Business Contracts Lawyers for Tampa, Florida

As of September 2025, non-compete agreements are governed almost entirely by state law. The Federal Trade Commission’s 2024 rule banning most non-competes was vacated by a federal court, and the FTC dismissed its appeals in September 2025. That rule has no legal effect today. Employers must analyze enforceability under the laws of the state where the employee works. General Standards Courts in states that allow non-competes usually apply a four-part framework. First, the restriction must protect a legitimate business interest such as trade secrets, confidential information, customer goodwill, or recouping significant training investments. Second, the agreement must be reasonable in scope. Duration is typically upheld if it’s between six months and one year, with two years sometimes permitted for employees with access to highly sensitive information. Third, the geographic reach must reflect the employee’s actual influence. A regional sales manager might reasonably be restricted within their sales territory, but a nationwide restriction is rarely upheld unless the business operates nationally. Fourth, there must be adequate consideration. A job offer is usually sufficient for a new hire. For existing employees, most states require something more, such as a raise, bonus, equity grant, or promotion. State Variations Enforceability depends heavily on jurisdiction. California, Minnesota, Oklahoma, and North Dakota prohibit most employment-related non-competes. The District of Columbia bans non-competes for covered employees but allows them for “highly compensated” employees if salary thresholds and notice requirements are satisfied. Illinois prohibits non-competes for employees earning less than $75,000 and non-solicits for those earning less than $45,000, with both thresholds scheduled to increase every five years. Washington prohibits non-competes for employees earning below an indexed threshold, which for 2025 is $123,394.17 for employees and $308,485.43 for independent contractors. Colorado allows non-competes only for highly compensated workers tied to trade secret protection and imposes civil penalties for violations. Massachusetts requires employers to provide either garden-leave pay or other mutually agreed consideration, as well as advance notice and specific contractual language. Florida and Texas remain relatively favorable to employers. Florida’s CHOICE Act, effective July 2025, creates a presumption of enforceability for employees earning more than twice the mean annual wage in the county of employment, which currently falls between $80,000 and $100,000 depending on location. Texas continues to enforce non-competes that are “ancillary to” an otherwise enforceable agreement and reasonable in time, area, and scope. 2025 Legislative Changes Several states enacted new restrictions this year for healthcare professionals. Louisiana’s Act 273 limits physician non-competes to three years for primary care physicians and five years for others, with geographic restrictions tied to the parish of practice and two contiguous parishes. Maryland’s House Bill 1388 prohibits non-competes for healthcare providers earning $350,000 or less and limits non-competes for higher earners to one year and 10 miles. Pennsylvania’s Fair Contracting for Health Care Practitioners Act, effective January 2025, voids most non-competes longer than one year for covered practitioners but allows them in connection with the sale of a practice. Drafting Considerations To increase the chances of enforceability, tailor the agreement to the employee’s actual role and responsibilities. Define restricted activities with precision. For example, prohibit solicitation of clients the employee serviced in the past year rather than a blanket ban on working in the industry. Limit the geographic scope to the area where the company does business or where the employee had influence. Use a duration tied to the legitimate interest you’re protecting. Document the consideration provided if the agreement is signed mid-employment. Include a severability or reformation clause, but don’t assume a court will automatically rewrite an overbroad provision. Comply with procedural rules: Massachusetts requires ten business days’ notice before the start date, Washington requires disclosure before an offer is accepted, and other states have mandatory notices. For multi-state workforces, use jurisdiction-specific riders rather than one universal agreement. Alternatives and Complements Because non-competes are increasingly limited, employers should use complementary protections. Confidentiality and trade secret agreements are enforceable nationwide. Non-solicitation provisions are often easier to enforce, though some states impose income thresholds for these as well. Garden-leave provisions, where the employee is paid during the restricted period, can strengthen enforceability and may be required in certain jurisdictions. Training-repayment agreements are another tool but must be drafted carefully to avoid appearing punitive. The Final Analysis If you’re weighing whether a non-compete or a related restriction is right for your business, it’s smart to have an attorney review the agreement before relying on it. State laws differ widely, and even well-intentioned clauses can be struck down if they’re not drafted carefully. On Contracts Counsel, you can connect with an experienced employment lawyer who can draft or refine an agreement that protects your interests while complying with current legal standards.

This can be done by agreement of the parties. Typically it can be done in the same way profits are split or depending on how much the parties are contributing to the JV. If you need assistance with the JV agreement, I can help. You can find me on the contracts counsel website to engage my services. All the best Donya Gordon

It is highly recommended, but it is not necessary (ie required by law) to have a written agreement in most circumstances. But, as in with any handshake agreement- it will hard to figure out if there's a misunderstanding or something goes wrong. You end up in court, having people give testimony about what was and what wasn't the deal, and you're asking the judge/jury to go through your emails to try to get an understanding. Not to mention, an agreement can force things like mediation and arbitration to makes things easy. Also, without a writing you can both be wrong about your understanding of what the deal was, nobody being at blame. Litigating is never simple or easy or fast. Unless it's in small claims. Making it easy on yourself or your future lawyer can help you avoid a lot of future headache.

Hello, My name is Fabian Garcia and I am a Florida-licensed attorney. What follows is a brief overview of certain important considerations when drafting an Operating Agreement: There are several items that need to be considered when drafting an Operating Agreement. First, you will need to determine whether your company will be manager-managed or member-managed. This is important because it will lay the foundation as to which individuals/entities will have the ability to control the company. Proper definitions should be used throughout the entire Operating Agreement to make sure that there are no ambiguities. Capital contributions are generally attached as an exhibit to the Operating Agreement, and describe the amounts that each member has contributed. Note that capital contributions can also be in the form of sweat equity. You will also want to make sure and address whether additional capital contributions will be required. Another item that must be touched on the Operating Agreement is membership. How will new members be admitted? Will a vote be required? Note that typically, members are not liable for the company's obligations by merely being members. There should be language addressing that as well. You will also want to make sure that there is a mechanism as to how members may dissociate from the company and whether the remaining members will have any buy-out rights. Next, the Operating Agreement should clearly address how profits and losses will be allocated. This goes hand in hand with how distributions will be made to the members, if any. Typically, if it is a manager-managed company, the manager will determine when the distributions must be made. All of the items which need to be voted on, along with the required voting percentages, need to be included in the Operating Agreement. The Operating Agreement should address whether the members will be able to transfer their membership interests in the company. Some third-parties may be considered permitted transferees. Additionally, the Operating Agreement should generally state that it will indemnify the members in the event of a lawsuit, under certain circumstances. Lastly, the Operating Agreement should always have a dispute resolution mechanism, indicating how disputes are to be handled. I routinely assist business owners by drafting Operating Agreements, along with other complex legal documents. Please let me know if I can ever be of assistance. Thank you.

Amending a contract, including an independent contractor agreement, usually takes three main steps: First, to amend a contract, the parties must usually agree to new terms. This sometimes requires the parties to negotiate. Second, when the parties to an agreement memorialize it in a written contract, they typically must also sign a written document to amend it. This means that they will need to draft an amendment that accurately reflects the proposed amendment(s). Third, once the parties have drafted an amendment that they are comfortable with, each will sign and will usually receive a signed copy of the fully executed contract amendment. However, note that amending some contracts can be much more complex. For assistance with negotiating or drafting a contract amendment, including for an independent contractor agreement, you should contact a knowledgeable attorney practicing in the appropriate jurisdiction. [I am licensed to practice law by the state of North Carolina.]