenant around the purchased goodwill, the seller's role, the buyer's actual market, the purchase price, and the payout structure, because those facts drove the result in *Bowen* [^q10-bowen-sale-valid][^q10-bowen-enforced-written].
+
+[^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 New Mexico. This article synthesizes New Mexico primary law and is not legal advice from a New Mexico-admitted attorney. This article is for informational purposes only and does not create an attorney-client relationship.
+
+[^lovelace-reasonableness-test]: **Lovelace Clinic v. Murphy** — "All of the physician and surgeon cases either expressly hold or clearly indicate that the rights and duties created by the contract of employment or association are enforceable, if the restrictions thus imposed on the employee or the associate are reasonable." *Lovelace Clinic v. Murphy, 76 N.M. 645, 417 P.2d 450 (1966).* <https://www.courtlistener.com/opinion/1196089/lovelace-clinic-v-murphy/#:~:text=All%20of%20the%20physician%20and,or%20the%20associate%20are%20reasonable.>
+
+[^mcgonigle-ordinary-enforceability]: **Insure New Mexico, LLC v. McGonigle** — "Non-competition covenants are ordinarily enforceable as long as a court deems them reasonable." *Insure New Mexico, LLC v. McGonigle, 2000-NMCA-018, 995 P.2d 1053.* <https://www.courtlistener.com/opinion/1291299/insure-new-mexico-llc-v-mcgonigle/#:~:text=Non%2Dcompetition%20covenants%20are%20ordinarily%20enforceable,a%20court%20deems%20them%20reasonable.>
+
+[^lovelace-public-interest]: **Lovelace Clinic v. Murphy** — "The public has an interest in seeing that competition is not unreasonably limited or restricted, but it also has an interest in protecting the freedom of persons to contract, and in enforcing contractual rights and obligations." *Lovelace Clinic v. Murphy, 76 N.M. 645, 417 P.2d 450 (1966).* <https://www.courtlistener.com/opinion/1196089/lovelace-clinic-v-murphy/#:~:text=The%20public%20has%20an%20interest,enforcing%20contractual%20rights%20and%20obligations.>
+
+[^piano-continued-employment-illusory]: **Piano v. Premier Distributing Co.** — "Continued at-will employment is an illusory promise that cannot be consideration." *Piano v. Premier Distrib. Co., 2005-NMCA-018, 107 P.3d 11.* <https://www.courtlistener.com/opinion/2509475/piano-v-premier-distributing-co/#:~:text=Continued%20at%2Dwill%20employment%20is%20an,promise%20that%20cannot%20be%20consideration.>
+
+[^piano-no-constraints]: **Piano v. Premier Distributing Co.** — "The implied promise of continued at-will employment placed no constraints on Defendant’s future conduct; its decision to continue Plaintiffs at-will employment was entirely discretionary." *Piano v. Premier Distrib. Co., 2005-NMCA-018, 107 P.3d 11.* <https://www.courtlistener.com/opinion/2509475/piano-v-premier-distributing-co/#:~:text=The%20implied%20promise%20of%20continued,at%2Dwill%20employment%20was%20entirely%20discretionary.>
+
+[^piano-contract-elements]: **Piano v. Premier Distributing Co.** — "A legally enforceable contract requires evidence supporting the existence of ‘an offer, an acceptance, consideration, and mutual assent.’" *Piano v. Premier Distrib. Co., 2005-NMCA-018, 107 P.3d 11.* <https://www.courtlistener.com/opinion/2509475/piano-v-premier-distributing-co/#:~:text=A%20legally%20enforceable%20contract%20requires,acceptance%2C%20consideration%2C%20and%20mutual%20assent.%E2%80%9D>
+
+[^piano-contract-never-formed]: **Piano v. Premier Distributing Co.** — "Because we conclude that the agreement is not supported by consideration, a contract was never formed." *Piano v. Premier Distrib. Co., 2005-NMCA-018, 107 P.3d 11.* <https://www.courtlistener.com/opinion/2509475/piano-v-premier-distributing-co/#:~:text=Because%20we%20conclude%20that%20the,a%20contract%20was%20never%20formed.>
+
+[^mcgonigle-general-skills]: **Insure New Mexico, LLC v. McGonigle** — "General skills and knowledge do not rise to the level of trade secrets." *Insure New Mexico, LLC v. McGonigle, 2000-NMCA-018, 995 P.2d 1053.* <https://www.courtlistener.com/opinion/1291299/insure-new-mexico-llc-v-mcgonigle/#:~:text=General%20skills%20and%20knowledge%20do,the%20level%20of%20trade%20secrets.>
+
+[^utsa-trade-secret-definition]: **NMSA 1978, § 57-3A-2** — "‘trade secret’ means information, including a formula, pattern, compilation, program, device, method, technique or process, 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." *NMSA 1978, § 57-3A-2(D).* <https://nmonesource.com/nmos/nmsa/en/4423/1/document.do>
+
+[^mcgonigle-not-special]: **Insure New Mexico, LLC v. McGonigle** — "For this reason, there was substantial evidence supporting the trial court’s finding that the particular needs or characteristics of Plaintiffs customers were not peculiar and did not require special information." *Insure New Mexico, LLC v. McGonigle, 2000-NMCA-018, 995 P.2d 1053.* <https://www.courtlistener.com/opinion/1291299/insure-new-mexico-llc-v-mcgonigle/#:~:text=For%20this%20reason%2C%20there%20was,did%20not%20require%20special%20information.>
+
+[^utsa-injunction]: **NMSA 1978, § 57-3A-3** — "Actual or threatened misappropriation may be enjoined." *NMSA 1978, § 57-3A-3(A).* <https://nmonesource.com/nmos/nmsa/en/4423/1/document.do>
+
+[^bowen-facts-particular-case]: **Bowen v. Carlsbad Insurance & Real Estate, Inc.** — "Whether there is a reasonable restraint depends on the facts of a particular case, D. W. Trowbridge Ford, Inc. v. Galyen, 200 Neb. 103, 106 , 262 N.W.2d 442, 445 (1978), and is a matter of law for the courts to decide." *Bowen v. Carlsbad Ins. & Real Estate, Inc., 104 N.M. 514, 724 P.2d 223 (1986).* <https://www.courtlistener.com/opinion/1211410/bowen-v-carlsbad-insurance-real-estate-inc/#:~:text=Whether%20there%20is%20a%20reasonable,for%20the%20courts%20to%20decide.>
+
+[^kidskare-facts-reformed-limits]: **KidsKare, P.C. v. Mann** — "As its remedy, the district court reformed the 9 distance provision of clause one by reducing the radius to thirty miles, finding that 10 the covenant was thus enforceable." *KidsKare, P.C. v. Mann, 2015-NMCA-064, 350 P.3d 1228.* <https://www.courtlistener.com/opinion/2789328/kidskare-v-mann/#:~:text=As%20its%20remedy%2C%20the%20district,the%20covenant%20was%20thus%20enforceable.>
+
+[^lovelace-time-area]: **Lovelace Clinic v. Murphy** — "The limitations as to time and area in the covenant under consideration are clearly within the limitations upheld in the many 'cases above' cited and referred 'to in the A.L.R. annotations. • ■" *Lovelace Clinic v. Murphy, 76 N.M. 645, 417 P.2d 450 (1966).* <https://www.courtlistener.com/opinion/1196089/lovelace-clinic-v-murphy/#:~:text=The%20limitations%20as%20to%20time,the%20A.L.R.%20annotations.%20%E2%80%A2%20%E2%96%A0>
+
+[^bowen-sale-more-deference]: **Bowen v. Carlsbad Insurance & Real Estate, Inc.** — "Courts are more reluctant to disturb restrictive covenants in buy-sell agreements than those in employment contracts." *Bowen v. Carlsbad Ins. & Real Estate, Inc., 104 N.M. 514, 724 P.2d 223 (1986).* <https://www.courtlistener.com/opinion/1211410/bowen-v-carlsbad-insurance-real-estate-inc/#:~:text=Courts%20are%20more%20reluctant%20to,than%20those%20in%20employment%20contracts.>
+
+[^bowen-sale-valid]: **Bowen v. Carlsbad Insurance & Real Estate, Inc.** — "It is well-settled that a restrictive covenant is valid if it is within reasonable limits of time and space and ancillary to a sale of a business." *Bowen v. Carlsbad Ins. & Real Estate, Inc., 104 N.M. 514, 724 P.2d 223 (1986).* <https://www.courtlistener.com/opinion/1211410/bowen-v-carlsbad-insurance-real-estate-inc/#:~:text=It%20is%20well%2Dsettled%20that%20a,a%20sale%20of%20a%20business.>
+
+[^kidskare-contract-reformation]: **KidsKare, P.C. v. Mann** — "We hold that, contrary to the argument of Dr. Mann, the 11 covenant not to compete was amenable to modification by the district court because 12 the agreement explicitly provided for amendment of any unenforceable provision and 13 enforcement to the full extent deemed reasonable and enforceable by the reviewing 14 court." *KidsKare, P.C. v. Mann, 2015-NMCA-064, 350 P.3d 1228.* <https://www.courtlistener.com/opinion/2789328/kidskare-v-mann/#:~:text=We%20hold%20that%2C%20contrary%20to,by%20the%20reviewing%2014%20court.>
+
+[^kidskare-bargained-reformation]: **KidsKare, P.C. v. Mann** — "Reformation of 5 unreasonable clauses was an aspect of the bargain of the parties and consistent with 6 their mutual intent as expressed by the employment agreement." *KidsKare, P.C. v. Mann, 2015-NMCA-064, 350 P.3d 1228.* <https://www.courtlistener.com/opinion/2789328/kidskare-v-mann/#:~:text=Reformation%20of%205%20unreasonable%20clauses,expressed%20by%20the%20employment%20agreement.>
+
+[^kidskare-no-general-ruling]: **KidsKare, P.C. v. Mann** — "Because we conclude that an alternative basis to alter the covenant not to 6 compete allows for disposition of this case, we do not reach Defendant’s argument 7 regarding New Mexico case law." *KidsKare, P.C. v. Mann, 2015-NMCA-064, 350 P.3d 1228.* <https://www.courtlistener.com/opinion/2789328/kidskare-v-mann/#:~:text=Because%20we%20conclude%20that%20an,regarding%20New%20Mexico%20case%20law.>
+
+[^q6-lovelace-fixed-period]: **Lovelace Clinic v. Murphy** — "At the conclusion of the trial, judgínént was entered for the clinic restraining;.^nd enjoining Dr. Murphy from practicing viped-i-, icine, directly or indirectly, in Bernalillo, County from November 29, 1965, the .date, of the judgment, to and including January 31, 1967." *Lovelace Clinic v. Murphy, 76 N.M. 645, 417 P.2d 450 (1966).* <https://www.courtlistener.com/opinion/1196089/lovelace-clinic-v-murphy/#:~:text=At%20the%20conclusion%20of%20the,and%20including%20January%2031%2C%201967.>
+
+[^q6-kidskare-fixed-period]: **KidsKare, P.C. v. Mann** — "As reformed by the district 7 court, the covenant not to compete was reasonable and enforceable." *KidsKare, P.C. v. Mann, 2015-NMCA-064, 350 P.3d 1228.* <https://www.courtlistener.com/opinion/2789328/kidskare-v-mann/#:~:text=As%20reformed%20by%20the%20district,compete%20was%20reasonable%20and%20enforceable.>
+
+[^healthcare-ban]: **NMSA 1978, § 24A-4-2** — "A non-compete provision in an agreement, which provision restricts the right of a health care practitioner to provide clinical health care services in this state, shall be unenforceable upon the termination of: (1) the agreement; (2) a renewal or extension of the agreement; or (3) a health care practitioner's employment with a party seeking to enforce the agreement." *NMSA 1978, § 24A-4-2(A).* <https://nmonesource.com/nmos/nmsa/en/18973/1/document.do>
+
+[^healthcare-covered-practitioners]: **NMSA 1978, § 24A-4-1** — "‘health care practitioner’ means: (1) a dentist; (2) an osteopathic physician; (3) a physician; (4) a podiatrist; (5) a certified registered nurse anesthetist; (6) a certified nurse practitioner; (7) a certified nurse-midwife; (8) a psychologist; (9) a physician assistant; and (10) a pharmacist." *NMSA 1978, § 24A-4-1(B).* <https://nmonesource.com/nmos/nmsa/en/18973/1/document.do>
+
+[^healthcare-effective-dates]: **NMSA 1978, § 24A-4-5** — "For psychologists, physician assistants and pharmacists, the provisions of Chapter 24, Article 1I NMSA 1978 [Chapter 24A, Article 4 NMSA 1978] apply to agreements, or renewals or extensions of agreements, executed on or after the effective date of this 2023 act." *NMSA 1978, § 24A-4-5(D).* <https://nmonesource.com/nmos/nmsa/en/18973/1/document.do>
+
+[^healthcare-repayment]: **NMSA 1978, § 24A-4-3** — "Nothing in this act shall be construed to limit the enforceability of: A. a provision in an agreement requiring a health care practitioner who has worked for an employer for an initial period of less than three years to repay all or a portion of: (1) a loan; (2) relocation expenses; (3) a signing bonus or other remuneration to induce the health care practitioner to relocate or establish a health care practice in a specified geographic area; or (4) recruiting, education and training expenses;" *NMSA 1978, § 24A-4-3(A).* <https://nmonesource.com/nmos/nmsa/en/18973/1/document.do>
+
+[^healthcare-nda-nonsolicit]: **NMSA 1978, § 24A-4-3** — "Nothing in this act shall be construed to limit the enforceability of: A. a provision in an agreement requiring a health care practitioner who has worked for an employer for an initial period of less than three years to repay all or a portion of: (1) a loan; (2) relocation expenses; (3) a signing bonus or other remuneration to induce the health care practitioner to relocate or establish a health care practice in a specified geographic area; or (4) recruiting, education and training expenses; B. a nondisclosure provision relating to confidential information and trade secrets; C. a nonsolicitation provision with respect to patients and employees of the party seeking to enforce the agreement for a period of one year or less after the last date of employment; or D. any other provision of an agreement that is not in violation of law, including a provision for liquidated damages." *NMSA 1978, § 24A-4-3.* <https://nmonesource.com/nmos/nmsa/en/18973/1/document.do>
+
+[^healthcare-liquidated-damages]: **NMSA 1978, § 24A-4-4** — "An agreement may provide for liquidated damages in an amount that is reasonable at the time the agreement is executed and in light of anticipated harm and difficulty of proving the amount of loss resulting from breach of the agreement by any party." *NMSA 1978, § 24A-4-4(A).* <https://nmonesource.com/nmos/nmsa/en/18973/1/document.do>
+
+[^healthcare-choice-law-venue]: **NMSA 1978, § 24A-4-2** — "A provision in an agreement for clinical health care services to be rendered in this state is void, unenforceable and against public policy if the provision: (1) makes the agreement subject to the laws of another state; or (2) requires any litigation arising out of the agreement to be conducted in another state." *NMSA 1978, § 24A-4-2(B).* <https://nmonesource.com/nmos/nmsa/en/18973/1/document.do>
+
+[^healthcare-owner-exemption]: **NMSA 1978, § 24A-4-5** — "Chapter 24, Article 1I NMSA 1978 [Chapter 24A, Article 4 NMSA 1978] does not apply to agreements between health care practitioners who are shareholders, owners, partners or directors of a health care practice." *NMSA 1978, § 24A-4-5(A).* <https://nmonesource.com/nmos/nmsa/en/18973/1/document.do>
+
+[^q8-healthcare-choice-law-venue]: **NMSA 1978, § 24A-4-2** — "A provision in an agreement for clinical health care services to be rendered in this state is void, unenforceable and against public policy if the provision: (1) makes the agreement subject to the laws of another state; or (2) requires any litigation arising out of the agreement to be conducted in another state." *NMSA 1978, § 24A-4-2(B).* <https://nmonesource.com/nmos/nmsa/en/18973/1/document.do>
+
+[^q8-lovelace-public-policy]: **Lovelace Clinic v. Murphy** — "The public has an interest in seeing that competition is not unreasonably limited or restricted, but it also has an interest in protecting the freedom of persons to contract, and in enforcing contractual rights and obligations." *Lovelace Clinic v. Murphy, 76 N.M. 645, 417 P.2d 450 (1966).* <https://www.courtlistener.com/opinion/1196089/lovelace-clinic-v-murphy/#:~:text=The%20public%20has%20an%20interest,enforcing%20contractual%20rights%20and%20obligations.>
+
+[^q9-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.>
+
+[^q9-lovelace-state-law]: **Lovelace Clinic v. Murphy** — "All of the physician and surgeon cases either expressly hold or clearly indicate that the rights and duties created by the contract of employment or association are enforceable, if the restrictions thus imposed on the employee or the associate are reasonable." *Lovelace Clinic v. Murphy, 76 N.M. 645, 417 P.2d 450 (1966).* <https://www.courtlistener.com/opinion/1196089/lovelace-clinic-v-murphy/#:~:text=All%20of%20the%20physician%20and,or%20the%20associate%20are%20reasonable.>
+
+[^q9-healthcare-state-law]: **NMSA 1978, § 24A-4-2** — "A non-compete provision in an agreement, which provision restricts the right of a health care practitioner to provide clinical health care services in this state, shall be unenforceable upon the termination of: (1) the agreement; (2) a renewal or extension of the agreement; or (3) a health care practitioner's employment with a party seeking to enforce the agreement." *NMSA 1978, § 24A-4-2(A).* <https://nmonesource.com/nmos/nmsa/en/18973/1/document.do>
+
+[^q10-bowen-sale-valid]: **Bowen v. Carlsbad Insurance & Real Estate, Inc.** — "It is well-settled that a restrictive covenant is valid if it is within reasonable limits of time and space and ancillary to a sale of a business." *Bowen v. Carlsbad Ins. & Real Estate, Inc., 104 N.M. 514, 724 P.2d 223 (1986).* <https://www.courtlistener.com/opinion/1211410/bowen-v-carlsbad-insurance-real-estate-inc/#:~:text=It%20is%20well%2Dsettled%20that%20a,a%20sale%20of%20a%20business.>
+
+[^q10-bowen-sale-deference]: **Bowen v. Carlsbad Insurance & Real Estate, Inc.** — "Courts are more reluctant to disturb restrictive covenants in buy-sell agreements than those in employment contracts." *Bowen v. Carlsbad Ins. & Real Estate, Inc., 104 N.M. 514, 724 P.2d 223 (1986).* <https://www.courtlistener.com/opinion/1211410/bowen-v-carlsbad-insurance-real-estate-inc/#:~:text=Courts%20are%20more%20reluctant%20to,than%20those%20in%20employment%20contracts.>
+
+[^q10-bowen-enforced-written]: **Bowen v. Carlsbad Insurance & Real Estate, Inc.** — "The covenant should be enforced as written; it being entered into voluntarily and for consideration." *Bowen v. Carlsbad Ins. & Real Estate, Inc., 104 N.M. 514, 724 P.2d 223 (1986).* <https://www.courtlistener.com/opinion/1211410/bowen-v-carlsbad-insurance-real-estate-inc/#:~:text=The%20covenant%20should%20be%20enforced,into%20voluntarily%20and%20for%20consideration.>