Covenants Not to Compete, Third Edition

Covenants Not to Compete fully explores legal principles for forming, drafting and implementing sound non-competition agreements. It clearly lays out what interests can be protested and covers the legal limits of enforceability. It is the most complete, practical resource on the subject of restrictive covenants, covering the litigation process from discovery through closing argument, including plaintiff and defendant approaches. The Third Edition provides up-to-date information on topics as:

• General employment principles
• Drafting considerations
• Federal regulations

Covenants Not to Compete even includes ready-to-use documents as well as individual clauses that can be easily customized for specific needs. Among these legally sound models are:

• Hiring agreements
• Settlement and release agreements
• Termination clauses
• Confidential information clauses
• Licensing agreements
• Non-competition agreements
• Litigation forms

Covenants Not to Compete has been updated to include:

• New cases from various states addressing whether restrictions contained within a covenant not to compete are reasonable as to scope and duration
• Recent cases from various states addressing damages and injunctive relief
• A California case addressing whether a client list is a trade secret
• New cases from various states analyzing covenants not to compete in connection with the sale of a business
• Recent cases from various states addressing the so-called "bluepencil" doctrine

• 1. EARLY ENGLISH AND AMERICAN COMMON LAW
  • Early English Development of Policy in Favor of Right to Work
  • Rise of Craft Guilds and Public's Right to Skilled Labor
  • Public Policy Against Restricting Competition
  • Covenants in Connection with Sale of Business
  • General and Particular Restraints and Development of Policy in Favor of Right to Contract
  • Development of Reasonableness as Determinative Factor
  • Development of Modern Rule
  • English Heritage
  • Early American Case Development
  • Partial and General Restraints
  • Emergence of Rule of Reason
  • Ancillary Restraints
  • Test for Determining Reasonableness
  • Protectible Interests
  • The Public's Interest
  • Covenants Between Employers and Employees
  • Sale of Business
  • Covenants Associated with Other Transactions
• 2. MODERN TREATMENT OF NON-COMPETITION AGREEMENTS
  • United States Common Law
  • Restrictions Against Competition During Employment
  • Enforcement of Restrictive Covenants
  • Enforcement of Non-Disclosure Clause
  • Legislation Invalidating Non-Competition Agreements
  • Types of Restrictive Covenants
  • Employee's Refusal to Sign Covenant
• 3. PROTECTIBLE INTERESTS
  • Interests of Employer That May Be Protected
  • Confidential Information in General
  • Trade Secrets
  • General Principles for Maintaining Confidentiality of Information
• 4. FEDERAL REGULATION OF EMPLOYEE COVENANTS NOT TO COMPETE
  • Sherman Antitrust Act
  • RICO Claims
  • ERISA
• 5. DRAFTING COVENANTS NOT TO COMPETE
  • General Drafting Considerations
  • Introductory Clauses
  • Consideration
  • Employer's Protectible Interest
  • Scope of Covenant Not to Compete
  • Miscellaneous Contract Provisions
  • Remedies
  • Indemnification Clause
  • Signature
• 6. COVENANT NOT TO COMPETE CLAUSES
  • Type of Covenant
  • Protectible Interests
  • Solicitation of Business
  • By Occupation
• 7. SAMPLE EMPLOYMENT AGREEMENTS
  • At-Will Employment Agreements
  • General Business Employment Agreements
  • Medical Professional Employment Agreements
  • Independent Contractor Employment Agreements
  • Foreign Employee Assignments in the United States
• 8. PRE-LITIGATION CONSIDERATIONS
  • Resolution Prior to Filing Suit
  • State or Federal Jurisdiction
  • Employer's Considerations
  • Considerations for Former Employee and New Employer
• 9. LITIGATION CONSIDERATIONS
  • Defining Goals and Objectives
  • Policy Considerations
  • Initial Client Contact
  • Plaintiff's Considerations
  • Defendant's Considerations
  • Discovery in Litigation
  • Dealing with Witnesses
  • Basic Evidence Considerations
  • Alternative Dispute Resolution Mechanisms (Arbitration)
  • Settlement
  • Attorney Fees and Costs
• 10. LITIGATION FORMS
  • Initial Pleadings
  • Injunctive Relief
  • Discovery
  • Settlement Agreements
• 11. REMEDIES
  • Enforcement of Covenants Not to Compete
  • Monetary Damages
  • Injunctive Relief
  • Costs and Attorney's Fees
  • Punitive Damages
• 12. STATE CASE DIGEST
• Table of Cases
• Table of Statutes