open-agreements 0.7.5 → 0.7.7

package/skills/non-compete-contract-explainer/content/puerto-rico.md

@@ -0,0 +1,163 @@
+---
+jurisdiction: "Puerto Rico"
+slug: puerto-rico
+countryCode: US
+snapshotAsOf: "2026-06-08"
+lastReviewed: "2026-06-02"
+canonicalUrl: https://openagreements.org/legal/non-compete/puerto-rico
+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/puerto-rico · **Snapshot as of:** 2026-06-08 · License: CC BY 4.0 · © UseJunior
+
+# Non-Competes in Puerto Rico[^about]
+
+Puerto Rico has no non-compete statute; post-employment covenants are enforceable only if they satisfy the strict three-part reasonableness test of Arthur Young & Co. v. Vega III, and courts void rather than rewrite any covenant that falls short.
+
+
+## At a glance
+
+| Question | Puerto Rico |
+| --- | --- |
+| **Are non-competes enforceable?** | Allowed if reasonable |
+| **Bottom line** | Puerto Rico has no non-compete statute; a covenant is enforceable only if it satisfies the strict three-part Arthur Young reasonableness test — capped at twelve months, supported by real consideration, and in writing — and courts void rather than rewrite any covenant that falls short. |
+| **Main law or case** | Arthur Young & Co. v. Vega III, 136 D.P.R. 157 (1994) |
+| **Main exceptions** | Covenants ancillary to a sale of business / ownership exit (e.g. stock-redemption) judged more flexibly than the strict Arthur Young employer-employee test (Reyes Ramis) |
+| **Can a court narrow it?** | No |
+| **Applies to contractors?** | Unclear |
+| **Restriction extended during a breach?** | Silent — risky if it pushes enforcement past the 12-month ceiling |
+| **Maximum length set by law** | 12 months (additional time excessive and unnecessary) |
+
+## Are employee non-compete agreements enforceable in Puerto Rico? {#employee-noncompetes}
+
+**Short answer.** Sometimes. Puerto Rico has no statute that governs non-competes. As a civil-law jurisdiction, it enforces post-employment covenants only when they satisfy the strict three-part reasonableness test the Puerto Rico Supreme Court announced in *Arthur Young & Co. v. Vega III* [^ay-test].
+
+Puerto Rico is not a per se ban jurisdiction like California or North Dakota, and it is not a statutory-reasonableness jurisdiction either. Enforceability rests on freedom of contract under the Puerto Rico Civil Code, as constrained by case law. *Arthur Young* is the controlling decision, and it frames every non-compete question that follows.
+
+The threshold framing matters for in-house counsel. Because the limits are judge-made rather than statutory, a covenant that would survive in a blue-pencil state can be void here, and the analysis turns on a single line of Supreme Court and federal authority rather than on a code section.
+
+"Para ser razonable, un acuerdo de no competir debe reunir los siguientes requisitos: (1) debe ser necesario para proteger un interés legítimo del patrono, (2) no debe imponer al empleado una carga demasiado onerosa, (3) y no debe afectar demasiado al público."[^ay-test]
+
+In plain English, the covenant must protect a legitimate employer interest, must not impose too onerous a burden on the employee, and must not unduly harm the public. The sections below break those principles into the operating requirements Puerto Rico courts actually apply.
+
+## What requirements must a Puerto Rico non-compete satisfy? {#reasonableness-requirements}
+
+**Short answer.** A federal court applying Puerto Rico law restated *Arthur Young* as a five-element checklist: a legitimate employer interest, a scope that fits that interest and does not exceed twelve months, consideration beyond mere job tenure, a valid underlying contract, and a writing [^sc-elements].
+
+The duration ceiling is unusually concrete. *Arthur Young* holds that a non-competition term must not exceed twelve months, and that any additional time is excessive and unnecessary to protect the employer [^ay-duration]. That is a bright-line public-policy ceiling, not a starting point for negotiation, so a two-year covenant is exposed even if the rest of the terms are modest.
+
+Two formal requirements round out the test. The covenant must protect a real employer interest and be limited to activities similar to the employee's work, and it must be in writing [^ay-writing]. An oral understanding or a covenant aimed at ordinary competition rather than a protectable interest does not qualify.
+
+## Will Puerto Rico courts narrow an overbroad non-compete? {#court-narrowing}
+
+**Short answer.** No. *Arthur Young* directs courts to declare an overbroad covenant null rather than modify the parties' agreement to make it reasonable [^ay-nullity].
+
+Puerto Rico rejects the blue-pencil and partial-enforcement approaches that many states allow. The Supreme Court reaffirmed in *PACIV, Inc. v. Pérez Rivera* that once any one of the requirements is breached, the agreement is null in its entirety [^paciv-nullity]. There is no judicial salvage of a covenant that reaches too far.
+
+Federal courts apply the same rule. In *TLS Management & Marketing Services, LLC v. Rodríguez-Toledo*, the First Circuit refused to narrow overbroad agreements to a reasonable scope under Puerto Rico law [^tls-decline], echoing the instruction in *Smarte Carte* that courts may not apply a common-law reasonableness rule to modify the provision [^sc-noreform].
+
+"We decline to rewrite the nondisclosure agreements by narrowing their scope to be reasonable."[^tls-decline]
+
+> [!CAUTION]
+> **Drafting note.**
+>
+> Do not rely on a court to rescue an aggressive covenant. In Puerto Rico, a single overbroad term voids the entire non-compete, so drafting to the twelve-month ceiling and to a genuine protectable interest is the only protection [^ay-nullity][^paciv-nullity].
+
+## What consideration supports a Puerto Rico non-compete? {#consideration}
+
+**Short answer.** Real consideration is required, and continued employment alone does not count. *Arthur Young* holds that mere continued employment will not be accepted as the consideration for a non-compete [^ay-consideration].
+
+Timing is the practical trap. In *Cherena v. Coors Brewing Co.*, the federal court held that consideration must be given when the agreement is signed, not at the moment of discharge [^cherena-timing]. A covenant imposed on an existing employee therefore likely needs new and distinct consideration, for example a promotion or a bonus, beyond simply keeping the job, although Puerto Rico courts have not spelled out what qualifies.
+
+"Such a consideration in this jurisdiction must be forthcoming at the moment the agreement was entered into and not at the moment of discharge from employment."[^cherena-timing]
+
+The consideration rule is specific to non-competes. In *Soto v. State Industrial Products, Inc.*, the First Circuit declined to extend *Arthur Young*'s special consideration requirement to an arbitration agreement [^soto-scope], a reminder that the *Arthur Young* line is a targeted restrictive-covenant doctrine rather than a general contract rule.
+
+## How does Puerto Rico treat NDAs, non-solicits, and confidentiality clauses? {#other-covenants}
+
+**Short answer.** A confidentiality or non-solicitation clause that operates like a disguised non-compete is judged by the same *Arthur Young* standard. In *TLS Management*, an overbroad nondisclosure agreement was unenforceable because it functioned as a *de facto* non-compete [^tls-decline-2].
+
+The drafting lesson is precision. A confidentiality clause that effectively bars the employee from working in the field will be treated as a non-compete and subjected to the twelve-month ceiling and the reasonableness requirements, rather than escaping review because it is labeled an NDA.
+
+A genuinely separate covenant can survive, however, even when the non-compete fails. In *Cherena*, the court voided the non-compete but enforced the distinct non-disclosure provisions in the same agreement [^cherena-severable]. A severability clause does not save the non-compete itself, but it can preserve an independent and reasonable NDA.
+
+> [!NOTE]
+> **Practice note.**
+>
+> Draft confidentiality and non-solicitation covenants as standalone, narrowly tailored restraints. If an NDA sweeps so broadly that it stops the employee from competing, a Puerto Rico court will analyze it as a non-compete and may void it [^tls-decline-2].
+
+## How specific must the geographic and customer scope be? {#scope-territory-clients}
+
+**Short answer.** A covenant does not need both a geographic limit and a customer limit; one of them suffices. In *Reyes Ramis CPA Group, P.S.C. v. Serra Torres*, the Supreme Court held that it is not correct to require every non-compete to contain both a territorial and a client restriction [^rr-disjunctive].
+
+This is a meaningful clarification of *Arthur Young*. The Court explained that it never made a combined geographic-and-client limitation a constitutive requirement of a valid covenant [^rr-scope]. A covenant that is tightly limited to the customers an employee actually served can be reasonable even without a geographic radius, and vice versa.
+
+*Reyes Ramis* also confirms that the strict *Arthur Young* requirements are an employment-law doctrine. The Court held that a non-compete tied to a stock-redemption arrangement among owners did not have to conform fully to the strict conditions established in *Arthur Young* [^rr-stock]. Covenants ancillary to the sale of a business or an ownership exit are analyzed more flexibly than employer-employee restraints.
+
+## Does the restricted period toll or extend if the employee breaches? {#tolling}
+
+**Short answer.** Puerto Rico primary law is silent. No Puerto Rico Supreme Court, Court of Appeals, federal district, or First Circuit decision squarely approves or rejects either a contractual extension-on-breach clause or a court-ordered equitable extension of a Puerto Rico non-compete. The safest assumption is that a court will hold the employer to the twelve-month ceiling [^ay-duration-2].
+
+Because there is no Puerto Rico authority on point, the question is genuinely open, and an employer should not assume a court will pause the clock while litigation runs. The nearest guidance comes from outside Puerto Rico. In *EMC Corp. v. Arturi*, the First Circuit, applying Massachusetts law, refused to equitably extend a covenant after its term had expired and observed that the employer could have contracted for tolling instead [^emc-contract].
+
+"Being forewarned, EMC could have contracted, as the district judge noted, for tolling the term of the restriction during litigation, or for a period of restriction to commence upon preliminary finding of breach."[^emc-contract]
+
+> [!CAUTION]
+> **Drafting note.**
+>
+> A tolling clause carries a Puerto Rico-specific risk. *EMC v. Arturi* is Massachusetts law, not Puerto Rico law, and a contractual extension that pushes actual enforcement past *Arthur Young*'s twelve-month ceiling could itself render the covenant void under Puerto Rico's bright-line rule [^emc-contract][^ay-duration-2]. Treat tolling as an unsettled question and weigh a shorter base term against an extension mechanism.
+
+## What recent developments should employers monitor? {#recent-developments}
+
+**Short answer.** As of June 2, 2026, the governing framework remains the *Arthur Young* line of cases. The Supreme Court last restated and refined that test in *Reyes Ramis* in 2016, and no Puerto Rico statute has displaced it [^rr-current].
+
+Two background developments matter for monitoring but do not change the Puerto Rico rule. Puerto Rico's labor reform legislation did not codify a non-compete standard, so the judge-made *Arthur Young* test still controls. And the federal FTC Non-Compete Rule was challenged and, as of this review, has been treated as unenforceable, so it is not an operative Puerto Rico rule either.
+
+The practical takeaway is stability with a narrow margin. Because the framework is judicial, the most reliable signal of change would be a new Supreme Court decision rather than a bill, and *Reyes Ramis* remains the most recent word: the strict requirements apply to employer-employee covenants, with a single territorial or customer limit sufficing [^rr-current].
+
+[^about]: By Steven Obiajulu, J.D. Published by [openagreements.org](https://openagreements.org) · Maintained by [UseJunior](https://usejunior.com). Last reviewed 2026-06-02. License: CC BY 4.0. Steven Obiajulu, J.D. is admitted in New York, not Puerto Rico. This article synthesizes Puerto Rico primary law and is not legal advice from a Puerto Rico-admitted attorney. This article is for informational purposes only and does not create an attorney-client relationship.
+
+[^ay-test]: **Arthur Young & Co. v. Vega III** — "Para ser razonable, un acuerdo de no competir debe reunir los siguientes requisitos: (1) debe ser necesario para proteger un interés legítimo del patrono, (2) no debe imponer al empleado una carga demasiado onerosa, (3) y no debe afectar demasiado al público." *Arthur Young & Co. v. Vega III, 136 D.P.R. 157 (1994).* <https://aldia.microjuris.com/wp-content/uploads/2022/09/136DPR157.pdf>
+
+[^sc-elements]: **Smarte Carte, Inc. v. Colón** — "The elements of a valid non-competition agreement in Puerto Rico as set forth in Arthur Young are: (1.) The employer must have a legitimate interest in the agreement; (2.)the scope of the prohibition must fit the employer's interest but not exceed twelve months; (3.) The employer shall offer a consideration in exchange for the employee signing the non-competition covenant other than mere job tenure; (4.) Non-competition agreements must be valid contracts; (5.) Non-competition covenants must be in writing." *Smarte Carte, Inc. v. Colón, 47 F. Supp. 2d 183 (D.P.R. 1999).* <https://www.courtlistener.com/opinion/2527549/smarte-carte-inc-v-colon/#:~:text=The%20elements%20of%20a%20valid,covenants%20must%20be%20in%20writing.>
+
+[^ay-duration]: **Arthur Young & Co. v. Vega III** — "El término de no competencia no debe exceder de doce meses, entendiéndose que cualquier tiempo adicional es excesivo e innecesario para proteger adecuadamente al patrono." *Arthur Young & Co. v. Vega III, 136 D.P.R. 157 (1994).* <https://aldia.microjuris.com/wp-content/uploads/2022/09/136DPR157.pdf>
+
+[^ay-writing]: **Arthur Young & Co. v. Vega III** — "Finalmente, es indispensable que los pactos de no competencia consten por escrito." *Arthur Young & Co. v. Vega III, 136 D.P.R. 157 (1994).* <https://aldia.microjuris.com/wp-content/uploads/2022/09/136DPR157.pdf>
+
+[^ay-nullity]: **Arthur Young & Co. v. Vega III** — "Por tal razón, en vez de modificar la voluntad de las partes para ajustarla a normas razonables, se declarará nulo todo pacto de no competir que no cumpla con las anteriores condiciones." *Arthur Young & Co. v. Vega III, 136 D.P.R. 157 (1994).* <https://aldia.microjuris.com/wp-content/uploads/2022/09/136DPR157.pdf>
+
+[^paciv-nullity]: **PACIV, Inc. v. Pérez Rivera** — "Una vez se incumple con alguno de los requisitos establecidos en nuestra jurisprudencia, el acuerdo es nulo en su totalidad." *PACIV, Inc. v. Pérez Rivera, 159 D.P.R. 523 (2003).* <https://www.lexjuris.com/LEXJURIS/tspr2003/lexj2003084.htm>
+
+[^tls-decline]: **TLS Management & Marketing Services, LLC v. Rodríguez-Toledo** — "We decline to rewrite the nondisclosure agreements by narrowing their scope to be reasonable." *TLS Mgmt. & Mktg. Servs., LLC v. Rodríguez-Toledo, 966 F.3d 46 (1st Cir. 2020).* <https://www.courtlistener.com/opinion/4769672/tls-mgmt-and-mktg-ser-llc-v-rodriguez-toledo/#:~:text=We%20decline%20to%20rewrite%20the,their%20scope%20to%20be%20reasonable.>
+
+[^sc-noreform]: **Smarte Carte, Inc. v. Colón** — "This invalidation is strictly enforced, and courts are instructed not to apply the common law rule of reasonableness in order to modify the provision." *Smarte Carte, Inc. v. Colón, 47 F. Supp. 2d 183 (D.P.R. 1999).* <https://www.courtlistener.com/opinion/2527549/smarte-carte-inc-v-colon/#:~:text=This%20invalidation%20is%20strictly%20enforced%2C,order%20to%20modify%20the%20provision.>
+
+[^ay-consideration]: **Arthur Young & Co. v. Vega III** — "Sin embargo, no se admitirá como causa del acuerdo de no competencia la mera permanencia en el empleo." *Arthur Young & Co. v. Vega III, 136 D.P.R. 157 (1994).* <https://aldia.microjuris.com/wp-content/uploads/2022/09/136DPR157.pdf>
+
+[^cherena-timing]: **Cherena v. Coors Brewing Co.** — "Such a consideration in this jurisdiction must be forthcoming at the moment the agreement was entered into and not at the moment of discharge from employment." *Cherena v. Coors Brewing Co., 20 F. Supp. 2d 282 (D.P.R. 1998).* <https://www.courtlistener.com/opinion/2423610/cherena-v-coors-brewing-co/#:~:text=Such%20a%20consideration%20in%20this,moment%20of%20discharge%20from%20employment.>
+
+[^soto-scope]: **Soto v. State Industrial Products, Inc.** — "For these reasons, we reject Soto's invitation to expand the scope of Arthur Young to hold that continued employment cannot constitute valid consideration for an arbitration agreement." *Soto v. State Indus. Prods., Inc., 642 F.3d 67 (1st Cir. 2011).* <https://www.courtlistener.com/opinion/214787/soto-v-state-industrial-products-inc/#:~:text=For%20these%20reasons%2C%20we%20reject,consideration%20for%20an%20arbitration%20agreement.>
+
+[^tls-decline-2]: **TLS Management & Marketing Services, LLC v. Rodríguez-Toledo** — "We decline to rewrite the nondisclosure agreements by narrowing their scope to be reasonable." *TLS Mgmt. & Mktg. Servs., LLC v. Rodríguez-Toledo, 966 F.3d 46 (1st Cir. 2020).* <https://www.courtlistener.com/opinion/4769672/tls-mgmt-and-mktg-ser-llc-v-rodriguez-toledo/#:~:text=We%20decline%20to%20rewrite%20the,their%20scope%20to%20be%20reasonable.>
+
+[^cherena-severable]: **Cherena v. Coors Brewing Co.** — "Thus, although the non-competition clause is null and void, the rest of the provisions contained in the Agreement, including the non-disclosure provisions, are valid and enforceable." *Cherena v. Coors Brewing Co., 20 F. Supp. 2d 282 (D.P.R. 1998).* <https://www.courtlistener.com/opinion/2423610/cherena-v-coors-brewing-co/#:~:text=Thus%2C%20although%20the%20non%2Dcompetition%20clause,provisions%2C%20are%20valid%20and%20enforceable.>
+
+[^rr-disjunctive]: **Reyes Ramis CPA Group, P.S.C. v. Serra Torres** — "Por lo tanto, no es correcto afirmar que todo contrato de no competencia debe contener una restricción territorial y de clientela, basta con una de ellas." *Reyes Ramis CPA Group, P.S.C. v. Serra Torres, 194 D.P.R. ___ (2016).* <http://www.lexjuris.com/lexjuris/tspr2016/lexj2016126.htm>
+
+[^rr-scope]: **Reyes Ramis CPA Group, P.S.C. v. Serra Torres** — "No obstante, es importante destacar que esta Curia no estableció como requisito constitutivo de un acuerdo de no competencia el que se limite geográficamente las restricciones impuestas y los clientes que estarán comprendidos." *Reyes Ramis CPA Group, P.S.C. v. Serra Torres, 194 D.P.R. ___ (2016).* <http://www.lexjuris.com/lexjuris/tspr2016/lexj2016126.htm>
+
+[^rr-stock]: **Reyes Ramis CPA Group, P.S.C. v. Serra Torres** — "Por lo tanto, contrario a la conclusión a la que llegaron los foros inferiores, la cláusula de no competencia bajo análisis no tenía que ajustarse íntegramente a las estrictas condiciones establecidas en Arthur Young & Co. v. Vega III , supra." *Reyes Ramis CPA Group, P.S.C. v. Serra Torres, 194 D.P.R. ___ (2016).* <http://www.lexjuris.com/lexjuris/tspr2016/lexj2016126.htm>
+
+[^ay-duration-2]: **Arthur Young & Co. v. Vega III** — "El término de no competencia no debe exceder de doce meses, entendiéndose que cualquier tiempo adicional es excesivo e innecesario para proteger adecuadamente al patrono." *Arthur Young & Co. v. Vega III, 136 D.P.R. 157 (1994).* <https://aldia.microjuris.com/wp-content/uploads/2022/09/136DPR157.pdf>
+
+[^emc-contract]: **EMC Corp. v. Arturi** — "Being forewarned, EMC could have contracted, as the district judge noted, for tolling the term of the restriction during litigation, or for a period of restriction to commence upon preliminary finding of breach." *EMC Corp. v. Arturi, 655 F.3d 75 (1st Cir. 2011).* <https://www.courtlistener.com/opinion/612666/emc-corp-v-arturi/#:~:text=Being%20forewarned%2C%20EMC%20could%20have,upon%20preliminary%20finding%20of%20breach.>
+
+[^rr-current]: **Reyes Ramis CPA Group, P.S.C. v. Serra Torres** — "Por lo tanto, no es correcto afirmar que todo contrato de no competencia debe contener una restricción territorial y de clientela, basta con una de ellas." *Reyes Ramis CPA Group, P.S.C. v. Serra Torres, 194 D.P.R. ___ (2016).* <http://www.lexjuris.com/lexjuris/tspr2016/lexj2016126.htm>

package/skills/non-compete-contract-explainer/content/rhode-island.md

@@ -0,0 +1,171 @@
+---
+jurisdiction: "Rhode Island"
+slug: rhode-island
+countryCode: US
+snapshotAsOf: "2026-06-08"
+lastReviewed: "2026-06-02"
+canonicalUrl: https://openagreements.org/legal/non-compete/rhode-island
+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/rhode-island · **Snapshot as of:** 2026-06-08 · License: CC BY 4.0 · © UseJunior
+
+# Non-Competes in Rhode Island[^about]
+
+Rhode Island bans non-competes for several worker categories and regulated professions, while other restrictive covenants remain governed by strict common-law reasonableness limits and trade-secret law.
+
+
+## At a glance
+
+| Question | Rhode Island |
+| --- | --- |
+| **Are non-competes enforceable?** | Allowed above a pay level |
+| **Bottom line** | Rhode Island applies common-law reasonableness to most workers but bans non-competes for low-wage and several other worker categories (FLSA-nonexempt, student interns, age 18 or younger) and for physicians and APRNs. |
+| **Main law or case** | R.I. Gen. Laws § 28-59-3 (Rhode Island Noncompetition Agreement Act) |
+| **Main exceptions** | Worker-category bans (low-wage, FLSA-nonexempt, interns, ≤18); physician (§ 5-37-33) and APRN (§ 5-34-50) bans with a 5-year sale-of-practice exception; non-solicits/NDAs/sale excluded from definition |
+| **When the ban took effect** | Physician/APRN bans eff. June 17, 2024 (worker-category ban date not stated in note) |
+| **Can a court narrow it?** | Yes — rewrites to reasonable |
+| **Applies to contractors?** | No |
+| **Restriction extended during a breach?** | Not addressed |
+| **Maximum length set by law** | No general statutory length limit; physician/APRN sale-of-practice exception capped at 5 years |
+
+## Are employee non-compete agreements enforceable in Rhode Island? {#employee-noncompetes}
+
+**Short answer.** Often no for covered workers. The Rhode Island Noncompetition Agreement Act makes a non-compete unenforceable against FLSA-nonexempt employees, student interns, workers age 18 or younger, and low-wage employees [^rinaa-covered-workers].
+
+The statutory ban is targeted rather than universal. It applies to covered employees within Chapter 28-59, and the statute defines an employee to exclude independent contractors [^rinaa-employee-definition]. For workers outside the banned categories, Rhode Island common law still requires a valid relationship, consideration, a legitimate interest, and a reasonable restraint.
+
+The low-wage category is indexed to the federal poverty level. The statute defines it as an employee whose average annual earnings are not more than 250 percent of the federal poverty level for individuals [^rinaa-low-wage-definition].
+
+> [!NOTE]
+> **Practice note.**
+>
+> Do not treat Rhode Island as a total-ban state. Chapter 28-59 bars non-competes only for the worker categories listed in the statute, while other workers and other restrictive covenants still require separate analysis [^rinaa-covered-workers][^durapin-reasonableness-baseline].
+
+## What Rhode Island restrictions are excluded from the statutory non-compete definition? {#excluded-covenants}
+
+**Short answer.** Rhode Island excludes several common restraints from the Chapter 28-59 definition of a noncompetition agreement, including employee non-solicits, customer non-solicits, confidentiality agreements, and sale-of-business covenants [^rinaa-noncompete-definition].
+
+That does not make those covenants automatically enforceable. It means the RINAA ban does not decide the issue. Customer non-solicits, employee non-solicits, NDAs, confidentiality clauses, sale covenants, and qualifying separation agreements fall back to common law, trade-secret law, or the separate statute that governs the profession or industry.
+
+"‘Noncompetition agreement’ means an agreement between an employer and an employee, or otherwise arising out of an existing or anticipated employment relationship, under which the employee or expected employee agrees that he or she will not engage in certain specified activities competitive with his or her employer after the employment relationship has ended."[^rinaa-noncompete-definition]
+
+For drafting, the most important consequence is precision. A customer non-solicit should be written as a customer restraint, a confidentiality clause as a confidentiality clause, and a sale covenant as a sale covenant, because calling every restraint a non-compete can blur the statutory analysis.
+
+## What common-law test applies to Rhode Island restrictive covenants not banned by statute? {#common-law-reasonableness}
+
+**Short answer.** Rhode Island applies strict reasonableness review. The party seeking enforcement must show a valid underlying relationship, adequate consideration, a legitimate interest, and a restraint no broader than reasonably necessary [^durapin-enforcement-elements][^cranston-strict-scrutiny].
+
+*Durapin* supplies the core framework. Rhode Island recognizes that non-competes can serve legitimate purposes, but treats them as disfavored restraints. The key practical point is that ordinary competition is not enough. The promisee needs a legitimate interest such as confidential customer relationships, goodwill, trade secrets, or another protectable interest.
+
+*Cranston Print Works* reinforces the same standard and calls for strict judicial scrutiny. It also warns that covenants lacking both time and geographic limits may still be enforceable in some settings, but only to the extent necessary to protect legitimate interests [^cranston-necessity-limit].
+
+## Does continued employment support a Rhode Island restrictive covenant? {#continued-employment-termination}
+
+**Short answer.** It can. In *Walls*, the Rhode Island Supreme Court treated continued at-will employment, plus training and licensure support, as part of a lawful exchange supporting a 24-month customer restriction [^walls-continued-employment].
+
+*Walls* matters because the agreement was signed during employment, not only at initial hire. The court also rejected the argument that involuntary termination prevented enforcement; the covenant applied on termination from employment without limiting language tied to the reason for departure [^walls-involuntary-termination].
+
+The restraint in *Walls* was customer-focused. It barred solicitation and pest-control work for current and former company customers for 24 months, and the court emphasized that it did not use a geographic territory [^walls-customer-scope]. That makes the case useful for customer non-solicits and customer-service restrictions, not for broad bans on working in the same industry.
+
+> [!NOTE]
+> **Practice note.**
+>
+> Read *Walls* for what it is. The Rhode Island Supreme Court affirmed a *preliminary* injunction under deferential abuse-of-discretion review, not a final judgment on the covenant's validity [^walls-pi-posture]. It is a strong signal on consideration and customer-scope drafting, but a defendant can still develop a fuller record on reasonableness and legitimate interest at trial.
+
+## Will Rhode Island courts narrow an overbroad non-compete? {#court-narrowing}
+
+**Short answer.** Usually yes if equitable. *Durapin* adopted partial enforcement rather than an all-or-nothing or mechanical blue-pencil rule, absent bad faith or deliberate overreaching [^durapin-partial-enforcement].
+
+Partial enforcement is not a drafting strategy. Even under *Durapin*, the court should go no further than reasonably necessary to protect the promisee's legitimate interests [^durapin-no-further-than-necessary]. Overbreadth still creates litigation risk and may leave the employer without meaningful relief if the employee did not jeopardize a protectable interest.
+
+RINAA also has a severability rule for contracts containing a non-compete that is unenforceable under § 28-59-3. That rule preserves the remainder of the contract and allows a court to impose a non-compete restriction as a remedy for breach of another agreement or duty [^rinaa-severability-remedy].
+
+> [!CAUTION]
+> **Drafting note.**
+>
+> Do not confuse statutory severability with automatic enforcement. Rhode Island may preserve the rest of the contract, but common-law reformation still depends on reasonableness, legitimate interests, and equitable limits [^durapin-partial-enforcement][^rinaa-severability-remedy].
+
+## Which Rhode Island professions have special non-compete bans? {#profession-specific-bans}
+
+**Short answer.** Rhode Island has separate statutory bans for physicians and advanced practice registered nurses, each with a sale-of-practice exception for covenants lasting no more than five years [^physician-restrictive-covenants][^aprn-restrictive-covenants].
+
+The physician statute voids restrictions on the right to practice medicine, including geographic practice limits and limits on treating, consulting with, or soliciting current patients. The APRN statute uses parallel language for APRNs licensed under Rhode Island nursing law.
+
+Both statutes share the same shape: a categorical ban on practice restrictions, paired with a sale-of-practice exception capped at five years. Outside these regulated professions, Rhode Island has no other occupation-specific non-compete ban, so most workers fall under Chapter 28-59 and common law.
+
+## How do Rhode Island trade-secret rules affect non-compete drafting? {#trade-secrets}
+
+**Short answer.** Rhode Island trade-secret law is the main confidentiality alternative to a non-compete. RIUTSA protects qualifying information and authorizes injunctions for actual or threatened misappropriation [^riutsa-trade-secret-definition][^riutsa-injunctive-relief].
+
+RINAA itself preserves agreements not to share trade-secret information after employment [^rinaa-trade-secret-preserved]. That makes trade-secret and confidentiality drafting especially important when a worker falls within a non-compete ban or when a broad activity restraint would be difficult to justify.
+
+"Nothing in this section shall preclude an employer from entering into an agreement with an employee not to share any information, including after the employee is no longer employed by the employer, regarding the employer or the employment that is a trade secret."[^rinaa-trade-secret-preserved]
+
+RIUTSA also preserves contractual remedies, so a well-drafted NDA can operate alongside statutory trade-secret claims. The safer approach is to define confidential information carefully, reserve trade-secret protection for information that meets the statutory definition, and avoid writing an NDA so broadly that it functions like a hidden non-compete.
+
+## What recent Rhode Island and federal developments should employers monitor? {#recent-developments}
+
+**Short answer.** As of June 2, 2026, Rhode Island's enacted baseline remains Chapter 28-59 plus profession-specific statutes and common law. Recent proposals and federal activity matter for monitoring, but they should not be treated as the current Rhode Island rule unless enacted or effective [^rinaa-current-baseline][^aprn-current-baseline].
+
+The 2024 Rhode Island broad-ban bill, H8059/S2436, passed both houses but was vetoed by Governor McKee in June 2024. The 2025 S0302 proposal would have added a $125,000 earnings threshold, but monitor the official General Assembly record before relying on any pending or prior-session bill as law.
+
+The federal FTC Non-Compete Rule is also background rather than an operative Rhode Island rule. The rule was challenged, blocked, and later treated by the FTC as not enforceable, so Rhode Island analysis still starts with state statutes, profession-specific statutes, common law, and trade-secret law.
+
+> [!NOTE]
+> **Practice note.**
+>
+> Rhode Island non-compete law may change through future legislation, but un-enacted bills do not replace the enacted worker-category statute. Check Chapter 28-59 and any active bill text before reusing a Rhode Island form [^rinaa-current-baseline].
+
+[^about]: By Steven Obiajulu, J.D. Published by [openagreements.org](https://openagreements.org) · Maintained by [UseJunior](https://usejunior.com). Last reviewed 2026-06-02. License: CC BY 4.0. Steven Obiajulu, J.D. is admitted in New York, not Rhode Island. This article synthesizes Rhode Island primary law and is not legal advice from a Rhode Island-admitted attorney. This article is for informational purposes only and does not create an attorney-client relationship.
+
+[^rinaa-covered-workers]: **R.I. Gen. Laws § 28-59-3** — "A noncompetition agreement shall not be enforceable against the following types of workers:" *R.I. Gen. Laws § 28-59-3(a).* <https://webserver.rilegislature.gov/Statutes/TITLE28/28-59/28-59-3.htm>
+
+[^rinaa-employee-definition]: **R.I. Gen. Laws § 28-59-2** — "‘Employee’ means an individual who works for hire, including an individual employed in a supervisory, managerial, or confidential position, but shall not include an independent contractor." *R.I. Gen. Laws § 28-59-2(3).* <https://webserver.rilegislature.gov/Statutes/TITLE28/28-59/28-59-2.htm>
+
+[^rinaa-low-wage-definition]: **R.I. Gen. Laws § 28-59-2** — "‘Low-wage employee’ means an employee whose average annual earnings, as defined in subsection (2), are not more than two hundred fifty percent (250%) of the federal poverty level for individuals as established by the United States Department of Health and Human Services federal poverty guidelines." *R.I. Gen. Laws § 28-59-2(7).* <https://webserver.rilegislature.gov/Statutes/TITLE28/28-59/28-59-2.htm>
+
+[^durapin-reasonableness-baseline]: **Durapin, Inc. v. American Products, Inc.** — "However, since such provisions are not favored, they are subject to judicial scrutiny and will be enforced as written only if the contract is reasonable and does not extend beyond what is apparently necessary for the protection of those in whose favor it runs." *Durapin, Inc. v. Am. Prods., Inc., 559 A.2d 1051, 1053 (R.I. 1989).* <https://www.courtlistener.com/opinion/2334248/durapin-inc-v-american-products-inc/#:~:text=However%2C%20since%20such%20provisions%20are,in%20whose%20favor%20it%20runs.>
+
+[^rinaa-noncompete-definition]: **R.I. Gen. Laws § 28-59-2** — "‘Noncompetition agreement’ means an agreement between an employer and an employee, or otherwise arising out of an existing or anticipated employment relationship, under which the employee or expected employee agrees that he or she will not engage in certain specified activities competitive with his or her employer after the employment relationship has ended." *R.I. Gen. Laws § 28-59-2(8).* <https://webserver.rilegislature.gov/Statutes/TITLE28/28-59/28-59-2.htm>
+
+[^durapin-enforcement-elements]: **Durapin, Inc. v. American Products, Inc.** — "Before a court reaches this question, however, the party seeking to enforce a noncompetition provision must show that (1) the provision is ancillary to an otherwise valid transaction or relationship, such as an employment contract or a contract for the purchase and sale of a business, Restatement (Second)" *Durapin, Inc. v. Am. Prods., Inc., 559 A.2d 1051, 1053 (R.I. 1989).* <https://www.courtlistener.com/opinion/2334248/durapin-inc-v-american-products-inc/#:~:text=Before%20a%20court%20reaches%20this,of%20a%20business%2C%20Restatement%20(Second)>
+
+[^cranston-strict-scrutiny]: **Cranston Print Works Co. v. Pothier** — "It is well settled that covenants not to compete are disfavored and subject to strict judicial scrutiny." *Cranston Print Works Co. v. Pothier, 848 A.2d 213, 219 (R.I. 2004).* <https://www.courtlistener.com/opinion/2195476/cranston-print-works-co-v-pothier/#:~:text=It%20is%20well%20settled%20that,subject%20to%20strict%20judicial%20scrutiny.>
+
+[^cranston-necessity-limit]: **Cranston Print Works Co. v. Pothier** — "courts should uphold them only to the extent they are necessary to protect the promisee’s legitimate interests." *Cranston Print Works Co. v. Pothier, 848 A.2d 213, 220 (R.I. 2004).* <https://www.courtlistener.com/opinion/2195476/cranston-print-works-co-v-pothier/#:~:text=courts%20should%20uphold%20them%20only,protect%20the%20promisee%E2%80%99s%20legitimate%20interests.>
+
+[^walls-continued-employment]: **Griggs & Browne Pest Control Co. v. Walls** — "employment relationship with plaintiff: In consideration for continued employment" *Griggs & Browne Pest Control Co. v. Walls, 313 A.3d 616, 625 (R.I. 2024).* <https://www.courtlistener.com/opinion/9457984/griggs-browne-pest-control-co-inc-v-brian-walls/#:~:text=employment%20relationship%20with%20plaintiff%3A%20In%20consideration%20for%20continued%20employment>
+
+[^walls-involuntary-termination]: **Griggs & Browne Pest Control Co. v. Walls** — "Walls’s argument that an involuntary termination would preclude enforcement of" *Griggs & Browne Pest Control Co. v. Walls, 313 A.3d 616, 627 (R.I. 2024).* <https://www.courtlistener.com/opinion/9457984/griggs-browne-pest-control-co-inc-v-brian-walls/#:~:text=Walls%E2%80%99s%20argument%20that%20an%20involuntary,termination%20would%20preclude%20enforcement%20of>
+
+[^walls-customer-scope]: **Griggs & Browne Pest Control Co. v. Walls** — "month period, and extends only to plaintiff’s current and previous clients, rather than" *Griggs & Browne Pest Control Co. v. Walls, 313 A.3d 616, 626 (R.I. 2024).* <https://www.courtlistener.com/opinion/9457984/griggs-browne-pest-control-co-inc-v-brian-walls/#:~:text=month%20period%2C%20and%20extends%20only,and%20previous%20clients%2C%20rather%20than>
+
+[^walls-pi-posture]: **Griggs & Browne Pest Control Co. v. Walls** — "This Court reviews a trial justice’s decision to grant a preliminary injunction for an abuse of discretion." *Griggs & Browne Pest Control Co. v. Walls, 313 A.3d 616, 623 (R.I. 2024).* <https://www.courtlistener.com/opinion/9457984/griggs-browne-pest-control-co-inc-v-brian-walls/#:~:text=This%20Court%20reviews%20a%20trial,for%20an%20abuse%20of%20discretion.>
+
+[^durapin-partial-enforcement]: **Durapin, Inc. v. American Products, Inc.** — "We believe this is the appropriate time to choose the route that permits unreasonable restraints to be modified and enforced, whether or not their terms are divisible, unless the circumstances indicate bad faith or deliberate overreaching on the part of the promisee." *Durapin, Inc. v. Am. Prods., Inc., 559 A.2d 1051, 1058-59 (R.I. 1989).* <https://www.courtlistener.com/opinion/2334248/durapin-inc-v-american-products-inc/#:~:text=We%20believe%20this%20is%20the,the%20part%20of%20the%20promisee.>
+
+[^durapin-no-further-than-necessary]: **Durapin, Inc. v. American Products, Inc.** — "Even under this approach a court will go no further in granting relief than is reasonably necessary to protect a promisee’s legitimate interests." *Durapin, Inc. v. Am. Prods., Inc., 559 A.2d 1051, 1059 (R.I. 1989).* <https://www.courtlistener.com/opinion/2334248/durapin-inc-v-american-products-inc/#:~:text=Even%20under%20this%20approach%20a,protect%20a%20promisee%E2%80%99s%20legitimate%20interests.>
+
+[^rinaa-severability-remedy]: **R.I. Gen. Laws § 28-59-3** — "This section does not render void or unenforceable the remainder of a contract or agreement containing the unenforceable noncompetition agreement, nor does it preclude the imposition of a noncompetition restriction by a court, whether through preliminary or permanent injunctive relief or otherwise, as a remedy for a breach of another agreement or of a statutory or common law duty." *R.I. Gen. Laws § 28-59-3(b).* <https://webserver.rilegislature.gov/Statutes/TITLE28/28-59/28-59-3.htm>
+
+[^physician-restrictive-covenants]: **R.I. Gen. Laws § 5-37-33** — "Any contract or agreement that creates or establishes the terms of a partnership, employment, or any other form of professional relationship with a physician licensed to practice medicine pursuant to this chapter that includes any restriction of the right of such physician to practice medicine shall be void and unenforceable with respect to said restriction; provided, however, that nothing herein shall render void or unenforceable the remaining provisions of any such contract or agreement." *R.I. Gen. Laws § 5-37-33(a).* <https://webserver.rilegislature.gov/Statutes/TITLE5/5-37/5-37-33.htm>
+
+[^aprn-restrictive-covenants]: **R.I. Gen. Laws § 5-34-50** — "Any contract or agreement that creates or establishes the terms of a partnership, employment, or any other form of professional relationship with an advanced practice registered nurse (‘APRN’) licensed to practice pursuant to § 5-34-45 that includes any restriction of the right of the APRN to practice shall be void and unenforceable with respect to said restriction; provided, however, that nothing herein shall render void or unenforceable the remaining provisions of any such contract or agreement." *R.I. Gen. Laws § 5-34-50(a).* <https://webserver.rilegislature.gov/Statutes/TITLE5/5-34/5-34-50.htm>
+
+[^riutsa-trade-secret-definition]: **R.I. Gen. Laws § 6-41-1** — "‘Trade secret’ means information, including a formula, pattern, compilation, program, device, method, technique, or process, that:" *R.I. Gen. Laws § 6-41-1(4).* <https://webserver.rilegislature.gov/Statutes/TITLE6/6-41/6-41-1.htm>
+
+[^riutsa-injunctive-relief]: **R.I. Gen. Laws § 6-41-2** — "Actual or threatened misappropriation may be enjoined." *R.I. Gen. Laws § 6-41-2(a).* <https://webserver.rilegislature.gov/Statutes/TITLE6/6-41/6-41-2.htm>
+
+[^rinaa-trade-secret-preserved]: **R.I. Gen. Laws § 28-59-3** — "Nothing in this section shall preclude an employer from entering into an agreement with an employee not to share any information, including after the employee is no longer employed by the employer, regarding the employer or the employment that is a trade secret." *R.I. Gen. Laws § 28-59-3(c).* <https://webserver.rilegislature.gov/Statutes/TITLE28/28-59/28-59-3.htm>
+
+[^rinaa-current-baseline]: **R.I. Gen. Laws §§ 28-59-1 to 28-59-3** — "This chapter shall be known and may be cited as the ‘Rhode Island Noncompetition Agreement Act.’" *R.I. Gen. Laws § 28-59-1.* <https://webserver.rilegislature.gov/Statutes/TITLE28/28-59/28-59-1.htm>
+
+[^aprn-current-baseline]: **R.I. Gen. Laws § 5-34-50** — "P.L. 2024, ch. 118, § 1, effective June 17, 2024; P.L. 2024, ch. 128, § 1, effective June 17, 2024." *R.I. Gen. Laws § 5-34-50, history.* <https://webserver.rilegislature.gov/Statutes/TITLE5/5-34/5-34-50.htm>