# Non-Compete Agreement Review Checklist[^about] A clause-by-clause reviewer checklist for employee restrictive covenant agreements — confidentiality, non-solicits, non-competes, and non-disparagement. ## Parties and cover-term identification {#parties-and-cover-term-identification} - [ ] **Parties identified by name** (Recommended) — The employer and the employee should both be named on the face of the agreement — in the cover terms, not just the signature block. A covenant that names the wrong entity, such as a parent company instead of the operating subsidiary that actually employs the worker, invites an enforceability fight before the merits are ever reached. [#identify-parties] - [ ] **Effective date** (Recommended) — Look for a stated effective date. Every covenant clock in the agreement runs from a defined start, so a missing or ambiguous date makes each duration ambiguous along with it. [#identify-effective-date] - [ ] **Employee title** (Recommended) — The employee's title or position should be recorded when known. Some states key non-compete eligibility to worker category — Wyoming, for example, carves out executive and management personnel — and courts in such states look to actual job duties, so a recorded role is the starting evidence for that analysis. [^wyo-1-23-exec-staff][^fisher-actual-duties] [#identify-employee-title] - [ ] **Governing law state named** (Recommended) — Confirm the governing state is named. Restrictive-covenant rules differ sharply by state, and a sister-state court can refuse to apply the chosen law on public-policy grounds — New York has done exactly that with a Florida choice-of-law clause — so the selection deserves real attention, not boilerplate treatment. [^q12-brown-publicpolicy] [#identify-governing-law] ## Definitions {#definitions} - [ ] **Confidential information** (Recommended) — The rest of the agreement builds on what counts as confidential. Look for a definition with real boundaries — categories of protected material plus the standard exclusions for public or independently known information. [#define-confidential-information] - [ ] **Trade secrets** (Recommended) — Trade secrets should not be folded into the general confidentiality definition. Trade-secret protection lasts as long as secrecy does, while ordinary confidential information usually carries a stated end date — the duration analysis depends on keeping the two apart. [^dtsa-trade-secret-definition] [#define-trade-secrets] - [ ] **Restricted period** (Recommended) — Every covenant’s duration should point back to a single defined Restricted Period, so you check the timing once instead of re-deriving it clause by clause. [#define-restricted-period] - [ ] **Restricted territory** (Recommended) — Look for a defined geographic scope tied to where the employee actually worked or where the employer actually competes. Courts in most states test a non-compete's duration and geography for reasonableness — Wyoming's five-element common-law test is a representative formulation — and an undefined territory is the classic mark of overbreadth. [^malave-reasonableness-baseline] [#define-restricted-territory] - [ ] **Covered customers** (Recommended) — The protected customer class should be bounded by actual relationship — typically customers, vendors, and referral sources the employee had material contact with during a stated look-back window, not the employer's entire book of business. Courts protect genuine relationships, including referral sources in the right circumstances; a class untethered from contact reads as a restraint on competition itself. [^q2-white-referral] [#define-covered-customers] - [ ] **Covered employees** (Recommended) — Check for a bounded class — typically colleagues the departing employee worked with or managed during a stated look-back window. A no-poach clause covering every employee of the company sweeps in people the departing worker could not meaningfully influence. [#define-covered-employees] - [ ] **Protected business interests** (Recommended) — The agreement should say which legitimate business interests the covenants protect — confidential information, customer relationships, workforce stability, goodwill. Several states put the burden of pleading and proving those interests on the enforcing employer in statutory text, so this definition is the substantive anchor for every covenant that follows, not throat-clearing. [^q2-542335-lbi-list] [#define-protected-interests] - [ ] **Competitive business** (Recommended) — A non-compete is only as workable as its definition of what counts as competing. Look for a description of the actual business activities restrained, rather than a definition that expands to anything the employer might someday do. [#define-competitive-business] - [ ] **Small public-stock carve-out** (Recommended) — Where a covenant restricts owning or investing in competitors, look for a passive-ownership carve-out below a stated threshold — commonly one to five percent of a public company's shares, plus diversified funds. Without it, the covenant technically bans holding index funds and ordinary public stock across the industry, which is the kind of overbreadth that gets covenants struck. [#permit-de-minimis-passive-public-investment-carveout] - [ ] **Passive public holdings** (Optional) — A separate defined term for passive holdings is a drafting convenience, not a legal requirement — many agreements simply inline the carve-out language. If the capitalized term appears, confirm its threshold matches the carve-out it supports. [#define-passive-public-holdings] - [ ] **What counts as soliciting** (Recommended) — The definition should say what conduct counts — active outreach, and whether merely accepting unsolicited business is included. Enforcement disputes often turn on who initiated contact; courts have declined to enforce non-solicits where the clients made the first move, so an undefined term converts every departure into a fact fight. [^q8-carter-nonsolicit] [#define-solicit] - [ ] **Termination of employment** (Recommended) — Check what event starts the restriction clock, and whether it covers resignation, termination by the employer, and expiration of a fixed term alike. The cleanest formulations key the Restricted Period to the employment ending for any reason, so the trigger never depends on who ended the relationship or why. [#define-termination-of-employment] ## Timing and execution acknowledgements {#timing-and-execution-acknowledgements} - [ ] **When the agreement was signed** (Recommended) — Look for an acknowledgement of when the agreement was signed relative to the start of employment, and of the consideration supporting it. States split on whether continued employment alone supports a post-hire covenant — some require separate, contemporaneous consideration while others accept the job itself — so the acknowledgement preserves the facts an enforcing party will later need. [^brown-separate-consideration][^q9-omi-consideration] [#acknowledge-timing] - [ ] **Chance to consult a lawyer** (Recommended) — An acknowledgement that the employee had the opportunity to consult a lawyer is inexpensive enforceability evidence in states that scrutinize procedural fairness. A few jurisdictions go further and make written counsel-advisal a statutory condition of enhanced enforcement, so its absence is worth flagging even in a neutral draft. [^q6-545-counsel] [#acknowledge-opportunity-to-consult-counsel] ## Confidentiality and trade-secret treatment {#confidentiality-and-trade-secret-treatment} - [ ] **Trade-secret protection without an end date** (Required) — Confirm the trade-secret obligation runs for as long as the information remains a trade secret, with no fixed end date. Federal and state trade-secret law defines protection by secrecy itself, so a covenant that cuts trade-secret confidentiality off at a fixed term gives away statutory protection for nothing. [^dtsa-trade-secret-secrecy] [#treat-trade-secret-protection-as-perpetual] - [ ] **Confidentiality end date** (Recommended) — Ordinary confidential information should carry its own finite term, separate from the perpetual trade-secret obligation. Courts are skeptical of perpetual restraints on information that never qualified as a trade secret, and the two-track duration structure is the standard cure. [#state-confidentiality-duration] ## Permitted disclosures and protected conduct {#permitted-disclosures-and-protected-conduct} - [ ] **DTSA whistleblower notice** (Required) — Federal trade-secret law requires this notice. An employer that omits it forfeits exemplary damages and attorney fees in a later misappropriation suit against the employee — a silent, purely self-inflicted loss. [^dtsa-immunity-notice] [#disclose-dtsa-notice] - [ ] **Wage-discussion carve-out** (Required) — Confidentiality and non-disparagement language must leave room for employees to discuss wages, hours, and working conditions. Federal labor law protects that speech in every state, and the Board has recently been striking overbroad clauses. [^nlra-section-7-rights][^mclaren-macomb-protected-activity] [#carve-out-nlra-protected-discussion] - [ ] **Court-ordered disclosure allowed** (Recommended) — Look for a carve-out permitting disclosure required by law, court order, or a government investigation, ideally with notice to the employer where lawful. A confidentiality clause cannot override a subpoena, and the carve-out keeps the employee from being contractually trapped between competing obligations. [#permit-compelled-disclosure] ## Property return and certification {#property-return-and-certification} - [ ] **Property return and sign-off** (Recommended) — The agreement should require return or deletion of company materials at termination and a written certification of compliance. The certification converts a vague obligation into a checkable event — and a useful exhibit if a misappropriation dispute follows. [#require-property-return-and-certification] ## Restrictive covenants (each independently includable) {#restrictive-covenants-each-independently-includable} - [ ] **Employee non-solicit** (Optional) — An optional covenant, and the least-litigated one in the family. When included it should track the defined Covered Employees class and the Restricted Period — courts widely enforce no-poach clauses scoped to actual working relationships, though an overlong term can still be trimmed. [^q8-balasco-nohire][^brownstein-nonsolicits-unaffected] [#permit-employee-nonsolicit] - [ ] **Customer non-solicit** (Optional) — When included, confirm the covenant reaches only Covered Customers for the stated Restricted Period. Even a valid clause can fail at enforcement when the customer made the first move, which is why this covenant and the Solicit definition have to be read together. [^carter-customer-nonsolicit-limits] [#permit-customer-nonsolicit] - [ ] **Non-dealing covenant** (Optional) — Non-dealing goes further than non-solicitation: it bars doing business with covered customers even when they initiate the contact. Because it functions closer to a non-compete, some states may classify and test it as one — treat its inclusion as a deliberate, jurisdiction-checked choice rather than boilerplate. [^fisher-classification-question] [#permit-non-dealing] - [ ] **Non-compete covenant** (Optional) — A non-compete should be the exception rather than the default, and when present it must be bounded — defined territory, defined competitive business, defined period. State treatment ranges from enforceable-when-reasonable to void outside narrow statutory pathways, so the governing state decides how much of this clause survives. [^q1-542335-intro][^wyo-1-23-voids-labor-noncompetes] [#permit-non-compete] - [ ] **Named-competitor narrowing** (Recommended) — When the employer can name its real competitors, the covenant should restrict those rather than lean on the broader Competitive Business definition. The narrowing instinct is illustrated by states whose courts refuse to trim an overbroad covenant after the fact and simply void it — there, a restraint drafted to actual need is the only one that survives. [^hassler-draft-narrow] [#narrow-non-compete-by-specified-competitors-when-provided] - [ ] **Non-investment covenant** (Optional) — A genuine choice, not a default. When it appears, confirm it keeps the passive public-stock carve-out and runs on the same defined Restricted Period as the other covenants — without the carve-out it bans owning ordinary index-fund-style holdings. [#permit-non-investment] ## Non-disparagement {#non-disparagement} - [ ] **Non-disparagement** (Recommended) — A non-disparagement clause with a stated duration is standard, but check the carve-outs: truthful testimony, statements to government agencies, and other legally protected speech must stay outside its reach. Labor regulators have struck broad versions that chill employees' protected discussion of working conditions, so the carve-outs are what keep the clause enforceable. [^mclaren-macomb-nondisparagement] [#require-non-disparagement] ## Physician-specific notices and carve-outs {#physician-specific-notices-and-carve-outs} - [ ] **Physician rights and notices** (Recommended) — Even a general-purpose form should say how it treats physicians, because a growing list of states voids or restricts physician non-competes by statute. A dedicated clause makes the treatment explicit and reviewable instead of leaving it to inference from the general covenants. **Florida — Prohibited (MUST NOT).** Florida voids a specialist physician's restrictive covenant in any county where one entity employs or contracts with all the physicians practicing that specialty, and keeps it void for three years after a second entity enters — the agreement must not impose a non-compete where that condition is or may be present. [^q7-542336-trigger] **Wyoming — Prohibited (MUST NOT).** Wyoming voids non-compete provisions in employment, partnership, or corporate agreements between physicians that restrict the right to practice medicine, and separately preserves a departing physician's ability to tell rare-disorder patients where the new practice is. [^wyo-1-23-physician-bc] [#address-physician-specific-rights] ## No conflicting obligations {#no-conflicting-obligations} - [ ] **No conflicting obligations** (Recommended) — Look for the employee's representation that no prior agreement or court order blocks performance. It surfaces a previous employer's covenant before day one and gives the new employer a defense against tortious-interference claims. [#require-no-conflicting-obligations-representation] ## Notice to future employers and other third parties {#notice-to-future-employers-and-other-third-parties} - [ ] **Notice to future employers** (Optional) — Whether the employer may tell a future employer about the covenants is a genuine drafting choice, not a default. Notice provisions support enforcement, but exercising them carelessly can itself create tortious-interference exposure — if the clause appears, check that disclosure is conditioned on a reasonable belief of breach. [#address-notice-to-future-employers] ## Tolling during breach {#tolling-during-breach} - [ ] **Restriction extended during a breach** (Recommended) — The agreement should say whether the Restricted Period pauses while the employee is in breach. If it stays silent, a determined breacher can simply run out the clock. [^q10-542335-injunction] [#address-tolling-during-breach] ## Remedies {#remedies} - [ ] **Injunction availability** (Recommended) — Look for the employee's acknowledgement that breach may cause irreparable harm and that injunctive relief is an appropriate remedy. Courts can find irreparable harm without it — some statutes even presume it — but the recital supports the showing an enforcing employer must make at the preliminary-injunction stage. [^q11-542335-injunction] [#require-injunctive-relief-availability] - [ ] **Attorney fees and costs** (Optional) — Fee-shifting is a commercial choice, not a legal default: if the agreement is silent, the American Rule generally leaves each side paying its own way. Note that some states let courts award fees to the prevailing party in covenant cases even without a contractual provision, so check how the clause interacts with the governing statute. [^q11-542335-fees] [#address-attorneys-fees-and-costs] ## Severability and reformation {#severability-and-reformation} - [ ] **Court narrowing** (Recommended) — The base position asks the court to trim an overbroad covenant down to an enforceable scope rather than void it. This is the most state-sensitive line in the agreement — confirm the governing state before approving the severability clause. [^reformation-188-rule] **Florida — Required (MUST).** Narrowing is statutorily mandatory — the court shall modify an overbroad restraint — and the agreement must not disclaim or contract around it. [^q4-542335-modify] **Wyoming — Prohibited (MUST NOT).** The clause must not invite a court to narrow an overbroad covenant. Wyoming courts will not redraft a non-compete; an overbroad covenant is entirely void, so it has to be drafted within the enforceable scope from the start. [^hassler-no-blue-pencil] [#permit-blue-pencil-by-default] ## Survival {#survival} - [ ] **Survival after the agreement ends** (Recommended) — Each covenant should state its own survival and expiration rather than relying on one bundled survival clause. The covenants run on different clocks — perpetual for trade secrets, fixed terms elsewhere — and per-covenant treatment keeps each duration independently auditable. [#address-survival-per-covenant] ## Assignment and successors {#assignment-and-successors} - [ ] **Assignment and successors** (Recommended) — Check whether the employer can assign the covenants to a successor or acquirer — and confirm the employee cannot assign at all. Restrictive covenants are a recurring casualty of M&A diligence, and silence on assignability invites a dispute over whether the buyer can enforce them. [#address-assignment-and-successors] ## Governing law, venue, dispute process {#governing-law-venue-dispute-process} - [ ] **Governing law and venue** (Recommended) — Governing law, venue, and the dispute process should be stated together so all three point the same direction. Remember the limits: some state statutes apply to local workers regardless of any choice-of-law clause, so the selection manages jurisdictional risk rather than eliminating it. [^q12-545-applicability] [#specify-governing-law-and-venue] ## Entire agreement, amendment, waiver, e-signatures {#entire-agreement-amendment-waiver-e-signatures} - [ ] **Entire agreement, amendments, e-signatures** (Recommended) — Standard boilerplate, but check it is actually there: an entire-agreement clause, written-amendment and no-waiver mechanics, and confirmation that electronic signatures and counterparts are valid. These provisions shut down later claims of oral side deals or waiver by inaction. [#address-entire-agreement-amendment-waiver-and-e-signatures] ## Rendering of optional / omitted covenants {#rendering-of-optional-omitted-covenants} - [ ] **Omitted covenants marked as intentional** (Recommended) — When an optional covenant is left out, the rendered agreement should show an intentionally-omitted marker in its place rather than renumbering the sections. Preserved structure keeps cross-references intact and makes the omission visible to the next reviewer instead of letting it disappear silently. [#render-omitted-covenants-with-intentionally-omitted-marker] [^about]: By Steven Obiajulu, J.D. Published by [openagreements.org](https://openagreements.org) · Maintained by [UseJunior](https://usejunior.com). Last reviewed 2026-06-11. License: CC BY 4.0. Steven Obiajulu, J.D. edits this topic article. It synthesizes legal sources and is not legal advice. This article is for informational purposes only and does not create an attorney-client relationship. [^wyo-1-23-exec-staff]: **Wyo. Stat. § 1-23-108(a)(iv)** — "Executive and management personnel and officers and employees who constitute professional staff to executive and management personnel." *Wyo. Stat. § 1-23-108(a)(iv) (2025).* [^fisher-actual-duties]: **Fisher Phillips commentary** — "This analysis should focus on actual job responsibilities – not just job titles." *Fisher Phillips, New Law Voids Most Wyoming Non-Compete Agreements (2025).* [^q12-brown-publicpolicy]: **Brown & Brown, Inc. v. Johnson** — "On this appeal, we hold that applying Florida law on restrictive covenants related to the non-solicitation of customers by a former employee would violate the public policy of this state." *Brown & Brown, Inc. v. Johnson, 25 N.Y.3d 364 (2015).* [^dtsa-trade-secret-definition]: **Defend Trade Secrets Act — definition of a trade secret, 18 U.S.C. § 1839** — "the information derives independent economic value, actual or potential, from not being generally known to, and not being readily ascertainable through proper means by, another person who can obtain economic value from the disclosure or use of the information" *18 U.S.C. § 1839(3)(B) (2018).* [^malave-reasonableness-baseline]: **Malave v. Western Wyoming Beverages, Inc.** — "A valid and enforceable covenant not to compete requires a showing that the covenant is: (1) in writing; (2) part of a contract of employment; (3) based on reasonable consideration; (4) reasonable in durational and geographical limitations; and (5) not against public policy." *Malave v. Western Wyoming Beverages, Inc., 2022 WY 14, 503 P.3d 36.* [^q2-white-referral]: **White v. Mederi Caretenders Visiting Servs. of Se. Fla., LLC** — "In light of the foregoing, we conclude that home health service referral sources may be a protected legitimate business interest within the meaning of section 542.335, depending upon the context and proof adduced." *White v. Mederi Caretenders Visiting Servs. of Se. Fla., LLC, 226 So. 3d 774 (Fla. 2017).* [^q2-542335-lbi-list]: **Fla. Stat. § 542.335** — "The person seeking enforcement of a restrictive covenant shall plead and prove the existence of one or more legitimate business interests justifying the restrictive covenant." *Fla. Stat. § 542.335(1)(b) (2025).* [^q8-carter-nonsolicit]: **Environmental Services, Inc. v. Carter** — "While the court ruled that the non-solicitation covenant was valid, it refused to enforce that covenant, finding that ESI’s clients sought out Carter and Hannon without any solicitation from them." *Env't Servs., Inc. v. Carter, 9 So. 3d 1258 (Fla. 5th DCA 2009).* [^brown-separate-consideration]: **Brown v. Best Home Health & Hospice, LLC** — "when an employer requests an existing employee sign a non-compete agreement, the employer must provide ‘separate contemporaneous consideration’ for the new promise" *Brown v. Best Home Health & Hospice, LLC, 2021 WY 83, 491 P.3d 1021.* [^q9-omi-consideration]: **Open Magnetic Imaging, Inc. v. Nieves-Garcia** — "In fact, we have located no Florida decision to date which has declined to enforce a non-compete agreement by virtue of the fact that an employee has been required to execute it after employment has commenced." *Open Magnetic Imaging, Inc. v. Nieves-Garcia, 826 So. 2d 415 (Fla. 3d DCA 2002).* [^q6-545-counsel]: **Fla. Stat. § 542.45** — "A covered employee was advised, in writing, of the right to seek counsel before execution of the covered noncompete agreement and was provided notice as described in subsection (3)" *Fla. Stat. § 542.45(2)(a) (2025).* [^dtsa-trade-secret-secrecy]: **Defend Trade Secrets Act — definition of a trade secret, 18 U.S.C. § 1839** — "the information derives independent economic value, actual or potential, from not being generally known to, and not being readily ascertainable through proper means by, another person who can obtain economic value from the disclosure or use of the information" *18 U.S.C. § 1839(3)(B) (2018).* [^dtsa-immunity-notice]: **Defend Trade Secrets Act — employer immunity-notice requirement, 18 U.S.C. § 1833(b)** — "An employer shall provide notice of the immunity set forth in this subsection in any contract or agreement with an employee that governs the use of a trade secret or other confidential information." *18 U.S.C. § 1833(b)(3)(A) (2018).* [^nlra-section-7-rights]: **NLRA Section 7 — protected concerted activity, 29 U.S.C. § 157** — "Employees shall have the right to self-organization, to form, join, or assist labor organizations, to bargain collectively through representatives of their own choosing, and to engage in other concerted activities for the purpose of collective bargaining or other mutual aid or protection" *29 U.S.C. § 157 (NLRA § 7).* [^mclaren-macomb-protected-activity]: **NLRB news release on McLaren Macomb, 372 NLRB No. 58 (2023)** — "simply offering employees a severance agreement that requires them to broadly give up their rights under Section 7 of the Act violates Section 8(a)(1) of the Act." *McLaren Macomb, 372 NLRB No. 58 (2023); NLRB Office of Public Affairs, Board Rules That Employers May Not Offer Severance Agreements Requiring Employees to Broadly Waive Labor Law Rights (Feb. 21, 2023).* [^q8-balasco-nohire]: **Balasco v. Gulf Auto Holding, Inc.** — "We agree that the agreement is enforceable but remand to shorten the period of restraint to no more than two years." *Balasco v. Gulf Auto Holding, Inc., 707 So. 2d 858 (Fla. 2d DCA 1998).* [^brownstein-nonsolicits-unaffected]: **Brownstein Hyatt Farber Schreck commentary** — "However, non-solicitation, non-recruitment and confidentiality restrictions remain unaffected." *Brownstein Hyatt Farber Schreck, Wyoming Adopts Statutory Limits for Noncompetes (2025).* [^carter-customer-nonsolicit-limits]: **Environmental Services, Inc. v. Carter** — "While the court ruled that the non-solicitation covenant was valid, it refused to enforce that covenant, finding that ESI’s clients sought out Carter and Hannon without any solicitation from them." *Env't Servs., Inc. v. Carter, 9 So. 3d 1258 (Fla. 5th DCA 2009).* [^fisher-classification-question]: **Fisher Phillips commentary** — "What is not clear, however, is whether other common forms of restrictive covenants will likewise be interpreted to constitute ‘covenants not to compete.’" *Fisher Phillips, New Law Voids Most Wyoming Non-Compete Agreements (2025).* [^q1-542335-intro]: **Fla. Stat. § 542.335** — "enforcement of contracts that restrict or prohibit competition during or after the term of restrictive covenants, so long as such contracts are reasonable in time, area, and line of business, is not prohibited." *Fla. Stat. § 542.335(1) (2025).* [^wyo-1-23-voids-labor-noncompetes]: **Wyo. Stat. § 1-23-108(a)** — "Any covenant not to compete that restricts the right of any person to receive compensation for performance of skilled or unskilled labor shall be void." *Wyo. Stat. § 1-23-108(a) (2025) (SF 107, Enrolled Act No. 87).* [^hassler-draft-narrow]: **Hassler v. Circle C Resources** — "By rejecting the liberal blue pencil rule, we encourage employers to incorporate only reasonable trade restraints into their employment contracts" *Hassler v. Circle C Resources, 2022 WY 28, 505 P.3d 169.* [^mclaren-macomb-nondisparagement]: **NLRB news release on McLaren Macomb, 372 NLRB No. 58 (2023)** — "simply offering employees a severance agreement that requires them to broadly give up their rights under Section 7 of the Act violates Section 8(a)(1) of the Act." *McLaren Macomb, 372 NLRB No. 58 (2023); NLRB Office of Public Affairs, Board Rules That Employers May Not Offer Severance Agreements Requiring Employees to Broadly Waive Labor Law Rights (Feb. 21, 2023).* [^q7-542336-trigger]: **Fla. Stat. § 542.336** — "A restrictive covenant entered into with a physician who is licensed under chapter 458 or chapter 459 and who practices a medical specialty in a county wherein one entity employs or contracts with, either directly or through related or affiliated entities, all physicians who practice such specialty in that county is not supported by a legitimate business interest." *Fla. Stat. § 542.336 (2025).* [^wyo-1-23-physician-bc]: **Wyo. Stat. § 1-23-108(b)–(c)** — "Any covenant not to compete provision of an employment, partnership or corporate agreement between physicians that restricts the right of a physician to practice medicine ... is void" *Wyo. Stat. § 1-23-108(b)–(c) (2025).* [^q10-542335-injunction]: **Fla. Stat. § 542.335** — "The violation of an enforceable restrictive covenant creates a presumption of irreparable injury to the person seeking enforcement of a restrictive covenant." *Fla. Stat. § 542.335(1)(j) (2025).* [^q11-542335-injunction]: **Fla. Stat. § 542.335** — "The violation of an enforceable restrictive covenant creates a presumption of irreparable injury to the person seeking enforcement of a restrictive covenant." *Fla. Stat. § 542.335(1)(j) (2025).* [^q11-542335-fees]: **Fla. Stat. § 542.335** — "a court may award attorney’s fees and costs to the prevailing party in any action seeking enforcement of, or challenging the enforceability of, a restrictive covenant." *Fla. Stat. § 542.335(1)(k) (2025).* [^reformation-188-rule]: **Restatement (Second) of Contracts § 188 (as quoted in August Healthcare Group, LLC v. Manglona)** — "A promise to refrain from competition that imposes a restraint that is ancillary to an otherwise valid transaction or relationship is unreasonably in restraint of trade if (a) the restraint is greater than is needed to protect the promisee's legitimate interest, or (b) the promisee's need is outweighed by the hardship to the promisor and the likely injury to the public." *Restatement (Second) of Contracts § 188 (Am. L. Inst. 1981), quoted in August Healthcare Grp., LLC v. Manglona, No. 1:12-cv-00008, 2012 WL 12926085 (D. N. Mar. I. Oct. 12, 2012).* [^q4-542335-modify]: **Fla. Stat. § 542.335** — "If a contractually specified restraint is overbroad, overlong, or otherwise not reasonably necessary to protect the legitimate business interest or interests, a court shall modify the restraint and grant only the relief reasonably necessary to protect such interest or interests." *Fla. Stat. § 542.335(1)(c) (2025).* [^hassler-no-blue-pencil]: **Hassler v. Circle C Resources** — "Wyoming courts will no longer exceed the scope of their traditional authority in contract interpretation by redrafting noncompete agreements to bring them within the bounds of reason." *Hassler v. Circle C Resources, 2022 WY 28, 505 P.3d 169.* [^q12-545-applicability]: **Fla. Stat. § 542.45** — "A covered noncompete agreement with a covered employee who maintains a primary place of work in this state, regardless of any applicable choice of law provisions" *Fla. Stat. § 542.45(1)(a) (2025).*