open-agreements 0.7.6 → 0.7.7

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

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+---
+jurisdiction: "Singapore"
+slug: singapore
+countryCode: SG
+snapshotAsOf: "2026-06-08"
+lastReviewed: "2026-06-03"
+canonicalUrl: https://openagreements.org/legal/non-compete/singapore
+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/singapore · **Snapshot as of:** 2026-06-08 · License: CC BY 4.0 · © UseJunior
+
+# Non-Competes in Singapore[^about]
+
+Singapore has no non-compete statute; a post-employment restraint is presumptively void as a restraint of trade and binds a former employee only if the employer proves a legitimate proprietary interest and that the clause is reasonable between the parties and in the public interest, and a court may strike out but never rewrite an overbroad clause.
+
+
+## At a glance
+
+| Question | Singapore |
+| --- | --- |
+| **Are non-competes enforceable?** | Allowed if reasonable |
+| **Bottom line** | Singapore has no non-compete statute; a post-employment restraint is presumptively void and binds a former employee only if the employer proves a legitimate proprietary interest and shows the clause is reasonable between the parties and in the public interest. |
+| **Main law or case** | Man Financial (S) Pte Ltd v Wong Bark Chuan David [2007] SGCA 53 |
+| **Main exceptions** | No statutory industry carve-outs; sale-of-business covenants are judged more leniently (CLAAS Medical Centre [2010] SGCA 3). The confidentiality over-and-above trap (Stratech [2005] SGCA 17) often defeats employment non-competes. |
+| **Can a court narrow it?** | Only strikes wording |
+| **Applies to contractors?** | Unclear |
+| **Restriction extended during a breach?** | Not addressed |
+| **Maximum length set by law** | No statutory limit |
+
+## Are employee non-competes enforceable in Singapore? {#employee-noncompetes}
+
+**Short answer.** Only if the employer can justify them. Singapore has no statute that governs non-competes. A post-employment restraint is treated as a restraint of trade, which the courts presume is *void* and contrary to public policy [^mf-prima-facie-void]. To displace that presumption the employer must show the restraint protects a legitimate proprietary interest — not a mere wish to avoid competition [^mf-interest-required] — and that the clause is reasonable both between the parties and in the interests of the public [^mf-parties-public].
+
+Singapore is not a per se ban jurisdiction like California or North Dakota, where the covenant is void no matter how narrow. Nor is it a statutory-reasonableness jurisdiction with fixed numeric limits. It is a pure common-law restraint-of-trade jurisdiction: the starting point is that every post-employment covenant — non-compete, customer non-solicitation, employee non-solicitation, or non-dealing — is presumptively unenforceable, and the employer must earn enforcement clause by clause.
+
+"All interference with individual liberty of action in trading, and all restraints of trade of themselves, if there is nothing more, are contrary to public policy, and therefore void."[^mf-prima-facie-void]
+
+The Court of Appeal's decision in *Man Financial (S) Pte Ltd v Wong Bark Chuan David* is the controlling modern authority and supplies the analytical framework used throughout this note. It requires an employer to clear three cumulative hurdles, examined in the sections that follow: a legitimate proprietary interest, reasonableness between the parties, and reasonableness in the public interest.
+
+## What must an employer prove to enforce a non-compete? {#legitimate-interest}
+
+**Short answer.** A legitimate proprietary interest worth protecting. A desire to avoid competition is never enough — a court will not enforce a covenant taken merely to shield the employer from a former employee's competition [^stratech-no-competition]. The employer must point to a recognised interest such as trade secrets and confidential information, the employer's trade connection with its customers, or the maintenance of a stable, trained workforce — the last usually protected through an employee non-solicitation clause rather than a blanket bar on the employee joining a competitor [^mf-trade-connection].
+
+The distinction is between protecting an asset and suppressing a rival. An employer has no protectable interest in stopping a departing employee from working for a competitor simply because the new employer competes [^mf-no-competition]. What the law protects instead is the employer's investment: secret information the employee was trusted with, the customer relationships the employee was placed to influence, and the integrity of the workforce the employee might poach. The employee's own general skill, experience, and know-how are not the employer's property and cannot be locked up.
+
+"But an employer has no legitimate interest in preventing an employee, after leaving his service, from entering the service of a competitor merely on the ground that the new employer is a competitor."[^mf-no-competition]
+
+How real this requirement is was shown in 2025. In *FirstCom Academy Pte Ltd v Oom Academy Pte Ltd*, the High Court dismissed an employer's suit on its restraint and non-solicitation clauses because the employer never established any legitimate proprietary interest in the first place — so the court did not even reach the question of whether the clause's scope was reasonable [^firstcom-no-lpi].
+
+"The Restraint of Trade Clauses in Mr Chew's and Ms Leong's LOAs are unenforceable on account of FCA failing to prove that it has a legitimate proprietary interest which ought to be protected by way of a restraint of trade clause."[^firstcom-no-lpi]
+
+> [!CAUTION]
+> **Drafting note.**
+>
+> A clause that simply bars a former employee from joining or starting a competing business, without tying the restraint to a specific protectable interest, is the weakest possible position. Identify the actual interest — the confidential information, the customer connection, or the workforce — and draft the restraint around it, because an employer who cannot prove a legitimate proprietary interest loses before reasonableness is even considered [^firstcom-no-lpi].
+
+## Can a non-compete protect information an NDA already covers? {#confidentiality-overlap}
+
+**Short answer.** Usually not, without more. If the confidential information is already protected by a separate confidentiality clause, the employer must show the non-compete protects a legitimate interest *over and above* that information — otherwise the court treats the non-compete as a bare attempt to stifle competition and strikes it down [^shopee-over-and-above].
+
+This is the single most important trap in Singapore non-compete drafting. The reasoning, which traces back to *Stratech Systems Ltd v Nyam Chiu Shin* and was reaffirmed in *Man Financial*, is that if a confidentiality clause already does the protective work, a non-compete adds nothing legitimate unless the employer can identify a distinct interest *over and above* that confidentiality protection — otherwise its real purpose must be to prevent competition, which is not a protectable interest.
+
+"Where the protection of confidential information or trade secrets is already covered by another contractual clause, the covenantee will have to demonstrate that the restraint of trade clause in question covers a legitimate proprietary interest over and above the protection of confidential information or trade secrets."[^shopee-over-and-above]
+
+Two High Court decisions in 2024 applied this directly against employers. In *Shopee Singapore Pte Ltd v Lim Teck Yong*, the court found serious doubt that the employer could rely on the protection of confidential information to validate a non-compete when an employment confidentiality agreement already covered that very interest [^shopee-serious-doubts]. In *MoneySmart Singapore Pte Ltd v Artem Musienko*, the court made the same observation — any confidentiality concern was already addressed and protected by the contract's separate confidentiality clause [^ms-confidentiality]. The lesson reinforces a related point from *Stratech*: an employer must *particularise* the confidential information it claims to protect, not gesture at it in the abstract [^stratech-particularise].
+
+## How long and how wide can a Singapore non-compete be? {#reasonableness}
+
+**Short answer.** There is no fixed limit. Reasonableness is decided case by case on the activity restrained, the geographic area, the duration, and the employee's seniority and actual influence. A restraint of *indefinite* duration is void [^smile-indefinite], but a bounded restraint tied to a real interest can be upheld even across multiple countries [^tky-reasonable].
+
+Because the limits are judge-made rather than set by a code section, there is no statutory ceiling on duration or geography to anchor a covenant. The analysis is fact-specific in both directions. In *Tan Kok Yong Steve v Itochu Singapore Pte Ltd*, the High Court enforced a roughly two-year non-compete covering markets including Vietnam, Bangladesh, and the Philippines against a specialist trader who had genuine knowledge of and influence over the employer's customers in those markets, finding the activity, geographic, and temporal scope all reasonable [^tky-reasonable].
+
+"In summary, I find that the activity scope, geographical scope and temporal scope of the Non-Competition Undertaking to be reasonable as between the parties and is not against the public interest."[^tky-reasonable]
+
+At the other extreme, breadth is fatal. A restraint with no end date is void absent the most exceptional circumstances [^smile-indefinite], and a restraint whose scope has only a tenuous connection to what the employee actually did will fail as overbroad. In *MoneySmart Singapore Pte Ltd v Artem Musienko*, the court refused to enforce a non-compete that barred the employee from any rival business regardless of role similarity, and criticised the clause's cascading, step-down structure as giving the employer multiple bites of the cherry on duration [^ms-cascading].
+
+"It appears that the claimant will have multiple bites of the cherry in relation to determining the duration of the Non-Compete Clause."[^ms-cascading]
+
+## Can a Singapore court narrow an overbroad non-compete? {#court-narrowing}
+
+**Short answer.** Only by deletion, never by rewriting. A Singapore court may apply the *blue pencil* — striking out offending words if what remains still makes grammatical sense and the bargain is unchanged — but it will not redraft a clause or read it down to a reasonable scope. The court will not rewrite the contract for the parties [^mf-blue-pencil].
+
+This is a sharp difference from jurisdictions that allow judicial reformation or notional severance. Singapore has not adopted the practice of reading an overly wide restraint down to whatever the court thinks reasonable; the most an employer can hope for is that genuinely severable, offending words can be excised while a coherent, narrower clause survives on its own terms.
+
+"In other words, the court will not rewrite the contract for the parties."[^mf-blue-pencil]
+
+The practical consequence is that an employer cannot draft an aggressive clause and rely on a court to trim it to size. If the only way to save the covenant is to add words, substitute words, or reinterpret it more narrowly, the court will strike it down entirely. A cascading clause that offers the court a menu of progressively shorter durations does not solve this; as *MoneySmart* shows, that structure is itself treated as a red flag rather than a safe harbour [^ms-cascading-narrow].
+
+> [!CAUTION]
+> **Drafting note.**
+>
+> Do not rely on a Singapore court to narrow an overbroad non-compete. Draft each restriction at a scope you can defend as reasonable on its own, because the court can delete severable words but will not rewrite the clause or read it down, and an unreasonably wide covenant simply fails [^mf-blue-pencil].
+
+## Are non-competes from a business sale treated differently? {#sale-of-business}
+
+**Short answer.** Yes — more leniently. When a covenant is given by the seller of a business to protect the goodwill the buyer paid for, Singapore courts take a more liberal approach than in the employment context, because the parties bargain on more equal terms [^claas-liberal]. A multi-year restraint can be reasonable in that setting [^claas-three-year].
+
+The leniency is comparative, not unlimited. Even a sale-of-business restraint must go no further than necessary to protect the interest involved [^claas-no-further]. But the rationale that makes employment covenants suspect — unequal bargaining power and the risk of locking up a person's livelihood — is far weaker when a vendor sells a business for value and promises not to immediately compete away the goodwill just sold.
+
+"These being the general principles applicable in this area of the law, we would, however, hasten to add that the courts take a more liberal approach when considering restrictive covenants in the context of a sale of business as compared to the situation where such a clause is contained in a contract of employment."[^claas-liberal]
+
+In *CLAAS Medical Centre Pte Ltd v Ng Boon Ching*, the Court of Appeal upheld a three-year restraint given by the seller of an aesthetics-medicine practice [^claas-three-year]. The same decision confirms that a liquidated-damages clause attached to such a covenant is enforceable if it is a genuine pre-estimate of loss rather than a penalty [^claas-liquidated].
+
+## What if the employer wrongfully dismissed the employee? {#employer-breach}
+
+**Short answer.** The restraint may fall away. Under the principle in *General Billposting*, an employer who repudiates the contract — for example by dismissing the employee without the required notice — cannot then enforce the post-employment restraint, and the wrongfully dismissed employee is no longer bound by it [^hengxin-repudiation].
+
+The High Court applied this in *Hengxin Technology Ltd v Jiang Wei*, where an employer that had wrongfully terminated the employee without the required notice — a repudiatory breach — was held not entitled to enforce the restrictive covenant against him. The doctrine ties enforcement of the covenant to the employer's own performance: a party that has torn up the contract cannot selectively hold the other side to one of its clauses.
+
+"the House of Lords had held that a manager who was wrongfully dismissed without notice was entitled to treat the dismissal as a repudiation of the contract, sue for damages for breach and he was no longer bound by the covenant on restriction of trade."[^hengxin-repudiation]
+
+> [!NOTE]
+> **Practice note.**
+>
+> An employer that terminates abruptly — without giving contractual notice or paying in lieu — risks losing the very non-compete it is relying on. Before suing to enforce a restraint, confirm the termination was itself lawful, because a repudiatory breach by the employer can release the employee from the covenant [^hengxin-repudiation].
+
+## Is garden leave treated the same as a non-compete? {#garden-leave}
+
+**Short answer.** No. Garden leave is a restriction *during* employment, backed by the employee's continuing duty of fidelity, and a court assesses it more flexibly than a post-termination restraint. A non-compete that bites *after* employment ends is not assessed with the same flexibility as a garden-leave provision [^mano-garden-leave].
+
+In *Mano Vikrant Singh v Cargill TSF Asia Pte Ltd*, the Court of Appeal kept the two doctrines distinct. During the notice period the employee remains employed, still paid, and still bound by fidelity duties, so a negative covenant operating then rests on a different footing. Once employment ends, the restraint-of-trade doctrine applies in full force and the employer must satisfy the legitimate-interest and reasonableness requirements covered above.
+
+"Post termination employment restraints are thus not assessed with the same level of flexibility as garden leave provisions."[^mano-garden-leave]
+
+## Does a Singapore non-compete pause or extend if the employee breaches? {#tolling}
+
+**Short answer.** Singapore law has not addressed it. No Singapore decision holds that the restraint period tolls — pauses and then resumes — while a former employee is in breach or while litigation runs, so an automatic extension-on-breach clause is untested. What Singapore does offer instead is the *springboard* injunction, a separate equitable remedy that neutralises an unfair head-start rather than extending the covenant [^springboard-goh].
+
+This is an open question, and the practical answer is that an employer should not assume the clock stops while the employee competes. The covenant runs from the agreed start point. If the concern is that a departing employee has already used confidential information to gain an unfair advantage, the targeted remedy is not a longer non-compete but a *springboard* injunction.
+
+The *springboard* injunction, set out in *Goh Seng Heng v RSP Investments Pte Ltd*, restrains a competitor only for as long as needed to erase an advantage it unfairly obtained through misuse of confidential information [^springboard-goh]. It is temporal and remedial, aimed at the head-start, and it is not a device for tolling or lengthening the contractual restraint period.
+
+"The facts showed that the AM group had more than made out a prima facie case that confidential information had been misused by Dr Goh and Michelle to give an unfair advantage to Quikglow."[^springboard-goh]
+
+> [!CAUTION]
+> **Drafting note.**
+>
+> Do not rely on a clause that purports to extend the non-compete by the length of any breach. No Singapore authority validates tolling of the restraint period, so treat the stated duration as the maximum, and pursue a springboard injunction if the real problem is an unfair head-start from misused confidential information [^springboard-goh].
+
+## How is a Singapore non-compete enforced? {#enforcement-remedies}
+
+**Short answer.** Mainly by injunction — but only to enforce a covenant that is itself valid. The applicant must first show a serious question that the restraint is valid and enforceable, and that it has been or will be breached [^shopee-validity]; a signed non-compete does not get automatic interim enforcement merely because breach is alleged. Once validity is in view, a prohibitory injunction to restrain breach of a negative covenant is granted comparatively readily [^rga-injunction]. Money damages are also available in principle, but in practice they are hard to win because the employer must prove the loss its breach caused [^tky-damages].
+
+The primary remedy is an interim or final prohibitory injunction stopping the former employee from competing in breach of a valid covenant. For a negative covenant, an injunction is granted comparatively readily [^rga-injunction]. Where the real harm is an unfair head-start from misused confidential information, the employer can seek the *springboard* injunction discussed above, which lasts only as long as the unfair advantage persists [^q10-springboard].
+
+"When a defendant is about to breach, or has already breached, a negative covenant in a contract, an interim prohibitory injunction will readily be granted to restrain a prospective breach or a further breach, as the case may be."[^rga-injunction]
+
+Damages are the weaker tool. Even where an injunction issues, a claim for damages can fail for want of proof: in *Tan Kok Yong*, the employer recovered no damages because it could not show the link between the employee's breach and any loss it suffered [^tky-damages].
+
+## Are new MOM guidelines on non-competes coming? {#upcoming-guidance}
+
+**Short answer.** They are being discussed, but none is in force yet. In its March 2026 Committee of Supply statement, the Ministry of Manpower confirmed it was still discussing with its tripartite partners how and when restraint-of-trade clauses should be used, and that any guidelines will be based on principles the courts have already articulated [^mom-cos]. The Ministry first signalled this in January 2025 [^mom-pq], and as of June 2026 no guideline has been published. Until one is issued, the common-law framework set out above governs.
+
+The Ministry of Manpower, the National Trades Union Congress, and the Singapore National Employers Federation have signalled that tripartite guidelines are coming — likely addressing the use of restraints for lower-wage workers and in retrenchment scenarios — but the guidance has not been published and would, in any event, restate principles the courts already apply rather than override them.
+
+"The Ministry of Manpower is discussing with its tripartite partners – the National Trades Union Congress and the Singapore National Employers Federation – on how and when restrictive clauses in employment contracts can and should be used, based on established principles that the Courts have articulated."[^mom-pq]
+
+> [!NOTE]
+> **Practice note.**
+>
+> Do not draft to an anticipated tripartite guideline that does not yet exist. No MOM restraint-of-trade guideline is in force as of June 2026, so the enforceability of a Singapore non-compete still turns entirely on the common-law restraint-of-trade test, and any future guideline is expected to build on those same court-articulated principles [^mom-pq].
+
+[^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 Singapore. This article synthesizes Singapore primary law and is not legal advice from a Singapore-admitted attorney. This article is for informational purposes only and does not create an attorney-client relationship.
+
+[^mf-prima-facie-void]: **Man Financial (S) Pte Ltd v Wong Bark Chuan David** — "All interference with individual liberty of action in trading, and all restraints of trade of themselves, if there is nothing more, are contrary to public policy, and therefore void." *Man Financial (S) Pte Ltd v Wong Bark Chuan David [2007] SGCA 53; [2008] 1 SLR(R) 663.* <https://www.elitigation.sg/gdviewer/s/2007_SGCA_53>
+
+[^mf-interest-required]: **Man Financial (S) Pte Ltd v Wong Bark Chuan David** — "There must always – and this is a fundamental legal proposition in this particular area of the law – be a legitimate proprietary interest which the court will then seek to protect by way of the doctrine of restraint of trade" *Man Financial (S) Pte Ltd v Wong Bark Chuan David [2007] SGCA 53; [2008] 1 SLR(R) 663.* <https://www.elitigation.sg/gdviewer/s/2007_SGCA_53>
+
+[^mf-parties-public]: **Man Financial (S) Pte Ltd v Wong Bark Chuan David** — "To recapitulate, Clause C.1 must be reasonable not only as between the parties, but also in the interests of the public as well before it will be upheld by the court." *Man Financial (S) Pte Ltd v Wong Bark Chuan David [2007] SGCA 53; [2008] 1 SLR(R) 663.* <https://www.elitigation.sg/gdviewer/s/2007_SGCA_53>
+
+[^stratech-no-competition]: **Stratech Systems Ltd v Nyam Chiu Shin** — "The court will never uphold a covenant taken by an employer merely to protect himself from competition by a former employee." *Stratech Systems Ltd v Nyam Chiu Shin (alias Yan Qiuxin) [2005] SGCA 17; [2005] 2 SLR(R) 579.* <https://www.elitigation.sg/gd/s/2005_SGCA_17>
+
+[^mf-trade-connection]: **Man Financial (S) Pte Ltd v Wong Bark Chuan David** — "The second proprietary interest that is traditionally recognised as well as protected by the courts in the employment context is that of trade connection." *Man Financial (S) Pte Ltd v Wong Bark Chuan David [2007] SGCA 53; [2008] 1 SLR(R) 663.* <https://www.elitigation.sg/gdviewer/s/2007_SGCA_53>
+
+[^mf-no-competition]: **Man Financial (S) Pte Ltd v Wong Bark Chuan David** — "But an employer has no legitimate interest in preventing an employee, after leaving his service, from entering the service of a competitor merely on the ground that the new employer is a competitor." *Man Financial (S) Pte Ltd v Wong Bark Chuan David [2007] SGCA 53; [2008] 1 SLR(R) 663.* <https://www.elitigation.sg/gdviewer/s/2007_SGCA_53>
+
+[^firstcom-no-lpi]: **FirstCom Academy Pte Ltd v Oom Academy Pte Ltd** — "The Restraint of Trade Clauses in Mr Chew's and Ms Leong's LOAs are unenforceable on account of FCA failing to prove that it has a legitimate proprietary interest which ought to be protected by way of a restraint of trade clause." *FirstCom Academy Pte Ltd v Oom Academy Pte Ltd [2025] SGHC 266.* <https://www.elitigation.sg/gd/s/2025_SGHC_266>
+
+[^shopee-over-and-above]: **Shopee Singapore Pte Ltd v Lim Teck Yong** — "Where the protection of confidential information or trade secrets is already covered by another contractual clause, the covenantee will have to demonstrate that the restraint of trade clause in question covers a legitimate proprietary interest over and above the protection of confidential information or trade secrets." *Shopee Singapore Pte Ltd v Lim Teck Yong [2024] SGHC 29.* <https://www.elitigation.sg/gd/s/2024_SGHC_29>
+
+[^shopee-serious-doubts]: **Shopee Singapore Pte Ltd v Lim Teck Yong** — "As set out above, given that such an interest in the protection of confidential information is already protected elsewhere by the ECA, there are serious doubts that Shopee would be able to rely on such an interest in asserting the validity of the Non-Competition Restriction." *Shopee Singapore Pte Ltd v Lim Teck Yong [2024] SGHC 29.* <https://www.elitigation.sg/gd/s/2024_SGHC_29>
+
+[^ms-confidentiality]: **MoneySmart Singapore Pte Ltd v Artem Musienko** — "Further, any issue of confidentiality is already addressed and protected by the Confidentiality Clause." *MoneySmart Singapore Pte Ltd v Artem Musienko [2024] SGHC 94.* <https://www.elitigation.sg/gd/s/2024_SGHC_94>
+
+[^stratech-particularise]: **Stratech Systems Ltd v Nyam Chiu Shin** — "It follows from the foregoing that an employer must particularize the confidential information which he seeks to protect." *Stratech Systems Ltd v Nyam Chiu Shin (alias Yan Qiuxin) [2005] SGCA 17; [2005] 2 SLR(R) 579.* <https://www.elitigation.sg/gd/s/2005_SGCA_17>
+
+[^smile-indefinite]: **Smile Inc Dental Surgeons Pte Ltd v Lui Andrew Stewart** — "A restraint of trade that operates for an indefinite period of time is (absent the most exceptional circumstances, which are not present in this case) necessarily void and unenforceable." *Smile Inc Dental Surgeons Pte Ltd v Lui Andrew Stewart [2012] SGCA 39; [2012] 4 SLR 308.* <https://www.elitigation.sg/gd/s/2012_SGCA_39>
+
+[^tky-reasonable]: **Tan Kok Yong Steve v Itochu Singapore Pte Ltd** — "In summary, I find that the activity scope, geographical scope and temporal scope of the Non-Competition Undertaking to be reasonable as between the parties and is not against the public interest." *Tan Kok Yong Steve v Itochu Singapore Pte Ltd [2018] SGHC 85.* <https://www.elitigation.sg/gd/s/2018_SGHC_85>
+
+[^ms-cascading]: **MoneySmart Singapore Pte Ltd v Artem Musienko** — "It appears that the claimant will have multiple bites of the cherry in relation to determining the duration of the Non-Compete Clause." *MoneySmart Singapore Pte Ltd v Artem Musienko [2024] SGHC 94.* <https://www.elitigation.sg/gd/s/2024_SGHC_94>
+
+[^mf-blue-pencil]: **Man Financial (S) Pte Ltd v Wong Bark Chuan David** — "In other words, the court will not rewrite the contract for the parties." *Man Financial (S) Pte Ltd v Wong Bark Chuan David [2007] SGCA 53; [2008] 1 SLR(R) 663.* <https://www.elitigation.sg/gdviewer/s/2007_SGCA_53>
+
+[^ms-cascading-narrow]: **MoneySmart Singapore Pte Ltd v Artem Musienko** — "It appears that the claimant will have multiple bites of the cherry in relation to determining the duration of the Non-Compete Clause." *MoneySmart Singapore Pte Ltd v Artem Musienko [2024] SGHC 94.* <https://www.elitigation.sg/gd/s/2024_SGHC_94>
+
+[^claas-liberal]: **CLAAS Medical Centre Pte Ltd v Ng Boon Ching** — "These being the general principles applicable in this area of the law, we would, however, hasten to add that the courts take a more liberal approach when considering restrictive covenants in the context of a sale of business as compared to the situation where such a clause is contained in a contract of employment." *CLAAS Medical Centre Pte Ltd v Ng Boon Ching [2010] SGCA 3; [2010] 2 SLR 386.* <https://www.elitigation.sg/gd/s/2010_SGCA_3>
+
+[^claas-three-year]: **CLAAS Medical Centre Pte Ltd v Ng Boon Ching** — "These aforesaid considerations must be borne in mind when considering the reasonableness of the three-year period of restraint, which we find, with respect to the Judge, was not unreasonable." *CLAAS Medical Centre Pte Ltd v Ng Boon Ching [2010] SGCA 3; [2010] 2 SLR 386.* <https://www.elitigation.sg/gd/s/2010_SGCA_3>
+
+[^claas-no-further]: **CLAAS Medical Centre Pte Ltd v Ng Boon Ching** — "Moreover, even where a legitimate proprietary interest is shown, the court will ensure that the covenant in restraint of trade goes no further than what is necessary to protect the interest concerned." *CLAAS Medical Centre Pte Ltd v Ng Boon Ching [2010] SGCA 3; [2010] 2 SLR 386.* <https://www.elitigation.sg/gd/s/2010_SGCA_3>
+
+[^claas-liquidated]: **CLAAS Medical Centre Pte Ltd v Ng Boon Ching** — "Where parties stipulate in a contract the sum to be paid in the event of a breach, the contract sum is enforceable if it is a genuine pre-estimate of loss but not if it constitutes a penalty." *CLAAS Medical Centre Pte Ltd v Ng Boon Ching [2010] SGCA 3; [2010] 2 SLR 386.* <https://www.elitigation.sg/gd/s/2010_SGCA_3>
+
+[^hengxin-repudiation]: **Hengxin Technology Ltd v Jiang Wei** — "the House of Lords had held that a manager who was wrongfully dismissed without notice was entitled to treat the dismissal as a repudiation of the contract, sue for damages for breach and he was no longer bound by the covenant on restriction of trade." *Hengxin Technology Ltd v Jiang Wei [2009] SGHC 259.* <https://www.elitigation.sg/gd/s/2009_SGHC_259>
+
+[^mano-garden-leave]: **Mano Vikrant Singh v Cargill TSF Asia Pte Ltd** — "Post termination employment restraints are thus not assessed with the same level of flexibility as garden leave provisions." *Mano Vikrant Singh v Cargill TSF Asia Pte Ltd [2012] SGCA 42.* <https://www.elitigation.sg/gd/s/2012_SGCA_42>
+
+[^springboard-goh]: **Goh Seng Heng v RSP Investments Pte Ltd** — "The facts showed that the AM group had more than made out a prima facie case that confidential information had been misused by Dr Goh and Michelle to give an unfair advantage to Quikglow." *Goh Seng Heng v RSP Investments Pte Ltd [2016] SGHC 275; [2017] 3 SLR 657.* <https://www.elitigation.sg/gd/s/2016_SGHC_275>
+
+[^shopee-validity]: **Shopee Singapore Pte Ltd v Lim Teck Yong** — "In the context of a restraint of trade clause, the applicant must first show that the restraint of trade clause is valid and enforceable, in that it protects a legitimate interest of the applicant and in addition is reasonable in the interests of the parties and the public." *Shopee Singapore Pte Ltd v Lim Teck Yong [2024] SGHC 29.* <https://www.elitigation.sg/gd/s/2024_SGHC_29>
+
+[^rga-injunction]: **RGA Holdings International Inc v Loh Choon Phing Robin** — "When a defendant is about to breach, or has already breached, a negative covenant in a contract, an interim prohibitory injunction will readily be granted to restrain a prospective breach or a further breach, as the case may be." *RGA Holdings International Inc v Loh Choon Phing Robin [2017] SGCA 55.* <https://www.elitigation.sg/gd/s/2017_SGCA_55>
+
+[^tky-damages]: **Tan Kok Yong Steve v Itochu Singapore Pte Ltd** — "The Defendant has failed to produce any evidence to show the nexus between the Plaintiff's breach of the Non-Competition Undertaking and the loss, if any, suffered by the Defendant." *Tan Kok Yong Steve v Itochu Singapore Pte Ltd [2018] SGHC 85.* <https://www.elitigation.sg/gd/s/2018_SGHC_85>
+
+[^q10-springboard]: **Goh Seng Heng v RSP Investments Pte Ltd** — "There was also no doubt that Quikglow still enjoyed the unfair advantage which it had obtained as a result of these wrongs." *Goh Seng Heng v RSP Investments Pte Ltd [2016] SGHC 275; [2017] 3 SLR 657.* <https://www.elitigation.sg/gd/s/2016_SGHC_275>
+
+[^mom-cos]: **MOM SMS Speech at Committee of Supply 2026** — "We are discussing with tripartite partners on how and when restrictive clauses in employment contracts can and should be used, and the guidelines will be based on established principles that the Courts have articulated." *MOM, Speech by SMS for Manpower at the Committee of Supply 2026 (3 Mar 2026).* <https://www.mom.gov.sg/newsroom/speeches/2026/0303-sms-speech-for-cos-2026>
+
+[^mom-pq]: **MOM Written Answer to PQ on Tripartite Guidelines on Restraint of Trade Clauses** — "The Ministry of Manpower is discussing with its tripartite partners – the National Trades Union Congress and the Singapore National Employers Federation – on how and when restrictive clauses in employment contracts can and should be used, based on established principles that the Courts have articulated." *MOM, Written Answer to PQ on Tripartite Guidelines on Restraint of Trade Clauses in Employment Contracts (7 Jan 2025).* <https://www.mom.gov.sg/newsroom/parliament-questions-and-replies/2025/0107-written-answer-to-pq-on-tripartite-guidelines-on-restraint-of-trade-clauses>

package/skills/non-compete-contract-explainer/content/south-carolina.md

@@ -0,0 +1,226 @@
+---
+jurisdiction: "South Carolina"
+slug: south-carolina
+countryCode: US
+snapshotAsOf: "2026-06-08"
+lastReviewed: "2026-06-03"
+canonicalUrl: https://openagreements.org/legal/non-compete/south-carolina
+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/south-carolina · **Snapshot as of:** 2026-06-08 · License: CC BY 4.0 · © UseJunior
+
+# Non-Competes in South Carolina[^about]
+
+South Carolina enforces non-competes only when the restraint is reasonable under common law, strictly construes them against the employer, and will not blue-pencil an overbroad covenant.
+
+
+## At a glance
+
+| Question | South Carolina |
+| --- | --- |
+| **Are non-competes enforceable?** | Allowed if reasonable |
+| **Bottom line** | South Carolina has no non-compete statute and enforces a covenant only if it meets all five common-law reasonableness factors, strictly construes it against the employer, and will not blue-pencil or reform an overbroad covenant. |
+| **Main law or case** | Team IA, Inc. v. Lucas, 717 S.E.2d 103 (S.C. Ct. App. 2011) (five-factor test from Standard Register Co. v. Kerrigan) |
+| **Main exceptions** | Sale-of-business reviewed more leniently (Palmetto Mortuary); pending H.4767 physician-ban bill not enacted |
+| **Can a court narrow it?** | No |
+| **Applies to contractors?** | Unclear |
+| **Restriction extended during a breach?** | Points against it — extending past stated end date is against public policy (Stonhard) |
+| **Maximum length set by law** | No statutory cap |
+
+## Are employee non-compete agreements enforceable in South Carolina? {#employee-noncompetes}
+
+**Short answer.** Yes, sometimes. South Carolina has no general non-compete statute, so enforceability turns on common law: a covenant is upheld only if it is necessary to protect a legitimate interest, reasonably limited in time and place, not unduly harsh on the employee, reasonable as a matter of public policy, and supported by valuable consideration [^team-ia-five-factor-test][^kerrigan-restraint-of-trade].
+
+Because a non-compete is a restraint on trade that is against public policy, South Carolina courts disfavor these covenants [^kerrigan-restraint-of-trade]. The reasonableness analysis is rooted in *Standard Register Co. v. Kerrigan* and is applied today as a conjunctive list — every one of the five elements must be met or the covenant fails [^team-ia-five-factor-test].
+
+"A covenant not to compete will be upheld only if it is: (1) necessary for the protection of the legitimate interest of the employer; (2) reasonably limited in its operation with respect to time and place; (3) not unduly harsh and oppressive in curtailing the legitimate efforts of the employee to earn a livelihood; (4) reasonable from the standpoint of sound public policy; and (5) supported by valuable consideration."[^team-ia-five-factor-test]
+
+> [!NOTE]
+> **Practice note.**
+>
+> Do not assume South Carolina will trim an overbroad covenant down to something enforceable — as the dedicated question below explains, it will not. Because the five factors are conjunctive, a covenant that fails any single one of them is unenforceable [^team-ia-five-factor-test][^kerrigan-restraint-of-trade].
+
+## What legitimate business interests can support a South Carolina non-compete? {#protectable-interests}
+
+**Short answer.** The core interest that justifies a non-compete is the employer's customer relationships and goodwill. South Carolina separately enforces covenants protecting an employer's contractual relationships with its own employees, and it protects trade secrets by statute independent of any covenant [^kerrigan-customer-protection][^oxman-employee-nonsolicit][^trade-secrets-act-employee-duty].
+
+A restraint is reasonable when it is designed to protect the employer against the loss of customers the employee could divert; protecting against ordinary competition, untethered to such an interest, is not enough [^kerrigan-customer-protection]. South Carolina also recognizes an employer's interest in its relationships with its own employees: in *Oxman v. Sherman*, the court read a covenant as barring inducement of other employees to breach their contracts rather than as a blanket bar on hiring [^oxman-employee-nonsolicit].
+
+Trade secrets are protected by statute independent of any covenant. Under the *South Carolina Trade Secrets Act*, every employee who knows of an employer's trade secret has a duty to refrain from using or disclosing it, separate from and in addition to any written agreement [^trade-secrets-act-employee-duty]. That statutory protection endures until the secret is disclosed or discovered by proper means [^trade-secrets-act-endures].
+
+> [!CAUTION]
+> **Drafting note.**
+>
+> Do not rely on a non-compete to protect information that the *South Carolina Trade Secrets Act* already covers. A focused confidentiality and trade-secret strategy can reach misappropriation without the strict-construction risk that attaches to a covenant not to compete [^trade-secrets-act-employee-duty][^trade-secrets-act-endures].
+
+## How narrow must a customer non-solicitation covenant be in South Carolina? {#customer-non-solicitation}
+
+**Short answer.** It must be tied to the customers the employee actually dealt with. South Carolina enforces a customer non-solicitation covenant limited to customers the employee had contact with during a defined look-back period — and such a limit can even substitute for a geographic restriction — but a covenant barring solicitation of every customer on the employer's books advances no legitimate interest and is unenforceable [^vessel-personal-contact][^fournil-ordinary-competition].
+
+Federal courts applying South Carolina law draw the line at the employee's own customer relationships. In *Vessel Medical, Inc. v. Elliott*, the District of South Carolina upheld a non-solicitation covenant precisely because it reached only customers the employee had contact with during his last twelve months of employment [^vessel-personal-contact]. By contrast, *Fournil v. Turbeville Insurance Agency, Inc.* refused to enforce a covenant that also barred soliciting customers the employee had never serviced, because prohibiting those contacts protected no legitimate interest of the employer [^fournil-no-legitimate-interest]. The governing principle is that an employer may protect its customer relationships but may not enforce a covenant that simply prevents ordinary competition [^fournil-ordinary-competition].
+
+> [!CAUTION]
+> **Drafting note.**
+>
+> Do not write an *any customer on our books* non-solicitation clause. Limit the restriction to customers the departing employee actually serviced or contacted within a defined look-back period; a blanket customer ban is treated as an unenforceable restraint on ordinary competition rather than the protection of a legitimate interest [^vessel-personal-contact][^fournil-no-legitimate-interest].
+
+## Is continued at-will employment enough consideration for a South Carolina non-compete? {#continued-employment-consideration}
+
+**Short answer.** Not by itself. When a covenant is signed after employment has already begun, South Carolina requires separate, independent consideration — continued at-will employment alone is not enough [^poole-separate-consideration].
+
+*Poole v. Incentives Unlimited, Inc.* is the controlling rule. The court held that a covenant entered after the inception of employment needs new consideration beyond the continuation of at-will work [^poole-separate-consideration]. In *Poole* itself, the employee's duties, position, and salary were left unchanged after she signed, so there was nothing to supply that separate consideration [^poole-duties-unchanged].
+
+> [!NOTE]
+> **Practice note.**
+>
+> Do not ask a current employee to sign a non-compete on the strength of keeping the same job. Pair the covenant with genuine new consideration — a raise, bonus, promotion, or a change in status — and document it, because an unchanged role will not support the restraint [^poole-separate-consideration][^poole-duties-unchanged].
+
+## What duration and geographic scope are reasonable for a South Carolina non-compete? {#duration-geography}
+
+**Short answer.** There is no statutory cap; reasonableness is judged on the facts. The territory may be no broader than necessary to protect the employer's legitimate interest, and both time and place must independently be reasonably limited [^kerrigan-territorial-scope][^q4-team-ia-five-factor-test].
+
+Geography is tied to the employer's actual customer base. A territorial restriction is unreasonable when it sweeps in an area broader than necessary to protect the legitimate interest of the employer [^kerrigan-territorial-scope]. Because the test is conjunctive, each of time and place must be reasonable on its own; as a practical matter, a wide territory paired with a long duration is harder to defend than a restraint matched to where the employee actually worked and the customers the employee actually served [^q4-team-ia-five-factor-test].
+
+> [!CAUTION]
+> **Drafting note.**
+>
+> Do not copy a duration or radius from another state's form. Match the territory to the employee's real customer contacts and keep the time period to what the record can justify, because a South Carolina court will not narrow an overbroad scope to save the covenant [^kerrigan-territorial-scope][^q4-team-ia-five-factor-test].
+
+## Will a South Carolina court blue-pencil or narrow an overbroad non-compete? {#court-narrowing}
+
+**Short answer.** No. South Carolina is a strict no-blue-pencil, no-reformation jurisdiction: a court will not rewrite an unreasonable covenant, and the agreement must stand or fall on its own terms [^poynter-no-blue-pencil][^stonhard-no-reformation].
+
+In *Poynter Investments, Inc. v. Century Builders of Piedmont, Inc.*, the South Carolina Supreme Court held that the restrictions in a non-compete cannot be rewritten by a court or limited by the parties' later agreement, but must stand or fall on their own terms [^poynter-no-blue-pencil]. The court reversed an order that had purported to enforce the covenant on narrower terms than the parties wrote [^poynter-rewrite-error]. *Stonhard, Inc. v. Carolina Flooring Specialists, Inc.* refused to supply a missing territorial limitation, reasoning that adding a term the parties never negotiated would itself violate public policy [^stonhard-no-reformation].
+
+There is one narrow lever: an alternative, *already-drafted* fallback. In *Team IA, Inc. v. Lucas*, the Court of Appeals indicated that a narrower alternative territory written into the original agreement could remain enforceable even when the primary territory was overbroad — because the court would be enforcing language the parties actually agreed to, not inventing it [^team-ia-step-down].
+
+> [!CAUTION]
+> **Drafting note.**
+>
+> Do not rely on a savings clause asking a court to reduce an overbroad restraint to whatever is reasonable — South Carolina will not do it. Build tiered, severable, narrower alternatives directly into the agreement so a court has enforceable text to fall back on rather than a term it must create [^poynter-no-blue-pencil][^team-ia-step-down].
+
+## Are confidentiality and nondisclosure agreements treated like non-competes in South Carolina? {#confidentiality-ndas}
+
+**Short answer.** It depends on how broad they are. A genuine confidentiality or invention-assignment clause is not a restraint of trade and is not strictly construed against the employee — but an NDA that operates like a non-compete is judged like one [^milliken-not-restraint][^fay-functional-noncompete].
+
+In *Milliken & Co. v. Morin*, the South Carolina Supreme Court held that confidentiality and invention-assignment clauses are not in restraint of trade and should not be strictly construed in favor of the employee [^milliken-not-restraint]. Even so, those agreements are still restrictive covenants whose scope is subject to judicial review for reasonableness [^milliken-reasonableness-review].
+
+The line matters because a sweeping NDA can collapse into a functional non-compete. In *Fay v. Total Quality Logistics, LLC*, nondisclosure provisions that had the effect of a covenant not to compete required a reasonable time restriction like any other non-compete [^fay-functional-noncompete]. Because those provisions operated as non-competes with no reasonable time limit, they violated South Carolina public policy [^fay-no-time-limit].
+
+> [!CAUTION]
+> **Drafting note.**
+>
+> Do not draft an open-ended NDA that bars an employee from doing similar work indefinitely. If a nondisclosure provision functions as a non-compete, South Carolina courts apply non-compete scrutiny — including a reasonable time limit — and an unlimited duration can void it [^fay-functional-noncompete][^fay-no-time-limit].
+
+## Does South Carolina treat sale-of-business non-competes differently? {#sale-of-business}
+
+**Short answer.** Yes. A covenant tied to the sale of a business is scrutinized at a more relaxed level than an employment covenant, so broader restraints may be easier to defend [^palmetto-relaxed-scrutiny].
+
+In *Palmetto Mortuary Transport, Inc. v. Knight Systems, Inc.*, the South Carolina Supreme Court applied this relaxed standard to a covenant executed with an asset purchase [^palmetto-relaxed-scrutiny]. Reviewing the restraint under that standard, the court upheld the territorial restriction as reasonable and enforceable [^palmetto-enforced]. The rationale is that a buyer is paying for goodwill, and the seller bargained for the price that the covenant helps protect [^palmetto-relaxed-scrutiny].
+
+> [!NOTE]
+> **Practice note.**
+>
+> Do not assume the relaxed sale-of-business standard rescues an ordinary employment non-compete. The looser scrutiny applies because the covenant is part of a business sale; a covenant a worker signs as a condition of employment is still judged under the strict five-factor test [^palmetto-relaxed-scrutiny][^palmetto-enforced].
+
+## Does a South Carolina non-compete toll or extend during breach or litigation? {#tolling-extension}
+
+**Short answer.** South Carolina law points against it. In *Stonhard*, the Supreme Court held that extending a covenant's time period beyond its stated expiration would be against public policy, and no South Carolina decision endorses automatic judicial tolling during a breach [^stonhard-no-extension][^q8-team-ia-five-factor-test].
+
+The closest authority is *Stonhard, Inc. v. Carolina Flooring Specialists, Inc.*, which reasoned that judicially extending the restrained period would be arbitrary and would let a court disrupt the parties' private right to contract [^stonhard-no-extension]. That reflects the same strict-construction instinct behind South Carolina's no-reformation rule: a court will hold the parties to the period they wrote rather than lengthen it.
+
+A contractual tolling clause — language in the agreement that pauses the clock during a breach — is a different question that no surveyed South Carolina case squarely decides. Any such clause still has to satisfy the five-factor reasonableness test, and a clause that converts a fixed restraint into an open-ended one invites the same public-policy objection *Stonhard* raised [^q8-team-ia-five-factor-test].
+
+> [!NOTE]
+> **Practice note.**
+>
+> Open question: South Carolina has not clearly decided whether a contractual extension-on-breach clause is enforceable, and *Stonhard* rejects judicially extending a covenant past its stated end date. Draft any tolling provision as a separate, reasonable term tied to the duration of the breach, and do not assume a court will lengthen an expired covenant [^stonhard-no-extension][^q8-team-ia-five-factor-test].
+
+## Are physician and healthcare non-competes enforceable in South Carolina? {#physician-healthcare}
+
+**Short answer.** For now, yes, under the same common-law test — South Carolina has no enacted physician-specific ban, though a bill to void physician non-competes passed the House in 2026 and is pending in the Senate [^h4767-physician-bill][^q9-team-ia-five-factor-test].
+
+A physician non-compete is currently analyzed under the ordinary five-factor reasonableness test, with the public-interest factor — patient access to care — as a likely pressure point [^q9-team-ia-five-factor-test]. That could change. H.4767, the Physician Noncompete Contract Prohibition Act, would add a new chapter declaring that contracts with physicians containing noncompete clauses are against South Carolina public policy [^h4767-physician-bill]. As of this review the bill had passed the House and received a favorable Senate committee report, but it had not been enacted.
+
+The bill is physician-specific — not a general healthcare-worker ban — and it is not an absolute prohibition. It would still let an employer recoup documented relocation, signing, retention, and training costs from a physician who leaves within a set period, and it preserves the employer's ability to protect trade secrets and confidential information; its limits would apply only to contracts or renewals entered on or after its effective date [^h4767-physician-bill].
+
+> [!NOTE]
+> **Practice note.**
+>
+> Watch this bill, but do not treat it as law yet. H.4767 has not passed the Senate or been signed, so physician non-competes in South Carolina are still governed by common-law reasonableness; recheck the bill's status before relying on either the current rule or the proposed ban [^h4767-physician-bill][^q9-team-ia-five-factor-test].
+
+## Did the FTC's federal non-compete rule change South Carolina 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 South Carolina non-competes remain governed by South Carolina common law [^ryan-ftc-set-aside].
+
+*Ryan LLC v. Federal Trade Commission* 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 and held it would not be enforced or take effect [^ryan-ftc-set-aside]. That removes the federal rule as a nationwide overlay but does not make any particular South Carolina covenant enforceable — the common-law reasonableness test still controls.
+
+"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-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 South Carolina. This article synthesizes South Carolina primary law and is not legal advice from a South Carolina-admitted attorney. This article is for informational purposes only and does not create an attorney-client relationship.
+
+[^team-ia-five-factor-test]: **Team IA, Inc. v. Lucas** — "A covenant not to compete will be upheld only if it is: (1) necessary for the protection of the legitimate interest of the employer; (2) reasonably limited in its operation with respect to time and place; (3) not unduly harsh and oppressive in curtailing the legitimate efforts of the employee to earn a livelihood; (4) reasonable from the standpoint of sound public policy; and (5) supported by valuable consideration." *Team IA, Inc. v. Lucas, 395 S.C. 237, 717 S.E.2d 103 (Ct. App. 2011).* <https://www.courtlistener.com/opinion/2507693/team-ia-inc-v-lucas/#:~:text=A%20covenant%20not%20to%20compete,(5)%20supported%20by%20valuable%20consideration.>
+
+[^kerrigan-restraint-of-trade]: **Standard Register Co. v. Kerrigan** — "The reason that contracts against competition are held to be unenforceable unless they meet certain criteria, is that they constitute a restraint upon trade which is against public policy." *Standard Register Co. v. Kerrigan, 238 S.C. 54, 119 S.E.2d 533 (1961).* <https://www.courtlistener.com/opinion/1356432/standard-register-co-v-kerrigan/#:~:text=The%20reason%20that%20contracts%20against,which%20is%20against%20public%20policy.>
+
+[^kerrigan-customer-protection]: **Standard Register Co. v. Kerrigan** — "A restrictive covenant, therefore, is reasonable if it is designed to protect the employer against loss of his customers." *Standard Register Co. v. Kerrigan, 238 S.C. 54, 119 S.E.2d 533 (1961).* <https://www.courtlistener.com/opinion/1356432/standard-register-co-v-kerrigan/#:~:text=A%20restrictive%20covenant%2C%20therefore%2C%20is,against%20loss%20of%20his%20customers.>
+
+[^oxman-employee-nonsolicit]: **Oxman v. Sherman** — "We construe the first covenant mentioned as restraining appellant from seeking to induce any of respondents' employees to breach their contract of employment and not as preventing him from seeking the services of such employees so long as there is no interference with their contractual relations with respondents." *Oxman v. Sherman, 239 S.C. 218, 122 S.E.2d 559 (1961).* <https://www.courtlistener.com/opinion/1336916/oxman-v-sherman/#:~:text=We%20construe%20the%20first%20covenant,their%20contractual%20relations%20with%20respondents.>
+
+[^trade-secrets-act-employee-duty]: **S.C. Code Ann. § 39-8-30** — "Every employee who is informed of or should reasonably have known from the circumstances of the existence of any employer's trade secret has a duty to refrain from using or disclosing the trade secret without the employer's permission independently of and in addition to any written contract of employment, secrecy agreement, noncompete agreement, nondisclosure agreement, or other agreement between the employer and the employee." *S.C. Code Ann. § 39-8-30(B).* <https://www.scstatehouse.gov/code/t39c008.php>
+
+[^trade-secrets-act-endures]: **S.C. Code Ann. § 39-8-30** — "A trade secret endures and is protectable and enforceable until it is disclosed or discovered by proper means." *S.C. Code Ann. § 39-8-30(A).* <https://www.scstatehouse.gov/code/t39c008.php>
+
+[^vessel-personal-contact]: **Vessel Medical, Inc. v. Elliott** — "Here, Elliott is restricted from soliciting customers with whom he had contact during his last 12 months of employment and such covenants have withstood overbreadth challenges." *Vessel Med., Inc. v. Elliott, No. 6:15-cv-00330-MGL, 2015 U.S. Dist. LEXIS 122436 (D.S.C. Sept. 15, 2015).* <https://www.courtlistener.com/docket/5358739/vessel-medical-inc-v-elliott/#:~:text=Here%2C%20Elliott%20is%20restricted%20from,covenants%20have%20withstood%20overbreadth%20challenges.>
+
+[^fournil-ordinary-competition]: **Fournil v. Turbeville Insurance Agency, Inc.** — "An employer is not, however, entitled to enforce an agreement preventing ordinary competition." *Fournil v. Turbeville Ins. Agency, Inc., No. 3:07-cv-03836-JFA (D.S.C. Mar. 2, 2009).* <https://www.courtlistener.com/docket/4822524/fournil-v-turbeville-insurance-agency-inc/#:~:text=An%20employer%20is%20not%2C%20however%2C,an%20agreement%20preventing%20ordinary%20competition.>
+
+[^fournil-no-legitimate-interest]: **Fournil v. Turbeville Insurance Agency, Inc.** — "The magistrate found that prohibiting such contacts was not related to any legitimate interest of Turbeville, and this conclusion was well-founded." *Fournil v. Turbeville Ins. Agency, Inc., No. 3:07-cv-03836-JFA (D.S.C. Mar. 2, 2009).* <https://www.courtlistener.com/docket/4822524/fournil-v-turbeville-insurance-agency-inc/#:~:text=The%20magistrate%20found%20that%20prohibiting,and%20this%20conclusion%20was%20well%2Dfounded.>
+
+[^poole-separate-consideration]: **Poole v. Incentives Unlimited, Inc.** — "Therefore, we adopt the rule that when a covenant is entered into after the inception of employment, separate consideration, in addition to continued at-will employment, is necessary in order for the covenant to be enforceable." *Poole v. Incentives Unlimited, Inc., 345 S.C. 378, 548 S.E.2d 207 (2001).* <https://www.courtlistener.com/opinion/1328953/poole-v-incentives-unlimited-inc/#:~:text=Therefore%2C%20we%20adopt%20the%20rule,the%20covenant%20to%20be%20enforceable.>
+
+[^poole-duties-unchanged]: **Poole v. Incentives Unlimited, Inc.** — "In the instant case, Poole's duties, position, and salary were left unchanged." *Poole v. Incentives Unlimited, Inc., 345 S.C. 378, 548 S.E.2d 207 (2001).* <https://www.courtlistener.com/opinion/1328953/poole-v-incentives-unlimited-inc/#:~:text=In%20the%20instant%20case%2C%20Poole's,and%20salary%20were%20left%20unchanged.>
+
+[^kerrigan-territorial-scope]: **Standard Register Co. v. Kerrigan** — "Stated negatively, the territorial scope renders the restraint unreasonable if it covers an area broader than necessary to protect the legitimate interest of the employer." *Standard Register Co. v. Kerrigan, 238 S.C. 54, 119 S.E.2d 533 (1961).* <https://www.courtlistener.com/opinion/1356432/standard-register-co-v-kerrigan/#:~:text=Stated%20negatively%2C%20the%20territorial%20scope,legitimate%20interest%20of%20the%20employer.>
+
+[^q4-team-ia-five-factor-test]: **Team IA, Inc. v. Lucas** — "A covenant not to compete will be upheld only if it is: (1) necessary for the protection of the legitimate interest of the employer; (2) reasonably limited in its operation with respect to time and place; (3) not unduly harsh and oppressive in curtailing the legitimate efforts of the employee to earn a livelihood; (4) reasonable from the standpoint of sound public policy; and (5) supported by valuable consideration." *Team IA, Inc. v. Lucas, 395 S.C. 237, 717 S.E.2d 103 (Ct. App. 2011).* <https://www.courtlistener.com/opinion/2507693/team-ia-inc-v-lucas/#:~:text=A%20covenant%20not%20to%20compete,(5)%20supported%20by%20valuable%20consideration.>
+
+[^poynter-no-blue-pencil]: **Poynter Investments, Inc. v. Century Builders of Piedmont, Inc.** — "These cases stand for the proposition that, in South Carolina, the restrictions in a non-compete clause cannot be rewritten by a court or limited by the parties' agreement, but must stand or fall on their own terms." *Poynter Invs., Inc. v. Century Builders of Piedmont, Inc., 387 S.C. 583, 694 S.E.2d 15 (2010).* <https://www.courtlistener.com/opinion/1316178/poynter-investments-inc-v-century-builders-of-piedmont-inc/#:~:text=These%20cases%20stand%20for%20the,fall%20on%20their%20own%20terms.>
+
+[^stonhard-no-reformation]: **Stonhard, Inc. v. Carolina Flooring Specialists, Inc.** — "We hold, therefore, that the contract may not be reformed or blue-penciled so as to add an entirely new term to which neither of the parties agreed." *Stonhard, Inc. v. Carolina Flooring Specialists, Inc., 366 S.C. 156, 621 S.E.2d 352 (2005).* <https://www.courtlistener.com/opinion/1202971/stonhard-inc-v-carolina-flooring-specialists-inc/#:~:text=We%20hold%2C%20therefore%2C%20that%20the,neither%20of%20the%20parties%20agreed.>
+
+[^poynter-rewrite-error]: **Poynter Investments, Inc. v. Century Builders of Piedmont, Inc.** — "We reverse the order which purports to enforce a non-competition agreement on terms other than those agreed upon by the parties." *Poynter Invs., Inc. v. Century Builders of Piedmont, Inc., 387 S.C. 583, 694 S.E.2d 15 (2010).* <https://www.courtlistener.com/opinion/1316178/poynter-investments-inc-v-century-builders-of-piedmont-inc/#:~:text=We%20reverse%20the%20order%20which,agreed%20upon%20by%20the%20parties.>
+
+[^team-ia-step-down]: **Team IA, Inc. v. Lucas** — "However, we conclude the alternative territorial restriction contained in the parties' original agreement (South Carolina, North Carolina, Georgia, and Alabama) would remain valid and enforceable to the extent it is not overly broad after further development of the facts." *Team IA, Inc. v. Lucas, 395 S.C. 237, 717 S.E.2d 103 (Ct. App. 2011).* <https://www.courtlistener.com/opinion/2507693/team-ia-inc-v-lucas/#:~:text=However%2C%20we%20conclude%20the%20alternative,further%20development%20of%20the%20facts.>
+
+[^milliken-not-restraint]: **Milliken & Co. v. Morin** — "We therefore hold confidentiality and invention assignment clauses are not in restraint of trade and should not be strictly construed in favor of the employee." *Milliken & Co. v. Morin, 399 S.C. 23, 731 S.E.2d 288 (2012).* <https://www.courtlistener.com/opinion/8327160/milliken-co-v-morin/#:~:text=We%20therefore%20hold%20confidentiality%20and,in%20favor%20of%20the%20employee.>
+
+[^fay-functional-noncompete]: **Fay v. Total Quality Logistics, LLC** — "Because the nondisclosure provisions had the effect of a covenant not to compete, they required a reasonable time restriction like any other noncompete agreement." *Fay v. Total Quality Logistics, LLC, 419 S.C. 622, 799 S.E.2d 318 (Ct. App. 2017).* <https://www.courtlistener.com/opinion/8328279/fay-v-total-quality-logistics-llc/#:~:text=Because%20the%20nondisclosure%20provisions%20had,like%20any%20other%20noncompete%20agreement.>
+
+[^milliken-reasonableness-review]: **Milliken & Co. v. Morin** — "Nevertheless, these agreements are still restrictive covenants and public policy demands their scope be subject to judicial review for reasonableness." *Milliken & Co. v. Morin, 399 S.C. 23, 731 S.E.2d 288 (2012).* <https://www.courtlistener.com/opinion/8327160/milliken-co-v-morin/#:~:text=Nevertheless%2C%20these%20agreements%20are%20still,to%20judicial%20review%20for%20reasonableness.>
+
+[^fay-no-time-limit]: **Fay v. Total Quality Logistics, LLC** — "The nondisclosure provisions in paragraphs four and six operated as noncompete provisions with no reasonable time restriction, which violated the public policy of South Carolina." *Fay v. Total Quality Logistics, LLC, 419 S.C. 622, 799 S.E.2d 318 (Ct. App. 2017).* <https://www.courtlistener.com/opinion/8328279/fay-v-total-quality-logistics-llc/#:~:text=The%20nondisclosure%20provisions%20in%20paragraphs,public%20policy%20of%20South%20Carolina.>
+
+[^palmetto-relaxed-scrutiny]: **Palmetto Mortuary Transport, Inc. v. Knight Systems, Inc.** — "Non-compete covenants executed in conjunction with the sale of a business should be scrutinized at a more relaxed level than non-compete covenants executed in conjunction with employment contracts." *Palmetto Mortuary Transp., Inc. v. Knight Sys., Inc., 424 S.C. 444, 818 S.E.2d 724 (2018).* <https://www.courtlistener.com/opinion/8399125/palmetto-mortuary-transp-inc-v-knight-sys-inc/#:~:text=Non%2Dcompete%20covenants%20executed%20in%20conjunction,in%20conjunction%20with%20employment%20contracts.>
+
+[^palmetto-enforced]: **Palmetto Mortuary Transport, Inc. v. Knight Systems, Inc.** — "We hold the territorial restriction of the non-compete covenant is reasonable and enforceable, and we hold Knight's additional sustaining grounds are without merit." *Palmetto Mortuary Transp., Inc. v. Knight Sys., Inc., 424 S.C. 444, 818 S.E.2d 724 (2018).* <https://www.courtlistener.com/opinion/8399125/palmetto-mortuary-transp-inc-v-knight-sys-inc/#:~:text=We%20hold%20the%20territorial%20restriction,sustaining%20grounds%20are%20without%20merit.>
+
+[^stonhard-no-extension]: **Stonhard, Inc. v. Carolina Flooring Specialists, Inc.** — "Accordingly, any extension of the time period would be against public policy, because it would be arbitrary and set precedent allowing a court to disrupt a party's private right to contract." *Stonhard, Inc. v. Carolina Flooring Specialists, Inc., 366 S.C. 156, 621 S.E.2d 352 (2005).* <https://www.courtlistener.com/opinion/1202971/stonhard-inc-v-carolina-flooring-specialists-inc/#:~:text=Accordingly%2C%20any%20extension%20of%20the,party's%20private%20right%20to%20contract.>
+
+[^q8-team-ia-five-factor-test]: **Team IA, Inc. v. Lucas** — "A covenant not to compete will be upheld only if it is: (1) necessary for the protection of the legitimate interest of the employer; (2) reasonably limited in its operation with respect to time and place; (3) not unduly harsh and oppressive in curtailing the legitimate efforts of the employee to earn a livelihood; (4) reasonable from the standpoint of sound public policy; and (5) supported by valuable consideration." *Team IA, Inc. v. Lucas, 395 S.C. 237, 717 S.E.2d 103 (Ct. App. 2011).* <https://www.courtlistener.com/opinion/2507693/team-ia-inc-v-lucas/#:~:text=A%20covenant%20not%20to%20compete,(5)%20supported%20by%20valuable%20consideration.>
+
+[^h4767-physician-bill]: **H.4767, Physician Noncompete Contract Prohibition Act** — "Contracts with physicians containing noncompete clauses are considered interference with the establishment or maintenance of a patient's choice of physician and are against the public policy of the State of South Carolina." *H.4767, 126th Gen. Assemb., Reg. Sess. (S.C. 2026) (passed House Mar. 26, 2026; favorable Senate committee report May 5, 2026; not enacted).* <https://www.scstatehouse.gov/sess126_2025-2026/prever/4767_20260505.htm>
+
+[^q9-team-ia-five-factor-test]: **Team IA, Inc. v. Lucas** — "A covenant not to compete will be upheld only if it is: (1) necessary for the protection of the legitimate interest of the employer; (2) reasonably limited in its operation with respect to time and place; (3) not unduly harsh and oppressive in curtailing the legitimate efforts of the employee to earn a livelihood; (4) reasonable from the standpoint of sound public policy; and (5) supported by valuable consideration." *Team IA, Inc. v. Lucas, 395 S.C. 237, 717 S.E.2d 103 (Ct. App. 2011).* <https://www.courtlistener.com/opinion/2507693/team-ia-inc-v-lucas/#:~:text=A%20covenant%20not%20to%20compete,(5)%20supported%20by%20valuable%20consideration.>
+
+[^ryan-ftc-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.>