Non-Compete Agreement - Florida

FLORIDA EMPLOYEE NON-COMPETE AGREEMENT

TABLE OF CONTENTS

1. Statutory Track and Role Gate
2. Document Header
3. Definitions
4. Consideration and Required Notice
5. Restrictive Covenants
6. Representations
7. Remedies
8. Dispute Resolution
9. General Provisions
10. Execution Block

1. STATUTORY TRACK AND ROLE GATE

Select one track after Florida counsel reviews the employee, compensation, work location, and employer location:

• ☐ Standard Track — Fla. Stat. § 542.335. Use for a written, signed covenant supported by one or more proven legitimate business interests and reasonably necessary to protect those interests.
• ☐ CHOICE Act Track — Fla. Stat. §§ 542.43 and 542.45. Use only if Employee is a covered employee: an employee or individual contractor whose actual or reasonably expected salary exceeds twice the annual mean wage of the applicable Florida county. A health care practitioner as defined in Fla. Stat. § 456.001 is not a covered employee.
• ☐ Do Not Use. A restrictive covenant described in Fla. Stat. § 542.336 is void where one entity employs or contracts with all physicians practicing the specialty in the county, subject to that section’s terms.

The CHOICE Act applies to a covered employee whose primary place of work is in Florida regardless of choice of law, or to an agreement with a covered employer whose principal place of business is in Florida when the agreement expressly selects Florida law.

Selected track: [STANDARD / CHOICE / DO NOT USE]. Applicable county: [COUNTY]. Current annual mean wage: $[____]. Employee salary for the statutory calculation: $[____].

2. DOCUMENT HEADER

This Florida Employee Non-Compete Agreement (the “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] and may receive access to the Legitimate Business Interests defined below.

3. DEFINITIONS

“Competitive Business” means a business providing [SPECIFIC COMPETING PRODUCTS OR SERVICES] within the Restricted Territory.

“Confidential Information” means non-public Employer information that has business value, excluding general skill and experience, public information, and information Employee may lawfully disclose.

“Legitimate Business Interests” means the following interests identified in Fla. Stat. § 542.335(1)(b) and supported by Employee-specific facts: [IDENTIFY TRADE SECRETS, VALUABLE CONFIDENTIAL INFORMATION, SUBSTANTIAL SPECIFIC CUSTOMER RELATIONSHIPS, GOODWILL, OR EXTRAORDINARY OR SPECIALIZED TRAINING].

“Restricted Period” means [___] months following termination. Under the Standard Track, six months or less is presumptively reasonable in time for a former employee, agent, or independent contractor, and more than two years is presumptively unreasonable. Under the CHOICE Act Track, the period may not exceed four years and must be reduced day-for-day by any nonworking portion of an applicable covered garden-leave notice period.

“Restricted Services” means [DESCRIBE SERVICES EMPLOYEE PROVIDED DURING THE RELEVANT LOOKBACK]. Under the CHOICE Act Track, the prohibited role must involve services similar to those Employee provided during the three years before the noncompete period, or a role in which Employee is reasonably likely to use Employer’s confidential information or customer relationships.

“Restricted Territory” means [OBJECTIVELY IDENTIFIABLE GEOGRAPHIC AREA].

4. CONSIDERATION AND REQUIRED NOTICE

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

4.2 CHOICE Act Counsel Notice. [COMPLETE ONLY FOR CHOICE ACT TRACK] Employer advises Employee in writing that Employee has the right to seek counsel before execution.

4.3 CHOICE Act Seven-Day Review. [COMPLETE ONLY FOR CHOICE ACT TRACK] Employer shall provide the proposed Agreement to a prospective Employee at least seven days before the employment offer expires, or to a current Employee at least seven days before the offer to enter this Agreement expires.

4.4 CHOICE Act Acknowledgment. [COMPLETE ONLY FOR CHOICE ACT TRACK] Employee acknowledges in writing that Employee will receive confidential information or customer relationships in the course of employment.

Employee acknowledgment: ____________________ Date: ____________

5. RESTRICTIVE COVENANTS

5.1 Non-Competition. During the Restricted Period and within the Restricted Territory, Employee shall not assume a role with a Competitive Business in which Employee would perform Restricted Services or would be reasonably likely to use Employer’s Confidential Information or customer relationships, but only to the extent allowed by the selected statutory track and reasonably necessary to protect the Legitimate Business Interests.

5.2 Customer Non-Solicitation. During the Restricted Period, Employee shall not actively solicit competitive business from a specific prospective or existing customer with whom Employee had material contact and whose relationship supports a Legitimate Business Interest.

5.3 Personnel Non-Solicitation. During the Restricted Period, Employee shall not actively recruit an employee with whom Employee materially worked during the last twelve months for the purpose of causing that person to leave Employer. General advertisements and responses not initiated by Employee are excluded.

5.4 Confidentiality. Employee shall not use or disclose Confidential Information except to perform duties for Employer or as applicable law permits. Upon termination, Employee shall return Employer property in Employee’s possession or control.

5.5 Permitted Activities. Nothing in this Agreement prohibits passive ownership of less than [2]% of a publicly traded company, lawful work outside the Restricted Services and Restricted Territory, or conduct protected by Florida or federal law.

6. REPRESENTATIONS

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

6.2 Prior Obligations. Employee represents that entering this Agreement does not breach a disclosed obligation to another person.

6.3 Track-Specific Acknowledgment. Employee acknowledges that the selected track, applicable county, salary calculation, Restricted Services, Restricted Territory, and Legitimate Business Interests were completed before signing.

7. REMEDIES

7.1 Notice and Cure. For a breach capable of cure, Employer shall provide written notice and [___] days to cure. This provision does not waive either Party’s rights or defenses.

7.2 Injunctive Relief and Bond.

• Under the Standard Track, violation of an enforceable restrictive covenant creates a presumption of irreparable injury, but no temporary injunction may be entered unless Employer gives a proper bond. This Agreement does not waive or limit the bond.
• Under the CHOICE Act Track, the statutory preliminary-injunction standards and clear-and-convincing-evidence grounds for modification or dissolution govern.

7.3 Damages and Fees. The Parties may seek remedies authorized by the selected track. Under the Standard Track, a court may award fees and costs to the prevailing party absent a contractual fee clause. Under the CHOICE Act Track, the prevailing party is entitled to reasonable fees and costs.

7.4 Reformation. Under the Standard Track, a court shall modify an overbroad, overlong, or otherwise unnecessary restraint and grant only relief reasonably necessary to protect proven legitimate business interests. The CHOICE Act Track is governed by Fla. Stat. § 542.45.

7.5 No Automatic Tolling, Disgorgement, Indemnity, or Forfeiture. This form creates none of those remedies.

8. DISPUTE RESOLUTION

8.1 Governing Law. This Agreement is governed by Florida law.

8.2 Forum. Subject to the CHOICE Act’s applicability rule and any valid arbitration clause, the Parties submit to the state courts located in [COUNTY], Florida.

8.3 Optional Arbitration. [IF MUTUALLY SELECTED] Any dispute other than a request for provisional injunctive relief shall be resolved by binding arbitration in [CITY], Florida under [PROVIDER] employment rules.

8.4 Optional Jury Waiver. [INCLUDE ONLY AFTER COUNSEL REVIEW] THE PARTIES WAIVE THEIR RIGHT TO A TRIAL BY JURY TO THE EXTENT PERMITTED BY LAW.

9. GENERAL PROVISIONS

9.1 Amendment; Waiver. No amendment or waiver is effective unless in a writing signed by both Parties.

9.2 Assignment. Employee may not assign this Agreement. Employer may assign it only as allowed by the selected track and applicable law. A Standard Track covenant should expressly identify intended third-party beneficiaries and authorize enforcement by assignees or successors when applicable.

9.3 Severability. If a provision is unenforceable, the remaining independent provisions continue to the extent permitted by law.

9.4 Entire Agreement. This Agreement and any identified confidentiality or invention-assignment agreement constitute the entire agreement concerning this subject.

9.5 Counterparts; Electronic Signatures. This Agreement may be executed in counterparts and by electronic signature.

9.6 Notices. Notices must be in writing and delivered personally, by certified mail, or by nationally recognized overnight courier to the addresses above.

10. EXECUTION BLOCK

Sources and References

• Florida Legislature, Fla. Stat. §§ 542.335 and 542.336: https://www.leg.state.fl.us/statutes/index.cfm?App_mode=Display_Statute&URL=0500-0599/0542/0542.html
• Florida Legislature, Fla. Stat. §§ 542.41–542.45: https://www.leg.state.fl.us/statutes/index.cfm?App_mode=Display_Statute&Search_String=&URL=0500-0599/0542/Sections/0542.45.html