Employee Non-Compete Agreement and Enforceability Memo — Connecticut

CONNECTICUT Employee Non-Compete Agreement and Enforceability Memo

Quick-Reference Summary

Part A — Enforceability Memo

TO: [CLIENT / HIRING MANAGER]
FROM: [COUNSEL NAME], [LAW FIRM]
RE: Enforceability of Proposed Non-Compete Agreement with [EMPLOYEE NAME] — Connecticut Law
DATE: [__/__/____]

1. Executive Summary

Connecticut has no general non-compete statute. Enforceability is governed by case law and the five-factor reasonableness analysis articulated in Robert S. Weiss & Assocs., Inc. v. Wiederlight, 208 Conn. 525 (1988). Connecticut courts will blue-pencil overbroad agreements rather than strike them outright, but cautious drafting remains essential.

Several professions are governed by industry-specific statutes that impose hard caps and additional substantive limits — most notably physicians (Conn. Gen. Stat. § 20-14p, capped at one year and 15 miles), and as of October 1, 2023, APRNs and physician assistants (same 1 year / 15-mile cap plus the new compensation-change limitations). Security guards, broadcasters, home-health workers, and lawyers are also subject to statutory rules. Confirm at the outset which (if any) industry statute applies before drafting.

2. Weiss v. Wiederlight Five-Factor Analysis

3. Industry-Specific Restrictions Checklist

4. Consideration

Connecticut courts have not imposed a Creech-style heightened consideration rule, but mid-employment non-competes are stronger when paired with additional consideration: raise, promotion, signing bonus, equity grant, or specialized training. Continued employment alone is widely accepted as adequate consideration in Connecticut, but a tangible inducement materially reduces enforceability risk.

5. Recommended Drafting Parameters (CT — General Employment)

6. Recommendation

[The proposed NCA with [EMPLOYEE NAME] is / is not likely enforceable under Connecticut common law. Industry-specific statute applicable: ____. Recommended modifications: ________________________________.]

Part B — Non-Compete Agreement (Connecticut — General Employment)

If the employee is a physician, APRN, PA, security guard, broadcaster, home-health worker, or lawyer, do not use this form — use an industry-specific template that complies with the applicable Connecticut statute or rule.

EMPLOYEE NON-COMPETITION, NON-SOLICITATION, AND CONFIDENTIALITY AGREEMENT

This Agreement is entered into between [EMPLOYER NAME] ("Company") and [EMPLOYEE NAME] ("Employee") on [__/__/____].

Recitals

A. Company is engaged in the business of [________________________________] (the "Business").

B. Employee [is being offered initial employment with / is being promoted within / is receiving the following additional consideration from] Company: [________________________________].

C. Employee will have access to Company's trade secrets, confidential information, customer relationships, and specialized training, the protection of which is a legitimate business interest of Company.

D. The parties acknowledge that the restrictions in this Agreement are reasonable under the five-factor analysis articulated in Robert S. Weiss & Assocs., Inc. v. Wiederlight, 208 Conn. 525 (1988).

1. Definitions

1.1 "Competing Business" means [________________________________].
1.2 "Restricted Territory" means [the following Connecticut counties / a [____]-mile radius from each Company office at which Employee worked during the 12 months prior to termination]: [________________________________].
1.3 "Restricted Period" means [twelve (12)] months following termination.
1.4 "Customer" means any person or entity to whom Company sold products or provided services during the 24 months preceding Employee's termination and whom Employee personally serviced or about whom Employee received Confidential Information.
1.5 "Confidential Information" includes trade secrets as defined in Conn. Gen. Stat. § 35-51.

2. Non-Competition

During the Restricted Period, Employee shall not, within the Restricted Territory, directly or indirectly engage in a Competing Business in a capacity substantially similar to the capacity in which Employee served Company.

3. Customer Non-Solicitation

During the Restricted Period, Employee shall not solicit or accept business from any Customer with respect to products or services competitive with the Business. Consistent with New Haven Tobacco Co. v. Perrelli, 18 Conn. App. 531 (1989), this restriction is limited to customers Employee personally serviced or about whom Employee received Confidential Information.

4. Employee Non-Solicitation

For [twelve (12) to twenty-four (24)] months after termination, Employee shall not solicit, recruit, or hire any person who was an employee or independent contractor of Company during the 6 months preceding Employee's termination.

5. Confidentiality

Employee shall hold all Confidential Information in strict confidence. Trade-secret obligations are perpetual; other Confidential Information obligations continue [____] years post-termination. Misappropriation is independently actionable under the Connecticut Uniform Trade Secrets Act, Conn. Gen. Stat. §§ 35-50–35-58.

6. Return of Property

Upon termination, Employee shall return all Company property and certify deletion of Company information from personal devices.

7. Reasonableness; Blue-Pencil

The parties acknowledge that the restrictions are reasonable under Weiss v. Wiederlight. If any provision is held overbroad, the parties intend and request that the court reform ("blue-pencil") the provision to the extent enforceable under Connecticut law.

8. Remedies

Breach causes irreparable harm. Company may seek injunctive relief and damages. Prevailing party may recover reasonable attorney fees and costs.

9. Governing Law; Venue

Connecticut law governs. Venue is the state and federal courts in [________________________________] County, Connecticut. Any choice-of-law clause selecting another jurisdiction is void to the extent it deprives Employee of Connecticut public-policy protections.

10. Severability; Survival; Entire Agreement

Severable. Sections 1–8 survive termination. This is the entire agreement on its subject matter.

11. Employee Acknowledgments

Employee acknowledges: (a) opportunity to consult independent counsel; (b) the consideration in Recital B is good and sufficient; (c) the protectable interests are real and substantial; (d) Employee enters this Agreement freely.

EMPLOYEE:

COMPANY:

Part C — Pre-Signing Checklist

☐ Industry-specific statute check. Confirm Employee is NOT a physician (§ 20-14p), APRN/PA (§§ 20-87k, 20-12e), security guard (§ 31-50a), broadcaster (§ 31-50b), home-health worker (§ 20-681), or lawyer (RPC 5.6). If yes, use industry-specific form.
☐ Five Weiss factors analyzed and documented in legal file.
☐ Duration set at 6–12 months for typical employees (longer requires factual support).
☐ Geographic scope tied to areas where Company actually does business and Employee worked.
☐ Scope of activities tied to Employee's actual role (no "any capacity").
☐ Customer non-solicit limited to customers Employee personally serviced (Perrelli compliance).
☐ Consideration documented in Recital B — initial employment or specific additional consideration.
☐ Blue-pencil clause included (Section 7).
☐ Confidentiality / trade-secret terms anchored to Conn. Gen. Stat. § 35-51.
☐ Governing law / venue set to Connecticut.
☐ Employee non-solicit drafted separately (12–24 months).
☐ Onboarding file retains: signed offer letter, signed Agreement, consideration documentation.
☐ Existing-employer NCA conflict check for laterals.
☐ Healthcare carve-outs — if any party is a healthcare entity, confirm physician / APRN / PA / home-health rules do not apply.
☐ Reasonable opportunity to review — provide draft at least [____] business days before execution.

Sources and References

• Connecticut General Statutes: https://www.cga.ct.gov/current/pub/titles.htm
• Conn. Gen. Stat. § 20-14p (physicians): https://www.cga.ct.gov/current/pub/chap_370.htm
• Conn. Gen. Stat. § 20-681 (home health / homemaker / companion): https://www.cga.ct.gov/current/pub/chap_400b.htm
• Conn. Gen. Stat. § 31-50a (security guards): https://www.cga.ct.gov/current/pub/chap_557.htm
• Conn. Gen. Stat. § 31-50b (broadcasters): https://www.cga.ct.gov/current/pub/chap_557.htm
• Connecticut Uniform Trade Secrets Act, Conn. Gen. Stat. §§ 35-50–35-58: https://www.cga.ct.gov/current/pub/chap_625.htm
• Public Act 23-97 (extending physician restrictions to APRNs/PAs): https://www.cga.ct.gov/2023/act/pa/pdf/2023PA-00097-R00SB-00009-PA.pdf
• Robert S. Weiss & Assocs., Inc. v. Wiederlight, 208 Conn. 525, 546 A.2d 216 (1988)
• New Haven Tobacco Co. v. Perrelli, 18 Conn. App. 531, 559 A.2d 715 (1989)
• Scott v. General Iron & Welding Co., 171 Conn. 132, 368 A.2d 111 (1976)
• Connecticut R. Prof. Conduct 5.6 (lawyers): https://www.jud.ct.gov/Publications/PracticeBook/PB.pdf
• Connecticut Bar Association: https://www.ctbar.org/