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+---
+jurisdiction: "Western Australia, Australia"
+slug: western-australia
+countryCode: AU
+snapshotAsOf: "2026-06-19"
+lastReviewed: "2026-06-10"
+canonicalUrl: https://openagreements.org/practice-guides/non-compete/au/western-australia
+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/au/western-australia · **Snapshot as of:** 2026-06-19 · License: CC BY 4.0 · © openagreements.org
+
+# Non-Compete Enforceability in Western Australia[^about]
+
+In Western Australia a post-employment non-compete is presumptively void as a restraint of trade and binds a former employee only so far as it is reasonable; Western Australia has no statutory read-down power, so courts apply the common-law blue-pencil rule only — they can delete genuinely distinct, severable covenants but cannot rewrite an overbroad clause, and a clause that severance cannot save fails entirely.
+
+
+## At a glance
+
+| Question | Western Australia, Australia |
+| --- | --- |
+| **Are non-competes enforceable?** | Allowed if reasonable |
+| **Bottom line** | A Western Australian non-compete is presumptively void and binds a former employee only so far as it is reasonable to protect a legitimate interest; there is no statutory read-down power, so a court can only strike out genuinely distinct, severable covenants under the blue-pencil rule and an overbroad clause that severance cannot save fails entirely. |
+| **Main law or case** | Common-law restraint of trade (no equivalent of the NSW Restraints of Trade Act 1976) |
+| **Main exceptions** | Sale-of-business covenants are judged more leniently; a proposed federal ban would, if enacted, cover most employees earning under the Fair Work Act high-income threshold (with sale-of-business and above-threshold restraints reported to be excluded), but it is not yet law. |
+| **Can a court narrow it?** | Only strikes wording |
+| **Applies to contractors?** | Yes |
+| **Restriction extended during a breach?** | Untested; reasonableness is fixed at the date of contract, and no Western Australian authority validates extending a restraint because of a breach. |
+| **Maximum length set by law** | No statutory cap; reasonableness is judged case by case (a six-month competitor restraint was upheld in Emeco International Pty Ltd v O'Shea [No 2], while a 12-month statewide restraint failed even to establish a prima facie case in Bend-Tech Group v Beek). |
+
+## Are employee non-competes enforceable in Western Australia? {#enforceability}
+
+**Short answer.** Only so far as they are reasonable. A post-employment non-compete is treated as a restraint of trade, which the courts presume is void as contrary to public policy unless the employer shows it goes no further than is reasonably necessary to protect a legitimate business interest [^austal-presumed-void]. The working test is two-sided: the restraint must be necessary for the adequate protection of the employer, while preserving the fullest liberty of action for the former employee consistent with that protection [^bendtech-reasonableness-test].
+
+Western Australia is not a per se ban jurisdiction, and it has no statute that sets fixed numeric limits on duration or area. It is a reasonableness jurisdiction built entirely on the common-law restraint-of-trade doctrine. The starting point is that every post-employment covenant is presumptively unenforceable, and the burden is on the employer to justify it [^lindner-onus].
+
+"Covenants that restrain an ex-employee from competing with the ex-employer are at common law contrary to public policy and void unless it can be justified by the special circumstances of the case."[^smith-void-unless]
+
+That formulation comes from the Court of Appeal's decision in *Smith v Nomad Modular Building Pty Ltd*, applying the framework that runs from *Nordenfelt v Maxim Nordenfelt Guns and Ammunition Co* through the High Court's decision in *Lindner v Murdock's Garage* [^smith-void-unless]. The special circumstances are simply the facts from which reasonableness can be inferred, and the employer must prove them [^lindner-onus]. The sections that follow work through whether a court can narrow an overbroad clause, why cascading clauses matter so much, what counts as a legitimate interest, how reasonableness of scope is judged, and the open question of whether a breach can extend the restraint.
+
+## Can a Western Australian court narrow an overbroad non-compete? {#court-narrowing}
+
+**Short answer.** Only in a limited way, and far less generously than many employers assume. Western Australia has no statute that lets a court read an overbroad restraint down to a reasonable level. A court applies the common-law blue-pencil rule only, and even that is strictly circumscribed [^bendtech-severance-circumscribed]: it can delete a genuinely distinct, severable covenant if what remains is reasonable and still makes sense, but it cannot read down, add to, or rewrite the clause [^bendtech-no-blue-pencil]. If severance cannot save the clause, the whole restraint fails.
+
+This is the single most important practical point about Western Australian restraint law. Severance is mechanical, not editorial, and it is not enough that the offending words could be neatly struck out with a pencil [^bendtech-no-blue-pencil].
+
+"Severance is not permissible simply because a blue pencil can be used to remove the offending clause without changing the meaning of the remainder."[^bendtech-no-blue-pencil]
+
+The Supreme Court has shown exactly where the limit bites. In *Emeco International Pty Ltd v O'Shea [No 2]*, a single overbroad defined term ran through several of the restraints, and the Court held that the definition could not be carved up internally to rescue them [^emeco-client-definition]. Striking words out of a shared definition is not deletion of a separate covenant — it is rewriting every restraint that depends on the definition [^emeco-rewrite-restraints]. And in *Bend-Tech Group (A Firm) v Beek*, where the employer asked the Court to cure over-reach by severing the unreasonably wide parts, the application failed at the threshold: the employer could not establish even a prima facie case that the restraint clause was valid and enforceable [^bendtech-no-prima-facie].
+
+> [!CAUTION]
+> **Drafting note.**
+>
+> Because a Western Australian court will not read an overbroad restraint down to a reasonable level — severance is strictly circumscribed and is not available just because a blue pencil could tidily remove the offending words [^bendtech-no-blue-pencil] — draft scope, area, and duration to the minimum the legitimate interest actually requires. Be especially careful with defined terms: breadth buried in a single definition that feeds several restraints cannot be internally severed, and the restraints that depend on it can all fail together [^emeco-client-definition].
+
+## Are cascading or ladder restraint clauses valid in Western Australia? {#cascading-clauses}
+
+**Short answer.** Yes, within limits, and they are essential drafting in Western Australia precisely because a court cannot read an overbroad clause down. A cascading clause sets out progressively narrower combinations of period, area, and activity, each expressed as a separate, severable covenant, so that if the widest is unreasonable a narrower rung can still be enforced on its own. The Supreme Court has accepted that genuinely separate restraint covenants can be severed from one another at common law [^emeco-separate-covenants].
+
+The doctrinal foundation is the classic statement from *Attwood v Lamont*, which Western Australian courts continue to apply: severance works only where the clause is in truth a bundle of distinct covenants rather than a single covenant [^bendtech-attwood].
+
+"The doctrine of severance has not, I think, gone further than to make it permissible in a case where the covenant is not really a single covenant but is in effect a combination of several distinct covenants."[^bendtech-attwood]
+
+*Emeco International Pty Ltd v O'Shea [No 2]* shows the structure working as designed. The contract contained a competitor restraint, a non-solicitation restraint, and client restraints as separate covenants, and the Court accepted that the competitor restraint could be severed from the others because they really were separate covenants [^emeco-separate-covenants]. The result was a split outcome: the competitor restraint was enforced while the other restraints fell [^emeco-split-outcome]. *Austal Ships Pty Ltd v Clay* makes the same point at the interlocutory stage: the Court assessed each limb of the restraint clause separately, was not persuaded that the customer and employee non-solicitation limbs raised a prima facie case, and granted interim relief on the strength of the non-competition limb, which protected confidential tender and costing information [^austal-prima-facie]. A restraint drafted as genuinely separate covenants can lose two limbs and still deliver an injunction on the third.
+
+> [!CAUTION]
+> **Drafting note.**
+>
+> A cascading clause is the practical answer to Western Australia's no-read-down rule, but only if each rung is a self-contained covenant that can stand after the wider rungs are deleted — the courts sever distinct covenants, not parts of a single one [^emeco-separate-covenants]. Do not bury the breadth in a defined term that runs through every rung: if the unreasonable element sits inside a single shared definition rather than in a separable covenant, a court cannot blue-pencil it out and every restraint built on that definition is at risk [^emeco-definition-not-severable].
+
+## What legitimate interest must an employer show to enforce a Western Australian non-compete? {#legitimate-interest}
+
+**Short answer.** A protectable business interest — not a mere wish to avoid competition. An employer cannot restrain a former employee simply because a rival might benefit; an employer must be prepared to face the competition of a former employee if it comes [^lindner-face-competition]. The recognised interests are the employer's customer connection and its confidential information, and a single restraint may be justified as protecting more than one of them [^austal-recognised-interests].
+
+The dividing line drawn in *Lindner v Murdock's Garage* is between protecting an asset and suppressing a rival. A covenant aimed at competition by itself, rather than at a recognised interest, is invalid [^lindner-face-competition].
+
+"An employer must be prepared to face the competition of a former employee if it comes."[^lindner-face-competition]
+
+An employee's own general skill, experience, and know-how sit on the employee's side of the line. In *Bend-Tech Group (A Firm) v Beek* the Court emphasised that the non-competition clause would effectively stop the former employee from using skills accumulated over virtually the whole of his working life to earn a living in any similar business — exactly the kind of restriction the doctrine exists to prevent [^bendtech-working-life]. By contrast, where the interest is real, it will carry the clause: in *Emeco International Pty Ltd v O'Shea [No 2]* the employer's legitimate interest in its confidential information and customer connections was sufficient to show that the competitor restraint was reasonable [^emeco-interest-sufficient]. The practical point for drafters is that the interest has to be identified and genuine. An employer who cannot point to a real customer connection or confidential-information interest cannot enforce the clause whatever its scope.
+
+> [!CAUTION]
+> **Drafting note.**
+>
+> A clause that simply bars a former employee from joining or starting a competing business, without tying the restraint to a specific protectable interest, is the weakest position, because an employer is not entitled to protection against competition as such [^lindner-face-competition]. Identify the actual interest — the customer connection or the confidential information — and draft the restraint around it; a properly targeted competitor restraint grounded in those interests has been held reasonable [^emeco-interest-sufficient].
+
+## How long and how wide can a Western Australian non-compete be? {#reasonableness-factors}
+
+**Short answer.** There is no statutory limit; reasonableness is decided case by case on the activity restrained, the geographic area, the duration, and the employee's seniority and actual customer influence. Reasonableness is tested as at the date the contract was made, not by hindsight [^smith-tested-at-contract], although later events can shed light on what the parties could reasonably have estimated at that date [^bendtech-subsequent-developments]. An area wider than the employer's business reaches, or a period longer than the interest requires, is likely to be unreasonable [^lindner-area-too-wide].
+
+Because the limits are judge-made, there is no fixed ceiling to anchor a covenant, and the analysis cuts both ways. In *Lindner v Murdock's Garage* the High Court held an area covenant void because the area it covered was wider than the employer's business reasonably required [^lindner-area-too-wide].
+
+"I think it must be held that the area was unreasonably wide."[^lindner-area-too-wide]
+
+Duration is assessed the same way: the question is objective, not a matter of what the parties assert [^cream-objective-duration]. The Western Australian decisions discussed here give a feel for where the line sits. A six-month competitor restraint on a business development manager was held reasonable in *Emeco International Pty Ltd v O'Shea [No 2]* [^emeco-six-months-reasonable], and the Court of Appeal in *Smith v Nomad Modular Building Pty Ltd* dismissed an appeal against an injunction enforcing a non-competition clause that protected confidential information. By contrast, in *Bend-Tech Group (A Firm) v Beek* a 12-month restraint covering the whole State failed even to raise a prima facie case at the interlocutory stage. Seniority and access matter on both sides of that comparison: the closer the employee sat to the customers or the confidential information, the longer and wider a restraint can plausibly be, but the burden of proving the fit remains on the employer.
+
+## Do paid restraints, garden leave, and fresh consideration help in Western Australia? {#garden-leave}
+
+**Short answer.** They can strengthen an employer's position, but they do not displace the reasonableness requirement, and no Western Australian authority discussed here decides a case squarely on a paid restraint or a garden-leave clause. The framework remains the same two-sided test: necessary for the adequate protection of the employer, while preserving the fullest liberty of action for the employee consistent with that protection [^bendtech-twin-test-gl]. Payment for a restraint is sensibly understood as a factor that may support reasonableness within that test, not a separate gateway to enforcement.
+
+Garden leave — keeping the employee employed and paid through a notice period rather than relying on a post-termination covenant — is not the subject of any settled Western Australian rule in the authorities discussed here. A court asked to enforce a garden-leave arrangement or a paid post-termination restraint would be expected to apply the ordinary restraint-of-trade analysis, in which the fact that the employee continues to be paid bears on how far the clause intrudes on the employee's liberty of action [^bendtech-twin-test-gl]. That is a contingent assessment, and an employer should not assume that payment alone will carry an otherwise overbroad clause.
+
+For mid-employment restraints — covenants introduced after the employee is already on foot — the practical concern follows from the timing rule: validity is tested as at the date the restraint is agreed [^smith-tested-at-contract-gl]. A restraint added later is judged on the circumstances at that later date, not on the original hiring, and it needs its own consideration to be binding as a matter of ordinary contract law.
+
+## What if the employer wrongfully dismissed the employee? {#employer-breach}
+
+**Short answer.** The restraint may fall away. The employer carries the onus of proving the restraint reasonable in the first place [^lindner-onus-breach], so an employer seeking an injunction already starts from a position where it must justify the covenant. Beyond that, the long-standing common-law principle associated with *General Billposting Co Ltd v Atkinson* [1909] AC 118 is that an employer who wrongfully dismisses an employee — for example by repudiating the contract through a dismissal without the notice the contract requires — generally cannot afterwards enforce a post-employment restraint against that employee. The Western Australian authorities discussed here do not themselves decide that point, so it is best treated as a general principle a court may apply rather than a settled Western Australian rule.
+
+The reasonableness analysis assumes a clause the employer is entitled to rely on, and the employer bears the onus of establishing that reasonableness [^lindner-onus-breach]. Where the employer is the party in serious breach, a court may, applying the general common-law principle, treat the employee as released from the covenant; and in any event the equitable remedy an employer needs — chiefly an injunction — is discretionary and sensitive to the employer's own conduct.
+
+> [!NOTE]
+> **Practice note.**
+>
+> The employer already bears the onus of proving the restraint reasonable before any question of its own breach arises [^lindner-onus-breach]. On top of that, an employer that terminates abruptly — without giving contractual notice or paying in lieu — may risk losing the very non-compete it wants to rely on, because under the general common-law principle a repudiatory breach by the employer can release the employee from the restraint. That repudiation point is not settled by the Western Australian authorities discussed here, so treat it as a risk rather than a certainty: before suing to enforce a covenant, confirm that the termination itself complied with the contract.
+
+## Does a Western Australian non-compete pause or extend if the employee breaches? {#tolling}
+
+**Short answer.** This is an open question, and an employer should not assume the clock stops. No settled Western Australian authority holds that a restraint period tolls — pauses and then resumes — while a former employee is in breach or while litigation runs. Validity is decided as at the date of the contract [^smith-tested-at-contract-tolling], which sits uneasily with a clause that purports to lengthen the restraint automatically depending on the employee's later conduct.
+
+Because validity is fixed at the date of contract, a drafting device that extends the period by the length of any breach pushes the effective duration beyond what was assessed as reasonable at the outset, and there is no clear Western Australian authority validating it. An employer that needs relief for an actual breach is on firmer ground seeking a tailored injunction or damages than relying on the clause itself to stretch the restraint. The safer assumption is that the stated period is the maximum the employer can rely on.
+
+> [!CAUTION]
+> **Drafting note.**
+>
+> Do not rely on a clause that purports to extend the non-compete by the length of any breach. No clear Western Australian authority validates tolling of the restraint period, and because validity is decided as at the date of the contract, an automatic extension risks being treated as unreasonable [^smith-tested-at-contract-tolling]. Treat the stated duration as the maximum and address an actual breach through an injunction or a damages claim instead.
+
+## Do Western Australian restraint rules differ for contractors and business sales? {#contractors-and-sale}
+
+**Short answer.** Yes, in different directions. Restraints on independent contractors are assessed under the same restraint-of-trade doctrine as employee covenants — the same legitimate-interest requirement and the same no-wider-than-necessary test — so the label of the relationship matters less than the substance of the interest the restraint actually protects. Restraints given by the seller of a business, by contrast, are judged more leniently, because a buyer is entitled to protect the goodwill it paid for [^lindner-sale-distinction].
+
+The sale-of-business leniency is long-standing and uncontroversial — it predates *Lindner v Murdock's Garage* and has never been in doubt, so the way the point is expressed in that case (in a judgment that dissented on the ultimate outcome) reflects settled doctrine rather than any minority view. A restraint in a sale agreement is more easily upheld than the same restraint in an employment contract [^lindner-sale-more-easily], because the policy concerns that make employment covenants suspect — unequal bargaining power and the risk of locking a person out of their livelihood — are weaker when a vendor sells a business for value and promises not to compete away the goodwill just sold.
+
+Leniency is not a free pass, though, and *Cream v Bushcolt Pty Ltd* is the Western Australian proof. For a sale covenant the touchstone is still the goodwill purchased: the most important consideration on duration is the time needed to sever the relationship between the vendor and the clients who would patronise the business after the sale [^cream-iraf-duration]. Measured against that yardstick, the Full Court held a ten-year restraint excessive and beyond what reasonable protection of the purchased goodwill required [^cream-ten-year-excessive], and concluded that the restraints taken together went too far [^cream-cumulative-effect] — the appeal was allowed and the restraint provisions were held void and unenforceable.
+
+"The cumulative or combined effect of the restraints taken together, however, constituted an unreasonable restraint of trade."[^cream-cumulative-effect]
+
+For contractors, the key question is the same one that governs employees: is there a legitimate interest, and is the scope no wider than necessary to protect it. The label matters less than the substance of the relationship and the interest at stake.
+
+## Is a federal ban on non-competes coming to Australia? {#federal-reform}
+
+**Short answer.** A ban has been proposed but is not yet law, and as of June 2026 the common-law restraint-of-trade framework above still governs in Western Australia [^smith-still-governs]. According to Australian Government Treasury material and law-firm commentary, the Government announced in the 2025–26 Federal Budget that it intends to ban post-employment non-competes for workers earning under the Fair Work Act high-income threshold (reported at around AUD $183,100), with Treasury running a consultation on the design, and the reform expected to be legislated during 2026 and to take effect from 2027, operating prospectively. Those figures and dates come from that secondary material — Treasury announcements and commentary — not from any enacted statute. Until any ban is enacted, the existing common-law framework continues to govern [^smith-still-governs].
+
+The proposal, as described in current Treasury material and law-firm commentary rather than in any enacted statute, would cover most employees earning below the high-income threshold while excluding sale-of-business covenants and restraints on higher earners. Non-solicitation, no-poach, and wage-fixing arrangements are also reported to be under consideration. None of this is in force, and the precise scope, threshold, and commencement could change before any legislation passes; the threshold figure and the 2026/2027 timeline in particular are drawn from secondary reporting and should be re-checked against the enacted text when it appears.
+
+Because this is a future legislative matter, employers should treat the timeline and detail as provisional rather than settled. A covenant entered into now is governed by existing Western Australian law; whether and how a future ban would affect existing or new agreements will depend on the enacted text and its transitional provisions.
+
+> [!NOTE]
+> **Practice note.**
+>
+> Do not draft to a federal ban that does not yet exist. As of June 2026 no Commonwealth statute bans employee non-competes, so enforceability in Western Australia still turns on the common-law reasonableness test and the blue-pencil-only severance rule [^smith-still-governs]. Track the proposal through to enacted legislation before changing practice, because its threshold, scope, and commencement remain proposals subject to change.
+
+[^about]: By Steven Obiajulu, J.D. Published by [openagreements.org](https://openagreements.org). Last reviewed 2026-06-10. License: CC BY 4.0. Steven Obiajulu, J.D. is not admitted to practise law in Western Australia, Australia. This article summarizes publicly available Western Australia, Australia legal sources for general information only — it is not legal advice and does not create a lawyer–client relationship. It may not reflect the most recent legal developments and is provided without warranty as to accuracy or completeness; verify against the primary sources cited and consult a locally qualified lawyer before relying on it.
+
+[^austal-presumed-void]: **Austal Ships Pty Ltd v Clay** — "Although contracts in restraint of trade are presumed to be contrary to public policy and therefore void, they may be justified by the special circumstances of the particular case." *Austal Ships Pty Ltd v Clay [2018] WASC 178 (Smith AJ).* <https://www.austlii.edu.au/cgi-bin/viewdoc/au/cases/wa/WASC/2018/178.html>
+
+[^bendtech-reasonableness-test]: **Bend-Tech Group (A Firm) v Beek** — "A restraint will be reasonable in relation to the restraining party if it is necessary for the adequate protection of that party and reasonable in relation to the party restrained if it preserves the fullest liberty of action consistent with that protection." *Bend-Tech Group (A Firm) v Beek [2015] WASC 491 (Pritchard J).* <https://www.austlii.edu.au/cgi-bin/viewdoc/au/cases/wa/WASC/2015/491.html>
+
+[^lindner-onus]: **Lindner v Murdock's Garage** — "The onus was on the plaintiff firm to prove circumstances showing that the restriction on the defendant's freedom to work was reasonable." *Lindner v Murdock's Garage [1950] HCA 48; (1950) 83 CLR 628 (per McTiernan J).* <https://www.hcourt.gov.au/sites/default/files/eresources/1950/HCA/48.pdf>
+
+[^smith-void-unless]: **Smith v Nomad Modular Building Pty Ltd** — "Covenants that restrain an ex-employee from competing with the ex-employer are at common law contrary to public policy and void unless it can be justified by the special circumstances of the case." *Smith v Nomad Modular Building Pty Ltd [2007] WASCA 169 (Pullin JA).* <https://www.austlii.edu.au/cgi-bin/viewdoc/au/cases/wa/WASCA/2007/169.html>
+
+[^bendtech-severance-circumscribed]: **Bend-Tech Group (A Firm) v Beek** — "The role of severance in the context of restraint clauses in employment contracts is strictly circumscribed." *Bend-Tech Group (A Firm) v Beek [2015] WASC 491 (Pritchard J).* <https://www.austlii.edu.au/cgi-bin/viewdoc/au/cases/wa/WASC/2015/491.html>
+
+[^bendtech-no-blue-pencil]: **Bend-Tech Group (A Firm) v Beek** — "Severance is not permissible simply because a blue pencil can be used to remove the offending clause without changing the meaning of the remainder." *Bend-Tech Group (A Firm) v Beek [2015] WASC 491 (Pritchard J).* <https://www.austlii.edu.au/cgi-bin/viewdoc/au/cases/wa/WASC/2015/491.html>
+
+[^emeco-client-definition]: **Emeco International Pty Ltd v O'Shea [No 2]** — "The definition of 'Client' cannot be internally severed in this case." *Emeco International Pty Ltd v O'Shea [No 2] [2012] WASC 348 (Edelman J).* <https://www.austlii.edu.au/cgi-bin/viewdoc/au/cases/wa/WASC/2012/348.html>
+
+[^emeco-rewrite-restraints]: **Emeco International Pty Ltd v O'Shea [No 2]** — "To 'blue pencil' part of the definition of Client would be to rewrite each of those restraints." *Emeco International Pty Ltd v O'Shea [No 2] [2012] WASC 348 (Edelman J).* <https://www.austlii.edu.au/cgi-bin/viewdoc/au/cases/wa/WASC/2012/348.html>
+
+[^bendtech-no-prima-facie]: **Bend-Tech Group (A Firm) v Beek** — "Having said that, I have nevertheless reached the conclusion that Bend-Tech has not made out a prima facie case that the restraint clause is valid and enforceable." *Bend-Tech Group (A Firm) v Beek [2015] WASC 491 (Pritchard J).* <https://www.austlii.edu.au/cgi-bin/viewdoc/au/cases/wa/WASC/2015/491.html>
+
+[^emeco-separate-covenants]: **Emeco International Pty Ltd v O'Shea [No 2]** — "The clear intention of the contractual severance clause is that the Competitor Restraint could be severed from the other restraints and this is possible at common law since those clauses are really separate covenants." *Emeco International Pty Ltd v O'Shea [No 2] [2012] WASC 348 (Edelman J).* <https://www.austlii.edu.au/cgi-bin/viewdoc/au/cases/wa/WASC/2012/348.html>
+
+[^bendtech-attwood]: **Bend-Tech Group (A Firm) v Beek** — "The doctrine of severance has not, I think, gone further than to make it permissible in a case where the covenant is not really a single covenant but is in effect a combination of several distinct covenants." *Bend-Tech Group (A Firm) v Beek [2015] WASC 491 (Pritchard J), quoting Attwood v Lamont (Younger LJ).* <https://www.austlii.edu.au/cgi-bin/viewdoc/au/cases/wa/WASC/2015/491.html>
+
+[^emeco-split-outcome]: **Emeco International Pty Ltd v O'Shea [No 2]** — "My conclusion is that the restraint which I have described in these reasons as the Competition Restraint, preventing Mr O'Shea from performing work for NPE, is enforceable. Other restraints upon which Emeco relied are not enforceable." *Emeco International Pty Ltd v O'Shea [No 2] [2012] WASC 348 (Edelman J).* <https://www.austlii.edu.au/cgi-bin/viewdoc/au/cases/wa/WASC/2012/348.html>
+
+[^austal-prima-facie]: **Austal Ships Pty Ltd v Clay** — "In these circumstances, I am satisfied that Austal has demonstrated a prima facie case (or that there is a serious question to be tried) that the restraint in cl 8.2 is reasonable and enforceable." *Austal Ships Pty Ltd v Clay [2018] WASC 178 (Smith AJ).* <https://www.austlii.edu.au/cgi-bin/viewdoc/au/cases/wa/WASC/2018/178.html>
+
+[^emeco-definition-not-severable]: **Emeco International Pty Ltd v O'Shea [No 2]** — "The definition of 'Client' cannot be internally severed in this case." *Emeco International Pty Ltd v O'Shea [No 2] [2012] WASC 348 (Edelman J).* <https://www.austlii.edu.au/cgi-bin/viewdoc/au/cases/wa/WASC/2012/348.html>
+
+[^lindner-face-competition]: **Lindner v Murdock's Garage** — "An employer must be prepared to face the competition of a former employee if it comes." *Lindner v Murdock's Garage [1950] HCA 48; (1950) 83 CLR 628 (per McTiernan J).* <https://www.hcourt.gov.au/sites/default/files/eresources/1950/HCA/48.pdf>
+
+[^austal-recognised-interests]: **Austal Ships Pty Ltd v Clay** — "The legitimate interests about which a restraint is commonly justified is customer connection and confidential information. A restraint may be justified as protecting more than one legitimate interest." *Austal Ships Pty Ltd v Clay [2018] WASC 178 (Smith AJ), quoting Workplace Access and Safety Pty Ltd v Mackie [2014] WASC 62 (Edelman J).* <https://www.austlii.edu.au/cgi-bin/viewdoc/au/cases/wa/WASC/2018/178.html>
+
+[^bendtech-working-life]: **Bend-Tech Group (A Firm) v Beek** — "As for the non-competition clause, this clause effectively prohibits Mr Beek not only from acting as a director of Tarian Pty Ltd, but also of using the skills he has accumulated over the course of virtually the whole of his working life to earn a living in the employ of any business similar to that operated by Bend-Tech." *Bend-Tech Group (A Firm) v Beek [2015] WASC 491 (Pritchard J).* <https://www.austlii.edu.au/cgi-bin/viewdoc/au/cases/wa/WASC/2015/491.html>
+
+[^emeco-interest-sufficient]: **Emeco International Pty Ltd v O'Shea [No 2]** — "For the reasons explained above, Emeco's legitimate interest in its confidential information and in protecting its customer connections is sufficient to show that the Competitor Restraint is reasonable." *Emeco International Pty Ltd v O'Shea [No 2] [2012] WASC 348 (Edelman J).* <https://www.austlii.edu.au/cgi-bin/viewdoc/au/cases/wa/WASC/2012/348.html>
+
+[^smith-tested-at-contract]: **Smith v Nomad Modular Building Pty Ltd** — "The validity of the restraint must be decided as at the date of the contract: Amoco Australia Pty Ltd v Rocca Bros Motor Engineering Co Pty Ltd [1973] HCA 40 ; (1973) 133 CLR 288 at 318 per Walsh J." *Smith v Nomad Modular Building Pty Ltd [2007] WASCA 169 (McLure JA, citing Amoco v Rocca Bros per Walsh J).* <https://www.austlii.edu.au/cgi-bin/viewdoc/au/cases/wa/WASCA/2007/169.html>
+
+[^bendtech-subsequent-developments]: **Bend-Tech Group (A Firm) v Beek** — "Although the question of reasonableness is determined at the date of the contract, subsequent developments can be considered to determine whether the agreement was reasonable at the date of contract, having in mind the best estimate that the parties could make for the future." *Bend-Tech Group (A Firm) v Beek [2015] WASC 491 (Pritchard J).* <https://www.austlii.edu.au/cgi-bin/viewdoc/au/cases/wa/WASC/2015/491.html>
+
+[^lindner-area-too-wide]: **Lindner v Murdock's Garage** — "I think it must be held that the area was unreasonably wide." *Lindner v Murdock's Garage [1950] HCA 48; (1950) 83 CLR 628 (per McTiernan J).* <https://www.hcourt.gov.au/sites/default/files/eresources/1950/HCA/48.pdf>
+
+[^cream-objective-duration]: **Cream v Bushcolt Pty Ltd** — "The objective question is whether the duration of the restraint was reasonable." *Cream v Bushcolt Pty Ltd [2004] WASCA 82 (Malcolm CJ; Miller and McKechnie JJ agreeing).* <https://www.austlii.edu.au/cgi-bin/viewdoc/au/cases/wa/WASCA/2004/82.html>
+
+[^emeco-six-months-reasonable]: **Emeco International Pty Ltd v O'Shea [No 2]** — "No substantial submission was made to suggest that the six month period of the restriction was unreasonable. I am satisfied that it was reasonable." *Emeco International Pty Ltd v O'Shea [No 2] [2012] WASC 348 (Edelman J).* <https://www.austlii.edu.au/cgi-bin/viewdoc/au/cases/wa/WASC/2012/348.html>
+
+[^bendtech-twin-test-gl]: **Bend-Tech Group (A Firm) v Beek** — "A restraint will be reasonable in relation to the restraining party if it is necessary for the adequate protection of that party and reasonable in relation to the party restrained if it preserves the fullest liberty of action consistent with that protection." *Bend-Tech Group (A Firm) v Beek [2015] WASC 491 (Pritchard J).* <https://www.austlii.edu.au/cgi-bin/viewdoc/au/cases/wa/WASC/2015/491.html>
+
+[^smith-tested-at-contract-gl]: **Smith v Nomad Modular Building Pty Ltd** — "The validity of the restraint must be decided as at the date of the contract: Amoco Australia Pty Ltd v Rocca Bros Motor Engineering Co Pty Ltd [1973] HCA 40 ; (1973) 133 CLR 288 at 318 per Walsh J." *Smith v Nomad Modular Building Pty Ltd [2007] WASCA 169 (McLure JA, citing Amoco v Rocca Bros per Walsh J).* <https://www.austlii.edu.au/cgi-bin/viewdoc/au/cases/wa/WASCA/2007/169.html>
+
+[^lindner-onus-breach]: **Lindner v Murdock's Garage** — "The onus was on the plaintiff firm to prove circumstances showing that the restriction on the defendant's freedom to work was reasonable." *Lindner v Murdock's Garage [1950] HCA 48; (1950) 83 CLR 628 (per McTiernan J).* <https://www.hcourt.gov.au/sites/default/files/eresources/1950/HCA/48.pdf>
+
+[^smith-tested-at-contract-tolling]: **Smith v Nomad Modular Building Pty Ltd** — "The validity of the restraint must be decided as at the date of the contract: Amoco Australia Pty Ltd v Rocca Bros Motor Engineering Co Pty Ltd [1973] HCA 40 ; (1973) 133 CLR 288 at 318 per Walsh J." *Smith v Nomad Modular Building Pty Ltd [2007] WASCA 169 (McLure JA, citing Amoco v Rocca Bros per Walsh J).* <https://www.austlii.edu.au/cgi-bin/viewdoc/au/cases/wa/WASCA/2007/169.html>
+
+[^lindner-sale-distinction]: **Lindner v Murdock's Garage** — "A distinction is drawn between a restraint upon trade included in an agreement for the sale of a business and a restraint included in an agreement with an employee." *Lindner v Murdock's Garage [1950] HCA 48; (1950) 83 CLR 628 (per Latham CJ, dissenting as to the outcome).* <https://www.hcourt.gov.au/sites/default/files/eresources/1950/HCA/48.pdf>
+
+[^lindner-sale-more-easily]: **Lindner v Murdock's Garage** — "The restraint is more easily upheld in the former than in the latter case." *Lindner v Murdock's Garage [1950] HCA 48; (1950) 83 CLR 628 (per Latham CJ, dissenting as to the outcome).* <https://www.hcourt.gov.au/sites/default/files/eresources/1950/HCA/48.pdf>
+
+[^cream-iraf-duration]: **Cream v Bushcolt Pty Ltd** — "In this context it has been held that the most important consideration is the time required for severing the relationship between the vendor and those clients who would patronise the business after the sale: IRAF Pty Ltd v Graham [1982] 1 NSWLR 419 at 428 - 4529, per Roth J; and see Fleming Brothers (Monaro Agencies ) Pty Ltd v Smith (1983) ATPR 40-389." *Cream v Bushcolt Pty Ltd [2004] WASCA 82 (Malcolm CJ; Miller and McKechnie JJ agreeing).* <https://www.austlii.edu.au/cgi-bin/viewdoc/au/cases/wa/WASCA/2004/82.html>
+
+[^cream-ten-year-excessive]: **Cream v Bushcolt Pty Ltd** — "In the face of the concession by Mr Jones in the context of the objective facts, I consider that the 10-year duration of the restraint was excessive and beyond that required for the reasonable protection of the goodwill of the business being purchased, particularly in the context that no part of the consideration was allocated to goodwill." *Cream v Bushcolt Pty Ltd [2004] WASCA 82 (Malcolm CJ; Miller and McKechnie JJ agreeing).* <https://www.austlii.edu.au/cgi-bin/viewdoc/au/cases/wa/WASCA/2004/82.html>
+
+[^cream-cumulative-effect]: **Cream v Bushcolt Pty Ltd** — "The cumulative or combined effect of the restraints taken together, however, constituted an unreasonable restraint of trade." *Cream v Bushcolt Pty Ltd [2004] WASCA 82 (Malcolm CJ; Miller and McKechnie JJ agreeing).* <https://www.austlii.edu.au/cgi-bin/viewdoc/au/cases/wa/WASCA/2004/82.html>
+
+[^smith-still-governs]: **Smith v Nomad Modular Building Pty Ltd** — "Covenants that restrain an ex-employee from competing with the ex-employer are at common law contrary to public policy and void unless it can be justified by the special circumstances of the case." *Smith v Nomad Modular Building Pty Ltd [2007] WASCA 169 (Pullin JA).* <https://www.austlii.edu.au/cgi-bin/viewdoc/au/cases/wa/WASCA/2007/169.html>

package/skills/{non-compete-contract-explainer → legal-explainers/non-compete-contract-explainer}/content/wisconsin.md

@@ -2,9 +2,9 @@
 jurisdiction: "Wisconsin"
 slug: wisconsin
 countryCode: US
-snapshotAsOf: "2026-06-08"
+snapshotAsOf: "2026-06-19"
 lastReviewed: "2026-06-03"
-canonicalUrl: https://openagreements.org/legal/non-compete/wisconsin
+canonicalUrl: https://openagreements.org/practice-guides/non-compete/us/wisconsin
 license: CC BY 4.0
 stale: false
 ---
@@ -15,7 +15,7 @@ stale: false
 > 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
+> **Canonical:** https://openagreements.org/practice-guides/non-compete/us/wisconsin · **Snapshot as of:** 2026-06-19 · License: CC BY 4.0 · © openagreements.org
 
 # Non-Competes in Wisconsin[^about]
 
@@ -57,7 +57,7 @@ This is the defining feature of Wisconsin restrictive-covenant law. In most reas
 
 "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.
+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. For a clause-by-clause pass over a specific agreement against these drafting rules, the [Wisconsin non-compete review checklist](/checklists/non-compete/us/wisconsin) walks the full covenant suite item by item with each requirement's force level.
 
 "Given that the modification provision is contrary to WIS. STAT. § 103.465, it could have no effect here."[^q2-diamond-modification]
 
@@ -242,7 +242,7 @@ A trade-secret claim does not depend on a signed covenant and is not subject to
 >
 > 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.
+[^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 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>
 

package/skills/{non-compete-contract-explainer → legal-explainers/non-compete-contract-explainer}/content/wyoming.md

@@ -2,9 +2,9 @@
 jurisdiction: "Wyoming"
 slug: wyoming
 countryCode: US
-snapshotAsOf: "2026-06-08"
+snapshotAsOf: "2026-06-19"
 lastReviewed: "2026-04-14"
-canonicalUrl: https://openagreements.org/legal/non-compete/wyoming
+canonicalUrl: https://openagreements.org/practice-guides/non-compete/us/wyoming
 license: CC BY 4.0
 stale: false
 ---
@@ -15,7 +15,7 @@ stale: false
 > 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/wyoming · **Snapshot as of:** 2026-06-08 · License: CC BY 4.0 · © UseJunior
+> **Canonical:** https://openagreements.org/practice-guides/non-compete/us/wyoming · **Snapshot as of:** 2026-06-19 · License: CC BY 4.0 · © openagreements.org
 
 # Non-Competes in Wyoming[^about]
 
@@ -63,7 +63,7 @@ Wyoming cases also strictly construe non-competes[^brown-strict-construction] an
 
 **Short answer.** Likely yes under the dominant 2025 law-firm commentary, but that is still an interpretation rather than a Wyoming appellate holding.
 
-The reason is the statutory phrase "any person"[^wyo-1-23-any-person]. State-specific law-firm commentary reads that wording broadly enough to reach independent contractors, not only W-2 employees [^littler-any-status][^faegre-includes-contractors][^fisher-colorado-any-person]. That same broad phrasing closely mirrors Colorado's void-for-compensation rule, which is why commentary points to Colorado as the analogue. *See our companion note on [whether Colorado employee non-competes are enforceable](/legal/non-compete/colorado#enforceability).*
+The reason is the statutory phrase "any person"[^wyo-1-23-any-person]. State-specific law-firm commentary reads that wording broadly enough to reach independent contractors, not only W-2 employees [^littler-any-status][^faegre-includes-contractors][^fisher-colorado-any-person]. That same broad phrasing closely mirrors Colorado's void-for-compensation rule, which is why commentary points to Colorado as the analogue. *See our companion note on [whether Colorado employee non-competes are enforceable](/practice-guides/non-compete/us/colorado#enforceability).*
 
 That is a strong drafting assumption for Wyoming templates, but a careful note should still say that Wyoming courts have not yet issued a controlling appellate decision on the contractor question.
 
@@ -87,7 +87,7 @@ The court held that the entire agreement was void because the duration and geogr
 
 **Short answer.** Four categories remain in play: sale-of-business covenants, trade-secret covenants, capped repayment provisions, and covenants with executive and management personnel and their professional staff.
 
-The four statutory carveouts[^wyo-1-23-four-carveouts] are listed in Wyo. Stat. § 1-23-108(a). The repayment carveout is not a blank check; it is capped by the employee's tenure, with lower recovery percentages as service length increases.
+The four statutory carveouts[^wyo-1-23-four-carveouts] are listed in Wyo. Stat. § 1-23-108(a), the last of which is the carve-out for executive and management personnel [^wyo-1-23-carveout-exec]. The repayment carveout is not a blank check; it is capped by the employee's tenure, with lower recovery percentages as service length increases.
 
 Fitting one of these categories keeps a covenant out of the statutory void, but it does not make the covenant automatically enforceable — an exception covenant that operates as a non-compete is still judged under the common-law reasonableness baseline covered in the earlier question on what law governs covenants the statute does not void.
 
@@ -164,7 +164,7 @@ This is useful to keep separate from non-competes because many employers do not
 
 **Short answer.** Yes, but only within the statutory schedule. The longer the employee stays, the less the employer can recover.
 
-Wyoming permits recovery of up to 100% of relocation, education, and training expenses if the employee served less than two years; up to 66% after at least two but less than three years; and up to 33% after at least three but less than four years. The repayment schedule[^wyo-1-23-repayment-schedule] does not provide an additional recovery tier after that.
+Wyoming permits recovery of up to 100% of relocation, education, and training expenses if the employee served less than two years; up to 66% after at least two but less than three years; and up to 33% after at least three but less than four years. The repayment schedule[^wyo-1-23-repayment-schedule] [^wyo-1-23-repayment-schedule-bc] does not provide an additional recovery tier after that.
 
 > [!CAUTION]
 > **Drafting note.**
@@ -175,7 +175,7 @@ Wyoming permits recovery of up to 100% of relocation, education, and training ex
 
 **Short answer.** Probably yes — and at least re-review. Any form that contains a non-compete outside a statutory exception should be updated, while a form with no non-compete may already conform; either way the new statute turns unreviewed template rollover into a legal risk point, especially where an older covenant might have remained enforceable under common law.
 
-Wyoming-specific commentary treats SF 107 as a major narrowing of employer practice, not a minor drafting tweak [^ogletree-review-revise]. A complete re-review usually covers non-compete templates, offer letters, incentive agreements, physician agreements, non-solicits, NDAs, anti-moonlighting clauses, and repayment provisions together.
+Wyoming-specific commentary treats SF 107 as a major narrowing of employer practice, not a minor drafting tweak [^ogletree-review-revise]. A complete re-review usually covers non-compete templates, offer letters, incentive agreements, physician agreements, non-solicits, NDAs, anti-moonlighting clauses, and repayment provisions together. For a clause-by-clause pass over a specific agreement, the [Wyoming non-compete review checklist](/checklists/non-compete/us/wyoming) walks the full covenant suite item by item with each requirement's force level.
 
 Commentary specifically warns employers to evaluate routine replacement or updating programs because a new agreement after July 1, 2025 may replace something that was enforceable with something void [^littler-rollover-warning]. Where a grandfathered covenant needs changes, commentary suggests amending or renewing it rather than signing a fresh agreement, when the existing terms allow that, so the covenant is not treated as newly entered into after the effective date [^holland-amend-not-replace]. The common-law cases also mean that even old-law Wyoming covenants required careful drafting [^brown-baseline][^malave-baseline][^hassler-baseline].
 
@@ -187,9 +187,9 @@ Commentary specifically warns employers to evaluate routine replacement or updat
 
 **July 1, 2025:** The new statute took effect for contracts entered into on or after that date. Earlier contracts were not altered, amended, or impaired by the act [^sf107-effective-date].
 
-**2021–2022 backdrop:** Wyoming's common-law baseline was already demanding because of strict construction, consideration, and no-narrowing cases [^brown-prima-facie][^malave-common-law-elements][^hassler-void-public-policy].
+**2021–2022 backdrop:** Wyoming's common-law baseline was already demanding because of strict construction, consideration, and no-narrowing cases [^brown-consideration-backdrop][^malave-common-law-elements][^hassler-void-public-policy].
 
-[^about]: By Steven Obiajulu, J.D. Published by [openagreements.org](https://openagreements.org) · Maintained by [UseJunior](https://usejunior.com). Last reviewed 2026-04-14. License: CC BY 4.0. Steven Obiajulu, J.D. is admitted in New York, not Wyoming. This article synthesizes Wyoming primary law and is not legal advice from a Wyoming-admitted attorney. This article is for informational purposes only and does not create an attorney-client relationship.
+[^about]: By Steven Obiajulu, J.D. Published by [openagreements.org](https://openagreements.org). Last reviewed 2026-04-14. License: CC BY 4.0. Steven Obiajulu, J.D. is admitted in New York, not Wyoming. This article synthesizes Wyoming primary law and is not legal advice from a Wyoming-admitted attorney. This article is for informational purposes only and does not create an attorney-client relationship.
 
 [^wyo-1-23-voids-labor-noncompetes]: **Wyo. Stat. § 1-23-108(a)** — "Any covenant not to compete that restricts the right of any person to receive compensation for performance of skilled or unskilled labor shall be void." *Wyo. Stat. § 1-23-108(a) (2025) (SF 107, Enrolled Act No. 87).* <https://wyoleg.gov/2025/Enroll/SF0107.pdf>
 
@@ -223,13 +223,15 @@ Commentary specifically warns employers to evaluate routine replacement or updat
 
 [^faegre-includes-contractors]: **Faegre Drinker commentary** — "Given that the law applies this restriction to agreements with any ‘person,’ this bans noncompete agreements with both employees and independent contractors" *Faegre Drinker, Wyoming Enacts Significant Restrictions on Noncompete Agreements (2025).* <https://www.faegredrinker.com/en/insights/publications/2025/3/wyoming-enacts-significant-restrictions-on-noncompete-agreements>
 
-[^fisher-colorado-any-person]: **Fisher Phillips commentary** — "any covenant not to compete that restricts the right of any person to receive compensation for performance of skilled or unskilled labor...several provisions closely mirror language found in Colorado's prior non-compete statute" *Fisher Phillips, New Law Voids Most Wyoming Non-Compete Agreements (2025).* <https://www.fisherphillips.com/en/insights/insights/new-law-voids-most-wyoming-non-compete-agreements>
+[^fisher-colorado-any-person]: **Fisher Phillips commentary** — "any covenant not to compete that restricts the right of any person to receive compensation for performance of skilled or unskilled labor" *Fisher Phillips, New Law Voids Most Wyoming Non-Compete Agreements (2025).* <https://www.fisherphillips.com/en/insights/insights/new-law-voids-most-wyoming-non-compete-agreements>
 
 [^hassler-no-blue-pencil]: **Hassler v. Circle C Resources** — "Wyoming courts will no longer exceed the scope of their traditional authority in contract interpretation by redrafting noncompete agreements to bring them within the bounds of reason." *Hassler v. Circle C Resources, 2022 WY 28, 505 P.3d 169.* <https://www.courtlistener.com/opinion/9998701/charlene-hassler-v-circle-c-resources/#:~:text=Wyoming%20courts%20will%20no%20longer,within%20the%20bounds%20of%20reason.>
 
 [^holland-blue-pencil-warning]: **Holland & Hart commentary** — "Since a 2022 Wyoming Supreme Court decision, Wyoming courts are no longer authorized to revise an unreasonable covenant to make it reasonable." *Holland & Hart, Wyoming Legislature Takes a Bite Out of Covenants Not to Compete (2025).* <https://www.hollandhart.com/wyoming-legislature-takes-a-bite-out-of-covenants-not-to-compete-1>
 
-[^wyo-1-23-four-carveouts]: **Wyo. Stat. § 1-23-108(a)(i)–(iv)** — "This subsection shall not apply to: (i) Any covenant not to compete contained in a contract for the purchase and sale of a business or the assets of a business; (ii) Any covenant not to compete to the extent the covenant provides for the protection of trade secrets as defined by W.S. 6-3-501(a)(xi); (iii) Any contractual provision providing for the recovery of all or a portion of the expense of relocating, educating and training an employee as follows ... (iv) Executive and management personnel and officers and employees who constitute professional staff to executive and management personnel." *Wyo. Stat. § 1-23-108(a)(i)–(iv) (2025).* <https://wyoleg.gov/2025/Enroll/SF0107.pdf>
+[^wyo-1-23-four-carveouts]: **Wyo. Stat. § 1-23-108(a)(i)–(iii)** — "This subsection shall not apply to: (i) Any covenant not to compete contained in a contract for the purchase and sale of a business or the assets of a business; (ii) Any covenant not to compete to the extent the covenant provides for the protection of trade secrets as defined by W.S. 6-3-501(a)(xi); (iii) Any contractual provision providing for the recovery of all or a portion of the expense of relocating, educating and training an employee as follows: (A) Recovery of not more than one hundred percent (100%) of the expense for an employee who has served an employer for a period of less than two (2) years;" *Wyo. Stat. § 1-23-108(a)(i)–(iii) (2025).* <https://wyoleg.gov/2025/Enroll/SF0107.pdf>
+
+[^wyo-1-23-carveout-exec]: **Wyo. Stat. § 1-23-108(a)(iv)** — "Executive and management personnel and officers and employees who constitute professional staff to executive and management personnel." *Wyo. Stat. § 1-23-108(a)(iv) (2025).* <https://wyoleg.gov/2025/Enroll/SF0107.pdf>
 
 [^holland-options-remain]: **Holland & Hart commentary** — "the new law leaves Wyoming businesses with a few options to continue to use those covenants, employers need to move quickly" *Holland & Hart, Wyoming Legislature Takes a Bite Out of Covenants Not to Compete (2025).* <https://www.hollandhart.com/wyoming-legislature-takes-a-bite-out-of-covenants-not-to-compete-1>
 
@@ -255,9 +257,9 @@ Commentary specifically warns employers to evaluate routine replacement or updat
 
 [^holland-colorado-analogy]: **Holland & Hart commentary** — "Whether Wyoming courts will follow those definitions remains to be seen." *Holland & Hart, Wyoming Legislature Takes a Bite Out of Covenants Not to Compete (2025).* <https://www.hollandhart.com/wyoming-legislature-takes-a-bite-out-of-covenants-not-to-compete-1>
 
-[^wyo-1-23-physician-bc]: **Wyo. Stat. § 1-23-108(b)–(c)** — "Any covenant not to compete provision of an employment, partnership or corporate agreement between physicians that restricts the right of a physician to practice medicine ... is void" *Wyo. Stat. § 1-23-108(b)–(c) (2025).* <https://wyoleg.gov/2025/Enroll/SF0107.pdf>
+[^wyo-1-23-physician-bc]: **Wyo. Stat. § 1-23-108(b)–(c)** — "Any covenant not to compete provision of an employment, partnership or corporate agreement between physicians that restricts the right of a physician to practice medicine" *Wyo. Stat. § 1-23-108(b)–(c) (2025).* <https://wyoleg.gov/2025/Enroll/SF0107.pdf>
 
-[^wyo-1-23-between-physicians]: **Wyo. Stat. § 1-23-108(b)** — "Any covenant not to compete provision of an employment, partnership or corporate agreement between physicians ... is void" *Wyo. Stat. § 1-23-108(b) (2025).* <https://wyoleg.gov/2025/Enroll/SF0107.pdf>
+[^wyo-1-23-between-physicians]: **Wyo. Stat. § 1-23-108(b)** — "Any covenant not to compete provision of an employment, partnership or corporate agreement between physicians" *Wyo. Stat. § 1-23-108(b) (2025).* <https://wyoleg.gov/2025/Enroll/SF0107.pdf>
 
 [^littler-between-physicians]: **Littler Mendelson commentary** — "The language in this subparagraph suggests that the restriction only intends to limit non-compete provisions in contracts entered into ‘between physicians,’" *Littler Mendelson, Wyoming Bans Non-Compete Covenants with Some Exceptions (2025).* <https://www.littler.com/news-analysis/asap/wyoming-bans-non-compete-covenants-some-exceptions>
 
@@ -267,7 +269,9 @@ Commentary specifically warns employers to evaluate routine replacement or updat
 
 [^fisher-anti-moonlighting]: **Fisher Phillips commentary** — "For instance, will customer non-solicitation covenants fall into this definition? Employee non-solicitation covenants? Broad confidentiality agreements? ‘Anti-moonlighting’ agreements" *Fisher Phillips, New Law Voids Most Wyoming Non-Compete Agreements (2025).* <https://www.fisherphillips.com/en/insights/insights/new-law-voids-most-wyoming-non-compete-agreements>
 
-[^wyo-1-23-repayment-schedule]: **Wyo. Stat. § 1-23-108(a)(iii)** — "Any contractual provision providing for the recovery of all or a portion of the expense of relocating, educating and training an employee as follows" *Wyo. Stat. § 1-23-108(a)(iii) (2025).* <https://wyoleg.gov/2025/Enroll/SF0107.pdf>
+[^wyo-1-23-repayment-schedule]: **Wyo. Stat. § 1-23-108(a)(iii)(A)** — "Any contractual provision providing for the recovery of all or a portion of the expense of relocating, educating and training an employee as follows: (A) Recovery of not more than one hundred percent (100%) of the expense for an employee who has served an employer for a period of less than two (2) years;" *Wyo. Stat. § 1-23-108(a)(iii)(A) (2025).* <https://wyoleg.gov/2025/Enroll/SF0107.pdf>
+
+[^wyo-1-23-repayment-schedule-bc]: **Wyo. Stat. § 1-23-108(a)(iii)(B)–(C)** — "(B) Recovery of not more than sixty-six percent (66%) of the expense for an employee who has served an employer for between two (2) and less than three (3) years; (C) Recovery of not more than thirty-three percent (33%) of the expense for an employee who has served an employer for between three (3) and less than four (4) years." *Wyo. Stat. § 1-23-108(a)(iii)(B)–(C) (2025).* <https://wyoleg.gov/2025/Enroll/SF0107.pdf>
 
 [^ogletree-repayment-tier]: **Ogletree Deakins commentary** — "The law permits employers to include provisions in employment contracts allowing them to recover relocation, education, and training expenses" *Ogletree Deakins, Wyoming Enacts Law to Restrict the Use of Noncompete Agreements (2025).* <https://ogletree.com/insights-resources/blog-posts/wyoming-enacts-law-to-restrict-the-use-of-noncompete-agreements/>
 
@@ -289,7 +293,7 @@ Commentary specifically warns employers to evaluate routine replacement or updat
 
 [^sf107-effective-date]: **SF 107 §§ 1–3** — "This act shall apply to contracts entered into on and after July 1, 2025." *S.F. 107, Enrolled Act No. 87, §§ 1–3, 68th Leg., Gen. Sess. (Wyo. 2025).* <https://wyoleg.gov/2025/Enroll/SF0107.pdf>
 
-[^brown-prima-facie]: **Brown v. Best Home Health & Hospice, LLC** — "A non-compete provision ‘is prima facie invalid" *Brown v. Best Home Health & Hospice, LLC, 2021 WY 83, 491 P.3d 1021.* <https://www.courtlistener.com/opinion/9998787/jennifer-brown-fka-jennifer-stringer-nora-youngren-and-carol-wolfe-v/#:~:text=A%20non%2Dcompete%20provision%20%22is%20prima%20facie%20invalid>
+[^brown-consideration-backdrop]: **Brown v. Best Home Health & Hospice, LLC** — "Continued employment is not sufficient consideration to support a non-compete agreement." *Brown v. Best Home Health & Hospice, LLC, 2021 WY 83, 491 P.3d 1021.* <https://www.courtlistener.com/opinion/9998787/jennifer-brown-fka-jennifer-stringer-nora-youngren-and-carol-wolfe-v/#:~:text=Continued%20employment%20is%20not%20sufficient,to%20support%20a%20non%2Dcompete%20agreement.>
 
 [^malave-common-law-elements]: **Malave v. Western Wyoming Beverages, Inc.** — "A valid and enforceable covenant not to compete requires a showing that the covenant is: (1) in writing; (2) part of a contract of employment; (3) based on reasonable consideration; (4) reasonable in durational and geographical limitations; and (5) not against public policy." *Malave v. Western Wyoming Beverages, Inc., 2022 WY 14, 503 P.3d 36.* <https://law.justia.com/cases/wyoming/supreme-court/2022/s-21-0140.html#:~:text=A%20valid%20and%20enforceable%20covenant,(5)%20not%20against%20public%20policy.>