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Operating Agreement Non Compete Clause Template for United States

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Key Requirements PROMPT example:

Operating Agreement Non Compete Clause

"I need an Operating Agreement Non Compete Clause for a California-based software development LLC with three founding members, restricting them from starting competing businesses within 50 miles of our offices for 2 years after leaving the company, to be effective from January 2025."

Document background
An Operating Agreement Non-Compete Clause is essential for protecting a company's business interests, intellectual property, and market position. This document is particularly crucial when forming or modifying LLC operating agreements in the United States, where enforcement varies by state. It establishes clear boundaries for business activities post-separation, typically including specific time periods, geographic restrictions, and scope of prohibited activities. The clause must be carefully drafted to ensure enforceability while complying with state-specific requirements and recent federal guidelines on competition restrictions.
Suggested Sections

1. Parties: Identification of all parties bound by the non-compete provisions

2. Background: Context and business purpose for the non-compete restrictions

3. Definitions: Key terms including 'competitive business', 'restricted territory', 'confidential information'

4. Scope of Restrictions: Specific prohibited activities and business areas

5. Duration: Time period for which restrictions apply

6. Geographic Territory: Spatial limits of the non-compete restrictions

7. Consideration: Value provided in exchange for the non-compete agreement

Optional Sections

1. Garden Leave: Paid non-competition period after employment termination - typically used for executive or high-level positions

2. Carve-outs: Specific exceptions to non-compete restrictions - used when certain activities or regions should be excluded

3. Non-solicitation Provisions: Additional restrictions on customer/employee solicitation - used when protecting customer relationships is critical

Suggested Schedules

1. Schedule A - Restricted Territory: Detailed map or list of geographic areas covered

2. Schedule B - Competitive Business Definition: Detailed description of prohibited business activities

3. Schedule C - Consideration Details: Specific compensation or benefits provided

Authors

Alex Denne

Head of Growth (Open Source Law) @ ¶¶Òõ¶ÌÊÓÆµ | 3 x UCL-Certified in Contract Law & Drafting | 4+ Years Managing 1M+ Legal Documents | Serial Founder & Legal AI Author

Clauses

























Industries

State-Specific Laws: Non-compete laws vary significantly by state. Some states like California largely prohibit non-competes, while others like Florida actively enforce them. Each state has specific restrictions and requirements that must be verified.

Federal Antitrust Laws: Key federal regulations including the Sherman Antitrust Act, Federal Trade Commission Act, and the recent FTC proposed rule (2023) seeking to ban non-compete agreements must be considered.

Common Law Principles: Fundamental legal principles including reasonableness doctrine, protection of legitimate business interests, time restrictions, geographic scope limitations, and scope of prohibited activities.

Employment Law Considerations: Essential employment law elements including at-will employment doctrine, employee classification (executive vs. non-executive), consideration requirements, and protection of trade secrets.

State-Specific Enforceability Requirements: State-level requirements for enforceability including duration limitations, geographic restrictions, industry-specific regulations, consideration requirements, and notice requirements.

Trade Secrets Protection: Federal trade secret protection laws including the Uniform Trade Secrets Act and Defend Trade Secrets Act that may impact non-compete provisions.

Teams

Employer, Employee, Start Date, Job Title, Department, Location, Probationary Period, Notice Period, Salary, Overtime, Vacation Pay, Statutory Holidays, Benefits, Bonus, Expenses, Working Hours, Rest Breaks,  Leaves of Absence, Confidentiality, Intellectual Property, Non-Solicitation, Non-Competition, Code of Conduct, Termination,  Severance Pay, Governing Law, Entire Agreemen

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