open-agreements 0.7.6 → 0.7.7

package/skills/non-compete-contract-explainer/content/west-virginia.md

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+---
+jurisdiction: "West Virginia"
+slug: west-virginia
+countryCode: US
+snapshotAsOf: "2026-06-08"
+lastReviewed: "2026-06-02"
+canonicalUrl: https://openagreements.org/legal/non-compete/west-virginia
+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/west-virginia · **Snapshot as of:** 2026-06-08 · License: CC BY 4.0 · © UseJunior
+
+# Non-Competes in West Virginia[^about]
+
+West Virginia uses the common-law Reddy reasonableness test for employee non-competes, a strict anti-blue-pencil rule, an independent-consideration requirement for mid-employment covenants, special treatment for non-piracy clauses, a physician statute, and more flexible review for sale-of-business covenants.
+
+
+## At a glance
+
+| Question | West Virginia |
+| --- | --- |
+| **Are non-competes enforceable?** | Allowed if reasonable |
+| **Bottom line** | West Virginia enforces employee non-competes under the common-law Reddy reasonableness test, but a facially unreasonable covenant is void with no judicial narrowing, and a physician statute caps medical covenants at one year and thirty miles. |
+| **Main law or case** | common law (Reddy v. Cmty. Health Found. of Man, 171 W. Va. 368 (1982)) |
+| **Main exceptions** | Physician covenants capped at one year/30 road miles and void on employer termination (W. Va. Code § 47-11E); sale-of-business lesser scrutiny; non-piracy clauses less restrictive |
+| **Can a court narrow it?** | No |
+| **Applies to contractors?** | Unclear |
+| **Restriction extended during a breach?** | Open question |
+| **Maximum length set by law** | No general statutory limit; physician covenants capped at 1 year |
+
+## Are employee non-compete agreements enforceable in West Virginia? {#employee-noncompetes}
+
+**Short answer.** Sometimes. West Virginia does not ban ordinary employee non-competes, but the employer must satisfy *Reddy* by showing a legitimate protectable interest and a restraint that is no greater than needed, does not impose undue hardship, and is not injurious to the public [^reddy-employee-rule-of-reason].
+
+The threshold is not protection from ordinary competition. The employer must identify assets that justify restraint, such as trade secrets, customer lists, customer goodwill, or unusual employer-funded training. *Reddy* puts the burden on the employer to show the interest and explain how the former employee can injure it [^reddy-employer-burden].
+
+General skills are not enough. In *Helms Boys*, the court refused to enforce a furniture-store manager covenant because supervisory, merchandising, purchasing, and advertising skills were general managerial skills rather than protectable employer interests [^helms-general-managerial-skills]. *Voorhees* applied the same point to public customer information and ordinary sales work [^voorhees-no-protectable-interest].
+
+Recent application points the same way. In *Special Services Bureau*, the court affirmed denial of enforcement after the employer failed at the protectable-interest gate, so a separate reasonableness analysis was unnecessary [^special-services-protectable-interest-gate].
+
+## Will West Virginia courts narrow an overbroad non-compete? {#court-narrowing}
+
+**Short answer.** Only after the covenant passes the first screen. West Virginia's signature trap is that a covenant unreasonable on its face is void, and the court will not rescue it by rewriting or partially enforcing it [^reddy-facially-unreasonable-void].
+
+*Reddy* allows tailoring only after a covenant is facially reasonable and the employer proves legitimate interests. If the restraint is facially excessive in time, territory, or apparent purpose, the covenant is out before the court reaches partial enforcement [^reddy-facially-unreasonable-void][^huntington-eye-no-partial-enforcement].
+
+"An employee covenant not to compete is unreasonable on its face if its time or area limitations are excessively broad, or where the covenant appears designed to intimidate employees rather than to protect the employer’s business, and a court should hold any such covenant void and unenforceable, and not undertake even a partial enforcement of it, bearing in mind, however, that a standard of ‘unreasonable on its face’ is to be distinguished from the standard of ‘reasonableness’ used in inquiries adopted by other authorities to address the minor instances of overbreadth to which restrictive covenants are naturally prone."[^huntington-eye-no-partial-enforcement]
+
+> [!CAUTION]
+> **Drafting note.**
+>
+> Do not draft a grasping West Virginia covenant on the assumption that a judge will fix it. The safer approach is to write the narrow restraint the employer can defend at signing, because facial overbreadth can make the covenant void rather than merely editable [^reddy-facially-unreasonable-void][^huntington-eye-no-partial-enforcement].
+
+## Does a West Virginia non-compete signed after employment starts need new consideration? {#mid-employment-consideration}
+
+**Short answer.** Yes. If employment began without a non-compete, a later covenant needs new, independent consideration; continued at-will employment alone is not enough under West Virginia law [^environmental-products-new-consideration].
+
+*Environmental Products* is the controlling West Virginia answer. The employee already had the same job, salary path, and generally available benefit plan when the covenant appeared, so the contract added limits without adding real employment benefits [^environmental-products-only-limitations].
+
+*Pemco* supplied the predecessor rule and reasoning: once the employment relationship exists without a covenant, a later non-compete must be a new contract supported by new consideration [^pemco-new-contract-new-consideration].
+
+> [!CAUTION]
+> **Drafting note.**
+>
+> For a mid-employment West Virginia covenant, document the separate consideration in the agreement itself. A raise, bonus, promotion, equity grant, term extension, or other benefit must be real and covenant-linked; merely continuing the job is the fact pattern *Environmental Products* rejected [^environmental-products-new-consideration][^environmental-products-only-limitations].
+
+## Are customer non-solicitation clauses enforceable in West Virginia? {#customer-nonsolicits}
+
+**Short answer.** Yes, if they are true non-piracy provisions and not disguised non-competes. *Wood v. Acordia* treats customer non-solicits as less restrictive than non-competes because they restrict solicitation or use of confidential information while allowing general competition [^wood-nonpiracy-definition].
+
+The practical distinction matters. A non-compete bars similar work in a time and territory; a non-piracy provision targets solicitation of the former employer's customers or use of confidential information. Because the restriction follows customers and information rather than a map, *Wood* says non-piracy clauses ordinarily do not include territorial limits [^wood-no-territorial-limits].
+
+Validity still depends on a three-factor test: a protectable business interest, a provision that reasonably and fairly protects it, and no unjust restriction on the employee's chosen business activity. The employer bears the first two burdens, while the employee bears the unjust-restriction burden [^wood-three-factor-test].
+
+## Does the restricted period toll or extend during a breach or lawsuit in West Virginia? {#tolling}
+
+**Short answer.** This is an open West Virginia question. The staged West Virginia appellate corpus does not contain a decision squarely deciding whether a court may extend a non-compete period for time spent in breach or litigation, or whether an extension-on-breach clause is enforceable.
+
+> [!NOTE]
+> **Practice note.**
+>
+> Treat tolling as unresolved and draft cautiously. *Reddy* says a facially unreasonable covenant is void [^reddy-tolling-facially-unreasonable], and *Huntington Eye* restates that courts should not undertake even partial enforcement of facially unreasonable employee covenants [^huntington-eye-tolling-no-partial-enforcement]. Those rules do not decide tolling, but they make judicially lengthening an expired restraint risky: a court that refuses to rewrite a grasping covenant may also resist adding time the parties did not validly supply. An express extension-on-breach clause is likewise a longer restraint, so it should independently satisfy *Reddy* reasonableness rather than being treated as automatic [^reddy-tolling-reasonableness-test].
+
+## What non-compete rules apply to West Virginia physicians? {#physician-rules}
+
+**Short answer.** West Virginia has a physician-specific statute. A physician employment non-compete is capped at one year and thirty road miles from the physician's primary practice location, and it is void and unenforceable if the employer terminates the physician's employment [^wv-47-11e-2-physician-limits][^wv-47-11e-2-employer-termination].
+
+The statute applies to written contracts between a physician and employer entered into, modified, renewed, or extended on or after July 1, 2017 [^wv-47-11e-5-applicability]. It defines covered covenants as restrictions on a physician's right to practice medicine in a West Virginia geographic area for a post-contract period or after employer termination [^wv-47-11e-1-definitions].
+
+The physician article preserves important alternatives. Unless the contract says otherwise, it does not limit provisions about employer property and patient records, repayment obligations, nondisclosure terms for confidential information and trade secrets, patient and employee non-solicits, liquidated damages, or other lawful provisions [^wv-47-11e-3-preserved-provisions].
+
+There are also statutory exemptions. The physician limits do not apply where the physician sold the practice or business to the employer, or to contracts between physicians who are shareholders, owners, partners, members, or directors of a health care practice, unless the contract provides otherwise [^wv-47-11e-4-exemptions].
+
+## Are sale-of-business non-competes treated differently in West Virginia? {#sale-of-business}
+
+**Short answer.** Yes. West Virginia applies reasonableness review to sale-of-business covenants, but with less scrutiny than employment covenants because the buyer is purchasing goodwill and the seller receives transaction value for the restraint [^weaver-lesser-scrutiny-sale][^weaver-sale-policy].
+
+*Weaver v. Ritchie* upheld a fifteen-year, fifty-mile restraint ancillary to the sale of an optometric practice, applying a sale-specific three-part inquiry: protection of the buyer, hardship on the seller, and public injury [^weaver-affirmed-injunction][^weaver-sale-three-part-test].
+
+The policy is different from employment. A sale covenant helps transfer goodwill and protect the price paid for the business; an employment covenant limits a person's ability to work after employment ends. That distinction is why West Virginia gives sale covenants more breathing room, but not unlimited enforcement [^weaver-sale-policy].
+
+## Are low-wage workers protected from non-competes in West Virginia? {#low-wage-workers}
+
+**Short answer.** There is no enacted West Virginia wage-threshold ban in the staged corpus. Low-wage protection instead comes through *Reddy*'s undue-hardship and public-interest prongs, plus the employer's burden to prove a legitimate protectable interest [^reddy-low-wage-undue-hardship].
+
+That means income level is not a standalone statutory cutoff the way it is in some states. It still matters factually. A restraint that makes an employee unable to earn a livelihood, while doing little to protect trade secrets, customer goodwill, or employer-funded training, is vulnerable under the same common-law reasonableness framework that governs other West Virginia employee covenants [^reddy-low-wage-undue-hardship][^helms-low-wage-general-skills].
+
+## Are trade-secret, NDA, and confidentiality tools available in West Virginia? {#trade-secrets-ndas}
+
+**Short answer.** Yes. West Virginia's Uniform Trade Secrets Act provides trade-secret remedies, allows attorney's fees in specified bad-faith or willful-malicious cases, and preserves contractual remedies while displacing conflicting tort, restitutionary, and other civil law for trade-secret misappropriation [^wv-47-22-4-attorney-fees][^wv-47-22-7-preserved-contract-remedies].
+
+For physicians, the non-compete statute expressly preserves nondisclosure provisions relating to confidential information and trade secrets, plus patient and employee non-solicits, unless the contract says otherwise [^wv-47-11e-3-nda-nonsolicit-preserved].
+
+For non-physician employees, ordinary contract and trade-secret tools are often cleaner than a work ban. *Reddy* identifies trade secrets and customer lists as classic protectable interests, but a confidentiality covenant should still be tied to actual confidential information rather than used as a practical non-compete [^reddy-trade-secrets-customer-lists].
+
+[^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 West Virginia. This article synthesizes West Virginia primary law and is not legal advice from a West Virginia-admitted attorney. This article is for informational purposes only and does not create an attorney-client relationship.
+
+[^reddy-employee-rule-of-reason]: **Reddy v. Community Health Foundation of Man** — "The three-dimensional method of inquiry has been summarized in a leading article: ‘A restraint is reasonable only if it (1) is no greater than is required for the protection of the employer, (2) does not impose undue hardship on the employee, and (3) is not injurious to the public,’ H.M. Blake, ‘Employee Agreements Not to Compete,’ supra, at 648." *Reddy v. Cmty. Health Found. of Man, 171 W. Va. 368, 298 S.E.2d 906 (1982).* <https://www.courtlistener.com/opinion/1309110/reddy-v-community-health-foundation-of-man/#:~:text=The%20three%2Ddimensional%20method%20of%20inquiry,to%20Compete%2C%E2%80%9D%20supra%2C%20at%20648.>
+
+[^reddy-employer-burden]: **Reddy v. Community Health Foundation of Man** — "The employer must first show that he has an interest requiring protection." *Reddy v. Cmty. Health Found. of Man, 171 W. Va. 368, 298 S.E.2d 906 (1982).* <https://www.courtlistener.com/opinion/1309110/reddy-v-community-health-foundation-of-man/#:~:text=The%20employer%20must%20first%20show,has%20an%20interest%20requiring%20protection.>
+
+[^helms-general-managerial-skills]: **Helms Boys, Inc. v. Brady** — "When the skills and information acquired by a former employee are of a general managerial nature, such as supervisory, merchandising, purchasing and advertising skills and information, a restrictive covenant in an employment contract will not be enforced because such skills are not protectible employer interests." *Helms Boys, Inc. v. Brady, 171 W. Va. 66, 297 S.E.2d 840 (1982).* <https://www.courtlistener.com/opinion/1356394/helms-boys-inc-v-brady/#:~:text=When%20the%20skills%20and%20information,are%20not%20protectible%20employer%20interests.>
+
+[^voorhees-no-protectable-interest]: **Voorhees v. Guyan Machinery Co.** — "In such circumstances, any information to which Mr. Voorhees was privy as a result of his position at Guyan Machinery was not subject to protection by the restrictive covenant." *Voorhees v. Guyan Mach. Co., 191 W. Va. 450, 446 S.E.2d 672 (1994).* <https://www.courtlistener.com/opinion/1347675/voorhees-v-guyan-machinery-co/#:~:text=In%20such%20circumstances%2C%20any%20information,protection%20by%20the%20restrictive%20covenant.>
+
+[^special-services-protectable-interest-gate]: **Special Services Bureau, Inc. v. Friend** — "The circuit court’s consideration of the reasonableness of the covenant was not necessary after the court found that the covenant failed on other grounds." *Special Servs. Bureau, Inc. v. Friend, No. 18-0478 (W. Va. Sept. 9, 2019) (mem. decision).* <https://www.courtlistener.com/opinion/4659311/special-services-bureau-inc-v-stacey-elizabeth-friend/#:~:text=The%20circuit%20court%E2%80%99s%20consideration%20of,covenant%20failed%20on%20other%20grounds.>
+
+[^reddy-facially-unreasonable-void]: **Reddy v. Community Health Foundation of Man** — "If the covenant is unreasonable on its face, then it is utterly void and unenforceable." *Reddy v. Cmty. Health Found. of Man, 171 W. Va. 368, 298 S.E.2d 906 (1982).* <https://www.courtlistener.com/opinion/1309110/reddy-v-community-health-foundation-of-man/#:~:text=If%20the%20covenant%20is%20unreasonable,is%20utterly%20void%20and%20unenforceable.>
+
+[^huntington-eye-no-partial-enforcement]: **Huntington Eye Associates, Inc. v. LoCascio** — "An employee covenant not to compete is unreasonable on its face if its time or area limitations are excessively broad, or where the covenant appears designed to intimidate employees rather than to protect the employer’s business, and a court should hold any such covenant void and unenforceable, and not undertake even a partial enforcement of it, bearing in mind, however, that a standard of ‘unreasonable on its face’ is to be distinguished from the standard of ‘reasonableness’ used in inquiries adopted by other authorities to address the minor instances of overbreadth to which restrictive covenants are naturally prone." *Huntington Eye Assocs., Inc. v. LoCascio, 210 W. Va. 76, 553 S.E.2d 773 (2001).* <https://www.courtlistener.com/opinion/1298767/huntington-eye-associates-inc-v-locascio/#:~:text=An%20employee%20covenant%20not%20to,restrictive%20covenants%20are%20naturally%20prone.>
+
+[^environmental-products-new-consideration]: **Environmental Products Co. v. Duncan** — "If a covenant not to compete is contracted after employment has been commenced without restriction, there must be new consideration to support it." *Env't Prods. Co. v. Duncan, 168 W. Va. 349, 285 S.E.2d 889 (1981).* <https://www.courtlistener.com/opinion/8217635/environmental-products-co-v-duncan/#:~:text=If%20a%20covenant%20not%20to,new%20consideration%20to%20support%20it.>
+
+[^environmental-products-only-limitations]: **Environmental Products Co. v. Duncan** — "His contract, therefore, did not alter any benefits, conditions or terms of employment; it only imposed limitations." *Env't Prods. Co. v. Duncan, 168 W. Va. 349, 285 S.E.2d 889 (1981).* <https://www.courtlistener.com/opinion/8217635/environmental-products-co-v-duncan/#:~:text=His%20contract%2C%20therefore%2C%20did%20not,employment%3B%20it%20only%20imposed%20limitations.>
+
+[^pemco-new-contract-new-consideration]: **Pemco Corp. v. Rose** — "We believe Virginia’s highest court would probably follow the holding in Kistler that when the relationship of employer and employee is established without a restrictive covenant not to compete, any agreement thereafter not to compete, must be in the nature of a new contract based upon a new consideration." *Pemco Corp. v. Rose, 163 W. Va. 420, 257 S.E.2d 885 (1979).* <https://www.courtlistener.com/opinion/8217515/pemco-corp-v-rose/#:~:text=We%20believe%20Virginia%E2%80%99s%20highest%20court,based%20upon%20a%20new%20consideration.>
+
+[^wood-nonpiracy-definition]: **Wood v. Acordia of West Virginia, Inc.** — "Accordingly, this Court holds that whereas a covenant not to compete in an employment agreement between an employer and an employee restricts the employee from engaging in business similar to that of the employer within a designated time and territory after the employment should cease, a non-piracy provision, also known as a non-solicitation or hands-off provision, in an employment agreement, restricts the employee, should the employment cease, from soliciting the employer's customers or making use of the employer's confidential information." *Wood v. Acordia of W. Va., Inc., 217 W. Va. 406, 618 S.E.2d 415 (2005).* <https://www.courtlistener.com/opinion/1289040/wood-v-acordia-of-west-virginia-inc/#:~:text=Accordingly%2C%20this%20Court%20holds%20that,of%20the%20employer's%20confidential%20information.>
+
+[^wood-no-territorial-limits]: **Wood v. Acordia of West Virginia, Inc.** — "Although both covenants not to compete and non-piracy provisions are utilized to safeguard an employer's protectable business interests, non-piracy provisions, which ordinarily do not include territorial limits, are less restrictive on the employee and the economic forces of the marketplace." *Wood v. Acordia of W. Va., Inc., 217 W. Va. 406, 618 S.E.2d 415 (2005).* <https://www.courtlistener.com/opinion/1289040/wood-v-acordia-of-west-virginia-inc/#:~:text=Although%20both%20covenants%20not%20to,economic%20forces%20of%20the%20marketplace.>
+
+[^wood-three-factor-test]: **Wood v. Acordia of West Virginia, Inc.** — "In addition, we hold that although a non-piracy provision in an employment agreement may appear reasonable on its face when viewed within the four corners of the agreement, the ultimate validity of such a provision is dependent upon: (1) whether the employer has a protectable business interest to be safeguarded in relation to the employee, (2) the extent to which the non-piracy provision reasonably and fairly protects that interest and (3) whether the non-piracy provision unjustly restricts the employee from engaging in the business activity he or she seeks to pursue." *Wood v. Acordia of W. Va., Inc., 217 W. Va. 406, 618 S.E.2d 415 (2005).* <https://www.courtlistener.com/opinion/1289040/wood-v-acordia-of-west-virginia-inc/#:~:text=In%20addition%2C%20we%20hold%20that,or%20she%20seeks%20to%20pursue.>
+
+[^reddy-tolling-facially-unreasonable]: **Reddy v. Community Health Foundation of Man** — "If the covenant is unreasonable on its face, then it is utterly void and unenforceable." *Reddy v. Cmty. Health Found. of Man, 171 W. Va. 368, 298 S.E.2d 906 (1982).* <https://www.courtlistener.com/opinion/1309110/reddy-v-community-health-foundation-of-man/#:~:text=If%20the%20covenant%20is%20unreasonable,is%20utterly%20void%20and%20unenforceable.>
+
+[^huntington-eye-tolling-no-partial-enforcement]: **Huntington Eye Associates, Inc. v. LoCascio** — "An employee covenant not to compete is unreasonable on its face if its time or area limitations are excessively broad, or where the covenant appears designed to intimidate employees rather than to protect the employer’s business, and a court should hold any such covenant void and unenforceable, and not undertake even a partial enforcement of it, bearing in mind, however, that a standard of ‘unreasonable on its face’ is to be distinguished from the standard of ‘reasonableness’ used in inquiries adopted by other authorities to address the minor instances of overbreadth to which restrictive covenants are naturally prone." *Huntington Eye Assocs., Inc. v. LoCascio, 210 W. Va. 76, 553 S.E.2d 773 (2001).* <https://www.courtlistener.com/opinion/1298767/huntington-eye-associates-inc-v-locascio/#:~:text=An%20employee%20covenant%20not%20to,restrictive%20covenants%20are%20naturally%20prone.>
+
+[^reddy-tolling-reasonableness-test]: **Reddy v. Community Health Foundation of Man** — "The three-dimensional method of inquiry has been summarized in a leading article: ‘A restraint is reasonable only if it (1) is no greater than is required for the protection of the employer, (2) does not impose undue hardship on the employee, and (3) is not injurious to the public,’ H.M. Blake, ‘Employee Agreements Not to Compete,’ supra, at 648." *Reddy v. Cmty. Health Found. of Man, 171 W. Va. 368, 298 S.E.2d 906 (1982).* <https://www.courtlistener.com/opinion/1309110/reddy-v-community-health-foundation-of-man/#:~:text=The%20three%2Ddimensional%20method%20of%20inquiry,to%20Compete%2C%E2%80%9D%20supra%2C%20at%20648.>
+
+[^wv-47-11e-2-physician-limits]: **W. Va. Code § 47-11E-2** — "A covenant not to compete contained in a contract between a physician and an employer shall be limited to not more than: (1) One year in duration; and (2) Thirty road miles from the physician’s primary place of practice with the employer." *W. Va. Code § 47-11E-2.* <https://code.wvlegislature.gov/47-11E-2/>
+
+[^wv-47-11e-2-employer-termination]: **W. Va. Code § 47-11E-2** — "A covenant not to compete shall be void and unenforceable upon the termination of the physician’s employment by the employer." *W. Va. Code § 47-11E-2.* <https://code.wvlegislature.gov/47-11E-2/>
+
+[^wv-47-11e-5-applicability]: **W. Va. Code § 47-11E-5** — "This article applies to any contract between a physician and his or her employer entered into, modified, renewed or extended on or after July 1, 2017: Provided, That the provisions of this article do not otherwise apply to or abrogate any contract in effect on or before June 30, 2017." *W. Va. Code § 47-11E-5.* <https://code.wvlegislature.gov/47-11E-5/>
+
+[^wv-47-11e-1-definitions]: **W. Va. Code § 47-11E-1** — "Covenant not to compete’ means any contract that restricts the right of a physician to practice medicine in any geographic area of the state for any period of time following the expiration of the physician’s contract with his or her employer, or upon the termination of the physician’s contract by the physician’s employer." *W. Va. Code § 47-11E-1.* <https://code.wvlegislature.gov/47-11E-1/>
+
+[^wv-47-11e-3-preserved-provisions]: **W. Va. Code § 47-11E-3** — "Provided that the contract does not state otherwise, nothing in this article limits the enforceability of: (1) Provisions prohibiting a physician from taking any property, patient lists or records of the employer with him or her upon the termination or expiration of the contract; (2) Provisions requiring a physician to repay an employer all or a portion of: (A) A loan; (B) Relocation expenses; (C) A signing bonus; (D) Remuneration to induce the physician to relocate or establish a physician practice in a specific geographic area; or (E) Recruiting, education and training expenses; (3) A nondisclosure provision relating to confidential information and trade secrets; (4) A nonsolicitation provision with respect to patients and employees of the employer; (5) A provision for liquidated damages; or (6) Any other provision of a contract that is not in violation of law." *W. Va. Code § 47-11E-3.* <https://code.wvlegislature.gov/47-11E-3/>
+
+[^wv-47-11e-4-exemptions]: **W. Va. Code § 47-11E-4** — "The limitations set forth in this article do not apply to any of the following unless the contract terms provide otherwise: (1) In the case where the physician has sold his or her business or practice in the form of a sale of assets, stock, membership interests or otherwise to his or her employer; or (2) To contracts between physicians who are shareholders, owners, partners, members or directors of a health care practice." *W. Va. Code § 47-11E-4.* <https://code.wvlegislature.gov/47-11E-4/>
+
+[^weaver-lesser-scrutiny-sale]: **Weaver v. Ritchie** — "Because the motivation and purpose of the restrictive covenant embraced in a sales agreement are substantially different from a covenant in an employment agreement, the rule of reason is applied with a lesser scrutiny in a sales contract than the covenant ancillary to an employment agreement." *Weaver v. Ritchie, 197 W. Va. 690, 478 S.E.2d 363 (1996).* <https://www.courtlistener.com/opinion/1328666/weaver-v-ritchie/#:~:text=Because%20the%20motivation%20and%20purpose,ancillary%20to%20an%20employment%20agreement.>
+
+[^weaver-sale-policy]: **Weaver v. Ritchie** — "A restriction imposed upon the seller of a business affords a person the freedom to sell something that has been acquired by virtue of their labor, skill or talent at the highest possible price." *Weaver v. Ritchie, 197 W. Va. 690, 478 S.E.2d 363 (1996).* <https://www.courtlistener.com/opinion/1328666/weaver-v-ritchie/#:~:text=A%20restriction%20imposed%20upon%20the,at%20the%20highest%20possible%20price.>
+
+[^weaver-affirmed-injunction]: **Weaver v. Ritchie** — "After a bench trial of several days, the trial court made findings of fact and conclusions of law holding that the covenant was valid and enforceable and entered a permanent injunction enjoining the appellant from practicing optometry within an area measured by a radius of fifty (50) miles from Vienna, West Virginia, and for a period of fifteen (15) years after the date of the sale. We affirm." *Weaver v. Ritchie, 197 W. Va. 690, 478 S.E.2d 363 (1996).* <https://www.courtlistener.com/opinion/1328666/weaver-v-ritchie/#:~:text=After%20a%20bench%20trial%20of,of%20the%20sale.%20We%20affirm.>
+
+[^weaver-sale-three-part-test]: **Weaver v. Ritchie** — "To determine if a covenant not to compete ancillary to a sale of a business is reasonable we use a three-part inquiry: A covenant not to compete is reasonable only if it (1) is no greater than is required for the protection of the buyer; (2) does not impose an undue hardship upon the seller, and (3) is not injurious to the public." *Weaver v. Ritchie, 197 W. Va. 690, 478 S.E.2d 363 (1996).* <https://www.courtlistener.com/opinion/1328666/weaver-v-ritchie/#:~:text=To%20determine%20if%20a%20covenant,not%20injurious%20to%20the%20public.>
+
+[^reddy-low-wage-undue-hardship]: **Reddy v. Community Health Foundation of Man** — "The three-dimensional method of inquiry has been summarized in a leading article: ‘A restraint is reasonable only if it (1) is no greater than is required for the protection of the employer, (2) does not impose undue hardship on the employee, and (3) is not injurious to the public,’ H.M. Blake, ‘Employee Agreements Not to Compete,’ supra, at 648." *Reddy v. Cmty. Health Found. of Man, 171 W. Va. 368, 298 S.E.2d 906 (1982).* <https://www.courtlistener.com/opinion/1309110/reddy-v-community-health-foundation-of-man/#:~:text=The%20three%2Ddimensional%20method%20of%20inquiry,to%20Compete%2C%E2%80%9D%20supra%2C%20at%20648.>
+
+[^helms-low-wage-general-skills]: **Helms Boys, Inc. v. Brady** — "When the skills and information acquired by a former employee are of a general managerial nature, such as supervisory, merchandising, purchasing and advertising skills and information, a restrictive covenant in an employment contract will not be enforced because such skills are not protectible employer interests." *Helms Boys, Inc. v. Brady, 171 W. Va. 66, 297 S.E.2d 840 (1982).* <https://www.courtlistener.com/opinion/1356394/helms-boys-inc-v-brady/#:~:text=When%20the%20skills%20and%20information,are%20not%20protectible%20employer%20interests.>
+
+[^wv-47-22-4-attorney-fees]: **W. Va. Code § 47-22-4** — "If (a) a claim of misappropriation is made in bad faith, or (b) a motion to terminate an injunction is made or resisted in bad faith, or (c) willful and malicious misappropriation occurs, the court may award reasonable attorney's fees to the prevailing party." *W. Va. Code § 47-22-4.* <https://code.wvlegislature.gov/47-22-4/>
+
+[^wv-47-22-7-preserved-contract-remedies]: **W. Va. Code § 47-22-7** — "Except as provided in subsection (b), of this section, this article displaces conflicting tort, restitutionary and other law of this state providing civil remedies for misappropriation of a trade secret. (b) This article does not affect: (1) Contractual remedies, whether or not based upon misappropriation of a trade secret; (2) Other civil remedies that are not based upon misappropriation of a trade secret; or (3) Criminal remedies, whether or not based upon misappropriation of a trade secret." *W. Va. Code § 47-22-7.* <https://code.wvlegislature.gov/47-22-7/>
+
+[^wv-47-11e-3-nda-nonsolicit-preserved]: **W. Va. Code § 47-11E-3** — "Provided that the contract does not state otherwise, nothing in this article limits the enforceability of: (1) Provisions prohibiting a physician from taking any property, patient lists or records of the employer with him or her upon the termination or expiration of the contract; (2) Provisions requiring a physician to repay an employer all or a portion of: (A) A loan; (B) Relocation expenses; (C) A signing bonus; (D) Remuneration to induce the physician to relocate or establish a physician practice in a specific geographic area; or (E) Recruiting, education and training expenses; (3) A nondisclosure provision relating to confidential information and trade secrets; (4) A nonsolicitation provision with respect to patients and employees of the employer; (5) A provision for liquidated damages; or (6) Any other provision of a contract that is not in violation of law." *W. Va. Code § 47-11E-3.* <https://code.wvlegislature.gov/47-11E-3/>
+
+[^reddy-trade-secrets-customer-lists]: **Reddy v. Community Health Foundation of Man** — "Trade secrets are very unlikely to have been paid for, and this is reflected by the reluctance of courts to permit their use by former employees in the competitive market. Customer lists, too, are seldom paid for, and courts are therefore reluctant to permit their competitive use." *Reddy v. Cmty. Health Found. of Man, 171 W. Va. 368, 298 S.E.2d 906 (1982).* <https://www.courtlistener.com/opinion/1309110/reddy-v-community-health-foundation-of-man/#:~:text=Trade%20secrets%20are%20very%20unlikely,to%20permit%20their%20competitive%20use.>

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

@@ -0,0 +1,293 @@
+---
+jurisdiction: "Wisconsin"
+slug: wisconsin
+countryCode: US
+snapshotAsOf: "2026-06-08"
+lastReviewed: "2026-06-03"
+canonicalUrl: https://openagreements.org/legal/non-compete/wisconsin
+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/wisconsin · **Snapshot as of:** 2026-06-08 · License: CC BY 4.0 · © UseJunior
+
+# Non-Competes in Wisconsin[^about]
+
+A question-by-question summary of Wisconsin non-compete law under Wis. Stat. § 103.465, including the five-factor reasonableness test, the no-blue-pencil rule, divisibility of separate covenants, employee and customer non-solicitation, consideration, tolling and extension-during-breach clauses, choice of law, the 2025-26 legislative attempts, and trade-secret alternatives.
+
+
+## At a glance
+
+| Question | Wisconsin |
+| --- | --- |
+| **Are non-competes enforceable?** | Allowed if reasonable |
+| **Bottom line** | Wisconsin enforces employee non-competes only if they are reasonably necessary to protect a legitimate employer interest under a demanding five-factor test, and an overbroad covenant is voided in full because courts will not blue-pencil it. |
+| **Main law or case** | Wis. Stat. § 103.465 |
+| **Main exceptions** | Sale-of-business/equity covenants judged under common-law rule of reason; lawyers barred (SCR 20:5.6) |
+| **Can a court narrow it?** | No |
+| **Applies to contractors?** | Unclear |
+| **Restriction extended during a breach?** | No — an extension-during-breach clause voids the entire covenant (H&R Block v. Swenson) |
+| **Maximum length set by law** | No statutory limit |
+
+## Are employee non-compete agreements enforceable in Wisconsin? {#employee-noncompetes}
+
+**Short answer.** Yes, but only if they are reasonably necessary to protect a legitimate employer interest. Wisconsin is not a ban state, yet Wis. Stat. § 103.465 makes a restrictive covenant lawful and enforceable *only if* the restrictions imposed are reasonably necessary for the protection of the employer, and the courts apply a demanding five-factor test that an overbroad covenant fails [^q1-103465-core][^q1-star-direct-test].
+
+Wisconsin enforces employee non-competes, but it is a notably employee-protective reasonableness state. The governing statute, Wis. Stat. § 103.465, starts from the premise that a covenant is enforceable only when it is no broader than necessary to protect the employer.
+
+"A covenant by an assistant, servant or agent not to compete with his or her employer or principal during the term of the employment or agency, or after the termination of that employment or agency, within a specified territory and during a specified time is lawful and enforceable only if the restrictions imposed are reasonably necessary for the protection of the employer or principal."[^q1-103465-core]
+
+The Wisconsin Supreme Court has distilled that standard into five prerequisites, every one of which a covenant must satisfy. A failure on any single factor is fatal.
+
+"A restrictive covenant must: (1) be necessary for the protection of the employer, that is, the employer must have a protectable interest justifying the restriction imposed on the activity of the employee; (2) provide a reasonable time limit; (3) provide a reasonable territorial limit; (4) not be harsh or oppressive as to the employee; and (5) not be contrary to public policy."[^q1-star-direct-test]
+
+The practical consequence, explored in the questions below, is that drafting precision matters more in Wisconsin than in most states: a covenant that reaches even slightly too far is not narrowed by the court — it is struck down in full.
+
+## Can a Wisconsin court blue-pencil or narrow an overbroad non-compete? {#blue-pencil}
+
+**Short answer.** No. Wis. Stat. § 103.465 declares that a covenant imposing an unreasonable restraint is void and unenforceable *even as to any part* that would have been a reasonable restraint, so Wisconsin courts do not rewrite, narrow, or blue-pencil an overbroad covenant. The Court of Appeals has confirmed that a contractual modification or savings clause cannot rescue a covenant that violates the statute [^q2-103465-void][^q2-diamond-modification].
+
+This is the defining feature of Wisconsin restrictive-covenant law. In most reasonableness states a court can trim an overbroad covenant to a lawful scope; Wisconsin's statute forbids it.
+
+"Any covenant, described in this section, imposing an unreasonable restraint is illegal, void and unenforceable even as to any part of the covenant or performance that would be a reasonable restraint."[^q2-103465-void]
+
+Employers sometimes try to engineer around the rule with a clause authorizing a court to modify the covenant to whatever scope is enforceable. Wisconsin courts give such clauses no effect, because a provision that conflicts with § 103.465 cannot itself supply the missing reasonableness.
+
+"Given that the modification provision is contrary to WIS. STAT. § 103.465, it could have no effect here."[^q2-diamond-modification]
+
+> [!CAUTION]
+> **Drafting note.**
+>
+> Do not rely on a reformation, savings, or *court-may-modify* clause to backstop an aggressive Wisconsin non-compete. Section 103.465 voids an unreasonable restraint even as to the part that would have been reasonable, and *Diamond Assets* held that a modification clause contrary to the statute has no effect [^q2-103465-void][^q2-diamond-modification].
+
+## Are separate restrictive covenants in one Wisconsin agreement severable? {#divisibility}
+
+**Short answer.** Yes, if they are genuinely distinct. Although a court cannot narrow a single overbroad covenant, *Star Direct, Inc. v. Dal Pra* holds that separate covenants supporting different interests that can be independently read and enforced are divisible, so one invalid covenant does not automatically doom a stand-alone confidentiality or non-solicitation clause [^q3-star-direct-divisible].
+
+Divisibility is different from blue-penciling. Blue-penciling means rewriting the words of one covenant; divisibility means treating two truly separate covenants as separate. Wisconsin forbids the first but allows the second.
+
+"Restrictive covenants are divisible when the contract contains different covenants supporting different interests that can be independently read and enforced."[^q3-star-direct-divisible]
+
+The structural lesson is to draft each restraint — non-compete, customer non-solicit, employee non-solicit, confidentiality — as a self-contained covenant that can stand or fall on its own, rather than as interlocking parts of one sprawling clause.
+
+> [!CAUTION]
+> **Drafting note.**
+>
+> Write each restraint as a separate, independently enforceable covenant. Under *Star Direct*, distinct covenants supporting different interests are divisible, so isolating each one limits the damage if a court voids the most aggressive restraint [^q3-star-direct-divisible].
+
+## Are employee and customer non-solicitation covenants governed by § 103.465? {#nonsolicitation}
+
+**Short answer.** Yes. In *Manitowoc Co. v. Lanning*, the Wisconsin Supreme Court held that an employee non-solicitation provision is a restraint of trade governed by Wis. Stat. § 103.465, and it struck down a clause barring solicitation of any Manitowoc employee as overbroad on its face — voiding the covenant and undoing an award that had included roughly $1 million in attorney fees [^q4-lanning-governed][^q4-lanning-overbroad].
+
+Customer non-solicitation clauses have long been analyzed as § 103.465 restraints. The harder question was employee non-solicitation — no-poach clauses — which do not bar the departing employee from competing at all. *Lanning* resolved it: they are § 103.465 covenants too.
+
+"Accordingly, we conclude that Lanning's non-solicitation of employees provision is a restraint of trade governed by Wis. Stat. § 103.465."[^q4-lanning-governed]
+
+Because the clause swept in every Manitowoc employee — regardless of role, location, or whether the departing employee had any relationship with them — it failed the reasonableness test and was void in its entirety.
+
+"In applying the prerequisites that must be met under Wis. Stat. § 103.465, we conclude, as did the court of appeals, that the non-solicitation of employees provision is overbroad on its face."[^q4-lanning-overbroad]
+
+> [!CAUTION]
+> **Drafting note.**
+>
+> Narrow an employee non-solicitation clause to the employees the departing worker actually worked with or supervised, not the whole company. *Manitowoc v. Lanning* treats employee non-solicitation as a § 103.465 restraint and voided an all-employees clause as overbroad on its face [^q4-lanning-governed][^q4-lanning-overbroad].
+
+## What consideration supports a Wisconsin non-compete signed during employment? {#consideration}
+
+**Short answer.** Conditioned continued employment is enough — at least formally. In *Runzheimer International, Ltd. v. Friedlen*, the Wisconsin Supreme Court held that an employer's forbearance in exercising its right to terminate an at-will employee is lawful consideration for signing a restrictive covenant, so an employer that actually forbears from termination in exchange for the covenant does not necessarily have to pay extra to bind an existing worker [^q5-runzheimer].
+
+The question in *Runzheimer* was whether merely keeping an at-will employee on the payroll could support a non-compete the employee was asked to sign mid-employment. The court said yes.
+
+"We hold that an employer's forbearance in exercising its right to terminate an at-will employee constitutes lawful consideration for signing a restrictive covenant."[^q5-runzheimer]
+
+The court paired that holding with a caution against bad faith: an employer that fires an employee immediately after extracting the signature may face other contract doctrines. Many Wisconsin practitioners therefore advise giving the employee something tangible — a raise, bonus, promotion, or new access — both to reduce litigation risk and to strengthen the reasonableness case.
+
+> [!NOTE]
+> **Practice note.**
+>
+> Even though continued at-will employment is technically sufficient consideration under *Runzheimer*, pairing a mid-employment covenant with new value (a raise, bonus, or promotion) is the safer course, because the court conditioned its holding on genuine forbearance rather than a sign-then-fire maneuver [^q5-runzheimer].
+
+## Can a Wisconsin non-compete be tolled or extended during a breach? {#tolling-during-breach}
+
+**Short answer.** No — and trying voids the covenant. In *H&R Block Eastern Enterprises, Inc. v. Swenson*, the Court of Appeals held that a clause extending the restricted period by any time the employee was in violation made the duration indefinite and unreasonable, so the entire clause was void under § 103.465 even if it would otherwise have been reasonable. A tolling or extension-during-breach clause is a void-trigger in Wisconsin, not an enforcement aid [^q6-hrblock-extension][^q6-hrblock-void].
+
+Many covenants include language stating that the clock pauses while the employee is breaching or while litigation is pending, so the employer gets the full period of compliance. In Wisconsin that drafting move backfires.
+
+"The effect of the extension provision thus makes the duration of the restraint not a fixed and definite time period but a time period that is contingent upon outcomes the employee cannot predict."[^q6-hrblock-extension]
+
+Because § 103.465 requires a reasonable — and therefore definite — time limit, an open-ended extension provision renders the whole restraint unreasonable. The court did not narrow the clause; it voided it.
+
+"Because this restraint in each clause is unreasonable, each clause is void and unenforceable even if each is otherwise reasonable."[^q6-hrblock-void]
+
+*Swenson* squarely addressed an extension-for-breach clause. A clause that instead tolls the period during *pending litigation* has not been tested by a Wisconsin court, but it raises the same definiteness problem — and the no-blue-pencil rule means a court that finds it unreasonable will void the restraint rather than save it.
+
+> [!CAUTION]
+> **Drafting note.**
+>
+> Do not include a clause that extends a Wisconsin non-compete for periods of the employee's breach. *H&R Block v. Swenson* held that such an extension makes the duration indefinite and voids the entire clause under § 103.465, and Wisconsin courts will not blue-pencil it back to a fixed term; a pending-litigation tolling clause, while untested, carries the same risk [^q6-hrblock-extension][^q6-hrblock-void].
+
+## Are confidentiality and non-disclosure clauses subject to § 103.465 in Wisconsin? {#confidentiality-ndas}
+
+**Short answer.** They can be. In *Diamond Assets LLC v. Godina*, the Court of Appeals treated a broad confidentiality covenant as a restrictive covenant subject to Wis. Stat. § 103.465 and held it unenforceable on a motion to dismiss, regardless of any evidence the employer might later offer — because an overbroad confidentiality restraint fails the same reasonableness test as a non-compete [^q7-diamond-nda].
+
+A confidentiality clause that sweeps in ordinary, non-secret business information functions as a restraint on the employee's ability to work and is judged under § 103.465. If any part of the confidentiality covenant is unreasonable, the whole covenant fails.
+
+"As to the confidentiality covenant, we agree with Godina that it is properly subject to a motion to dismiss as unenforceable, regardless of the evidence Diamond might be able to submit."[^q7-diamond-nda]
+
+The takeaway is to scope confidentiality obligations to genuine trade secrets and competitively sensitive information, not to every fact the employee encountered. An NDA drafted as a catch-all is vulnerable to the same overbreadth attack as an aggressive non-compete.
+
+> [!CAUTION]
+> **Drafting note.**
+>
+> Scope confidentiality and non-disclosure clauses to actual trade secrets and competitively sensitive information. *Diamond Assets* held an overbroad confidentiality covenant unenforceable under § 103.465 on a motion to dismiss, so a catch-all NDA can fall the same way an overbroad non-compete does [^q7-diamond-nda].
+
+## Are sale-of-business and ownership covenants treated differently in Wisconsin? {#sale-of-business}
+
+**Short answer.** Yes. A covenant given outside the employer-employee relationship — as part of a genuine business sale or equity transaction rather than as a condition of employment — falls outside § 103.465's exacting scrutiny and is judged under the common-law rule of reason. *Reiman Associates, Inc. v. R/A Advertising, Inc.* applied the more lenient rule of partial enforcement to a sale-of-business covenant, and *Selmer Co. v. Rinn* evaluated a covenant it found outside the employment relationship under the rule of reason instead of the statute [^q8-reiman][^q8-selmer].
+
+The statute by its terms governs covenants by an employee or agent. A covenant given by a seller of a business, or tied to an equity interest, is analyzed under the older common-law rule of reason — which, critically, *does* permit partial enforcement.
+
+"Additionally, covenants incidental to the sale of a business benefit from full application of the rule of partial enforcement: even an unreasonable restraint will be enforced to the extent necessary and reasonable under the circumstances."[^q8-reiman]
+
+*Selmer* confirms that the dividing line is the employment relationship, not the label on the document. A covenant connected to ownership or equity is measured against the common-law standard, not § 103.465.
+
+"Having determined Wis. Stat. § 103.465 does not apply, we must determine whether the covenant not to compete satisfies the common law's rule of reason."[^q8-selmer]
+
+> [!CAUTION]
+> **Drafting note.**
+>
+> Match the legal framework to the deal. A covenant given as part of a genuine business sale or equity transaction — one separable from the employment relationship and not imposed through the employer's hiring leverage — is judged under the common-law rule of reason, which allows partial enforcement, while an employee covenant is locked into § 103.465's all-or-nothing rule, so do not assume the two are interchangeable [^q8-reiman][^q8-selmer].
+
+## Can an out-of-state choice-of-law clause avoid Wisconsin's non-compete rules? {#choice-of-law}
+
+**Short answer.** Generally no. Wisconsin courts refuse to enforce a choice-of-law clause that would apply another state's more permissive covenant law in place of § 103.465, because doing so would violate Wisconsin's fundamental public policy. *Beilfuss v. Huffy Corp.* refused to apply Ohio law that permitted severability, and *Bush v. National School Studios* identified laws prohibiting covenants not to compete as the kind of fundamental policy that overrides a contractual choice of law [^q9-beilfuss][^q9-bush].
+
+A common strategy is to draft the agreement under the law of a state friendlier to non-competes. Wisconsin courts police that strategy when the covenant would be applied to Wisconsin work.
+
+"We hold the choice of law provision is unenforceable because it violates Wisconsin's long-standing public policy controlling covenants not to compete, in that Wisconsin does not permit severability as a matter of public policy, while Ohio does."[^q9-beilfuss]
+
+That public-policy override rests on the foundational choice-of-law analysis in *Bush*, which identified laws prohibiting covenants not to compete as an example of a policy strong enough to defeat a contractual choice of law.
+
+"In general, however, statutes or common law which make a particular type of contract enforceable, e.g., usury laws, or which make a particular contract provision unenforceable, e.g., laws prohibiting covenants not to compete, or that are designed to protect a weaker party against the unfair exercise of superior bargaining power by another party, are likely to embody an important state public policy."[^q9-bush]
+
+> [!NOTE]
+> **Practice note.**
+>
+> Do not assume a Delaware, Ohio, or other out-of-state choice-of-law clause will rescue a non-compete applied to Wisconsin employment. *Beilfuss* refused to enforce a choice-of-law clause that conflicted with § 103.465, relying on the fundamental-policy analysis of *Bush* [^q9-beilfuss][^q9-bush].
+
+## What remedies and litigation exposure apply to Wisconsin non-competes? {#remedies}
+
+**Short answer.** An employer can pursue injunctive relief and damages, and a recent decision recognizes disgorgement of profits as a remedy for tortious interference involving an employee non-compete; any attorney-fee award is in turn capped by a statutory reasonableness presumption. But the employee side has its own limits: under *Tatge v. Chambers & Owen, Inc.*, an at-will employee fired for refusing to sign a non-disclosure or non-compete agreement has no wrongful-discharge claim [^q10-frey][^q10-fees-presumption][^q10-tatge].
+
+On the employer side, *Frey Construction & Home Improvement, LLC v. Hasheider Roofing & Siding, Ltd.* recognized disgorgement as an available remedy where a competitor is found to have tortiously interfered with an employee non-compete.
+
+"However, we further conclude that disgorgement may be an appropriate remedy for an intentional interference with contract claim."[^q10-frey]
+
+On the employee side, Wisconsin does not turn an allegedly unreasonable covenant into a wrongful-discharge claim merely because an at-will employee refused to sign it.
+
+"We also hold that a contract cause of action for wrongful discharge may not be maintained under Brockmeyer where an at-will employee is terminated for failing to sign a non-disclosure/non-compete agreement."[^q10-tatge]
+
+Attorney-fee exposure deserves its own attention, because in restrictive-covenant litigation the fees can outrun the damages. Wisconsin's fee-reasonableness statute, Wis. Stat. § 814.045, presumes that reasonable attorney fees do not exceed three times the compensatory damages awarded, though a court may find a larger award reasonable after weighing the statutory factors.
+
+"In any action in which compensatory damages are awarded, the court shall presume that reasonable attorney fees do not exceed 3 times the amount of the compensatory damages awarded but this presumption may be overcome if the court determines, after considering the factors set forth in sub. (1) , that a greater amount is reasonable."[^q10-fees-presumption]
+
+The statute does not displace a contractual attorney-fee clause — common in non-compete agreements — and in fact presumes such an agreement is reasonable.
+
+"This section does not abrogate the rights of persons to enter into an agreement for attorney fees, and the court shall presume that such an agreement is reasonable."[^q10-fees-agreement]
+
+> [!NOTE]
+> **Practice note.**
+>
+> A competitor that hires away an employee bound by a Wisconsin non-compete can face a tortious-interference claim with disgorgement exposure under *Frey Construction*, while an employee fired for refusing to sign cannot rely on a wrongful-discharge theory under *Tatge* — so weigh the covenant's enforceability, not just the firing, before acting. Price in fee exposure too: § 814.045 anchors a fee award to a three-times-damages reasonableness presumption while still honoring a contractual fee clause [^q10-frey][^q10-tatge][^q10-fees-presumption][^q10-fees-agreement].
+
+## What recent legislation and industry-specific rules affect Wisconsin non-competes? {#legislation}
+
+**Short answer.** No statutory change took effect. In the 2025-26 session the legislature considered a broad ban (2025 Assembly Bill 567) and medical-practitioner restrictions (2025 Assembly Bill 675 and Senate Bill 657), but all three failed to pass at the end of the session, leaving § 103.465 unchanged. The main industry-specific rule already on the books is the lawyer non-compete bar in SCR 20:5.6 [^q11-ab567][^q11-ab675][^q11-sb657][^q11-scr].
+
+The most sweeping proposal, Assembly Bill 567, would have rewritten § 103.465 to bar most post-employment non-competes outright, with narrow carve-outs for certain customer-list and intellectual-property protections.
+
+"This bill makes most such covenants illegal, void, and unenforceable after the termination of employment or agency."[^q11-ab567]
+
+Two companion bills targeted health care, mirroring a national trend toward restricting physician and clinician non-competes.
+
+"This bill makes changes regarding covenants not to compete for advanced practice registered nurses, advanced practice nurse prescribers, physicians, physician assistants, and psychologists (‘medical practitioners’)."[^q11-ab675]
+
+All three measures failed to pass when the 2025-26 session ended, so none became law and § 103.465 continues to govern. One profession is already carved out by court rule: Wisconsin lawyers generally cannot be bound by non-competes.
+
+"A lawyer shall not participate in offering or making: (a) a partnership, shareholders, operating, employment, or other similar type of agreement that restricts the right of a lawyer to practice after termination of the relationship, except an agreement concerning benefits upon retirement; or (b) an agreement in which a restriction on the lawyer's right to practice is part of the settlement of a client controversy."[^q11-scr]
+
+> [!NOTE]
+> **Practice note.**
+>
+> Treat Wisconsin non-compete law as governed by § 103.465 and the case law, not by the 2025-26 bills. Assembly Bill 567 and the medical-practitioner bills (Assembly Bill 675 and Senate Bill 657) failed to pass, so re-check the legislature's status before relying on any of them, and remember that SCR 20:5.6 already bars most lawyer non-competes [^q11-ab567][^q11-scr].
+
+## How do trade-secret protections compare to a non-compete in Wisconsin? {#trade-secrets}
+
+**Short answer.** They are often the more reliable tool. Wisconsin has adopted the Uniform Trade Secrets Act at Wis. Stat. § 134.90, which protects qualifying information and authorizes injunctions and damages without the overbreadth risk that defeats so many non-competes — so an employer that cannot enforce a covenant may still protect genuine secrets [^q12-wutsa].
+
+Because a non-compete must clear § 103.465's all-or-nothing reasonableness test, many Wisconsin employers lean on trade-secret law, which turns on the nature of the information rather than the breadth of a contractual restraint. The statute defines what qualifies.
+
+"‘Trade secret’ means information, including a formula, pattern, compilation, program, device, method, technique or process to which all of the following apply: 1. The information derives independent economic value, actual or potential, from not being generally known to, and not being readily ascertainable by proper means by, other persons who can obtain economic value from its disclosure or use. 2. The information is the subject of efforts to maintain its secrecy that are reasonable under the circumstances."[^q12-wutsa]
+
+A trade-secret claim does not depend on a signed covenant and is not subject to § 103.465, so it survives even where a non-compete is void. The trade-off is that the employer must prove the information truly qualifies and that it took reasonable steps to keep it secret.
+
+> [!CAUTION]
+> **Drafting note.**
+>
+> Build the protection program around trade-secret safeguards — access controls, confidentiality designations, and exit procedures — rather than relying on a non-compete alone. Wis. Stat. § 134.90 protects qualifying secrets regardless of § 103.465, but only if the information meets the statutory definition and was kept reasonably secret [^q12-wutsa].
+
+[^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 Wisconsin. This article synthesizes Wisconsin primary law and is not legal advice from a Wisconsin-admitted attorney. This article is for informational purposes only and does not create an attorney-client relationship.
+
+[^q1-103465-core]: **Wis. Stat. § 103.465** — "A covenant by an assistant, servant or agent not to compete with his or her employer or principal during the term of the employment or agency, or after the termination of that employment or agency, within a specified territory and during a specified time is lawful and enforceable only if the restrictions imposed are reasonably necessary for the protection of the employer or principal." *Wis. Stat. § 103.465.* <https://docs.legis.wisconsin.gov/statutes/statutes/103/465>
+
+[^q1-star-direct-test]: **Star Direct, Inc. v. Dal Pra** — "A restrictive covenant must: (1) be necessary for the protection of the employer, that is, the employer must have a protectable interest justifying the restriction imposed on the activity of the employee; (2) provide a reasonable time limit; (3) provide a reasonable territorial limit; (4) not be harsh or oppressive as to the employee; and (5) not be contrary to public policy." *Star Direct, Inc. v. Dal Pra, 2009 WI 76, 319 Wis. 2d 274, 767 N.W.2d 898.* <https://www.courtlistener.com/opinion/1835915/star-direct-inc-v-dal-pra/#:~:text=A%20restrictive%20covenant%20must%3A%20(1),be%20contrary%20to%20public%20policy.>
+
+[^q2-103465-void]: **Wis. Stat. § 103.465** — "Any covenant, described in this section, imposing an unreasonable restraint is illegal, void and unenforceable even as to any part of the covenant or performance that would be a reasonable restraint." *Wis. Stat. § 103.465.* <https://docs.legis.wisconsin.gov/statutes/statutes/103/465>
+
+[^q2-diamond-modification]: **Diamond Assets LLC v. Godina** — "Given that the modification provision is contrary to WIS. STAT. § 103.465, it could have no effect here." *Diamond Assets LLC v. Godina, 2022 WI App 47.* <https://www.courtlistener.com/opinion/10110688/diamond-assets-llc-v-carlos-godina/#:~:text=Given%20that%20the%20modification%20provision,could%20have%20no%20effect%20here.>
+
+[^q3-star-direct-divisible]: **Star Direct, Inc. v. Dal Pra** — "Restrictive covenants are divisible when the contract contains different covenants supporting different interests that can be independently read and enforced." *Star Direct, Inc. v. Dal Pra, 2009 WI 76, 319 Wis. 2d 274, 767 N.W.2d 898.* <https://www.courtlistener.com/opinion/1835915/star-direct-inc-v-dal-pra/#:~:text=Restrictive%20covenants%20are%20divisible%20when,be%20independently%20read%20and%20enforced.>
+
+[^q4-lanning-governed]: **Manitowoc Co. v. Lanning** — "Accordingly, we conclude that Lanning's non-solicitation of employees provision is a restraint of trade governed by Wis. Stat. § 103.465." *Manitowoc Co. v. Lanning, 2018 WI 6.* <https://www.courtlistener.com/opinion/4460470/the-manitowoc-company-inc-v-john-m-lanning/#:~:text=Accordingly%2C%20we%20conclude%20that%20Lanning's,by%20Wis.%20Stat.%20%C2%A7%20103.465.>
+
+[^q4-lanning-overbroad]: **Manitowoc Co. v. Lanning** — "In applying the prerequisites that must be met under Wis. Stat. § 103.465, we conclude, as did the court of appeals, that the non-solicitation of employees provision is overbroad on its face." *Manitowoc Co. v. Lanning, 2018 WI 6.* <https://www.courtlistener.com/opinion/4460470/the-manitowoc-company-inc-v-john-m-lanning/#:~:text=In%20applying%20the%20prerequisites%20that,is%20overbroad%20on%20its%20face.>
+
+[^q5-runzheimer]: **Runzheimer Int'l, Ltd. v. Friedlen** — "We hold that an employer's forbearance in exercising its right to terminate an at-will employee constitutes lawful consideration for signing a restrictive covenant." *Runzheimer Int'l, Ltd. v. Friedlen, 2015 WI 45.* <https://www.courtlistener.com/opinion/2797640/runzheimer-international-ltd-v-david-friedlen/#:~:text=We%20hold%20that%20an%20employer's,for%20signing%20a%20restrictive%20covenant.>
+
+[^q6-hrblock-extension]: **H&R Block Eastern Enters., Inc. v. Swenson** — "The effect of the extension provision thus makes the duration of the restraint not a fixed and definite time period but a time period that is contingent upon outcomes the employee cannot predict." *H&R Block Eastern Enters., Inc. v. Swenson, 2008 WI App 3.* <https://www.courtlistener.com/opinion/1912635/hr-block-eastern-enterprises-inc-v-swenson/#:~:text=The%20effect%20of%20the%20extension,outcomes%20the%20employee%20cannot%20predict.>
+
+[^q6-hrblock-void]: **H&R Block Eastern Enters., Inc. v. Swenson** — "Because this restraint in each clause is unreasonable, each clause is void and unenforceable even if each is otherwise reasonable." *H&R Block Eastern Enters., Inc. v. Swenson, 2008 WI App 3.* <https://www.courtlistener.com/opinion/1912635/hr-block-eastern-enterprises-inc-v-swenson/#:~:text=Because%20this%20restraint%20in%20each,if%20each%20is%20otherwise%20reasonable.>
+
+[^q7-diamond-nda]: **Diamond Assets LLC v. Godina** — "As to the confidentiality covenant, we agree with Godina that it is properly subject to a motion to dismiss as unenforceable, regardless of the evidence Diamond might be able to submit." *Diamond Assets LLC v. Godina, 2022 WI App 47.* <https://www.courtlistener.com/opinion/10110688/diamond-assets-llc-v-carlos-godina/#:~:text=As%20to%20the%20confidentiality%20covenant%2C,might%20be%20able%20to%20submit.>
+
+[^q8-reiman]: **Reiman Assocs., Inc. v. R/A Advertising, Inc.** — "Additionally, covenants incidental to the sale of a business benefit from full application of the rule of partial enforcement: even an unreasonable restraint will be enforced to the extent necessary and reasonable under the circumstances." *Reiman Assocs., Inc. v. R/A Advertising, Inc., 102 Wis. 2d 305 (Ct. App. 1981).* <https://www.courtlistener.com/opinion/2033820/reiman-associates-inc-v-ra-advertising-inc/#:~:text=Additionally%2C%20covenants%20incidental%20to%20the,and%20reasonable%20under%20the%20circumstances.>
+
+[^q8-selmer]: **Selmer Co. v. Rinn** — "Having determined Wis. Stat. § 103.465 does not apply, we must determine whether the covenant not to compete satisfies the common law's rule of reason." *Selmer Co. v. Rinn, 2010 WI App 106.* <https://www.courtlistener.com/opinion/8238275/selmer-co-v-rinn/#:~:text=Having%20determined%20Wis.%20Stat.%20%C2%A7,common%20law's%20rule%20of%20reason.>
+
+[^q9-beilfuss]: **Beilfuss v. Huffy Corp.** — "We hold the choice of law provision is unenforceable because it violates Wisconsin's long-standing public policy controlling covenants not to compete, in that Wisconsin does not permit severability as a matter of public policy, while Ohio does." *Beilfuss v. Huffy Corp., 2004 WI App 118.* <https://www.courtlistener.com/opinion/2084488/beilfuss-v-huffy-corp/#:~:text=We%20hold%20the%20choice%20of%20law%20provision%20is,public%20policy%2C%20while%20Ohio%20does.>
+
+[^q9-bush]: **Bush v. National School Studios, Inc.** — "In general, however, statutes or common law which make a particular type of contract enforceable, e.g., usury laws, or which make a particular contract provision unenforceable, e.g., laws prohibiting covenants not to compete, or that are designed to protect a weaker party against the unfair exercise of superior bargaining power by another party, are likely to embody an important state public policy." *Bush v. National School Studios, Inc., 139 Wis. 2d 635 (1987).* <https://www.courtlistener.com/opinion/1236111/bush-v-national-school-studios-inc/#:~:text=In%20general%2C%20however%2C%20statutes%20or,an%20important%20state%20public%20policy.>
+
+[^q10-frey]: **Frey Construction & Home Improvement, LLC v. Hasheider Roofing & Siding, Ltd.** — "However, we further conclude that disgorgement may be an appropriate remedy for an intentional interference with contract claim." *Frey Construction & Home Improvement, LLC v. Hasheider Roofing & Siding, Ltd., 2025 WI App 4.* <https://www.courtlistener.com/opinion/10293559/frey-construction-home-improvement-llc-v-hasheider-roofing-siding/#:~:text=However%2C%20we%20further%20conclude%20that,intentional%20interference%20with%20contract%20claim.>
+
+[^q10-fees-presumption]: **Wis. Stat. § 814.045** — "In any action in which compensatory damages are awarded, the court shall presume that reasonable attorney fees do not exceed 3 times the amount of the compensatory damages awarded but this presumption may be overcome if the court determines, after considering the factors set forth in sub. (1) , that a greater amount is reasonable." *Wis. Stat. § 814.045(2)(a).* <https://docs.legis.wisconsin.gov/statutes/statutes/814/i/045>
+
+[^q10-tatge]: **Tatge v. Chambers & Owen, Inc.** — "We also hold that a contract cause of action for wrongful discharge may not be maintained under Brockmeyer where an at-will employee is terminated for failing to sign a non-disclosure/non-compete agreement." *Tatge v. Chambers & Owen, Inc., 219 Wis. 2d 99, 579 N.W.2d 217 (1998).* <https://www.courtlistener.com/opinion/2053665/tatge-v-chambers-owen-inc/#:~:text=We%20also%20hold%20that%20a,to%20sign%20a%20non%2Ddisclosure%2Fnon%2Dcompete%20agreement.>
+
+[^q10-fees-agreement]: **Wis. Stat. § 814.045** — "This section does not abrogate the rights of persons to enter into an agreement for attorney fees, and the court shall presume that such an agreement is reasonable." *Wis. Stat. § 814.045(3).* <https://docs.legis.wisconsin.gov/statutes/statutes/814/i/045>
+
+[^q11-ab567]: **2025 Wisconsin Assembly Bill 567** — "This bill makes most such covenants illegal, void, and unenforceable after the termination of employment or agency." *2025 Wisconsin Assembly Bill 567 (failed to pass, Mar. 23, 2026).* <https://docs.legis.wisconsin.gov/2025/related/proposals/ab567>
+
+[^q11-ab675]: **2025 Wisconsin Assembly Bill 675** — "This bill makes changes regarding covenants not to compete for advanced practice registered nurses, advanced practice nurse prescribers, physicians, physician assistants, and psychologists (‘medical practitioners’)." *2025 Wisconsin Assembly Bill 675 (failed to pass, Mar. 23, 2026).* <https://docs.legis.wisconsin.gov/2025/related/proposals/ab675>
+
+[^q11-sb657]: **2025 Wisconsin Senate Bill 657** — "The bill provides that a covenant by a medical practitioner not to compete with his or her employer after the termination of the employment imposes an unreasonable restraint and is illegal, void, and unenforceable if the covenant includes a restriction that prohibits working as a medical practitioner for more than 24 consecutive months after the first day of the medical practitioner's employment with the employer that is imposing the covenant not to compete." *2025 Wisconsin Senate Bill 657 (failed to pass, Mar. 23, 2026).* <https://docs.legis.wisconsin.gov/2025/related/proposals/sb657>
+
+[^q11-scr]: **Wis. SCR 20:5.6** — "A lawyer shall not participate in offering or making: (a) a partnership, shareholders, operating, employment, or other similar type of agreement that restricts the right of a lawyer to practice after termination of the relationship, except an agreement concerning benefits upon retirement; or (b) an agreement in which a restriction on the lawyer's right to practice is part of the settlement of a client controversy." *Wis. SCR 20:5.6.* <https://www.wicourts.gov/sc/rules/chap20b.pdf>
+
+[^q12-wutsa]: **Wis. Stat. § 134.90** — "‘Trade secret’ means information, including a formula, pattern, compilation, program, device, method, technique or process to which all of the following apply: 1. The information derives independent economic value, actual or potential, from not being generally known to, and not being readily ascertainable by proper means by, other persons who can obtain economic value from its disclosure or use. 2. The information is the subject of efforts to maintain its secrecy that are reasonable under the circumstances." *Wis. Stat. § 134.90(1)(c).* <https://docs.legis.wisconsin.gov/statutes/statutes/134/90>