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+---
+jurisdiction: "Mississippi"
+slug: mississippi
+countryCode: US
+snapshotAsOf: "2026-06-19"
+lastReviewed: "2026-06-03"
+canonicalUrl: https://openagreements.org/practice-guides/non-compete/us/mississippi
+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/practice-guides/non-compete/us/mississippi · **Snapshot as of:** 2026-06-19 · License: CC BY 4.0 · © openagreements.org
+
+# Non-Competes in Mississippi[^about]
+
+Mississippi enforces non-competes only when the restraint is reasonable under common law, with distinctive rules that void a covenant after a bad-faith firing, reform overbroad terms, and accept continued employment as consideration.
+
+
+## At a glance
+
+| Question | Mississippi |
+| --- | --- |
+| **Are non-competes enforceable?** | Allowed if reasonable |
+| **Bottom line** | Mississippi enforces a non-compete only if the employer proves it is reasonable in time, territory, and activity to protect a legitimate interest, and it will not be enforced after a bad-faith firing. |
+| **Main law or case** | common law (Texas Road Boring Co. v. Parker, 194 So. 2d 885 (Miss. 1967)) |
+| **Main exceptions** | Bad-faith-termination defense (Empiregas); minors may disaffirm; lawyers barred (R. 5.6); no health-care statutory ban |
+| **Can a court narrow it?** | Yes — rewrites to reasonable |
+| **Applies to contractors?** | Unclear |
+| **Restriction extended during a breach?** | No judicial tolling (Frierson); express extension clause given effect (Cascio) |
+| **Maximum length set by law** | No statutory limit |
+
+## Are employee non-compete agreements enforceable in Mississippi? {#employee-noncompetes}
+
+**Short answer.** Yes, sometimes. Mississippi is a common-law reasonableness state, not a general ban state and not a statutory-cap state. A non-compete is enforceable only if it is reasonable when the court weighs three competing interests — the employer's, the employee's, and the public's — and the employer carries the burden of proving that reasonableness [^texas-road-boring-three-aspects][^redd-foster-disfavored].
+
+There is no Mississippi non-compete statute. The enforceability analysis is judge-made, rooted in decisions like *Donahoe v. Tatum* and *Texas Road Boring Co. v. Parker*, which frame the inquiry as a balance rather than a checklist [^donahoe-reasonable-balance]. Courts treat these covenants as restraints on trade and individual freedom, so they are disfavored and construed strictly against the drafting employer [^redd-foster-disfavored].
+
+Because the restraint must protect a legitimate business interest — trade secrets, confidential information, customer goodwill, or an employer's investment in specialized training — a covenant that exists only to suppress ordinary competition fails. Mississippi separately protects proprietary information by statute under the Mississippi Uniform Trade Secrets Act, Miss. Code Ann. §§ 75-26-1 to 75-26-19, which supplies injunctive relief and damages independent of any contract.
+
+> [!NOTE]
+> **Practice note.**
+>
+> Do not treat a Mississippi covenant as automatically valid or automatically void. Confirm that the restraint protects a real business interest and is reasonable in time, territory, and activity, because the employer bears the burden of proving reasonableness and the court will construe ambiguity against the drafter [^texas-road-boring-three-aspects].
+
+## Is continued at-will employment enough consideration for a Mississippi non-compete? {#consideration}
+
+**Short answer.** Yes. Unlike states that demand fresh consideration for a covenant signed after hire, Mississippi treats continued at-will employment as sufficient consideration to support a restrictive covenant [^raines-continued-employment].
+
+The rule traces to *Frierson v. Sheppard Building Supply Co.*, where the Mississippi Supreme Court enforced a two-year covenant against an existing manager, rejecting the argument that retaining an employee in the same position is not enough to support the restraint. The Court of Appeals reaffirmed the point in *Raines v. Bottrell Insurance Agency*, where an agent who signed a covenant when his agency was acquired argued the deal gave him nothing new [^raines-continued-employment].
+
+That said, timing still matters. Mississippi courts have suggested that a covenant extracted just before an imminent, bad-faith discharge stands on weaker ground, which connects to the bad-faith termination defense covered below.
+
+> [!CAUTION]
+> **Drafting note.**
+>
+> Do not assume the consideration question disappears in Mississippi just because continued employment can suffice. Document the covenant's tie to the employment relationship, and pair it with new consideration where practical, because Mississippi still construes the agreement strictly and scrutinizes the circumstances of signing [^raines-continued-employment].
+
+## What duration and geographic scope are reasonable for a Mississippi non-compete? {#duration-geography}
+
+**Short answer.** There is no statutory cap. Mississippi courts test duration and territory against the employer's actual footprint and the employee's real influence, so a restraint tied to where the employee worked is far easier to defend than a sweeping statewide ban [^heatherly-statewide-unreasonable][^timber-lake-radius-reasonable].
+
+In *Redd Pest Control Co. v. Heatherly*, the court refused to enforce a statewide pest-control restraint against an employee who only had customer relationships around Tupelo, observing that the company did not need protection across the whole state [^heatherly-statewide-unreasonable]. There is no fixed durational cap either: a restraint matched to the time the employer actually needs to protect the relationship is easier to defend, while the longer terms Mississippi has tolerated tend to appear in executive and sale-of-business deals.
+
+Remote work does not dissolve a geographic limit. In *Timber Lake Foods v. Estess*, a meat broker worked the phones from her home inside a 250-mile radius of Tupelo while serving customers nationwide; the Court of Appeals held the 250-mile restraint reasonable because a nationwide restriction would itself have been justified for that telephonic business [^timber-lake-home-in-radius][^timber-lake-radius-reasonable].
+
+> [!CAUTION]
+> **Drafting note.**
+>
+> Do not copy a fixed radius or term from another form. Match the territory to the employer's real market and the employee's actual reach, and remember that a remote worker located inside the restricted area is still bound — geography is measured by where the employee operates, not only where the customers sit [^timber-lake-home-in-radius].
+
+## Will a Mississippi court reform or blue-pencil an overbroad non-compete? {#court-narrowing}
+
+**Short answer.** Often, yes. Mississippi follows an equitable-reformation approach: rather than voiding an overbroad covenant outright, its courts will enforce the agreement to the extent it is reasonable, narrowing scope to the area the employer is entitled to protect [^heatherly-enforce-reasonable-part].
+
+*Redd Pest Control Co. v. Heatherly* is the classic example. The covenant on its face barred competition across the entire state, but the court enforced it only within Tupelo and a fifty-mile radius — the area where the employee actually held customer relationships — and remanded for an injunction limited to that reasonable scope [^heatherly-enforce-reasonable-part]. The court framed the issue as whether a restraint reasonable in part and unreasonable in the rest should be enforced as to the reasonable part, and answered yes [^heatherly-partial-enforcement-issue].
+
+This power is broader than a strict blue pencil that only crosses out severable words, but it is not a safety net for abusive drafting. Reformation rests on the chancellor's equitable discretion, and a grossly overbroad covenant invites a court to decline enforcement rather than rewrite it. For a clause-by-clause pass over a specific agreement against these drafting rules, the [Mississippi non-compete review checklist](/checklists/non-compete/us/mississippi) walks the full covenant suite item by item with each requirement's force level.
+
+> [!CAUTION]
+> **Drafting note.**
+>
+> Do not rely on Mississippi's reformation power to rescue an aggressive covenant. Draft tiered, severable, and genuinely reasonable restraints, because partial enforcement is a discretionary equitable remedy and a chancellor may refuse to narrow a covenant that overreaches [^heatherly-enforce-reasonable-part].
+
+## Can a Mississippi employer enforce a non-compete after a bad-faith termination? {#bad-faith-termination}
+
+**Short answer.** No. Under the *Empiregas* defense, when an employer terminates an employee arbitrarily, capriciously, or in bad faith, the non-competition agreement will not be enforced — an injunction is an equitable remedy, and the employer cannot come to a chancery court with unclean hands [^empiregas-bad-faith][^empiregas-equity].
+
+In *Empiregas, Inc. of Kosciusko v. Bain*, the chancellor found that the employee had been discharged without cause and held the non-compete null and void; the Supreme Court affirmed [^empiregas-bad-faith]. The court explained that when a termination is arbitrary, capricious, or in bad faith, equity will not lend its hand to enforce the covenant [^empiregas-equity].
+
+The defense has a clear limit: it turns on how the employment ended. An employee who voluntarily resigns generally cannot invoke it, and the covenant is then analyzed on ordinary reasonableness grounds.
+
+"Moreover, as we have indicated, when an employer terminates an employee in bad faith, the terms of a non-competition agreement will not be enforced."[^empiregas-bad-faith]
+
+> [!NOTE]
+> **Practice note.**
+>
+> Do not fire an employee arbitrarily and expect to enforce the non-compete in Mississippi. Document a legitimate, good-faith basis for any termination before seeking an injunction, because a bad-faith discharge forfeits the equitable enforcement of the covenant [^empiregas-bad-faith].
+
+## How do Mississippi courts read customer non-solicitation clauses? {#non-solicitation}
+
+**Short answer.** Strictly, and against the drafter. A clause that bars an employee from acting to *divert* business does not necessarily stop the employee from passively *accepting* business from former customers who seek the employee out on their own, unless the contract clearly says so [^kennedy-ambiguous-accepting].
+
+In *Kennedy v. Metropolitan Life Insurance Co.*, the covenant barred conduct that would *tend to divert* business from the insurer. The chancellor below found that the agent's participation in clients' coverage changes violated the clause, but the Supreme Court reversed: when former clients followed the agent to a competitor on their own initiative, the language was ambiguous because it did not expressly prohibit *accepting* their business, and the court construed that ambiguity against the employer [^kennedy-ambiguous-accepting]. The court was clear that a properly drafted no-acceptance clause can be enforceable — the problem was the drafting, not the concept [^kennedy-accepting-can-be-valid].
+
+> [!CAUTION]
+> **Drafting note.**
+>
+> Do not assume a standard non-solicitation clause stops a former employee from serving customers who come to them. If the goal is to bar servicing former clients regardless of who makes first contact, use explicit non-dealing or no-acceptance language, because Mississippi reads ambiguity against the employer [^kennedy-ambiguous-accepting].
+
+## Does a Mississippi non-compete toll or extend during breach or litigation? {#tolling-extension}
+
+**Short answer.** Two different rules apply. A Mississippi court will not, on its own, extend a covenant beyond the end date the contract sets just because enforcement was delayed — under *Frierson*, the restricted period runs from the contractual termination date, not from a later decree. But where the agreement itself provides for an extension on breach, a court can give that clause effect [^frierson-no-extension][^cascio-extension-effect].
+
+There is no Mississippi rule that a non-compete automatically tolls simply because the former employee is in breach or litigation is pending. *Frierson v. Sheppard Building Supply* points the other way: the court ran the two-year restraint from the contractual termination date and held that, having limited the period that way, a court may not extend the time beyond it [^frierson-no-extension]. So judicial tolling is not the lever — the contract is.
+
+A well-drafted extension clause can do what judicial tolling will not. In *Cascio v. Cascio Investments*, the agreement provided that the non-compete period would be extended by the time the covenantor was in breach, even past the term's ordinary expiration [^cascio-extension-clause]. The trial court enforced that mechanism — extending the covenant and awarding injunctive relief for the covenantor's continuing failure to cancel a protected trade name — and the Supreme Court affirmed the circuit court on the issue [^cascio-extension-effect].
+
+Any such extension still has to satisfy ordinary reasonableness. A clause tied to the duration of an actual breach is far more defensible than an open-ended, automatic extension that could turn a fixed restraint into a perpetual one [^q7-texas-road-boring].
+
+> [!CAUTION]
+> **Drafting note.**
+>
+> Do not rely on a Mississippi court to add time to an expired covenant on its own — under *Frierson* it will not. If you need the clock to pause during a breach, draft an explicit extension-on-breach clause tied to the actual period of breach, because that contractual route, not judicial tolling, is what Mississippi courts have enforced [^frierson-no-extension][^cascio-extension-effect].
+
+## Are sale-of-business and ownership covenants treated differently in Mississippi? {#sale-of-business}
+
+**Short answer.** Yes. Covenants tied to the sale of a business or an ownership interest are treated more favorably than ordinary employment restraints, and Mississippi courts have enforced broad ones — including multi-year, multi-state covenants — when reasonable on the facts, to protect the goodwill the buyer paid for [^cooper-general-application][^cascio-extension-clause-x].
+
+In *Cooper v. Gidden*, the seller of a sand-and-gravel business breached a covenant not to compete that he had voluntarily made on the sale; the court treated the restraint as protecting the goodwill conveyed to the buyer and explained that such covenants are given general application unless the contract makes them personal to the original buyer [^cooper-general-application]. The modern high-water mark is *Cascio v. Cascio Investments*, where a five-year covenant covering Mississippi and four other states — arising from a shareholder settlement — was enforced; the trial court found a willful and malicious breach and awarded damages, injunctive relief, and attorney's fees, and the Supreme Court affirmed the circuit court on every issue but a party-joinder point [^cascio-affirmed].
+
+The same favorable treatment reaches modern ownership and buyout disputes. In the 2025 decision *Wiggins v. Southern Securities Group*, an LLC member argued that once his interest was bought out he was no longer bound by the operating agreement's non-compete; the Supreme Court disagreed, holding that the trial court did not err in finding the covenant binding and enjoining him from competing [^wiggins-bound-after-buyout]. Because the seller or departing owner has been paid, the public-policy concern about restraining a livelihood is weaker, and longer terms and wider territories survive that would fail in the pure employment context.
+
+## Can a business buyer enforce an employee's non-compete signed with the seller? {#successor-assignment}
+
+**Short answer.** Not automatically. A buyer that acquires a business by asset purchase may be unable to enforce an employee non-compete signed with the predecessor unless the covenant was properly assigned and the deal documents transfer that contract [^herring-not-enforceable].
+
+In *Herring Gas Co. v. Pine Belt Gas*, the buyer of a propane business tried to enforce a non-compete that an employee had signed with the seller. The Supreme Court held it could not, for two independent reasons: the asset-purchase agreement's plain language did not transfer the employment contract, and a later attempt to assign it failed because it came after the employee had already resigned [^herring-not-enforceable].
+
+This is the mirror image of the sale-of-business rule. A covenant given by the *seller* of a business travels with the goodwill, but a covenant given by an *employee* of the seller is just another contract that must be deliberately assigned in the deal.
+
+> [!NOTE]
+> **Practice note.**
+>
+> Do not assume an asset purchase sweeps in the seller's employee non-competes. Identify each restrictive covenant in diligence and assign it expressly and before closing, because in *Herring Gas* a post-resignation assignment and silent deal documents left the buyer unable to enforce [^herring-not-enforceable].
+
+## Which Mississippi workers cannot be bound by a non-compete? {#who-is-bound}
+
+**Short answer.** Two categories stand out. A worker who was a minor when signing can disaffirm the agreement, and a lawyer cannot be bound by a practice-restricting non-compete in a partnership or employment agreement: Mississippi Rule of Professional Conduct 5.6 prohibits it [^watercolor-disaffirm][^rule-5-6-ban].
+
+In *Watercolor Salon v. Hixon*, a stylist signed a non-compete at twenty — a minor under Mississippi law at the time — and later disaffirmed it; the Supreme Court agreed the agreement was unenforceable against her [^watercolor-disaffirm]. For lawyers, Rule 5.6 forbids a partnership or employment agreement that restricts a lawyer's right to practice after the relationship ends, except an agreement about retirement benefits [^rule-5-6-ban]; it also does not reach a restriction included in the sale of a law practice under Rule 1.17 [^rule-5-6-sale-exception].
+
+Outside these categories, Mississippi has no statutory wage floor or occupational exemption. Low-wage and entry-level workers are protected only by the general reasonableness analysis — because the employer must prove a legitimate business interest, a restraint on an unskilled, entry-level worker is often hard to justify.
+
+## Has Mississippi banned non-competes for physicians or health care providers? {#healthcare-reform}
+
+**Short answer.** No. Mississippi has no statutory ban on health care or physician non-competes. Bills to void them have been introduced repeatedly — most recently House Bill 500 in 2026 — but each has failed, so physician and health care covenants remain governed by ordinary common-law reasonableness [^hb500-healthcare-void].
+
+House Bill 500, introduced in the 2026 session, would have made any restriction on a licensed health care provider's right to practice after the relationship ends void and unenforceable [^hb500-healthcare-void]. It died in committee on February 3, 2026, as did a materially similar House Bill 806 the year before. An earlier physician-specific measure, Senate Bill 2685 in 2018, would have voided restrictions on a physician's right to practice medicine but failed on the Senate floor [^sb2685-physician-void].
+
+Until one of these proposals becomes law, a Mississippi health care non-compete is tested like any other — for consideration and reasonableness — rather than under a categorical ban. These bills are worth monitoring as a signal of legislative direction, not as current law.
+
+> [!NOTE]
+> **Practice note.**
+>
+> Treat House Bill 500 and its predecessors as monitoring items, not present Mississippi law. Recheck the Mississippi Legislature's bill status each session before telling a physician or health care employer that a statutory non-compete ban applies, because as of this review no such ban has been enacted [^hb500-healthcare-void].
+
+## Did the FTC's federal non-compete rule change Mississippi 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 Mississippi non-competes remain governed entirely by Mississippi common law [^ryan-ftc-set-aside].
+
+In *Ryan LLC v. FTC*, a federal court held the agency lacked authority to issue the rule and set it aside with nationwide effect, so it never took effect on its scheduled date [^ryan-ftc-set-aside]. That outcome does not make Mississippi covenants more or less enforceable; it simply removes the federal rule as an overlay and leaves the state's reasonableness and good-faith requirements in control.
+
+"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). Last reviewed 2026-06-03. License: CC BY 4.0. Steven Obiajulu, J.D. is admitted in New York, not Mississippi. This article synthesizes Mississippi primary law and is not legal advice from a Mississippi-admitted attorney. This article is for informational purposes only and does not create an attorney-client relationship.
+
+[^texas-road-boring-three-aspects]: **Texas Road Boring Co. of Louisiana-Mississippi v. Parker** — "Non-competition agreements are not favored in law and in considering them, courts recognize there are three major aspects to be looked to: the rights of the employer, the rights of the employee, and the rights of the public." *Texas Road Boring Co. of La.-Miss. v. Parker, 194 So. 2d 885 (Miss. 1967).* <https://www.courtlistener.com/opinion/1880375/texas-road-boring-co-of-louisiana-miss-v-parker/#:~:text=Non%2Dcompetition%20agreements%20are%20not%20favored,the%20rights%20of%20the%20public.>
+
+[^redd-foster-disfavored]: **Redd Pest Control Co. v. Foster** — "Contracts which contain non-compete agreements have been viewed by this Court as contracts that restrict trade and individual freedom and are not favored by the law." *Redd Pest Control Co. v. Foster, 761 So. 2d 967 (Miss. Ct. App. 2000).* <https://www.courtlistener.com/opinion/1770475/redd-pest-control-co-inc-v-foster/#:~:text=Contracts%20which%20contain%20non%2Dcompete%20agreements,not%20favored%20by%20the%20law.>
+
+[^donahoe-reasonable-balance]: **Donahoe v. Tatum** — "It is the law's function to maintain a reasonable balance in this area." *Donahoe v. Tatum, 242 Miss. 253, 134 So. 2d 442 (Miss. 1961).* <https://www.courtlistener.com/opinion/1748183/donahoe-v-tatum-dba-personnel-serv/#:~:text=It%20is%20the%20law's%20function,reasonable%20balance%20in%20this%20area.>
+
+[^raines-continued-employment]: **Raines v. Bottrell Insurance Agency, Inc.** — "The supreme court, however, has held that continued employment alone can be sufficient consideration to uphold a contract." *Raines v. Bottrell Ins. Agency, Inc., 992 So. 2d 642 (Miss. Ct. App. 2008).* <https://www.courtlistener.com/opinion/1813535/raines-v-bottrell-ins-agency-inc/#:~:text=The%20supreme%20court%2C%20however%2C%20has,consideration%20to%20uphold%20a%20contract.>
+
+[^heatherly-statewide-unreasonable]: **Redd Pest Control Co. v. Heatherly** — "We are of the opinion that the chancellor was justified in finding that it would be unreasonable as to Heatherly to restrict him from engaging in the pest control business throughout the State of Mississippi for the reason that Heatherly possessed no information that would make his competition with Redd unfair except in the Tupelo area." *Redd Pest Control Co. v. Heatherly, 248 Miss. 34, 157 So. 2d 133 (Miss. 1963).* <https://www.courtlistener.com/opinion/1851641/redd-pest-control-co-v-heatherly/#:~:text=We%20are%20of%20the%20opinion,except%20in%20the%20Tupelo%20area.>
+
+[^timber-lake-radius-reasonable]: **Timber Lake Foods, Inc. v. Estess** — "Since we find that a nationwide geographic restriction would have reasonably protected Timber Lake’s interests, we cannot say that Timber Lake’s effort to balance Stephanie’s interest by reducing that restriction to within a 250-mile radius of Tupelo was unreasonable." *Timber Lake Foods, Inc. v. Estess, 72 So. 3d 521 (Miss. Ct. App. 2011).* <https://www.courtlistener.com/opinion/5053376/timber-lake-foods-inc-v-estess/#:~:text=Since%20we%20find%20that%20a,radius%20of%20Tupelo%20was%20unreasonable.>
+
+[^timber-lake-home-in-radius]: **Timber Lake Foods, Inc. v. Estess** — "She testified that she had worked out of Lawrence’s main office in California and from her home located in Baldwyn, Mississippi, which is within 250 miles of Tupelo." *Timber Lake Foods, Inc. v. Estess, 72 So. 3d 521 (Miss. Ct. App. 2011).* <https://www.courtlistener.com/opinion/5053376/timber-lake-foods-inc-v-estess/#:~:text=She%20testified%20that%20she%20had,within%20250%20miles%20of%20Tupelo.>
+
+[^heatherly-enforce-reasonable-part]: **Redd Pest Control Co. v. Heatherly** — "There is no sound reason why the contract should not be enforced to the extent that it is reasonable since it protects a legitimate business interest." *Redd Pest Control Co. v. Heatherly, 248 Miss. 34, 157 So. 2d 133 (Miss. 1963).* <https://www.courtlistener.com/opinion/1851641/redd-pest-control-co-v-heatherly/#:~:text=There%20is%20no%20sound%20reason,protects%20a%20legitimate%20business%20interest.>
+
+[^heatherly-partial-enforcement-issue]: **Redd Pest Control Co. v. Heatherly** — "The second question raised by appellant is whether an agreement restricting competition which is reasonable as to part of the territory described in the agreement but unreasonable as to the rest should be enforced as to the reasonable part." *Redd Pest Control Co. v. Heatherly, 248 Miss. 34, 157 So. 2d 133 (Miss. 1963).* <https://www.courtlistener.com/opinion/1851641/redd-pest-control-co-v-heatherly/#:~:text=The%20second%20question%20raised%20by,as%20to%20the%20reasonable%20part.>
+
+[^empiregas-bad-faith]: **Empiregas, Inc. of Kosciusko v. Bain** — "Moreover, as we have indicated, when an employer terminates an employee in bad faith, the terms of a non-competition agreement will not be enforced." *Empiregas, Inc. of Kosciusko v. Bain, 599 So. 2d 971 (Miss. 1992).* <https://www.courtlistener.com/opinion/1870077/empiregas-inc-of-kosciusko-v-bain/#:~:text=Moreover%2C%20as%20we%20have%20indicated%2C,agreement%20will%20not%20be%20enforced.>
+
+[^empiregas-equity]: **Empiregas, Inc. of Kosciusko v. Bain** — "However, when the Chancellor finds that the employee's termination was arbitrary, capricious or in bad faith, he can ‘lend the hand of equity’ in refusing to enforce the agreement." *Empiregas, Inc. of Kosciusko v. Bain, 599 So. 2d 971 (Miss. 1992).* <https://www.courtlistener.com/opinion/1870077/empiregas-inc-of-kosciusko-v-bain/#:~:text=However%2C%20when%20the%20Chancellor%20finds,refusing%20to%20enforce%20the%20agreement.>
+
+[^kennedy-ambiguous-accepting]: **Kennedy v. Metropolitan Life Insurance Co.** — "However, this Court concludes that the non-competition provision in the present case is ambiguous in that, unlike the provisions in Kemper and Girard , the provision in the present case does not expressly prohibit Kennedy from ‘accepting’ business with a former employee." *Kennedy v. Metropolitan Life Ins. Co., 759 So. 2d 362 (Miss. 2000).* <https://www.courtlistener.com/opinion/1855498/kennedy-v-metropolitan-life-ins-co/#:~:text=However%2C%20this%20Court%20concludes%20that,business%20with%20a%20former%20employee.>
+
+[^kennedy-accepting-can-be-valid]: **Kennedy v. Metropolitan Life Insurance Co.** — "This Court agrees with Met Life that a non-compete provision which prohibits an ex-employee from accepting business with his former customers may, in appropriate cases, constitute a reasonable and enforceable non-compete provision." *Kennedy v. Metropolitan Life Ins. Co., 759 So. 2d 362 (Miss. 2000).* <https://www.courtlistener.com/opinion/1855498/kennedy-v-metropolitan-life-ins-co/#:~:text=This%20Court%20agrees%20with%20Met,reasonable%20and%20enforceable%20non%2Dcompete%20provision.>
+
+[^frierson-no-extension]: **Frierson v. Sheppard Building Supply Co.** — "Having made the contract limiting the period to two years from the date of termination of employment, the court may not extend the time beyond that date." *Frierson v. Sheppard Bldg. Supply Co., 247 Miss. 157, 154 So. 2d 151 (Miss. 1963).* <https://www.courtlistener.com/opinion/1722477/frierson-v-sheppard-building-supply-co/#:~:text=Having%20made%20the%20contract%20limiting,the%20time%20beyond%20that%20date.>
+
+[^cascio-extension-effect]: **Cascio v. Cascio Investments, LLC** — "Also, injunctive relief was awarded by extending the NCA for Cascio’s failure to cancel the C- Rental trade name." *Cascio v. Cascio Investments, LLC, 327 So. 3d 59 (Miss. 2021).* <https://www.courtlistener.com/opinion/10627857/philip-t-cascio-jr-v-cascio-investments-llc-jackie-cascio-pearson-and/#:~:text=Also%2C%20injunctive%20relief%20was%20awarded,the%20C%2D%20Rental%20trade%20name.>
+
+[^cascio-extension-clause]: **Cascio v. Cascio Investments, LLC** — "Further, in the event of any breach of this agreement, the time period of non-competition shall be extended by the time the undersigned was in breach, even if the time period of non-competition would have otherwise expired according to the terms of this Non-Competition Agreement." *Cascio v. Cascio Investments, LLC, 327 So. 3d 59 (Miss. 2021).* <https://www.courtlistener.com/opinion/10627857/philip-t-cascio-jr-v-cascio-investments-llc-jackie-cascio-pearson-and/#:~:text=Further%2C%20in%20the%20event%20of,terms%20of%20this%20Non%2DCompetition%20Agreement.>
+
+[^q7-texas-road-boring]: **Texas Road Boring Co. of Louisiana-Mississippi v. Parker** — "Non-competition agreements are not favored in law and in considering them, courts recognize there are three major aspects to be looked to: the rights of the employer, the rights of the employee, and the rights of the public." *Texas Road Boring Co. of La.-Miss. v. Parker, 194 So. 2d 885 (Miss. 1967).* <https://www.courtlistener.com/opinion/1880375/texas-road-boring-co-of-louisiana-miss-v-parker/#:~:text=Non%2Dcompetition%20agreements%20are%20not%20favored,the%20rights%20of%20the%20public.>
+
+[^cooper-general-application]: **Cooper v. Gidden** — "A covenant not to compete will be given general application unless, by its own terms, it specifically expresses an intent that it be a personal covenant flowing only to the original obligee." *Cooper v. Gidden, 515 So. 2d 900 (Miss. 1987).* <https://www.courtlistener.com/opinion/1898073/cooper-v-gidden/#:~:text=A%20covenant%20not%20to%20compete%20will,only%20to%20the%20original%20obligee.>
+
+[^cascio-extension-clause-x]: **Cascio v. Cascio Investments, LLC** — "[Cascio] will execute a non-compete agreement with CSW for a period of five years covering Mississippi, Arkansas, Louisiana, Tennessee, and Missouri." *Cascio v. Cascio Investments, LLC, 327 So. 3d 59 (Miss. 2021).* <https://www.courtlistener.com/opinion/10627857/philip-t-cascio-jr-v-cascio-investments-llc-jackie-cascio-pearson-and/#:~:text=%5BCascio%5D%20will%20execute%20a%20non%2Dcompete,Arkansas%2C%20Louisiana%2C%20Tennessee%2C%20and%20Missouri.>
+
+[^cascio-affirmed]: **Cascio v. Cascio Investments, LLC** — "Regarding the direct appeal, we conclude that substantial evidence supports the circuit court’s findings, and the circuit court is affirmed as to all issues except the joinder of the Jackie and Phyllis as plaintiffs." *Cascio v. Cascio Investments, LLC, 327 So. 3d 59 (Miss. 2021).* <https://www.courtlistener.com/opinion/10627857/philip-t-cascio-jr-v-cascio-investments-llc-jackie-cascio-pearson-and/#:~:text=Regarding%20the%20direct%20appeal%2C%20we,Jackie%20and%20Phyllis%20as%20plaintiffs.>
+
+[^wiggins-bound-after-buyout]: **Wiggins v. Southern Securities Group, LLC** — "Thus, based on the evidence presented at the preliminary-injunction hearing, the trial court did not err by finding that the noncompete provision was binding on Wiggins and that Wiggins was enjoined from competing with SSG" *Wiggins v. Southern Securities Group, LLC, No. 2024-CA-00251-SCT (Miss. 2025).* <https://www.courtlistener.com/opinion/10840985/robert-c-wiggins-v-southern-securities-group-llc-and-brandi-hoover/#:~:text=Thus%2C%20based%20on%20the%20evidence,enjoined%20from%20competing%20with%20SSG>
+
+[^herring-not-enforceable]: **Herring Gas Co. v. Pine Belt Gas, Inc.** — "We find that the covenant not to compete contained within Rutland’s employment contract with Broome Gas may not be enforced by Herring Gas against Pine Belt Gas for the following two reasons: (1) the plain language of the asset-purchase agreement precludes enforcement; and (2) the purported assignment of Rutland’s employment contract after the sale of assets was of no effect because it occurred after Rutland’s resignation." *Herring Gas Co. v. Pine Belt Gas, Inc., 2 So. 3d 636 (Miss. 2009).* <https://www.courtlistener.com/opinion/5104773/herring-gas-co-v-pine-belt-gas-inc/#:~:text=We%20find%20that%20the%20covenant,it%20occurred%20after%20Rutland%E2%80%99s%20resignation.>
+
+[^watercolor-disaffirm]: **Watercolor Salon, LLC v. Hixon** — "And because Nealie disaffirmed the contract, it is unenforceable against her." *Watercolor Salon, LLC v. Hixon, No. 2021-IA-01151-SCT (Miss. 2022).* <https://www.courtlistener.com/opinion/10627678/watercolor-salon-llc-v-nealie-hixon/#:~:text=And%20because%20Nealie%20disaffirmed%20the,it%20is%20unenforceable%20against%20her.>
+
+[^rule-5-6-ban]: **Mississippi Rule of Professional Conduct 5.6** — "(a) a partnership or employment agreement that restricts the rights of a lawyer to practice after termination of the relationship, except an agreement concerning benefits upon retirement; or" *Miss. R. Prof'l Conduct 5.6(a).* <https://courts.ms.gov/research/rules/msrulesofcourt/rules_of_professional_conduct.pdf>
+
+[^rule-5-6-sale-exception]: **Mississippi Rule of Professional Conduct 5.6** — "This Rule does not prohibit restrictions that may be included in the terms of the sale of a law practice pursuant to Rule 1.17." *Miss. R. Prof'l Conduct 5.6.* <https://courts.ms.gov/research/rules/msrulesofcourt/rules_of_professional_conduct.pdf>
+
+[^hb500-healthcare-void]: **Mississippi House Bill 500 (2026 Reg. Sess.)** — "Any contract or agreement that creates, establishes or modifies the terms of a partnership, employment or any other form of professional relationship with a health care provider who is licensed in Mississippi, which includes any restriction of the right of the health care provider to practice his or her profession or occupation in any geographic area for any period of time after the termination of such partnership, employment or professional relationship, shall be void and unenforceable with respect to that restriction." *2026 Miss. H.B. 500 (Reg. Sess.).* <https://billstatus.ls.state.ms.us/documents/2026/pdf/HB/0500-0599/HB0500IN.pdf>
+
+[^sb2685-physician-void]: **Mississippi Senate Bill 2685 (2018 Reg. Sess.)** — "If a provision in a contract that creates or establishes the terms of a partnership, employment, or any other form of professional relationship with a physician includes any restriction of the right of the physician to practice medicine, that provision shall be void and unenforceable with respect to the restriction." *2018 Miss. S.B. 2685 (Reg. Sess.).* <https://billstatus.ls.state.ms.us/documents/2018/pdf/SB/2600-2699/SB2685IN.pdf>
+
+[^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.>

package/skills/legal-explainers/non-compete-contract-explainer/content/missouri.md

@@ -0,0 +1,219 @@
+---
+jurisdiction: "Missouri"
+slug: missouri
+countryCode: US
+snapshotAsOf: "2026-06-19"
+lastReviewed: "2026-06-03"
+canonicalUrl: https://openagreements.org/practice-guides/non-compete/us/missouri
+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/practice-guides/non-compete/us/missouri · **Snapshot as of:** 2026-06-19 · License: CC BY 4.0 · © openagreements.org
+
+# Non-Competes in Missouri[^about]
+
+Missouri enforces non-competes only when the restraint is reasonable and tied to protecting trade secrets or customer contacts, with separate statutory safe harbors for non-solicitation and owner covenants.
+
+
+## At a glance
+
+| Question | Missouri |
+| --- | --- |
+| **Are non-competes enforceable?** | Allowed if reasonable |
+| **Bottom line** | Missouri enforces a non-compete only to the extent it is reasonable and protects the employer's trade secrets or customer contacts, not mere competition, with the employer bearing the burden. |
+| **Main law or case** | Healthcare Servs. of the Ozarks, Inc. v. Copeland, 198 S.W.3d 604 (Mo. banc 2006) |
+| **Main exceptions** | Employee no-hire/anti-raiding safe harbor (§ 431.202, ≤1 yr); owner/sale covenants (§ 431.204); no physician statutory cap |
+| **Can a court narrow it?** | Yes — rewrites to reasonable |
+| **Applies to contractors?** | Unclear |
+| **Restriction extended during a breach?** | Not addressed |
+| **Maximum length set by law** | No statutory limit (~2 yrs commonly within range) |
+
+## Are employee non-compete agreements enforceable in Missouri? {#employee-noncompetes}
+
+**Short answer.** Yes, sometimes. Missouri is a reasonableness state, not a general ban state. A non-compete is enforceable only if it is reasonable — no more restrictive than necessary — and only to the extent it protects the employer's trade secrets or customer contacts, not mere competition [^copeland-reasonable-standard][^copeland-mere-competition].
+
+Because covenants not to compete are restraints on trade, Missouri courts treat them as presumptively void and enforce them only to the extent they are demonstrably reasonable, with the employer carrying the burden of proof [^yates-presumptively-void][^whelan-employer-burden]. Every contract in restraint of trade is unlawful as a baseline matter under Missouri's antitrust statute, which is the policy backdrop against which a covenant must be justified [^restraint-of-trade-backdrop].
+
+"In addition, such restrictions are not enforceable to protect an employer from mere competition by a former employee, but only to the extent that the restrictions protect the employer’s trade secrets or customer contacts."[^copeland-mere-competition]
+
+In practice, courts assess duration and geographic scope against the employer's actual operational footprint; restrictions of up to about two years are commonly within the range courts will consider, but reasonableness is always fact-specific [^whelan-employer-burden].
+
+> [!NOTE]
+> **Practice note.**
+>
+> Do not treat Missouri as a total-ban state, but do not assume any covenant is enforceable either. Start by identifying the trade secret or customer-contact interest the restraint actually protects; a covenant aimed at ordinary competition will not be enforced no matter how it is drafted [^copeland-mere-competition][^yates-presumptively-void].
+
+## What legitimate business interests can support a Missouri non-compete? {#protectable-interests}
+
+**Short answer.** For an ordinary employee non-compete, only two: trade secrets and customer contacts. Missouri courts have carved out these narrow exceptions to the rule against restraints on trade, and the covenant must be tied to one of them [^copeland-two-interests][^paradise-two-interests].
+
+A customer-contacts interest exists where the employee had substantial contact with customers and an opportunity to influence them; the employer need not prove the former employee actually solicited anyone [^osage-customer-contacts][^paradise-no-actual-solicitation].
+
+"If the covenant is lawful and the opportunity for influencing customers exists, enforcement is appropriate."[^osage-customer-contacts]
+
+The trade-secret interest is defined by the Missouri Uniform Trade Secrets Act, which protects information that derives independent economic value from secrecy and is subject to reasonable secrecy efforts [^mutsa-trade-secret-definition].
+
+> [!CAUTION]
+> **Drafting note.**
+>
+> Do not write a covenant to block ordinary competition disconnected from a protectable interest. Tie the restraint to specific trade secrets or to customers the employee actually serviced, and keep a separate trade-secret strategy under the Uniform Trade Secrets Act [^copeland-two-interests][^mutsa-trade-secret-definition].
+
+## How does Missouri treat employee no-hire and customer non-solicitation covenants? {#non-solicitation-431-202}
+
+**Short answer.** They follow two different tracks. Covenants not to solicit, recruit, or hire the employer's own workforce have a statutory safe harbor under section 431.202 — conclusively presumed reasonable if their post-employment duration is no more than one year — while covenants not to solicit customers are judged under the common-law reasonableness test [^section-431-202-presumption][^whelan-customer-overbroad].
+
+Section 431.202 reaches a covenant promising not to solicit, recruit, hire, or otherwise interfere with the employment of one or more of the employer's employees — an anti-raiding or no-hire covenant, not a customer restriction. Such a covenant is enforceable when it protects the employer's confidential information or its customer or supplier relationships, goodwill, or loyalty, or even without one of those interests if it runs no more than one year — except that the one-year route does not apply to employees who provide only secretarial or clerical services [^section-431-202-clerical]. Section 431.202 is not a general non-compete statute; it expressly does not create or affect the enforceability of employer-employee covenants not to compete, which remain governed by the common-law reasonableness test [^section-431-202-presumption].
+
+"Whether a covenant covered by this section is reasonable shall be determined based upon the facts and circumstances pertaining to such covenant, but a covenant covered exclusively by subdivision (3) or (4) of subsection 1 of this section shall be conclusively presumed to be reasonable if its postemployment duration is no more than one year."[^section-431-202-presumption]
+
+Customer non-solicitation is a separate, common-law inquiry. In *Whelan*, the Missouri Supreme Court found a customer non-solicitation clause overbroad as written because it reached customers regardless of the employee's relationship with them — including prospective customers — beyond the employer's legitimate customer-contacts interest [^whelan-customer-overbroad].
+
+> [!NOTE]
+> **Practice note.**
+>
+> Draft an employee no-hire or anti-raiding covenant to one year or less to capture the section 431.202 conclusive presumption, and do not rely on the one-year route for purely secretarial or clerical staff. For a customer non-solicit — which section 431.202 does not cover — the safest course is to limit it to customers the employee actually serviced, the group *Whelan* left enforceable after striking the overbroad reach [^section-431-202-presumption][^section-431-202-clerical][^whelan-customer-overbroad].
+
+## What consideration is required to support a Missouri non-compete? {#consideration}
+
+**Short answer.** This is unsettled. Missouri appellate cases have treated continued at-will employment plus access to the employer's customers or trade secrets as adequate consideration, but the Missouri Supreme Court's reasoning that an at-will promise is illusory — and a federal court applying it to a non-compete — has cast real doubt on relying on continued employment alone [^jumbosack-consideration][^baker-illusory][^durrell-at-will].
+
+In *JumboSack*, the court of appeals recognized continued employment as consideration where the employee also received access to protectable assets and relationships [^jumbosack-consideration]. But in *Baker v. Bristol Care*, the Missouri Supreme Court held that a promise of continued at-will employment is not valid consideration because the employer promises nothing it is not already free to do [^baker-illusory]. A federal court then applied that reasoning directly to a non-compete in *Durrell*, concluding that at-will employment is not a source of consideration under Missouri contract law [^durrell-at-will].
+
+"An offer of at-will employment, or the continuation of at-will employment, is simply not a source of consideration under Missouri contract law."[^durrell-at-will]
+
+Because *Baker* arose in the arbitration context and the Missouri Supreme Court has not squarely resolved the question for non-competes, lower courts are not bound to follow *Durrell*, and the law remains divided.
+
+> [!CAUTION]
+> **Drafting note.**
+>
+> Do not rely on continued at-will employment as the only consideration for a Missouri non-compete. Support the covenant with independent consideration — a signing bonus, a raise, specialized training, or another concrete benefit — and document it, because *Baker* and *Durrell* make bare continued-employment consideration a litigation risk [^baker-illusory][^durrell-at-will][^jumbosack-consideration].
+
+## Will a Missouri court modify (blue-pencil) an overbroad non-compete? {#court-modification}
+
+**Short answer.** It can, but it does not have to. Missouri courts have authority to refuse to enforce unreasonable terms or to modify an overbroad covenant to make it reasonable, yet modification is discretionary — a court may instead decline to enforce the covenant at all [^whelan-modification][^sigma-refused-modification].
+
+In *Sigma-Aldrich*, the court of appeals affirmed both the trial court's refusal to enforce a covenant that lacked any geographic or other non-temporal limit and its discretionary decision not to rewrite it [^sigma-refused-modification]. There is also a litigation-economics trap: an employer that needs the court to blue-pencil its overbroad agreement may not qualify as the prevailing party and can lose its contractual right to attorney's fees [^paradise-prevailing-party]. For a clause-by-clause pass over a specific agreement against these drafting rules, the [Missouri non-compete review checklist](/checklists/non-compete/us/missouri) walks the full covenant suite item by item with each requirement's force level.
+
+"Accordingly, when the provisions of a non-compete clause impose a restraint that is unreasonably broad, appellate courts still can give effect to its purpose by refusing to give effect to the unreasonable terms or modifying the terms of the contract to be reasonable."[^whelan-modification]
+
+> [!NOTE]
+> **Practice note.**
+>
+> Do not rely on a court to rewrite an overbroad covenant. Drafting to the outer edge risks both non-enforcement, if the court declines to modify, and forfeiture of a contractual attorney's-fee award even when the covenant is ultimately enforced as modified [^sigma-refused-modification][^paradise-prevailing-party].
+
+## Does a Missouri non-compete period toll or extend during a breach or litigation? {#tolling}
+
+**Short answer.** Missouri law does not squarely answer this. Neither the non-solicitation safe harbor nor the owner-covenant statute addresses whether a restricted period pauses (tolls) while a former employee is violating the covenant or while litigation is pending, and Missouri appellate courts have not laid down a clear rule on judicial or contractual tolling for non-competes [^tolling-431-202-duration][^tolling-whelan-time].
+
+This is an open question, so treat it conservatively. The statutory presumptions in section 431.202 are framed around a fixed post-employment duration, and *Whelan* measures reasonableness against the covenant's stated time and geographic terms — so a clause that effectively lengthens the restraint by tolling could be tested against those same reasonableness and safe-harbor limits [^tolling-431-202-duration][^tolling-whelan-time].
+
+> [!NOTE]
+> **Practice note.**
+>
+> If you want the restricted period to extend during a breach, say so expressly in the covenant rather than assuming a court will toll it — Missouri has no clear authority requiring judicial tolling. But keep the total potential restraint within a reasonable duration: an extension that pushes a one-year non-solicit past the section 431.202 safe harbor, or a non-compete past what *Whelan* would consider reasonable in time, may invite a reasonableness challenge [^tolling-431-202-duration][^tolling-whelan-time].
+
+## What rules apply to owner and sale-of-business covenants under section 431.204? {#owner-sale-of-business-431-204}
+
+**Short answer.** A separate statute governs them. Section 431.204, effective August 28, 2023, presumes certain covenants between a business entity and an owner enforceable: an owner's covenant not to solicit, recruit, hire, or interfere with the entity's employees or owners for up to two years, and an owner's customer non-solicitation covenant of up to five years limited to customers the owner dealt with [^section-431-204-employee][^section-431-204-customer].
+
+Section 431.204 also imposes a mandatory reformation rule that differs sharply from the discretionary blue-penciling used for ordinary employment covenants: if an owner covenant is overbroad, a court *shall* modify it and enforce it as modified [^section-431-204-modify]. Like section 431.202, it is not a general non-compete statute and does not change the enforceability of covenants not to compete except as the section provides [^section-431-204-not-noncompete].
+
+"If a covenant is overbroad, overlong, or otherwise not reasonably necessary to protect the protectable business interests of the business entity seeking enforcement of the covenant, a court shall modify the covenant, enforce the covenant as modified, and grant only the relief reasonably necessary to protect such interests."[^section-431-204-modify]
+
+> [!NOTE]
+> **Practice note.**
+>
+> Confirm the covenant is actually between a business entity and an owner before relying on section 431.204 — its caps and its mandatory-modification rule apply to owner covenants, not to ordinary employee non-competes. Because the section does not define owner, make sure the covenanting party genuinely holds an ownership interest rather than a nominal equity stake [^section-431-204-modify][^section-431-204-not-noncompete].
+
+## Are physician and healthcare non-competes restricted in Missouri? {#healthcare-physician}
+
+**Short answer.** Not yet by statute. Physician non-competes in Missouri are still governed by the common-law reasonableness test, and repeated legislative attempts to cap them have not become law [^physician-copeland][^hb-2979-physician-bill].
+
+Missouri legislators have repeatedly introduced bills to cap physician covenants in recent sessions. The most recent, the 2026 Missouri Rural Doctors Act (HB 2979), would make a physician non-compete with a nonprofit employer enforceable only in a clinical setting and only within 365 days and five miles, with a carve-out for research university hospitals [^hb-2979-physician-bill]. As of this review none of these bills had been enacted, so physician covenants remain governed by the common-law reasonableness standard [^physician-copeland].
+
+> [!NOTE]
+> **Practice note.**
+>
+> Do not assume Missouri has a physician non-compete cap; healthcare covenants are still tested under the *Copeland* reasonableness standard. Watch the legislature, because the 365-day, five-mile framework in HB 2979 could re-emerge in a future session [^physician-copeland][^hb-2979-physician-bill].
+
+## What remedies are available when a Missouri non-compete is breached? {#remedies}
+
+**Short answer.** Damages, injunctive relief, and a parallel trade-secret track. A liquidated-damages clause is enforceable if it is a reasonable forecast of damages rather than a penalty, and the Uniform Trade Secrets Act separately authorizes injunctions against actual or threatened trade-secret misappropriation [^mayer-liquidated-damages][^mutsa-injunction].
+
+A liquidated-damages provision is valid in Missouri when the amount is a reasonable forecast of the harm and the harm is difficult to estimate; the Eighth Circuit, applying Missouri law in *Mayer Hoffman McCann*, upheld a large award measured by the fees from diverted clients [^mayer-liquidated-damages]. The Missouri Uniform Trade Secrets Act supplies an independent path to relief: it authorizes injunctions for actual or threatened misappropriation and expressly preserves contractual remedies, so a trade-secret claim can stand even where a covenant is narrow or unenforceable [^mutsa-injunction][^mutsa-contractual-remedies].
+
+"If both requirements are met, the liquidated damages provision is valid."[^mayer-liquidated-damages]
+
+> [!CAUTION]
+> **Drafting note.**
+>
+> Draft any liquidated-damages clause as a genuine, reasonable forecast of hard-to-measure harm, not a deterrent penalty, or it will not be enforced. Keep a separate confidentiality and trade-secret strategy under the Uniform Trade Secrets Act so relief does not depend solely on the covenant [^mayer-liquidated-damages][^mutsa-contractual-remedies].
+
+[^about]: By Steven Obiajulu, J.D. Published by [openagreements.org](https://openagreements.org). Last reviewed 2026-06-03. License: CC BY 4.0. Steven Obiajulu, J.D. is admitted in New York, not Missouri. This article synthesizes Missouri primary law and is not legal advice from a Missouri-admitted attorney. This article is for informational purposes only and does not create an attorney-client relationship.
+
+[^copeland-reasonable-standard]: **Healthcare Services of the Ozarks, Inc. v. Copeland** — "In practical terms, a non-compete agreement is reasonable if it is no more restrictive than is necessary to protect the legitimate interests of the employer." *Healthcare Servs. of the Ozarks, Inc. v. Copeland, 198 S.W.3d 604 (Mo. banc 2006).* <https://www.courtlistener.com/opinion/1654936/healthcare-services-of-the-ozarks-inc-v-copeland/#:~:text=In%20practical%20terms%2C%20a%20non%2Dcompete,legitimate%20interests%20of%20the%20employer.>
+
+[^copeland-mere-competition]: **Healthcare Services of the Ozarks, Inc. v. Copeland** — "In addition, such restrictions are not enforceable to protect an employer from mere competition by a former employee, but only to the extent that the restrictions protect the employer’s trade secrets or customer contacts." *Healthcare Servs. of the Ozarks, Inc. v. Copeland, 198 S.W.3d 604 (Mo. banc 2006).* <https://www.courtlistener.com/opinion/1654936/healthcare-services-of-the-ozarks-inc-v-copeland/#:~:text=In%20addition%2C%20such%20restrictions%20are,trade%20secrets%20or%20customer%20contacts.>
+
+[^yates-presumptively-void]: **Payroll Advance, Inc. v. Yates** — "Generally, because covenants not to compete are considered to be restraints on trade, they are presumptively void and are enforceable only to the extent that they are demonstratively reasonable." *Payroll Advance, Inc. v. Yates, 270 S.W.3d 428 (Mo. App. S.D. 2008).* <https://www.courtlistener.com/opinion/1590178/payroll-advance-inc-v-yates/#:~:text=Generally%2C%20because%20covenants%20not%20to,that%20they%20are%20demonstratively%20reasonable.>
+
+[^whelan-employer-burden]: **Whelan Security Co. v. Kennebrew** — "The employer has the burden to prove that the non-compete agreement protects its legitimate interests in trade secrets or customer contacts and that the agreement is reasonable as to time and geographic space." *Whelan Sec. Co. v. Kennebrew, 379 S.W.3d 835 (Mo. banc 2012).* <https://www.courtlistener.com/opinion/5283000/whelan-security-co-v-kennebrew/#:~:text=The%20employer%20has%20the%20burden,to%20time%20and%20geographic%20space.>
+
+[^restraint-of-trade-backdrop]: **Mo. Rev. Stat. § 416.031** — "Every contract, combination or conspiracy in restraint of trade or commerce in this state is unlawful." *Mo. Rev. Stat. § 416.031(1).* <https://revisor.mo.gov/main/OneSection.aspx?section=416.031>
+
+[^copeland-two-interests]: **Healthcare Services of the Ozarks, Inc. v. Copeland** — "Missouri courts have carved out narrow exceptions for trade secrets and customer contacts." *Healthcare Servs. of the Ozarks, Inc. v. Copeland, 198 S.W.3d 604 (Mo. banc 2006).* <https://www.courtlistener.com/opinion/1654936/healthcare-services-of-the-ozarks-inc-v-copeland/#:~:text=Missouri%20courts%20have%20carved%20out,trade%20secrets%20and%20customer%20contacts.>
+
+[^paradise-two-interests]: **Paradise v. Midwest Asphalt Coatings, Inc.** — "Missouri recognizes two legitimate business interests: trade secrets and customer contacts." *Paradise v. Midwest Asphalt Coatings, Inc., 316 S.W.3d 327 (Mo. App. W.D. 2010).* <https://www.courtlistener.com/opinion/1873853/paradise-v-midwest-asphalt-coatings-inc/#:~:text=Missouri%20recognizes%20two%20legitimate%20business,trade%20secrets%20and%20customer%20contacts.>
+
+[^osage-customer-contacts]: **Osage Glass, Inc. v. Donovan** — "If the covenant is lawful and the opportunity for influencing customers exists, enforcement is appropriate." *Osage Glass, Inc. v. Donovan, 693 S.W.2d 71 (Mo. banc 1985).* <https://www.courtlistener.com/opinion/1781769/osage-glass-inc-v-donovan/#:~:text=If%20the%20covenant%20is%20lawful,customers%20exists%2C%20enforcement%20is%20appropriate.>
+
+[^paradise-no-actual-solicitation]: **Paradise v. Midwest Asphalt Coatings, Inc.** — "An employer is not required to show actual solicitation or a willful violation of the non-compete agreement." *Paradise v. Midwest Asphalt Coatings, Inc., 316 S.W.3d 327 (Mo. App. W.D. 2010).* <https://www.courtlistener.com/opinion/1873853/paradise-v-midwest-asphalt-coatings-inc/#:~:text=An%20employer%20is%20not%20required,violation%20of%20the%20non%2Dcompete%20agreement.>
+
+[^mutsa-trade-secret-definition]: **Mo. Rev. Stat. § 417.453** — "Derives independent economic value, actual or potential, from not being generally known to, and not being readily ascertainable by proper means by other persons who can obtain economic value from its disclosure or use; and (b) Is the subject of efforts that are reasonable under the circumstances to maintain its secrecy." *Mo. Rev. Stat. § 417.453(4).* <https://revisor.mo.gov/main/OneSection.aspx?section=417.453>
+
+[^section-431-202-presumption]: **Mo. Rev. Stat. § 431.202** — "Whether a covenant covered by this section is reasonable shall be determined based upon the facts and circumstances pertaining to such covenant, but a covenant covered exclusively by subdivision (3) or (4) of subsection 1 of this section shall be conclusively presumed to be reasonable if its postemployment duration is no more than one year." *Mo. Rev. Stat. § 431.202.2.* <https://revisor.mo.gov/main/OneSection.aspx?section=431.202>
+
+[^whelan-customer-overbroad]: **Whelan Security Co. v. Kennebrew** — "As written, the customer non-solicitation clauses are more broad than necessary to protect Whelan’s legitimate interest in customer contacts." *Whelan Sec. Co. v. Kennebrew, 379 S.W.3d 835 (Mo. banc 2012).* <https://www.courtlistener.com/opinion/5283000/whelan-security-co-v-kennebrew/#:~:text=As%20written%2C%20the%20customer%20non%2Dsolicitation,legitimate%20interest%20in%20customer%20contacts.>
+
+[^section-431-202-clerical]: **Mo. Rev. Stat. § 431.202** — "Between an employer and one or more employees, notwithstanding the absence of the protectable interests described in subdivision (3) of this subsection, so long as such covenant does not continue for more than one year following the employee's employment; provided, however, that this subdivision shall not apply to covenants signed by employees who provide only secretarial or clerical services." *Mo. Rev. Stat. § 431.202.1(4).* <https://revisor.mo.gov/main/OneSection.aspx?section=431.202>
+
+[^jumbosack-consideration]: **JumboSack Corp. v. Buyck** — "In the instant case, Employee received in consideration for his covenant not to compete, access to Employer’s new and existing customers, as well as continued at-will employment, salary, and commissions." *JumboSack Corp. v. Buyck, 407 S.W.3d 51 (Mo. App. E.D. 2013).* <https://www.courtlistener.com/opinion/5285458/jumbosack-corp-v-buyck/#:~:text=In%20the%20instant%20case%2C%20Employee,at%2Dwill%20employment%2C%20salary%2C%20and%20commissions.>
+
+[^baker-illusory]: **Baker v. Bristol Care, Inc.** — "An offer of continued at-will employment is not valid consideration because the employer makes no legally enforceable promise to do or refrain from doing anything it is not already entitled to do." *Baker v. Bristol Care, Inc., 450 S.W.3d 770 (Mo. banc 2014).* <https://www.courtlistener.com/opinion/2718919/carla-baker-v-bristol-care-inc-dba-bristol-manor-and-david-furnell/#:~:text=An%20offer%20of%20continued%20at%2Dwill,not%20already%20entitled%20to%20do.>
+
+[^durrell-at-will]: **Durrell v. Tech Electronics, Inc.** — "An offer of at-will employment, or the continuation of at-will employment, is simply not a source of consideration under Missouri contract law." *Durrell v. Tech Elecs., Inc., No. 4:16-cv-01367, 2016 WL 6833956 (E.D. Mo. Nov. 15, 2016).* <https://www.govinfo.gov/app/details/USCOURTS-moed-4_16-cv-01367>
+
+[^whelan-modification]: **Whelan Security Co. v. Kennebrew** — "Accordingly, when the provisions of a non-compete clause impose a restraint that is unreasonably broad, appellate courts still can give effect to its purpose by refusing to give effect to the unreasonable terms or modifying the terms of the contract to be reasonable." *Whelan Sec. Co. v. Kennebrew, 379 S.W.3d 835 (Mo. banc 2012).* <https://www.courtlistener.com/opinion/5283000/whelan-security-co-v-kennebrew/#:~:text=Accordingly%2C%20when%20the%20provisions%20of,the%20contract%20to%20be%20reasonable.>
+
+[^sigma-refused-modification]: **Sigma-Aldrich Corp. v. Vikin** — "The trial court also did not err by using its discretion and refusing to modify the Agreement." *Sigma-Aldrich Corp. v. Vikin, 451 S.W.3d 767 (Mo. App. E.D. 2014).* <https://www.courtlistener.com/opinion/2741957/sigma-aldrich-corporation-v-omar-vikin/#:~:text=The%20trial%20court%20also%20did,refusing%20to%20modify%20the%20Agreement.>
+
+[^paradise-prevailing-party]: **Paradise v. Midwest Asphalt Coatings, Inc.** — "Notwithstanding any affirmative defense, a party requesting payment of contractual attorney fees must be the prevailing party." *Paradise v. Midwest Asphalt Coatings, Inc., 316 S.W.3d 327 (Mo. App. W.D. 2010).* <https://www.courtlistener.com/opinion/1873853/paradise-v-midwest-asphalt-coatings-inc/#:~:text=Notwithstanding%20any%20affirmative%20defense%2C%20a,must%20be%20the%20prevailing%20party.>
+
+[^tolling-431-202-duration]: **Mo. Rev. Stat. § 431.202** — "Whether a covenant covered by this section is reasonable shall be determined based upon the facts and circumstances pertaining to such covenant, but a covenant covered exclusively by subdivision (3) or (4) of subsection 1 of this section shall be conclusively presumed to be reasonable if its postemployment duration is no more than one year." *Mo. Rev. Stat. § 431.202.2.* <https://revisor.mo.gov/main/OneSection.aspx?section=431.202>
+
+[^tolling-whelan-time]: **Whelan Security Co. v. Kennebrew** — "The employer has the burden to prove that the non-compete agreement protects its legitimate interests in trade secrets or customer contacts and that the agreement is reasonable as to time and geographic space." *Whelan Sec. Co. v. Kennebrew, 379 S.W.3d 835 (Mo. banc 2012).* <https://www.courtlistener.com/opinion/5283000/whelan-security-co-v-kennebrew/#:~:text=The%20employer%20has%20the%20burden,to%20time%20and%20geographic%20space.>
+
+[^section-431-204-employee]: **Mo. Rev. Stat. § 431.204** — "A reasonable covenant in writing promising not to solicit, recruit, hire, induce, persuade, encourage, or otherwise interfere with, directly or indirectly, the employment of one or more employees or owners of a business entity shall be presumed to be enforceable and not a restraint of trade pursuant to subsection 1 of section 416.031 if it is between a business entity and the owner of the business entity and does not continue for more than two years following the end of the owner's business relationship with the business entity." *Mo. Rev. Stat. § 431.204.1.* <https://revisor.mo.gov/main/OneSection.aspx?section=431.204>
+
+[^section-431-204-customer]: **Mo. Rev. Stat. § 431.204** — "A reasonable covenant in writing promising not to solicit, induce, direct, or otherwise interfere with, directly or indirectly, a business entity's customers, including any reduction, termination, or transfer of any customer's business, in whole or in part, for the purposes of providing any product or any service that is competitive with those provided by the business entity shall be presumed to be enforceable and not a restraint of trade pursuant to subsection 1 of section 416.031 if the covenant is limited to customers with whom the owner dealt and if the covenant is between a business entity and an owner, so long as the covenant does not continue for more than five years following the end of the owner's business relationship with the business entity." *Mo. Rev. Stat. § 431.204.2.* <https://revisor.mo.gov/main/OneSection.aspx?section=431.204>
+
+[^section-431-204-modify]: **Mo. Rev. Stat. § 431.204** — "If a covenant is overbroad, overlong, or otherwise not reasonably necessary to protect the protectable business interests of the business entity seeking enforcement of the covenant, a court shall modify the covenant, enforce the covenant as modified, and grant only the relief reasonably necessary to protect such interests." *Mo. Rev. Stat. § 431.204.4.* <https://revisor.mo.gov/main/OneSection.aspx?section=431.204>
+
+[^section-431-204-not-noncompete]: **Mo. Rev. Stat. § 431.204** — "Nothing in this section is intended to create or to affect the validity or enforceability of covenants not to compete, other types of covenants, or nondisclosure or confidentiality agreements, except as expressly provided in this section." *Mo. Rev. Stat. § 431.204.5.* <https://revisor.mo.gov/main/OneSection.aspx?section=431.204>
+
+[^physician-copeland]: **Healthcare Services of the Ozarks, Inc. v. Copeland** — "In practical terms, a non-compete agreement is reasonable if it is no more restrictive than is necessary to protect the legitimate interests of the employer." *Healthcare Servs. of the Ozarks, Inc. v. Copeland, 198 S.W.3d 604 (Mo. banc 2006).* <https://www.courtlistener.com/opinion/1654936/healthcare-services-of-the-ozarks-inc-v-copeland/#:~:text=In%20practical%20terms%2C%20a%20non%2Dcompete,legitimate%20interests%20of%20the%20employer.>
+
+[^hb-2979-physician-bill]: **Mo. H.B. 2979 (2026) — Missouri Rural Doctors Act** — "A covenant not to compete between a physician and a nonprofit employer shall be valid and enforceable only if: (1) The physician is providing health care services in a clinical setting; (2) The covenant not to compete does not restrict the physician's competitive activities for a period of more than three hundred sixty-five days; and (3) The covenant not to compete does not restrict the physician's competitive activities in a geographic area of more than five miles from the address of the office or facility in which the physician provides health care services in a clinical setting." *Mo. H.B. 2979, 103d Gen. Assemb., 2d Reg. Sess. (2026) (as introduced).* <https://documents.house.mo.gov/billtracking/bills261/hlrbillspdf/6359H.02I.pdf>
+
+[^mayer-liquidated-damages]: **Mayer Hoffman McCann, P.C. v. Barton** — "If both requirements are met, the liquidated damages provision is valid." *Mayer Hoffman McCann, P.C. v. Barton, 614 F.3d 893 (8th Cir. 2010).* <https://www.courtlistener.com/opinion/152690/mayer-hoffman-mccann-pc-v-barton/#:~:text=If%20both%20requirements%20are%20met%2C,liquidated%20damages%20provision%20is%20valid.>
+
+[^mutsa-injunction]: **Mo. Rev. Stat. § 417.455** — "Actual or threatened misappropriation may be enjoined." *Mo. Rev. Stat. § 417.455.1.* <https://revisor.mo.gov/main/OneSection.aspx?section=417.455>
+
+[^mutsa-contractual-remedies]: **Mo. Rev. Stat. § 417.463** — "Sections 417.450 to 417.467 shall not affect: (1) Contractual remedies, whether or not based upon misappropriation of a trade secret; or" *Mo. Rev. Stat. § 417.463.2(1).* <https://revisor.mo.gov/main/OneSection.aspx?section=417.463>