Are employee non-compete agreements enforceable in Ohio?
Yes, sometimes. Ohio is a reasonableness state, not a general ban state. A non-compete is enforceable only to the extent it is reasonable — meaning it is no greater than needed to protect the employer, does not impose undue hardship on the employee, and is not injurious to the public.
The controlling standard comes from the Ohio Supreme Court's decision in Raimonde v. Van Vlerah, which set out a three-part rule of reasonableness for post-employment restraints . There is no general Ohio non-compete statute for the ordinary workforce; enforceability is judge-made, applied covenant by covenant on its own facts.
Because the test is holistic, no single term is decisive. A court weighs the employer's protectable interest, the burden on the employee, and the public effect together, rather than checking a covenant against fixed numbers.
Do not treat Ohio as either a free-for-all or a ban state. Test every covenant against the three Raimonde prongs — employer protection, hardship on the employee, and public injury — before assuming an Ohio restraint is enforceable.
Sources for this answer
Primary source · Case law · 1975-04-02
A.1 Raimonde v. Van VlerahRaimonde sets Ohio's three-part rule that a post-employment covenant is reasonable only if it is no greater than required to protect the employer, does not impose undue hardship on the employee, and is not injurious to the public.
A covenant restraining an employee from competing with his former employer upon termination of employment is reasonable if it is no greater than is required for the protection of the employer, does not impose undue hardship on the employee, and is not injurious to the public.
See Raimonde v. Van Vlerah, 42 Ohio St. 2d 21, 325 N.E.2d 544 (1975).
Is continued at-will employment enough consideration for an Ohio non-compete?
Yes. Unlike some states, Ohio holds that an employer's agreement to continue an at-will employment relationship is itself sufficient consideration for a non-compete an existing employee signs.
In Lake Land Employment Group of Akron, LLC v. Columber, the Ohio Supreme Court held that consideration exists when an employer continues an at-will relationship that it could legally have terminated without cause in exchange for the employee's assent to the covenant . That makes Ohio more employer-favorable on consideration than states that require new, independent value for a mid-employment covenant.
The rule is not a blank check. Continued employment supplies the consideration, but the covenant must still survive the Raimonde reasonableness analysis to be enforceable .
Adequate consideration does not cure an overbroad covenant. Continued at-will employment satisfies Lake Land, but a restraint that fails Raimonde on time, territory, or scope is unenforceable no matter how cleanly the rest of the agreement reads, because consideration establishes only that a covenant is supported, not that it is reasonable.
Sources for this answer
Primary source · Case law · 2004-03-10
B.1 Lake Land Employment Group of Akron, LLC v. ColumberLake Land holds that continuing an at-will employment relationship that could be terminated without cause is sufficient consideration for a non-compete signed by an existing employee.
We therefore hold that consideration exists to support a noncompetition agreement when, in exchange for the assent of an at-will employee to a proffered noncompetition agreement, the employer continues an at-will employment relationship that could legally be terminated without cause.
See Lake Land Emp. Group of Akron, LLC v. Columber, 101 Ohio St. 3d 242, 2004-Ohio-786.
Primary source · Case law · 1975-04-02
B.2 Raimonde v. Van VlerahRaimonde requires that a covenant supported by consideration still be reasonable in its protection of the employer, hardship on the employee, and public effect.
A covenant restraining an employee from competing with his former employer upon termination of employment is reasonable if it is no greater than is required for the protection of the employer, does not impose undue hardship on the employee, and is not injurious to the public.
See Raimonde v. Van Vlerah, 42 Ohio St. 2d 21, 325 N.E.2d 544 (1975).
What legitimate business interests can support an Ohio non-compete?
Confidential information, trade secrets, and customer goodwill are the core interests that justify a tailored Ohio restraint. The Ohio Uniform Trade Secrets Act supplies the statutory trade-secret overlay that runs alongside the covenant.
Raimonde itself lists the factors a court weighs, including whether the employee possessed confidential information or trade secrets and whether the covenant targets unfair competition rather than ordinary competition . A covenant that merely suppresses ordinary competition, untethered to a protectable interest, will not stand.
The Ohio Uniform Trade Secrets Act, codified at R.C. 1333.61 through 1333.69, defines a trade secret by the twin tests of independent economic value from secrecy and reasonable efforts to maintain that secrecy . The Act gives a separate remedy: actual or threatened misappropriation may be enjoined regardless of any contract . A non-solicitation or confidentiality strategy under the Act is often a stronger backstop than a broad non-compete.
An Ohio non-compete that blocks competition disconnected from a protectable interest reaches nothing the law recognizes and fails on the interest requirement: the restraint holds only where it is tied to identified confidential information, trade secrets, or customer goodwill. A separate confidentiality and trade-secret strategy under R.C. 1333.61 et seq. survives even where the non-compete does not.
A broad Ohio non-compete draws the heaviest reasonableness scrutiny, while the Ohio Uniform Trade Secrets Act supplies a remedy that does not depend on any covenant: actual or threatened misappropriation of a trade secret may be enjoined under R.C. 1333.62, and the Act protects information that derives independent economic value from secrecy and is the subject of reasonable efforts to keep it secret. A confidentiality and customer-non-solicitation strategy built on that statutory backstop often protects the employer more durably than a non-compete that has to survive the full Raimonde analysis, and it holds even where the non-compete is trimmed or declined .
Sources for this answer
Primary source · Case law · 1975-04-02
C.2 Raimonde v. Van VlerahRaimonde lists the protectable-interest factors, including whether the employee possessed confidential information or trade secrets and whether the covenant targets unfair rather than ordinary competition.
whether the employee is possessed with confidential information or trade secrets; whether the covenant seeks to eliminate competition which would be unfair to the employer or merely seeks to eliminate ordinary competition
See Raimonde v. Van Vlerah, 42 Ohio St. 2d 21, 325 N.E.2d 544 (1975).
Primary source · Primary law
C.1 Ohio Rev. Code § 1333.61R.C. 1333.61 supplies Ohio's statutory trade-secret definition, which turns on independent economic value from secrecy and reasonable efforts to maintain secrecy.
(1) It 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) It is the subject of efforts that are reasonable under the circumstances to maintain its secrecy.
See Ohio Rev. Code § 1333.61(D).
Primary source · Primary law
C.3 Ohio Rev. Code § 1333.62R.C. 1333.62(A) gives a statutory remedy independent of any covenant: actual or threatened misappropriation of a trade secret may be enjoined.
Actual or threatened misappropriation may be enjoined.
See Ohio Rev. Code § 1333.62(A).
What duration and geographic scope are reasonable for an Ohio non-compete?
There is no statutory cap. Ohio courts weigh duration and territory together against the employer's actual protectable interest under Raimonde, and they may cut back a restraint that reaches further than necessary.
Because the standard is holistic, geography and duration are evaluated against the employer's real footprint rather than fixed numbers . A restraint limited to the area and time genuinely needed to protect customer relationships or confidential information is far easier to defend than a long, open-ended, statewide ban.
When a covenant overshoots, an Ohio court may trim it. In MetroHealth System v. Khandelwal, the court of appeals upheld a trial court's decision to narrow an overbroad physician covenant — modifying it rather than voiding it — because it was more restrictive than necessary to protect the employer's legitimate interests .
A fixed term or radius copied from another form is measured against the employer's actual market, not the source it came from: an Ohio court evaluates the restraint as a whole against the employer's real protectable interest, with no safe-harbor number, so a duration or territory sized to a different role or market is exposed to being trimmed or declined.
Sources for this answer
Primary source · Case law · 1975-04-02
D.1 Raimonde v. Van VlerahRaimonde evaluates time and space limits among the holistic reasonableness factors rather than against fixed statutory caps.
A covenant restraining an employee from competing with his former employer upon termination of employment is reasonable if it is no greater than is required for the protection of the employer, does not impose undue hardship on the employee, and is not injurious to the public.
See Raimonde v. Van Vlerah, 42 Ohio St. 2d 21, 325 N.E.2d 544 (1975).
Primary source · Case law · 2022-01-13
D.2 MetroHealth System v. KhandelwalMetroHealth shows an Ohio court narrowing an overbroad covenant to what is necessary to protect the employer's interests rather than voiding it.
In short, evidence presented at the hearing supported the trial court’s finding that the 2015 noncompete agreement was more restrictive than necessary but that it could be modified to protect MetroHealth’s legitimate business interests.
See MetroHealth Sys. v. Khandelwal, 2022-Ohio-77, 183 N.E.3d 590 (8th Dist.).
Will an Ohio court reform or refuse to enforce an overbroad non-compete?
It depends. Raimonde abandoned strict blue-penciling and lets Ohio courts enforce an overbroad covenant only to the extent reasonable, but reformation is discretionary — a court may instead refuse to rewrite an abusively broad covenant.
Raimonde holds that a covenant imposing unreasonable restrictions will be enforced to the extent necessary to protect the employer's legitimate interests, giving Ohio courts the power to modify rather than void . But that power is not automatic. In Kross Acquisition Co. v. Groundworks Ohio, LLC, the First District confirmed that modifying a covenant is within the trial court's discretion, and it affirmed a refusal to rewrite a covenant so overbroad that reforming it would require the court to rebuild the agreement from scratch .
There is also a real cost to overreaching. In Cintas Corp. v. Perry, applying Ohio law, the employer's own prevailing-party fee clause boomeranged: after the covenant failed, the court held the former employee was entitled to recover his attorney's fees and litigation costs under that contract . For a clause-by-clause pass over a specific agreement against these drafting rules, the Ohio non-compete reviewer checklist walks the full covenant suite item by item with each requirement's force level.
Reformation is a discretionary repair, not a safety net an aggressive Ohio covenant can count on: a court may refuse to rewrite a covenant so overbroad that reforming it would require rebuilding the agreement, leaving it unenforceable, and a one-sided fee clause can shift fees to the departing employee when the covenant fails. Tiered, severable, reasonable restraints survive that refusal where a single grasping covenant does not.
Sources for this answer
Primary source · Case law · 1975-04-02
E.1 Raimonde v. Van VlerahRaimonde rejected strict blue-penciling and empowers Ohio courts to modify or amend an employment agreement to reach a reasonable, enforceable restraint.
Courts are empowered to modify or amend employment agreements to achieve such results.
See Raimonde v. Van Vlerah, 42 Ohio St. 2d 21, 325 N.E.2d 544 (1975).
Primary source · Case law · 2024-02-16
E.2 Kross Acquisition Co. v. Groundworks Ohio, LLCKross holds that modifying a non-compete is within the trial court's discretion, so a court may decline to reform an abusively overbroad covenant.
We agree that it is within a trial court’s discretion to modify a noncompetition agreement, and so we review its decision not to modify such an agreement for an abuse of discretion.
See Kross Acquisition Co. v. Groundworks Ohio, LLC, 2024-Ohio-592, 236 N.E.3d 453 (1st Dist.).
Primary source · Case law · 2008-02-20
E.3 Cintas Corp. v. PerryCintas, applying Ohio law, held the former employee was entitled to attorney's fees and costs under the employer's own fee-shifting clause after the covenant failed.
The district court correctly concluded Perry was entitled to attorney’s fees and litigation costs under the employment agreement.
See Cintas Corp. v. Perry, 517 F.3d 459 (7th Cir. 2008).
Can a successor company enforce a non-compete after a merger in Ohio?
Yes, after a statutory merger. In Acordia of Ohio, L.L.C. v. Fishel, the Ohio Supreme Court held that the surviving company may enforce non-competes the absorbed company's employees signed, as if it had stepped into the original employer's shoes — provided the covenant is reasonable.
On reconsideration, the court in Acordia clarified that a merged entity can enforce acquired non-compete agreements without separate assignment language, because by operation of the merger statutes it succeeds to the predecessor's contracts . The covenant still has to satisfy Raimonde in the successor's hands.
That holding turns on a statutory merger. A deal structured as an asset purchase, or a covenant the parties intend to be personal to the original employer, can raise different assignability questions — so buyers should not assume every restrictive covenant transfers automatically.
Acordia reaches only covenants that pass by statutory merger, so a covenant silent on assignment can raise a live assignability question in an asset deal, where the buyer may be unable to enforce the restraint. Express assignment and successor-and-assigns language carries the covenant to a buyer in a transaction that is not a statutory merger.
Sources for this answer
Primary source · Case law · 2012-10-11
F.1 Acordia of Ohio, L.L.C. v. FishelAcordia (on reconsideration) holds that a company surviving a statutory merger may enforce the absorbed company's non-competes as if it were the original contracting party, if the covenants are reasonable.
We hold that the L.L.C. may enforce the noncompete agreements as if it had stepped into the shoes of the original contracting companies, provided that the noncompete agreements are reasonable under the circumstances of this case.
See Acordia of Ohio, L.L.C. v. Fishel, 133 Ohio St. 3d 356, 2012-Ohio-4648, 978 N.E.2d 823.
Does an Ohio non-compete toll or extend during breach or litigation?
It can. Ohio appellate courts have held that a non-compete may not expire while its enforceability is being litigated, so the restricted period can be effectively extended until the case is resolved.
In Homan, Inc. v. A1 AG Services, L.L.C., the Third District adopted the Sixth District's rule that a covenant not to compete may not expire while the enforceability of the contract is being litigated . The court applied that rule to a covenant whose period it had already reformed for reasonableness, so the defendant remained bound for the remaining reasonable term after the litigation concluded.
This judicial tolling is equitable rather than automatic, and it operates against the Raimonde reasonableness backdrop . A contractual extension-on-breach clause must itself be reasonable; an open-ended or indefinite extension risks being cut back like any other overbroad term.
Do not assume a fixed Ohio covenant simply lapses on its stated end date while a dispute is pending. Under Homan, the period can be tolled during litigation — but draft any extension-on-breach clause as a reasonable, bounded restraint tied to the breach, not an indefinite one.
An Ohio covenant does not necessarily lapse on its stated end date while a dispute is pending: under Homan, a covenant may not expire while the enforceability of the agreement is being litigated, so the restricted period can be tolled until the case resolves . That judicial tolling is equitable rather than automatic, and any contractual extension-on-breach term is measured against the same Raimonde reasonableness backdrop, so an open-ended or indefinite extension is exposed to being cut back like any other overbroad restraint, while an extension bounded to the duration of the breach stands with the covenant it protects .
Sources for this answer
Primary source · Case law · 2008-01-28
G.1 Homan, Inc. v. A1 AG Services, L.L.C.Homan adopts the rule that an Ohio non-compete may not expire while the enforceability of the contract is being litigated, effectively tolling the restricted period.
The Sixth Appellate District has held that a covenant not to compete may not expire while the enforceability of that contract is being litigated.
See Homan, Inc. v. A1 AG Servs., L.L.C., 175 Ohio App. 3d 51, 2008-Ohio-277, 885 N.E.2d 253 (3d Dist.).
Primary source · Case law · 1975-04-02
G.2 Raimonde v. Van VlerahRaimonde's reasonableness standard governs any extension of the restricted period, so an open-ended tolling or extension term must still be reasonable.
A covenant restraining an employee from competing with his former employer upon termination of employment is reasonable if it is no greater than is required for the protection of the employer, does not impose undue hardship on the employee, and is not injurious to the public.
See Raimonde v. Van Vlerah, 42 Ohio St. 2d 21, 325 N.E.2d 544 (1975).
Which Ohio workers face special non-compete treatment?
Physicians are the established category receiving special scrutiny. Ohio enforces their covenants but tests them closely under the public-injury prong, and a pending bill would add statutory limits for certain nonprofit-hospital clinicians.
Ohio courts apply a heightened public-interest analysis to physician covenants: a restraint is unreasonable where it imposes undue hardship on the physician and is injurious to the public because the physician's services are vital to the community and the demand for that expertise is critical . The principle is long-standing — in Williams v. Hobbs, the court affirmed findings that a physician's services were vital to the public and that the covenant was injurious to the public .
There is no enacted Ohio statute banning health care non-competes today. A pending bill, Senate Bill 301, would let a nonprofit hospital impose only a limited restriction on certain clinicians — no more than six months and within a fifteen-mile radius — and would void waivers of that protection . It has not become law.
Do not draft a physician or other health care non-compete in Ohio as if it were an ordinary commercial restraint. Expect heightened public-interest scrutiny under MetroHealth and Williams, and monitor Senate Bill 301, which would cap covered hospital clinician covenants if enacted.
A physician covenant drafted like an ordinary commercial restraint meets heightened public-interest scrutiny in Ohio: a covenant restraining a physician-employee is 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. A narrow radius and a short term that preserve patient access and continuity of care are what let such a covenant survive that scrutiny, and a covered nonprofit-hospital clinician covenant would face a further statutory ceiling if Senate Bill 301 is enacted .
Sources for this answer
Primary source · Case law · 2022-01-13
H.1 MetroHealth System v. KhandelwalMetroHealth applies the physician-covenant public-interest rule (quoting Ohio Urology and Williams): such a covenant is unreasonable where it imposes undue hardship and injures the public because the physician's services are vital to the community.
A covenant restraining a physician-employee from competing with his employer upon termination of employment is unreasonable where it imposes undue hardship on the physician and is injurious to the public, the physician’s services are vital to the health, care and treatment of the public, and the demand for his medical expertise is critical to the people in the community.
See MetroHealth Sys. v. Khandelwal, 2022-Ohio-77, 183 N.E.3d 590 (8th Dist.).
Primary source · Case law · 1983-04-12
H.2 Williams v. HobbsWilliams affirmed findings that a physician's services were vital to the public and that the covenant was injurious to the public, illustrating the public-injury prong in medicine.
The covenant imposes an undue hardship on the plaintiff, and also, it is injurious to the public.
See Williams v. Hobbs, 9 Ohio App. 3d 331, 460 N.E.2d 287 (10th Dist. 1983).
Primary source · Primary law · 2025-10-21
H.3 Ohio S.B. 301 (136th General Assembly)S.B. 301, a pending bill, would allow a nonprofit hospital to impose only a limited post-employment restriction on covered clinicians — no more than six months and within a fifteen-mile radius.
the employee will refrain, for a period not to exceed six months, from obtaining employment within a radius of fifteen miles of the physical location where the employee was employed with the hospital.
See S.B. 301, 136th Gen. Assemb. (Ohio 2025).
Did the FTC's federal non-compete rule change Ohio non-compete law?
No. The FTC's 2024 nationwide Non-Compete Rule was set aside by a federal court before it took effect, so Ohio non-competes remain governed by Ohio common law.
In Ryan LLC v. Federal Trade Commission, the court held the FTC lacked statutory authority to issue the rule and that the rule was arbitrary and capricious . It set the rule aside with nationwide effect so that it would not be enforced or take effect .
That outcome does not make every Ohio covenant enforceable. It simply removes the FTC rule as a nationwide overlay and leaves Ohio's Raimonde reasonableness analysis in control.
Sources for this answer
Primary source · Case law · 2024-08-20
I.1 Ryan LLC v. Federal Trade CommissionRyan set the FTC Non-Compete Rule aside with nationwide effect so that it would not be enforced or take effect.
The Non-Compete Rule, 16 C.F.R. § 910.1–.6, is hereby SET ASIDE and shall not be enforced or otherwise take effect on September 4, 2024, or thereafter.
See Ryan LLC v. Fed. Trade Comm'n, 746 F. Supp. 3d 369 (N.D. Tex. 2024).
Primary source · Case law · 2024-08-20
I.2 Ryan LLC v. Federal Trade CommissionRyan held that the FTC lacked statutory authority to promulgate the Non-Compete Rule and that the rule was arbitrary and capricious.
In sum, the Court concludes that the FTC lacks statutory authority to promulgate the Non- Compete Rule, and that the Rule is arbitrary and capricious.
See Ryan LLC v. Fed. Trade Comm'n, 746 F. Supp. 3d 369 (N.D. Tex. 2024).
What Ohio non-compete reform efforts should employers watch?
None is law yet. The headline proposal, Senate Bill 11, would broadly prohibit employer non-competes, but it remains in committee and would apply only prospectively if enacted.
Senate Bill 11 would bar an employer from entering into, presenting, or enforcing an agreement that prevents a worker from taking other work or operating a business after the employment relationship ends . Crucially, even if it passed, the bill voids only agreements entered into, modified, or extended on or after its effective date — it would not reach back to invalidate covenants already in place .
The enacted baseline therefore remains common-law reasonableness under Raimonde, plus the trade-secret overlay. These bills signal a possible direction of travel, not current law.
Treat Senate Bill 11 as a monitoring item, not present Ohio law. Recheck the Ohio General Assembly's bill status before changing forms or telling workers that Ohio has banned non-competes, and note that S.B. 11 as drafted would apply only to agreements made or modified after its effective date.
Sources for this answer
Primary source · Primary law · 2025-01-22
J.1 Ohio S.B. 11 (136th General Assembly)S.B. 11, a pending bill, would prohibit an employer from entering into, presenting, or enforcing an agreement that prevents a worker from taking other work or operating a business after employment ends.
Beginning on the effective date of this section, no employer shall enter into, attempt to enter into, present to a worker or prospective worker as a term of hire, or attempt to enforce an agreement, or part of an agreement, that prohibits the worker from, penalizes the worker for, or functions to prevent the worker from seeking or accepting work with a person, or operating a business, after the conclusion of the relationship between the employer and worker, including any of the following:
See S.B. 11, 136th Gen. Assemb. (Ohio 2025).
Primary source · Primary law · 2025-01-22
J.2 Ohio S.B. 11 (136th General Assembly)S.B. 11 would apply only prospectively, voiding agreements entered into, modified, or extended on or after its effective date rather than existing covenants.
An agreement, or part of an agreement, between an employer and worker entered into, modified, or extended on or after the effective date of this section that is prohibited under division (A) of this section is void.
See S.B. 11, 136th Gen. Assemb. (Ohio 2025).
How does Ohio treat employee (anti-raiding) non-solicits?
Ohio judges a nonsolicitation covenant — including one barring solicitation of a former employer's employees — under the same Raimonde reasonableness test it applies to non-competes. We found no Ohio decision squarely holding an employee anti-raiding clause reasonable, but the test is the same.
In UZ Engineered Products Co. v. Midwest Motor Supply Co., the covenants at issue included a bar on soliciting the employer's other employees, and the Court of Appeals applied the Raimonde standard — a restraint is enforced only to the extent reasonably necessary to protect the employer's legitimate interests .
The same reasonableness limits that govern an Ohio non-compete govern an employee non-solicit: no broader than needed, not unduly harsh, not injurious to the public. An overbroad anti-raiding clause is reformed or struck under Raimonde, not enforced as written .
Sources for this answer
Primary source · Case law
K.1 UZ Engineered Products Co. v. Midwest Motor Supply Co.PDFUZ Engineered applies the Raimonde reasonableness test — covenants are enforced only to the extent reasonably necessary to protect the employer's legitimate business interests — to a covenant package that included a bar on soliciting the employer's other employees.
Covenants not to compete will be enforced only to the extent that the restrictions imposed on an employee are reasonably necessary to protect the employer's legitimate business interests.
See UZ Engineered Prods. Co. v. Midwest Motor Supply Co., No. 01AP-551, 2001-Ohio-8779 (Ohio Ct. App. 10th Dist.).