# Non-Compete Agreement Review Checklist — Wisconsin[^about] A clause-by-clause reviewer checklist for Wisconsin employee restrictive covenant agreements — confidentiality, non-solicits, non-competes, and non-disparagement under Wis. Stat. § 103.465, where an overbroad term voids the covenant in full and no court will narrow it. ## Parties and cover-term identification {#parties-and-cover-term-identification} Review every item below the way a Wisconsin court would: Wis. Stat. § 103.465 enforces a covenant only when its restrictions are reasonably necessary to protect the employer, and a covenant that reaches too far on any single point is void in full — there is no judicial trimming to fall back on. For the question-by-question legal analysis behind these items, see the [Wisconsin non-compete practice note](/legal/non-compete/wisconsin). - [ ] **Parties identified by name** (Recommended) — Confirm who the covenant runs to. The statute governs a covenant by an assistant, servant or agent in favor of the employer or principal, so the named employer should be the entity the worker actually serves — a covenant held by some other entity invites a threshold fight over which legal framework even applies. [^wi-103465-scope] [#identify-parties] - [ ] **Effective date** (Recommended) — The signing and effective dates anchor every later clock: the restricted period has to be a definite, knowable stretch of time, and the consideration analysis for a covenant signed mid-employment turns on what moved when. An undated covenant starts the review with two open questions. [#identify-effective-date] - [ ] **Employee title** (Recommended) — Title and duties are the first evidence on the first factor: the employer must have a protectable interest justifying a restraint on this particular worker. A form covenant pinned to a role with no access to secrets or customer relationships starts the reasonableness test already behind. [^wi-star-five-factor-cover] [#identify-employee-title] - [ ] **Governing law state named** (Recommended) — Check that a governing state is named — and treat an out-of-state choice covering Wisconsin work as a warning sign rather than a fix, because Wisconsin courts have refused to enforce a choice-of-law clause that conflicts with the state's policy controlling covenants not to compete. [^wi-beilfuss-cover] [#identify-governing-law] ## Definitions {#definitions} - [ ] **Confidential information** (Recommended) — Read the definition the way a motion to dismiss would: a confidentiality covenant that sweeps in ordinary, non-secret business information is itself a restraint subject to § 103.465 and can be held unenforceable before any evidence is heard. Scope it to material that is genuinely secret or competitively sensitive. [^wi-diamond-nda-def] [#define-confidential-information] - [ ] **Trade secrets** (Recommended) — Track the statutory definition: information with independent economic value from not being generally known, kept secret by reasonable efforts. A definition that mirrors Wis. Stat. § 134.90 anchors the employer's most durable protection — one that does not depend on any covenant surviving the reasonableness test. [^wi-wutsa-def] [#define-trade-secrets] - [ ] **Restricted period** (Recommended) — The period must read as a fixed and definite stretch of time. A definition that lets the duration float on events the employee cannot predict — breach, litigation, renewals — reproduces the exact indefiniteness that voided the covenant in the leading extension case. [^wi-hrblock-definite-def] [#define-restricted-period] - [ ] **Restricted territory** (Recommended) — A reasonable territorial limit is one of the five prerequisites, so the geography needs a defensible tie to where the worker actually operated or where the protected interest lives. An everywhere-the-company-does-business territory is a bet the court will not take — and there is no partial credit, because an unreasonable restraint is void even as to the part that would have been reasonable. [^wi-star-five-factor-def][^wi-103465-void-def] [#define-restricted-territory] - [ ] **Covered customers** (Recommended) — Bound the class to customers the worker actually served or learned protected information about during a stated look-back window. The covenant is measured as written, not as the employer would enforce it in practice, so a book-of-business definition reaching strangers to the worker puts every customer restriction at risk at once. [^wi-103465-void-def] [#define-covered-customers] - [ ] **Covered employees** (Recommended) — Keep the no-poach class to colleagues the departing worker actually worked with or supervised. The state supreme court struck a clause covering every company employee as overbroad on its face, and an overbroad class does not shrink to a lawful one here. [^wi-lanning-overbroad-def] [#define-covered-employees] - [ ] **Protected business interests** (Recommended) — Name the specific interests each covenant protects — the customer relationships this worker controlled, the genuine trade secrets this role touched. The first prerequisite demands a protectable interest justifying the restriction imposed on the employee, and this definition is where that justification either shows up or does not. [^wi-star-five-factor-def] [#define-protected-interests] - [ ] **Competitive business** (Recommended) — Describe the competing activity concretely. A definition that swells to anything the employer might someday do reads as a restraint on working rather than a shield for a protectable interest, and no Wisconsin court will cut it down to size for the drafter. [#define-competitive-business] - [ ] **Small public-stock carve-out** (Recommended) — Where the agreement restricts owning or investing in competitors, look for a passive-holdings carve-out below a stated percentage. A clause that technically forbids holding ordinary public shares restricts the worker far beyond any protectable interest and feeds the harsh-or-oppressive factor of the reasonableness test. [^wi-star-five-factor-def] [#permit-de-minimis-passive-public-investment-carveout] - [ ] **Passive public holdings** (Optional) — Optional drafting mechanics — many agreements inline the carve-out language without a capitalized term. If the term appears, confirm its percentage matches the operative carve-out it supports. [#define-passive-public-holdings] - [ ] **What counts as soliciting** (Recommended) — Pin the verb to initiating contact. A definition that also captures passively receiving an inquiry widens the restraint that the reasonableness factors measure, and breadth added here is breadth the covenant must justify everywhere else. [#define-solicit] - [ ] **Termination of employment** (Recommended) — Verify the trigger treats resignation, dismissal, and the end of a fixed term the same way. The restricted period and every survival clock run from this event; ambiguity about who ended the relationship becomes ambiguity about when the restraint expires. [#define-termination-of-employment] ## Timing and execution acknowledgements {#timing-and-execution-acknowledgements} - [ ] **When the agreement was signed** (Recommended) — For a covenant signed mid-employment, Wisconsin accepts the employer's forbearance from firing an at-will employee as lawful consideration — but the holding assumes the forbearance is genuine, and a sign-then-fire sequence invites a bad-faith fight. The acknowledgement should record when the covenant was signed and what the worker received; pairing the signature with tangible new value remains the safer course. [^wi-runzheimer-consideration] [#acknowledge-timing] - [ ] **Chance to consult a lawyer** (Recommended) — Worth keeping even though no Wisconsin statute requires it. The worker's leverage at signing is limited — an at-will employee fired for refusing to sign has no wrongful-discharge claim — so a documented chance to take advice is useful evidence that the covenant was not harsh or oppressive in how it was obtained. [^wi-tatge-refusal] [#acknowledge-opportunity-to-consult-counsel] ## Confidentiality and trade-secret treatment {#confidentiality-and-trade-secret-treatment} - [ ] **Trade-secret protection without an end date** (Required) — Trade-secret obligations should run as long as secrecy does — that is how the federal definition works, and Wisconsin's own trade-secret act keys protection to continued secrecy in the same way. A fixed expiry on trade-secret protection gives away the one obligation that never needed a covenant to survive. [^dtsa-trade-secret-definition] [#treat-trade-secret-protection-as-perpetual] - [ ] **Confidentiality end date** (Recommended) — Give ordinary confidential information its own finite term. A perpetual lid on non-secret information is precisely the breadth that converts a confidentiality clause into a restraint judged under § 103.465 — and one such covenant was held unenforceable at the pleadings stage. [^wi-diamond-nda-duration] [#state-confidentiality-duration] ## Permitted disclosures and protected conduct {#permitted-disclosures-and-protected-conduct} - [ ] **DTSA whistleblower notice** (Required) — Federal and non-negotiable: omit the immunity notice and the employer forfeits exemplary damages and attorney fees in a later trade-secret action against the worker. For employers that Wisconsin's covenant rules push toward trade-secret protection, those remedies carry real weight. [^dtsa-immunity-notice] [#disclose-dtsa-notice] - [ ] **Wage-discussion carve-out** (Required) — 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. [^nlra-section-7-rights][^mclaren-macomb-protected-activity] [#carve-out-nlra-protected-discussion] - [ ] **Court-ordered disclosure allowed** (Recommended) — Confirm the carve-out for disclosure required by law, court order, or a government investigation, with notice to the employer where lawful. A clause purporting to forbid compelled disclosure is unenforceable on that point and adds overbreadth a Wisconsin covenant cannot afford to carry. [#permit-compelled-disclosure] ## Property return and certification {#property-return-and-certification} - [ ] **Property return and sign-off** (Recommended) — Return-or-delete at separation, certified in writing. Wisconsin's trade-secret act protects only information kept secret by efforts that are reasonable under the circumstances, and a clean exit procedure with a signed certification is some of the best evidence those efforts were real. [^wi-wutsa-efforts] [#require-property-return-and-certification] ## Restrictive covenants (each independently includable) {#restrictive-covenants-each-independently-includable} - [ ] **Employee non-solicit** (Optional) — Optional — and not a soft target here: the state supreme court holds that an employee non-solicitation provision is a restraint of trade governed by § 103.465, so the clause faces the same reasonableness test and the same all-or-nothing consequence as a non-compete. Keep it confined to the Covered Employees class and a definite period, then route it through the Wisconsin gates at the end of this checklist. [^wi-lanning-governed-cov] [#permit-employee-nonsolicit] - [ ] **Customer non-solicit** (Optional) — Optional, and judged under the statute like every other post-employment restraint: lawful only if its restrictions are reasonably necessary to protect the employer. Tailored to customers the worker actually served, it is usually the easiest covenant in the suite to defend; inflated to the whole customer base, it is void with no rescue available. [^wi-103465-only-if-cov] [#permit-customer-nonsolicit] - [ ] **Non-dealing covenant** (Optional) — Barring the worker from serving covered customers even when the customer makes the first call restrains accepting work, not just chasing it. That extra breadth weighs directly on the harsh-or-oppressive factor, so treat inclusion as a deliberate risk decision and insist on a tight customer class. [^wi-star-five-factor-cov] [#permit-non-dealing] - [ ] **Non-compete covenant** (Optional) — A Wisconsin non-compete is enforceable only when its restrictions are reasonably necessary to protect the employer, and a miss on any single factor voids it entirely. If the clause appears, review it as a package — interest, time, territory, hardship, public policy — and then confirm nothing inside it, like an extension clause or a catch-all definition, triggers the void rules elsewhere on this page. [^wi-103465-only-if-cov][^wi-103465-void-cov] [#permit-non-compete] - [ ] **Named-competitor narrowing** (Recommended) — When the employer can name its real competitors, bind those names instead of leaning on an open-ended definition. Narrowing decisions made at the drafting table are the only narrowing this covenant will ever get — the statute forbids a court from supplying them later. [^wi-103465-void-cov] [#narrow-non-compete-by-specified-competitors-when-provided] - [ ] **Non-investment covenant** (Optional) — Rare and deliberate. Confirm the passive-holdings carve-out is intact and the clause shares the defined Restricted Period; an investment restraint with indefinite reach adds exactly the harshness the reasonableness factors count against the whole covenant. [#permit-non-investment] ## Non-disparagement {#non-disparagement} - [ ] **Non-disparagement** (Recommended) — 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. [^mclaren-macomb-nondisparagement] [#require-non-disparagement] ## Physician-specific notices and carve-outs {#physician-specific-notices-and-carve-outs} - [ ] **Physician rights and notices** (Recommended) — Wisconsin currently has no statute carving physicians out of covenant law: bills restricting medical-practitioner covenants were introduced in the 2025-26 session and failed to pass. Clinician covenants therefore face the ordinary five-factor reasonableness test, where patient access can weigh into the public-policy factor — so the dedicated clause should state the agreement's actual treatment of practitioners rather than imply a statutory carve-out that does not exist, and the failed bills are worth tracking for reintroduction. [^wi-ab675-bill][^wi-sb657-bill] [#address-physician-specific-rights] ## No conflicting obligations {#no-conflicting-obligations} - [ ] **No conflicting obligations** (Recommended) — The worker's representation that no earlier agreement or order blocks the new role. On intake it cuts both ways: an incoming covenant signed elsewhere may be void here for overbreadth or an unlawful extension clause, while a covenant that survives review is a genuine hazard for the hiring employer — better to surface either before the first customer call. [#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) — A drafting choice with teeth on both sides: a competitor that knowingly induces breach of an enforceable covenant can face an interference claim with disgorgement of profits on the table, which is what gives notice letters their force. But a letter asserting a covenant that fails the reasonableness test overstates the employer's rights, so condition any notice practice on a covenant that actually survives review. [^wi-frey-interference] [#address-notice-to-future-employers] ## Tolling during breach {#tolling-during-breach} - [ ] **No extension of the restriction during a breach** (Prohibited) — Strike any language extending the restricted period by time the worker spent in violation. The court of appeals held that such an extension makes the duration contingent on outcomes the employee cannot predict rather than fixed and definite, and it voided each affected clause even where the clause was otherwise reasonable. A pending-litigation tolling clause is untested here and carries the same indefiniteness risk — and no court will sever the offending sentence to save the rest of the covenant. [^wi-hrblock-extension][^wi-hrblock-void] [#exclude-extension-during-breach-clauses] ## Remedies {#remedies} - [ ] **Injunction availability** (Recommended) — The irreparable-harm acknowledgement is standard and harmless — but it buys nothing on its own, because an injunction can issue only on a covenant that first clears every one of the five statutory prerequisites. A void restraint supports no relief at any stage. [^wi-star-five-factor-rem] [#require-injunctive-relief-availability] - [ ] **Attorney fees and costs** (Optional) — A commercial choice the statute then frames: Wisconsin presumes a contractual fee agreement is reasonable, and where compensatory damages are awarded it presumes reasonable fees do not exceed three times that amount unless the court finds more is warranted after weighing the statutory factors. Covenant fees routinely outrun covenant damages, so check that any fee clause is mutual and price the presumption into enforcement decisions. [^wi-fees-agreement][^wi-fees-presumption] [#address-attorneys-fees-and-costs] ## Severability and reformation {#severability-and-reformation} - [ ] **Separate covenants, not a court rescue** (Avoid) — Read the severability boilerplate against what the statute allows. A savings or court-may-modify clause is a dead letter here: the statute voids an unreasonable restraint even as to the part that would have been reasonable, and a modification provision contrary to it has no effect. The protection that does work is structural — draft each restraint as a separate covenant supporting its own interest, independently readable and enforceable, so the court that voids the most aggressive clause leaves the others standing. [^wi-103465-void-sev][^wi-diamond-modification-sev][^wi-star-divisible-sev] [#draft-divisible-covenants-rather-than-rely-on-reformation] ## Survival {#survival} - [ ] **Survival after the agreement ends** (Recommended) — Per-covenant survival is the divisibility principle carried into the boilerplate: each restraint should expire on its own definite schedule and be readable on its own. A bundled survival clause that entangles the covenants undercuts the very separateness that lets a valid clause outlive an invalid neighbor. [^wi-star-divisible-surv] [#address-survival-per-covenant] ## Assignment and successors {#assignment-and-successors} - [ ] **Assignment and successors** (Recommended) — Confirm the employer can assign to successors and the worker cannot. Whoever inherits the covenant inherits its Wisconsin posture with it — the same reasonableness test and the same void-in-full consequence — so an assignment clause moves the covenant without improving it. [#address-assignment-and-successors] ## Governing law, venue, dispute process {#governing-law-venue-dispute-process} - [ ] **Wisconsin law for Wisconsin work** (Avoid) — Do not bank on a foreign choice-of-law clause to import friendlier covenant rules into Wisconsin employment: the court of appeals refused to apply another state's severability rule precisely because Wisconsin's policy against saving overbroad covenants is fundamental, and the supreme court's choice-of-law framework treats covenant-restricting laws as the kind of policy that overrides the parties' stipulation. The clause should still name governing law, venue, and process — for Wisconsin work, Wisconsin law plus drafting that survives the statute is the combination that operates as written. [^wi-beilfuss-choice][^wi-bush-policy] [#select-wisconsin-law-rather-than-rely-on-foreign-choice-of-law] ## Entire agreement, amendment, waiver, e-signatures {#entire-agreement-amendment-waiver-e-signatures} - [ ] **Entire agreement, amendments, e-signatures** (Recommended) — Standard boilerplate with one local wrinkle: a later amendment that re-papers a covenant mid-employment needs its own consideration moment — genuine forbearance from termination or tangible new value — and the amendment mechanics should leave a record of what moved and when. [#address-entire-agreement-amendment-waiver-and-e-signatures] ## Wisconsin statutory gates (Wis. Stat. § 103.465) {#wisconsin-statutory-gates} The five items below exist only on this Wisconsin page: they implement the statute's reasonableness gate and the case-law rules — the employee non-solicit class limit, the confidentiality scoping rule, the sale-of-business framework line, and the lawyer bar — that have no analogue in the jurisdiction-neutral checklist. - [ ] **All five reasonableness factors satisfied** (Required) — Run every post-employment restraint through all five prerequisites: a protectable interest justifying this restriction, a reasonable time limit, a reasonable territory, no harshness or oppression toward the worker, and no conflict with public policy. The statute makes the covenant lawful only if its restrictions are reasonably necessary to protect the employer, and one failed factor voids the restraint in full — so score each covenant on each factor, in writing, before relying on any of them. [^wi-103465-only-if-gate][^wi-star-five-factor-gate] [#satisfy-the-five-factor-reasonableness-test] - [ ] **No-poach clause limited to real working relationships** (Prohibited) — The no-poach clause must not reach the entire workforce. The state supreme court treated an employee non-solicitation provision as a restraint governed by the statute and held a clause covering every company employee overbroad on its face — so restrict the class to colleagues the departing worker actually worked with, supervised, or gained material information about, inside a stated look-back window. [^wi-lanning-governed-gate][^wi-lanning-overbroad-gate] [#limit-employee-nonsolicits-to-actual-working-relationships] - [ ] **Confidentiality scoped to protectable information** (Avoid) — The confidentiality covenant should not double as a catch-all gag on everything the worker learned. Drafted that broadly, it becomes a restraint judged under the statute — and a court held one unenforceable on a motion to dismiss, before any evidence was heard. Scope it to trade secrets and genuinely competitively sensitive information, and let the trade-secret act carry the rest. [^wi-diamond-nda-gate] [#scope-confidentiality-covenants-to-protectable-information] - [ ] **Sale-of-business covenants papered in the deal** (Recommended) — When the covenant rides a genuine business sale or equity transaction, paper it in the transaction documents — given by the seller, supported by deal consideration, separable from any employment terms. Covenants outside the employment relationship are judged under the common-law rule of reason, which permits partial enforcement of an overlong restraint, while an employee covenant is locked into the statute's all-or-nothing rule; the substance of the relationship, not the caption on the document, selects the framework. [^wi-reiman-gate][^wi-selmer-gate] [#paper-sale-of-business-covenants-outside-the-employment-relationship] - [ ] **No practice restrictions on lawyers** (Prohibited) — No restriction on a licensed lawyer's right to practice after the relationship ends: the supreme court rules bar a lawyer from participating in offering or making such an agreement, excepting only retirement-benefit terms and restrictions that are part of settling a client controversy. The bar reaches the firm or employer offering the clause as well as the lawyer signing it, and no reasonableness showing cures it. [^wi-scr-gate] [#exclude-lawyer-practice-restrictions] [^about]: By Steven Obiajulu, J.D. Published by [openagreements.org](https://openagreements.org) · Maintained by [UseJunior](https://usejunior.com). Last reviewed 2026-06-12. License: CC BY 4.0. Steven Obiajulu, J.D. edits this review checklist for Wisconsin (US) coverage. It synthesizes legal sources and is not legal advice. This article is for informational purposes only and does not create an attorney-client relationship. [^wi-103465-scope]: **Wis. Stat. § 103.465** — "A covenant by an assistant, servant or agent not to compete with his or her employer or principal during the term of the employment or agency, or after the termination of that employment or agency, within a specified territory and during a specified time is lawful and enforceable only if the restrictions imposed are reasonably necessary for the protection of the employer or principal." *Wis. Stat. § 103.465.* [^wi-star-five-factor-cover]: **Star Direct, Inc. v. Dal Pra** — "A restrictive covenant must: (1) be necessary for the protection of the employer, that is, the employer must have a protectable interest justifying the restriction imposed on the activity of the employee; (2) provide a reasonable time limit; (3) provide a reasonable territorial limit; (4) not be harsh or oppressive as to the employee; and (5) not be contrary to public policy." *Star Direct, Inc. v. Dal Pra, 2009 WI 76, 319 Wis. 2d 274, 767 N.W.2d 898.* [^wi-beilfuss-cover]: **Beilfuss v. Huffy Corp.** — "We hold the choice of law provision is unenforceable because it violates Wisconsin's long-standing public policy controlling covenants not to compete, in that Wisconsin does not permit severability as a matter of public policy, while Ohio does." *Beilfuss v. Huffy Corp., 2004 WI App 118.* [^wi-diamond-nda-def]: **Diamond Assets LLC v. Godina** — "As to the confidentiality covenant, we agree with Godina that it is properly subject to a motion to dismiss as unenforceable, regardless of the evidence Diamond might be able to submit." *Diamond Assets LLC v. Godina, 2022 WI App 47.* [^wi-wutsa-def]: **Wis. Stat. § 134.90** — "‘Trade secret’ means information, including a formula, pattern, compilation, program, device, method, technique or process to which all of the following apply: 1. The information derives independent economic value, actual or potential, from not being generally known to, and not being readily ascertainable by proper means by, other persons who can obtain economic value from its disclosure or use. 2. The information is the subject of efforts to maintain its secrecy that are reasonable under the circumstances." *Wis. Stat. § 134.90(1)(c).* [^wi-hrblock-definite-def]: **H&R Block Eastern Enters., Inc. v. Swenson** — "The effect of the extension provision thus makes the duration of the restraint not a fixed and definite time period but a time period that is contingent upon outcomes the employee cannot predict." *H&R Block Eastern Enters., Inc. v. Swenson, 2008 WI App 3.* [^wi-star-five-factor-def]: **Star Direct, Inc. v. Dal Pra** — "A restrictive covenant must: (1) be necessary for the protection of the employer, that is, the employer must have a protectable interest justifying the restriction imposed on the activity of the employee; (2) provide a reasonable time limit; (3) provide a reasonable territorial limit; (4) not be harsh or oppressive as to the employee; and (5) not be contrary to public policy." *Star Direct, Inc. v. Dal Pra, 2009 WI 76, 319 Wis. 2d 274, 767 N.W.2d 898.* [^wi-103465-void-def]: **Wis. Stat. § 103.465** — "Any covenant, described in this section, imposing an unreasonable restraint is illegal, void and unenforceable even as to any part of the covenant or performance that would be a reasonable restraint." *Wis. Stat. § 103.465.* [^wi-lanning-overbroad-def]: **Manitowoc Co. v. Lanning** — "In applying the prerequisites that must be met under Wis. Stat. § 103.465, we conclude, as did the court of appeals, that the non-solicitation of employees provision is overbroad on its face." *Manitowoc Co. v. Lanning, 2018 WI 6.* [^wi-runzheimer-consideration]: **Runzheimer Int'l, Ltd. v. Friedlen** — "We hold that an employer's forbearance in exercising its right to terminate an at-will employee constitutes lawful consideration for signing a restrictive covenant." *Runzheimer Int'l, Ltd. v. Friedlen, 2015 WI 45.* [^wi-tatge-refusal]: **Tatge v. Chambers & Owen, Inc.** — "We also hold that a contract cause of action for wrongful discharge may not be maintained under Brockmeyer where an at-will employee is terminated for failing to sign a non-disclosure/non-compete agreement." *Tatge v. Chambers & Owen, Inc., 219 Wis. 2d 99, 579 N.W.2d 217 (1998).* [^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).* [^wi-diamond-nda-duration]: **Diamond Assets LLC v. Godina** — "As to the confidentiality covenant, we agree with Godina that it is properly subject to a motion to dismiss as unenforceable, regardless of the evidence Diamond might be able to submit." *Diamond Assets LLC v. Godina, 2022 WI App 47.* [^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 (Feb. 21, 2023).* [^wi-wutsa-efforts]: **Wis. Stat. § 134.90** — "‘Trade secret’ means information, including a formula, pattern, compilation, program, device, method, technique or process to which all of the following apply: 1. The information derives independent economic value, actual or potential, from not being generally known to, and not being readily ascertainable by proper means by, other persons who can obtain economic value from its disclosure or use. 2. The information is the subject of efforts to maintain its secrecy that are reasonable under the circumstances." *Wis. Stat. § 134.90(1)(c).* [^wi-lanning-governed-cov]: **Manitowoc Co. v. Lanning** — "Accordingly, we conclude that Lanning's non-solicitation of employees provision is a restraint of trade governed by Wis. Stat. § 103.465." *Manitowoc Co. v. Lanning, 2018 WI 6.* [^wi-103465-only-if-cov]: **Wis. Stat. § 103.465** — "A covenant by an assistant, servant or agent not to compete with his or her employer or principal during the term of the employment or agency, or after the termination of that employment or agency, within a specified territory and during a specified time is lawful and enforceable only if the restrictions imposed are reasonably necessary for the protection of the employer or principal." *Wis. Stat. § 103.465.* [^wi-star-five-factor-cov]: **Star Direct, Inc. v. Dal Pra** — "A restrictive covenant must: (1) be necessary for the protection of the employer, that is, the employer must have a protectable interest justifying the restriction imposed on the activity of the employee; (2) provide a reasonable time limit; (3) provide a reasonable territorial limit; (4) not be harsh or oppressive as to the employee; and (5) not be contrary to public policy." *Star Direct, Inc. v. Dal Pra, 2009 WI 76, 319 Wis. 2d 274, 767 N.W.2d 898.* [^wi-103465-void-cov]: **Wis. Stat. § 103.465** — "Any covenant, described in this section, imposing an unreasonable restraint is illegal, void and unenforceable even as to any part of the covenant or performance that would be a reasonable restraint." *Wis. Stat. § 103.465.* [^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 (Feb. 21, 2023).* [^wi-ab675-bill]: **2025 Wisconsin Assembly Bill 675** — "This bill makes changes regarding covenants not to compete for advanced practice registered nurses, advanced practice nurse prescribers, physicians, physician assistants, and psychologists (‘medical practitioners’)." *2025 Wisconsin Assembly Bill 675 (failed to pass, Mar. 23, 2026).* [^wi-sb657-bill]: **2025 Wisconsin Senate Bill 657** — "The bill provides that a covenant by a medical practitioner not to compete with his or her employer after the termination of the employment imposes an unreasonable restraint and is illegal, void, and unenforceable if the covenant includes a restriction that prohibits working as a medical practitioner for more than 24 consecutive months after the first day of the medical practitioner's employment with the employer that is imposing the covenant not to compete." *2025 Wisconsin Senate Bill 657 (failed to pass, Mar. 23, 2026).* [^wi-frey-interference]: **Frey Construction & Home Improvement, LLC v. Hasheider Roofing & Siding, Ltd.** — "However, we further conclude that disgorgement may be an appropriate remedy for an intentional interference with contract claim." *Frey Construction & Home Improvement, LLC v. Hasheider Roofing & Siding, Ltd., 2025 WI App 4.* [^wi-hrblock-extension]: **H&R Block Eastern Enters., Inc. v. Swenson** — "The effect of the extension provision thus makes the duration of the restraint not a fixed and definite time period but a time period that is contingent upon outcomes the employee cannot predict." *H&R Block Eastern Enters., Inc. v. Swenson, 2008 WI App 3.* [^wi-hrblock-void]: **H&R Block Eastern Enters., Inc. v. Swenson** — "Because this restraint in each clause is unreasonable, each clause is void and unenforceable even if each is otherwise reasonable." *H&R Block Eastern Enters., Inc. v. Swenson, 2008 WI App 3.* [^wi-star-five-factor-rem]: **Star Direct, Inc. v. Dal Pra** — "A restrictive covenant must: (1) be necessary for the protection of the employer, that is, the employer must have a protectable interest justifying the restriction imposed on the activity of the employee; (2) provide a reasonable time limit; (3) provide a reasonable territorial limit; (4) not be harsh or oppressive as to the employee; and (5) not be contrary to public policy." *Star Direct, Inc. v. Dal Pra, 2009 WI 76, 319 Wis. 2d 274, 767 N.W.2d 898.* [^wi-fees-agreement]: **Wis. Stat. § 814.045** — "This section does not abrogate the rights of persons to enter into an agreement for attorney fees, and the court shall presume that such an agreement is reasonable." *Wis. Stat. § 814.045(3).* [^wi-fees-presumption]: **Wis. Stat. § 814.045** — "In any action in which compensatory damages are awarded, the court shall presume that reasonable attorney fees do not exceed 3 times the amount of the compensatory damages awarded but this presumption may be overcome if the court determines, after considering the factors set forth in sub. (1) , that a greater amount is reasonable." *Wis. Stat. § 814.045(2)(a).* [^wi-103465-void-sev]: **Wis. Stat. § 103.465** — "Any covenant, described in this section, imposing an unreasonable restraint is illegal, void and unenforceable even as to any part of the covenant or performance that would be a reasonable restraint." *Wis. Stat. § 103.465.* [^wi-diamond-modification-sev]: **Diamond Assets LLC v. Godina** — "Given that the modification provision is contrary to WIS. STAT. § 103.465, it could have no effect here." *Diamond Assets LLC v. Godina, 2022 WI App 47.* [^wi-star-divisible-sev]: **Star Direct, Inc. v. Dal Pra** — "Restrictive covenants are divisible when the contract contains different covenants supporting different interests that can be independently read and enforced." *Star Direct, Inc. v. Dal Pra, 2009 WI 76, 319 Wis. 2d 274, 767 N.W.2d 898.* [^wi-star-divisible-surv]: **Star Direct, Inc. v. Dal Pra** — "Restrictive covenants are divisible when the contract contains different covenants supporting different interests that can be independently read and enforced." *Star Direct, Inc. v. Dal Pra, 2009 WI 76, 319 Wis. 2d 274, 767 N.W.2d 898.* [^wi-beilfuss-choice]: **Beilfuss v. Huffy Corp.** — "We hold the choice of law provision is unenforceable because it violates Wisconsin's long-standing public policy controlling covenants not to compete, in that Wisconsin does not permit severability as a matter of public policy, while Ohio does." *Beilfuss v. Huffy Corp., 2004 WI App 118.* [^wi-bush-policy]: **Bush v. National School Studios, Inc.** — "In general, however, statutes or common law which make a particular type of contract enforceable, e.g., usury laws, or which make a particular contract provision unenforceable, e.g., laws prohibiting covenants not to compete, or that are designed to protect a weaker party against the unfair exercise of superior bargaining power by another party, are likely to embody an important state public policy." *Bush v. National School Studios, Inc., 139 Wis. 2d 635 (1987).* [^wi-103465-only-if-gate]: **Wis. Stat. § 103.465** — "A covenant by an assistant, servant or agent not to compete with his or her employer or principal during the term of the employment or agency, or after the termination of that employment or agency, within a specified territory and during a specified time is lawful and enforceable only if the restrictions imposed are reasonably necessary for the protection of the employer or principal." *Wis. Stat. § 103.465.* [^wi-star-five-factor-gate]: **Star Direct, Inc. v. Dal Pra** — "A restrictive covenant must: (1) be necessary for the protection of the employer, that is, the employer must have a protectable interest justifying the restriction imposed on the activity of the employee; (2) provide a reasonable time limit; (3) provide a reasonable territorial limit; (4) not be harsh or oppressive as to the employee; and (5) not be contrary to public policy." *Star Direct, Inc. v. Dal Pra, 2009 WI 76, 319 Wis. 2d 274, 767 N.W.2d 898.* [^wi-lanning-governed-gate]: **Manitowoc Co. v. Lanning** — "Accordingly, we conclude that Lanning's non-solicitation of employees provision is a restraint of trade governed by Wis. Stat. § 103.465." *Manitowoc Co. v. Lanning, 2018 WI 6.* [^wi-lanning-overbroad-gate]: **Manitowoc Co. v. Lanning** — "In applying the prerequisites that must be met under Wis. Stat. § 103.465, we conclude, as did the court of appeals, that the non-solicitation of employees provision is overbroad on its face." *Manitowoc Co. v. Lanning, 2018 WI 6.* [^wi-diamond-nda-gate]: **Diamond Assets LLC v. Godina** — "As to the confidentiality covenant, we agree with Godina that it is properly subject to a motion to dismiss as unenforceable, regardless of the evidence Diamond might be able to submit." *Diamond Assets LLC v. Godina, 2022 WI App 47.* [^wi-reiman-gate]: **Reiman Assocs., Inc. v. R/A Advertising, Inc.** — "Additionally, covenants incidental to the sale of a business benefit from full application of the rule of partial enforcement: even an unreasonable restraint will be enforced to the extent necessary and reasonable under the circumstances." *Reiman Assocs., Inc. v. R/A Advertising, Inc., 102 Wis. 2d 305 (Ct. App. 1981).* [^wi-selmer-gate]: **Selmer Co. v. Rinn** — "Having determined Wis. Stat. § 103.465 does not apply, we must determine whether the covenant not to compete satisfies the common law's rule of reason." *Selmer Co. v. Rinn, 2010 WI App 106.* [^wi-scr-gate]: **Wis. SCR 20:5.6** — "A lawyer shall not participate in offering or making: (a) a partnership, shareholders, operating, employment, or other similar type of agreement that restricts the right of a lawyer to practice after termination of the relationship, except an agreement concerning benefits upon retirement; or (b) an agreement in which a restriction on the lawyer's right to practice is part of the settlement of a client controversy." *Wis. SCR 20:5.6.*