New York Noncompete Agreement: What's Included and Enforceability
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Is a Non-Compete Agreement Enforceable in New York?
Yes. New York allows employers to enforce non-compete agreements against employees to protect their legitimate business interests. To be enforceable in New York, a non-compete agreement must pass a test that was established by the Supreme Court of New York called the three-prong test:
- Protectable interest. The non-compete agreement must protect a legitimate business interest and can be no more restrictive than necessary to protect this interest.
- Undue hardship. The employee cannot face undue hardship as a result of the restrictions of the non-compete agreement.
- Public policy. The non-compete agreement cannot be injurious to the public.
An example of a non-compete agreement that is injurious to the public would be an agreement that prohibits a doctor from practicing medicine in a certain area which would limit the public’s ability to select certain doctors for treatment.
What is a Protectable Business Interest in a New York Non-Compete Agreement?
If a non-compete agreement doesn’t protect a legitimate business interest, it will be unenforceable. The New York Supreme Court has determined that the following interests qualify as “protectible business interests”:
- Trade secrets
- Confidential customer information
- Employer’s client base or client lists
In addition, a non-compete agreement can be used to protect an employer from irreparable harm where an employee’s services are unique.
How Long Does a New York Non-Compete Agreement Last?
The Supreme Court of New York has determined that 2 years is a reasonable length of time for a non-compete agreement to last. In addition, the courts have recognized that five years is reasonable for a non-compete agreement that is used when selling a business.
How Do You Get Around a Non-Compete Agreement in New York?
If an employee wants to get around a non-compete agreement in New York, there are a couple of ways this can be accomplished.
- The legitimate interest test. Non-compete agreements in New York must serve the purpose of protecting a legitimate business interest. To get out of a non-compete agreement, an employee can show that the contract is not protecting a legitimate interest.
- Breach of contract. Most non-compete agreements are part of a larger employment contract. If an employer has breached any part of the employment contract, it will be difficult to enforce the non-compete agreement.
- Lack of specific language. To enforce a non-compete agreement, the contract terms need to be specific and cannot be overly broad. If an employee is prohibited from working for a competitor, it must state in what capacity. A non-compete agreement cannot stop an employee for working for a competitor in a different type of job. This is often called the “janitor rule” because courts use the example that a CEO of one company cannot be prohibited from being employed as a janitor at a competing company.
- Lack of competition. The purpose of a non-compete agreement is to prevent unfair competition to an employer’s business. If an employee can prove that they are not in competition with the employer, a non-compete agreement cannot be enforced.
What Voids a New York Non-Compete Agreement?
There are several ways that a New York non-compete agreement can be determined void by a court. These reasons include:
- The employee was fired without cause.
- The terms of the contract impose undue hardship on the employee and their ability to find work.
- An employee’s job skills are rare and necessary for public health.
- The duration is too long or the geographic boundary is too large.
If any of these conditions apply to a non-compete agreement, it may be deemed void by the court.
Frequently Asked Questions
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Meet some of our New York Noncompete Agreement Lawyers
Anjali S.
Attorney licensed in California, New York, and Florida with over a decade of experience in technology transactions, data privacy, and intellectual property. I advise businesses on drafting, reviewing, and negotiating commercial agreements, including SaaS agreements, master services agreements (MSAs), vendor and procurement contracts, data processing agreements (DPAs), and intellectual property licensing arrangements. I hold the CIPP/US and CIPP/E privacy certifications and regularly support clients on matters involving data use, privacy considerations, and contract structuring in technology-driven business relationships. My approach is practical and business-focused, with an emphasis on clear guidance, efficient negotiation, and helping clients move forward with confidence.
"Anjali is beyond sharp, responsive, and--most importantly for my project--highly knowledgable in the entertainment and intellectual property spaces. I'd work with her again in a second."
Scott S.
I have over 25 years' experience representing individual and company clients, large and small, in transactions such as mergers and acquisitions, private offerings of securities, commercial loans and commercial endeavors (supply contracts, manufacturing agreements, joint ventures, intellectual property licenses, etc.). My particular specialty is in complex and novel drafting.
"Scott had a quick turnaround on my company’s operating agreement."
Donya G.
Donya G.
I am a Contracts and Mergers & Acquisitions Attorney with more than 25 years of diverse legal and business experience. My practice focuses on mergers and acquisitions, commercial contracts, contract dispute resolution, and a broad range of business-related legal matters. I have extensive experience managing and closing transactions across a variety of industries, including SaaS, IT, eCommerce, franchises, agencies, and food services. I take a practical, business-oriented approach to transactions, helping clients efficiently navigate complex deals from initial structuring and negotiation through execution and closing. My combined legal, litigation, financial, and business experience allows me to deliver strategic, efficient, and practical solutions tailored to my clients’ objectives, whether in deal negotiations, contract structuring, dispute resolution, or complex business transactions
"Donya was an amazing partner and was very patient and diligent in dealing with the APA and OA. I highly recommend her as she knows her stuff, is confident, and always has your back."
John B.
John Benemerito is the Founder and Managing Partner of Benemerito Attorneys at Law. Admitted to practice in New York and New Jersey, John represents small business owners and startups in the areas of Business and Securities Law. John received his Bachelors Degree at John Jay College of Criminal Justice where he majored in Criminal Justice. Afterwards, he attended New York Law School where he focused his studies on Corporate and Securities Law. John comes from a family of entrepreneurs. From as far back as he can remember he was always involved in his family’s numerous businesses. At the age of fifteen, John entered into a new business venture with his father and managed to grow and maintain that business through high school, college and law school.John is currently a co founder in over five different businesses. After law school, John decided that he wanted to help people like himself. He opened his own law practice and began working primarily with small business owners until he was introduced into the startup world. Ever since that time, John has worked with hundreds of startups and thousands of entrepreneurs from all different backgrounds in helping them achieve their goals. Having been an entrepreneur his entire life, John understands what it takes to create and maintain a successful business. He enjoys sitting down and working with his clients in figuring out each of their unique challenges.
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Brett G.
Entertainment Attorney with 30+ years of experience, representing all aspects of the TV, Film, Music and Publishing Industries
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Aaron M.
Aaron focuses his practice on entrepreneurs and emerging growth companies, providing general counsel services for companies from formation through exit. Aaron frequently advises clients in connection with routine and unique legal, business, and strategic decisions, including corporate, business and technology transactions, angel and venture financings, mergers and acquisitions, protection of intellectual property, and information privacy and data security.
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Jaclyn I.
Jaclyn is an experienced intellectual property and transactional attorney residing and working in NYC, and serving clients throughout the United States and internationally. She brings a targeted breadth of knowledge in intellectual property law, having years of experience working within the media, theater, PR and communications industries, and having represented clients in the music, entertainment, fashion, event production, digital media, tech, food/beverage, consumer goods, and beauty industries. She is an expert in trademark, copyright, and complex media and entertainment law matters. Jaclyn also taught as an Adjunct Professor at Cardozo School of Law, having developed and instructed the school’s first Trademark Practicum course for international students. In her spare time, Jaclyn’s passion for theater and love for NYC keeps her exploring the boundless creativity in the world’s greatest city!
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"Valerie was professional, quick, and precise. Will reach out to her for any future matters. Thank you."
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"Delivered the scoped work product ahead of the agreed deadline. The memorandum was clear, well-organized, and the analysis was actionable. Texas covenant knowledge as advertised. One caution: the bid listed a deliverable that was later recharacterized, and all requests were answered with strict scope language. Ensure everything from the bid appears in the engagement letter before signing. Work quality: strong. Style: strictly transactional."
Reply From Philips V.
Thank you for taking the time to share your feedback. This engagement was a limited‑scope project focused on providing written legal analysis to the four specific questions in your bid request. You selected my bid after your clarifying questions were fully answered, and the engagement letter reflected that scope as written. The work product delivered matched the scope requested and agreed to in the engagement letter. Clear deliverables upfront make short, fixed‑fee engagements efficient and predictable, and they help ensure competitive bids are evaluated on a consistent scope. We all expect a level playing field with fixed goal posts. I am glad to hear the memorandum was clear, well organized, and actionable, and that the work quality and timeliness met your expectations. I appreciate the opportunity to assist with your Texas covenant review.
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Employee Rights
Noncompete Agreement
Texas
Noncompete agreement and moonlighting?
I am an employee at a company that has recently asked me to sign a noncompete agreement. I am considering doing so, but I am concerned about whether or not the agreement would prevent me from taking on additional freelance work outside of my normal job. I am interested in moonlighting and need to know if a noncompete agreement would limit my ability to do so.
Curt L.
If you moonlighting work is in the same business and same market, it is almost certainly prohibited by a noncompete agreement.
Employment
Noncompete Agreement
Washington
Noncompete agreement and public policy?
I recently accepted a job offer with a new employer who asked me to sign a noncompete agreement. I am concerned that the agreement may not be in line with public policy and wanted to get a professional opinion from a lawyer to make sure I am not putting myself in a difficult situation.
Merry K.
If you are in Washington State, where I'm licensed, as opposed to D.C., please let me know what kind of help you are looking for - have you already signed the agreement? I've been a WA State attorney for nearly 38 years, and specialize in employment law.
Contracts
Noncompete Agreement
Florida
Noncompete agreement and severance packages?
I recently left my job of 5 years, where I had signed a non-compete agreement. I am now negotiating a severance package with my former employer and am unsure of what my rights and obligations are regarding the non-compete agreement. I am seeking clarification on how the non-compete agreement should be handled in relation to the terms of my severance package.
Diane D.
To be able to answer this question, I would need to see the agreements. No one can answer your question without seeing the agreements.
Employment
Noncompete Agreement
Washington
Noncompete agreement termination options?
I recently left my job after signing a Noncompete Agreement. I am looking for a new job, but I am concerned about the restrictions in the Noncompete Agreement and how it might affect my ability to find a new job. I am looking for advice on my options for terminating or modifying the Noncompete Agreement so that I can find a new job without having to worry about any potential legal repercussions.
Merry K.
I am a WA State employment attorney. If you didn’t receive anything in return for signing the non-compete, it may be relatively easy to get out of it. If, however, you signed in return for something, such as a severance package, it will be challenging to get out of the agreement. However, many non-compete agreements are written overly broadly and may not be enforceable under the laws of WA and other states. You may want to consult with a WA State employment attorney for a review of the documents and law(s) of the state(s) where you may want to work or set up a business. (A WA State attorney can only provide legal advice in WA, but can help you find applicable law/case decisions for other states but without providing anything beyond information, much like a law librarian).
Employment
Noncompete Agreement
Missouri
Could someone go to jail if they are accused of fraud for never intending to not breaching his or her non compete non solicit contract?
I am really curious when employment contract can become criminal. Is it criminal to ask you coworker to come work with you, considering if you are accused of fraud for breaching non compete non solicit?
Matthew S.
No, this at worst is a civil matter and not a criminal matter. F
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