Non-Compete Agreement

RHODE ISLAND EMPLOYEE NON-COMPETE AGREEMENT

1. PARTIES AND MANDATORY ELIGIBILITY GATES

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”).

Do not use this form for:

• an employee classified as nonexempt under the Fair Labor Standards Act;
• an undergraduate or graduate student in an internship or short-term employment while enrolled;
• an employee age eighteen or younger;
• a low-wage employee whose covered average annual earnings do not exceed 250% of the federal poverty level for individuals; or
• a physician whose right to practice medicine would be restricted, except for a qualifying practice-sale covenant not exceeding five years.

Eligibility determination: [ELIGIBLE / PROHIBITED CATEGORY / PHYSICIAN PROHIBITION / SALE EXCEPTION].

Consideration: [INITIAL EMPLOYMENT / PROMOTION / BONUS / OTHER SPECIFIC BENEFIT].

2. NARROW COVENANTS

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

“Restricted Period” means [___] months after employment ends. “Restricted Services” means [SERVICES EMPLOYEE ACTUALLY PERFORMED]. “Restricted Territory” means [AREA CONNECTED TO EMPLOYEE’S ACTUAL WORK].

During the Restricted Period and within the Restricted Territory, Employee shall not perform Restricted Services for a Competitive Business, but only to protect [IDENTIFIED LEGITIMATE INTEREST] and only to the extent current Rhode Island law permits.

Employee shall not use or disclose trade secrets or protected confidential information except as applicable law permits and shall return Employer property when employment ends.

Nothing prohibits general skill and experience, unrelated services, protected reporting or proceedings, wage discussion protected by law, or other legally protected activity.

3. ENFORCEMENT AND GENERAL TERMS

A prohibited noncompetition restriction is unenforceable, while the remainder of an agreement may remain effective under § 28-59-3. A party may seek only relief available under applicable law upon the required proof and security. This Agreement creates no automatic tolling, bond waiver, disgorgement, employee indemnity, fee shifting, or uncapped-liability declaration.

Rhode Island law governs. Subject to any enforceable arbitration agreement, the parties submit to the state courts located in [COUNTY], Rhode Island. This Agreement may be executed in counterparts and electronically to the extent applicable law permits.

4. EXECUTION

Sources and References

• Rhode Island Legislature, § 28-59-2: https://webserver.rilegislature.gov/Statutes/TITLE28/28-59/28-59-2.htm
• Rhode Island Legislature, § 28-59-3: https://webserver.rilegislature.gov/Statutes/TITLE28/28-59/28-59-3.htm
• Rhode Island Legislature, § 5-37-33: https://webserver.rilegislature.gov/Statutes/TITLE5/5-37/5-37-33.htm