Non-Compete Agreement - District of Columbia

DISTRICT OF COLUMBIA HIGHLY COMPENSATED EMPLOYEE NON-COMPETE AGREEMENT

1. DOCUMENT HEADER AND MANDATORY ELIGIBILITY GATE

This Agreement is made as of [EFFECTIVE DATE] by and between [EMPLOYER LEGAL NAME], a [STATE AND ENTITY TYPE] with its principal place of business at [ADDRESS] (“Employer”), and [EMPLOYEE FULL LEGAL NAME], residing at [ADDRESS] (“Employee”).

Employer is engaged in [DESCRIBE BUSINESS]. Employee will serve as [TITLE].

Complete every item before use:

• Employee’s D.C. work-location facts satisfy D.C. Code § 32-581.01: [DESCRIBE].
• Employee is not a broadcast employee.
• Employee is reasonably expected to earn at least the current CPI-adjusted “minimum qualifying annual compensation”: $[CURRENT AMOUNT].
• If the medical-specialist rules are selected, Employee is a physician primarily delivering medical services, has completed a residency, holds a medical license, and satisfies the current medical-specialist compensation threshold.
• Employer checked the current calendar-year thresholds before delivery: [DATE AND SOURCE].

Do not use this form for a “covered employee.” D.C. Code § 32-581.02 makes a prohibited non-compete provision void and bars requesting or requiring it.

2. DEFINITIONS

“Competitive Business” means [IDENTIFY SPECIFIC COMPETING ENTITIES, INDUSTRY, OR BUSINESS].

“Confidential Employer Information” means non-public information owned or possessed by Employer that Employer has taken reasonable steps to protect from improper disclosure.

“Restricted Period” means [___] calendar days after separation. It may not exceed 365 days, or 730 days for a qualifying medical specialist.

“Restricted Services” means [SPECIFY SERVICES OR ROLES EMPLOYEE MAY NOT PERFORM].

“Restricted Territory” means [SPECIFY GEOGRAPHICAL LIMITS].

3. NOTICE AND CONSIDERATION

Employer delivered this Agreement and the statutory notice in Section 8 on [DATE], at least 14 calendar days before [EMPLOYMENT COMMENCEMENT / REQUIRED SIGNING DATE].

In exchange for Employee’s covenants, Employer will provide [INITIAL EMPLOYMENT / PROMOTION / NEW DUTIES] and [$______ SIGNING OR RETENTION PAYMENT / EQUITY / OTHER SPECIFIC BENEFIT].

4. RESTRICTIVE COVENANTS

4.1 Non-Competition. During the Restricted Period, within the Restricted Territory, Employee shall not perform Restricted Services for or on behalf of a Competitive Business.

4.2 Confidentiality. Employee shall not use, sell, disclose, or improperly access Confidential Employer Information except to perform duties for Employer or as applicable law permits. This clause does not prohibit lawful protected activity.

4.3 Customer and Personnel Restrictions. [OPTIONAL — ADD ONLY AFTER D.C. COUNSEL CONFIRMS THE CLAUSE DOES NOT FUNCTION AS A PROHIBITED NON-COMPETE.]

4.4 Return of Property. Upon request or separation, Employee shall return Employer property, subject to lawful retention rights.

5. REPRESENTATIONS

5.1 Mutual Authority. Each Party represents that it has authority to enter this Agreement.

5.2 Completed Scope. Employee acknowledges that the role gate, current threshold, Restricted Services, Restricted Territory, and Restricted Period were completed before signing.

5.3 Copy and Objections. Employer will provide Employee a copy on request and will not retaliate for a protected request, question, or objection under D.C. Code §§ 32-581.02–32-581.03.

6. REMEDIES

6.1 Notice and Cure. For a breach capable of cure, Employer shall provide written notice and [___] days to cure.

6.2 Injunctive Relief. A Party may seek relief available under applicable law, subject to required proof and security. This Agreement does not establish irreparable harm or waive defenses.

6.3 Damages and Fees. A Party may seek proven contract damages and fees only when authorized by an enforceable agreement or applicable law. D.C. Code § 32-581.04 separately supplies employee remedies and penalties for statutory violations.

6.4 No Automatic Tolling, Disgorgement, Employee Indemnity, Insurance, Bond Waiver, or Uncapped-Liability Declaration. This form creates none of those provisions.

7. GENERAL PROVISIONS

7.1 Governing Law and Forum. District of Columbia law governs. Subject to any valid arbitration clause, an action shall be brought in a court of competent jurisdiction in the District.

7.2 Optional Arbitration. [IF MUTUALLY SELECTED] A dispute other than provisional relief shall be resolved by binding arbitration in the District under [PROVIDER] employment rules.

7.3 Assignment. Employee may not assign this Agreement. Employer may assign it to a successor that acquires the business and interests to which the restrictions relate.

7.4 Severability. An unlawful provision is severed only to the extent permitted by law. The Parties do not authorize a court to enlarge the restriction.

7.5 Entire Agreement; Counterparts. This Agreement and identified confidentiality agreements are the entire agreement on this subject. It may be executed in counterparts and electronically.

8. REQUIRED STATUTORY NOTICE

Employer must give the following notice whenever proposing this non-compete provision:

The District's Ban on Non-Compete Agreements Amendment Act of 2020 limits the use of non-compete agreements. It allows employers to request non-compete agreements from highly compensated employees, as that term is defined in the Ban on Non-Compete Agreements Amendment Act of 2020, under certain conditions. [Name of employer] has determined that you are a highly compensated employee. For more information about the Ban on Non-Compete Agreements Amendment Act of 2020, contact the District of Columbia Department of Employment Services (DOES).

Employer name inserted in notice: [EMPLOYER LEGAL NAME].

Employer shall also provide workplace-policy copies within the periods required by D.C. Code § 32-581.03a when a policy uses an exception listed in § 32-581.01(15).

9. EXECUTION BLOCK

Sources and References

• D.C. Code § 32-581.01: https://code.dccouncil.gov/us/dc/council/code/sections/32-581.01
• D.C. Code § 32-581.02: https://code.dccouncil.gov/us/dc/council/code/sections/32-581.02
• D.C. Code § 32-581.03: https://code.dccouncil.gov/us/dc/council/code/sections/32-581.03
• D.C. Code § 32-581.03a: https://code.dccouncil.gov/us/dc/council/code/sections/32-581.03a
• D.C. Code § 32-581.04: https://code.dccouncil.gov/us/dc/council/code/sections/32-581.04
• D.C. Code § 32-581.05: https://code.dccouncil.gov/us/dc/council/code/sections/32-581.05