Non-Compete Agreement Review Checklist — Ohio

Confirm the named employer is the entity the worker actually serves. In Ohio the covenant can outlive that entity — a statutory merger hands it to the survivor automatically — so a precise party recital is what later lets a successor, or the worker, trace who holds the restraint and who can enforce it.

Every covenant clock should run from a stated date. Ohio adds a reason to be precise: the restricted period can be equitably extended while enforceability is litigated, and an extension argument is much harder to audit when the baseline start and end dates were never pinned down in the instrument.

Record the role, because in Ohio the role carries real analytical weight: the reasonableness factors ask whether this employee actually held confidential information or trade secrets and whether the restraint targets unfair competition or just competition. A title and duties recital is the cheapest evidence on both questions. A.1

Check that the governing state is stated. Choosing Ohio law chooses the whole analytical frame — judge-made reasonableness applied covenant by covenant, with no statutory safe harbor to lean on — so the rest of this checklist assumes that choice is visible on the face of the agreement.

The definition is doing protectable-interest work in Ohio: whether the worker held confidential information is one of the factors a court weighs when it tests the restraint. A definition built around genuinely non-public business information supports the covenant; one that sweeps in everything the worker ever learned reads as a restraint on the worker rather than a shield for the employer. B.1

Define trade secrets separately and track the statutory tests: independent economic value from secrecy, plus efforts reasonable under the circumstances to keep it secret. Ohio gives trade secrets their own statutory remedy independent of the contract, so a clean definition preserves a second line of protection even if a covenant later fails. B.2

One defined Restricted Period keeps every duration auditable against the reasonableness analysis. In Ohio it also frames the tolling question covered later in this checklist — a court asked to keep the covenant alive through litigation needs a clearly bounded period to extend, not a scatter of inconsistent clocks.

Tie the geography to the employer's actual market, not its ambitions. Ohio courts weigh territory as part of the no-greater-than-required prong, and a territory wider than the interest it protects invites a court to narrow the covenant — or, if the overreach is bad enough, to leave it unenforced. B.3

Bound the class to customers the worker actually served during a stated look-back window. Customer goodwill is one of the interests that can carry an Ohio restraint, but goodwill lives in real relationships — an entire-book-of-business definition stretches past the interest and weakens the covenant it feeds.

Keep the no-poach class to colleagues the departing worker actually worked with or supervised during the look-back window. A workforce-wide definition turns a modest restraint into something a court will weigh much more skeptically under the hardship and public-injury prongs.

Name the interests concretely — confidential information, trade secrets, customer goodwill — because the whole Ohio analysis runs through them. A covenant is sized against the interest it protects; a recital that never identifies the interest leaves the court to guess, and a court that finds only ordinary competition behind the restraint will not sustain it. B.1

Describe the genuinely competing activity in concrete terms. A definition that expands to anything the employer might someday do reads as suppressing ordinary competition — exactly the purpose the Ohio factors treat as illegitimate — and forces the covenant to survive on a court's willingness to shrink it.

Where ownership or investment in competitors is restricted, look for a passive-holdings carve-out below a stated threshold. A clause that technically forbids index funds and ordinary public shares adds hardship on the worker without adding protection for the employer — gratuitous weight on the prong of the Ohio test the employer least wants stressed.

A drafting convenience, not a requirement — plenty of agreements inline the carve-out language instead. If the capitalized term appears, confirm its percentage matches the operative carve-out it supports.

Pin the term down — does it cover only initiating contact, or also accepting business that walks in the door? The narrower the defined conduct, the lighter the restraint weighs in the holistic analysis, and the less a later court has to interpret away.

Verify the trigger treats resignation, dismissal, and expiration of a fixed term consistently. The restricted period — and any extension of it during a dispute — runs from this event, so ambiguity here propagates into every downstream clock.

The consideration story is straightforward in Ohio: continuing an at-will relationship the employer could lawfully have ended without cause is itself sufficient consideration for a covenant an existing employee signs, so a mid-employment covenant needs no separate payment or promotion. The recital should still capture the timing and what moved — and remember that consideration settles formation only, not reasonableness; an overbroad covenant fails the three-prong test no matter how well it was supported. C.1C.2

No Ohio rule demands it, but the acknowledgement is cheap evidence on the hardship prong: a worker who had a real opportunity to take the covenant to counsel is harder cast as the victim of an oppressive restraint signed under pressure.

Trade-secret protection should last as long as secrecy does — that is how both the federal definition and Ohio's statutory definition frame the right. A fixed expiry on trade-secret obligations gives away protection the law would otherwise supply indefinitely. D.1D.2

Give ordinary confidential information its own finite term. The two-track structure keeps the perpetual obligation where the trade-secret statutes actually support it, and a bounded term for everything else sits far more comfortably with a reasonableness court than a perpetual lid on non-secret information.

Federal law, fully applicable to Ohio agreements: omit the immunity notice and the employer forfeits exemplary damages and attorney fees in a later trade-secret suit against the worker. For an employer whose strongest Ohio remedy is often the trade-secret claim rather than the covenant itself, that is a costly omission. E.1

Confidentiality and non-disparagement language has to leave wages, hours, and working conditions discussable. Federal labor law protects that speech regardless of the governing state, and the Board has been striking overbroad clauses in employee agreements. E.2E.3

Confirm the carve-out for disclosure required by law, court order, or a government investigation, with notice to the employer where lawful. Confidentiality obligations cannot block legally compelled disclosure, and a clause that pretends otherwise reads as overreach to the same court that will weigh the rest of the agreement.

Return-or-delete at separation, certified in writing. In Ohio the clause earns double duty: trade-secret status depends on efforts reasonable under the circumstances to maintain secrecy, and a documented return-and-certification routine is exactly the kind of effort that keeps the statutory protection alive. F.1

Optional, and as the lightest restraint in the family it carries the least weight on the hardship and public-injury prongs — it does not stop the departing worker from earning a living. Keep it inside the Covered Employees class and the Restricted Period, and remember it still answers to the same reasonableness rule as everything else here. G.1

Often the better instrument in Ohio than a full non-compete: it maps directly onto the customer-goodwill interest, restrains less, and a confidentiality-plus-non-solicit strategy backed by the trade-secret statute frequently protects the employer as well as a broad covenant would. Confirm it stays scoped to Covered Customers and the Restricted Period. G.1

Non-dealing bars serving covered customers even when they call first — a meaningfully heavier restraint than a non-solicit, and one that presses on the hardship prong because it removes business the worker did nothing to chase. Treat its inclusion as a deliberate risk decision and size it tightly to the goodwill it protects.

If a true non-compete appears, route it straight through the Ohio gates at the end of this checklist: the three-prong reasonableness test, the protectable-interest tether, and the duration-and-territory fit. The covenant is enforceable only to the extent it survives that analysis, and a court may trim it — or decline to. G.1

When the employer can name its real competitors, bind those instead of leaning on the open-ended Competitive Business definition. A named list is strong evidence the restraint is no greater than required — the first prong of the Ohio test — and it spares the employer from betting on a discretionary judicial trim. G.1

Rare and deliberate. Confirm the passive-holdings carve-out is intact and the clause shares the defined Restricted Period — an investment restraint with no carve-out and no end date is hardship without matching protection, and it drags the whole package down in a holistic analysis.

Standard to include with a stated term, but audit the carve-outs: truthful testimony, statements to government agencies, and protected workplace speech must sit outside the clause. Federal labor law polices overbroad versions in every state. H.1

A physician covenant is not an ordinary commercial restraint in Ohio: courts hold it unreasonable where it imposes undue hardship on the physician and injures the public because the physician's services are vital to the community and the demand for that expertise is critical. Draft the dedicated clause against that standard — narrow radius, short term, a genuine patient-access analysis — and note the moving target: a pending bill would cap certain nonprofit-hospital clinician restrictions at six months and a fifteen-mile radius, but it has not become law and nothing on this page assumes it. I.1I.2I.3

The worker's representation that no earlier agreement or order blocks the new role. It surfaces an inbound covenant before the first customer call instead of after it, and it protects the employer against a tortious-interference claim from the prior employer.

A genuine drafting choice. Notice provisions can support enforcement, but a warning letter built on a covenant that later fails the reasonableness analysis invites a tortious-interference response — so if the clause appears, condition any third-party notice on a restraint the employer is actually prepared to defend prong by prong.

Say expressly whether the clock pauses during a breach — and know that Ohio backs the employer here: appellate courts have held a covenant may not expire while its enforceability is being litigated, so the restricted period can effectively extend until the case resolves, even where the court first trimmed the period for reasonableness. That extension is equitable, not automatic, and any written extension-on-breach clause must stay a bounded, breach-tied restraint — an indefinite one risks being cut back like any other overbroad term. L.1L.2

Look for the acknowledgement that breach may cause irreparable harm and that an injunction is appropriate relief — and remember Ohio supplies a second injunction route that does not depend on the covenant at all: actual or threatened misappropriation of a trade secret may be enjoined under the statute. M.1

A commercial choice with a documented Ohio failure mode: when a covenant fails, a prevailing-party fee clause runs in both directions, and a federal court applying Ohio law has already made an employer pay the departing employee's fees and costs under the employer's own clause. Price that risk before keeping fee-shifting in an aggressive covenant. M.2

Keep the reformation and severability language — Ohio courts are empowered to modify an overbroad covenant and enforce it to the reasonable extent — but read it as permission, never as a plan. Modification sits in the trial court's discretion, and a court has refused to rewrite a covenant so overbroad that fixing it meant rebuilding the agreement. The safe posture is tiered, severable restraints sized to the protectable interest from the start, with judicial narrowing as the fallback rather than the design. N.1N.2

Per-covenant survival keeps each clock independently checkable — perpetual for trade secrets, finite elsewhere. Under a holistic reasonableness regime that discipline matters: a bundled survival clause is where an unexamined duration hides, and an unexamined duration is exactly what a reviewing court goes looking for.

Include express assignment and successor-and-assigns language even though Ohio fills part of the gap: after a statutory merger, the surviving company may enforce the absorbed company's covenants as if it had stepped into the original employer's shoes, with no assignment clause needed — provided the covenant is reasonable in its hands. That rule turns on the merger structure, so an asset purchase, or a covenant the parties meant to be personal to the original employer, still needs the express language to travel safely. P.1

Confirm the agreement specifies governing law, venue, and dispute process. When Ohio law governs, the dispute lands in the holistic reasonableness framework that runs through this entire checklist — so the clause should match where the worker actually lives and works, and the covenant should be drafted to survive that framework rather than to escape it.

Standard boilerplate that prevents oral modifications and confirms electronic execution. Worth a forward-looking glance in Ohio: a pending bill that would broadly prohibit employer non-competes is drafted to void only agreements entered into, modified, or extended on or after its effective date — it is not law, but if it ever passes, a routine amendment could be the act that pulls an old covenant into the new regime. Monitor, do not assume. R.1

Run every restraint in the agreement through the controlling Ohio rule: no greater than is required for the protection of the employer, no undue hardship on the employee, and not injurious to the public. There is no general statute and no fixed numbers — the court weighs the employer's interest, the burden on the worker, and the public effect together, covenant by covenant — so each covenant should be independently defensible on all three prongs rather than sheltering inside the package. S.1

The non-compete must not exist merely to suppress ordinary competition. The factor analysis asks whether this worker held confidential information or trade secrets and whether the covenant targets competition that would be unfair to the employer — a restraint untethered to a protectable interest will not stand. Demand that the covenant identify the confidential information, trade secrets, or customer goodwill it protects, in terms specific enough to measure the restraint against. S.2

Match the term and the radius to the employee's role and the employer's actual market — there is no statutory cap and no safe-harbor number, so a copied fixed term or radius proves nothing. The documented Ohio outcome for overshooting is a judicial trim down to what the legitimate interests actually need, and a trim is a discretionary repair, not an entitlement. S.3

Check that the agreement keeps a confidentiality and trade-secret strategy running alongside the covenants. Ohio's trade-secret statute defines protection by secrecy and reasonable efforts, and it allows an injunction against actual or threatened misappropriation with no covenant needed — which is why a tight confidentiality architecture often protects the employer better than the broadest restraint on this page. S.4S.5