# Non-Competes in Rhode Island[^about] Rhode Island bans non-competes for several worker categories and regulated professions, while other restrictive covenants remain governed by strict common-law reasonableness limits and trade-secret law. ## Are employee non-compete agreements enforceable in Rhode Island? {#employee-noncompetes} **Short answer.** Often no for covered workers. The Rhode Island Noncompetition Agreement Act makes a non-compete unenforceable against FLSA-nonexempt employees, student interns, workers age 18 or younger, and low-wage employees [^rinaa-covered-workers]. The statutory ban is targeted rather than universal. It applies to covered employees within Chapter 28-59, and the statute defines an employee to exclude independent contractors [^rinaa-employee-definition]. For workers outside the banned categories, Rhode Island common law still requires a valid relationship, consideration, a legitimate interest, and a reasonable restraint. The low-wage category is indexed to the federal poverty level. The statute defines it as an employee whose average annual earnings are not more than 250 percent of the federal poverty level for individuals [^rinaa-low-wage-definition]. > [!NOTE] > **Practice note.** > > Do not treat Rhode Island as a total-ban state. Chapter 28-59 bars non-competes only for the worker categories listed in the statute, while other workers and other restrictive covenants still require separate analysis [^rinaa-covered-workers][^durapin-reasonableness-baseline]. ## What Rhode Island restrictions are excluded from the statutory non-compete definition? {#excluded-covenants} **Short answer.** Rhode Island excludes several common restraints from the Chapter 28-59 definition of a noncompetition agreement, including employee non-solicits, customer non-solicits, confidentiality agreements, and sale-of-business covenants [^rinaa-noncompete-definition]. That does not make those covenants automatically enforceable. It means the RINAA ban does not decide the issue. Customer non-solicits, employee non-solicits, NDAs, confidentiality clauses, sale covenants, and qualifying separation agreements fall back to common law, trade-secret law, or the separate statute that governs the profession or industry. "‘Noncompetition agreement’ means an agreement between an employer and an employee, or otherwise arising out of an existing or anticipated employment relationship, under which the employee or expected employee agrees that he or she will not engage in certain specified activities competitive with his or her employer after the employment relationship has ended."[^rinaa-noncompete-definition] For drafting, the most important consequence is precision. A customer non-solicit should be written as a customer restraint, a confidentiality clause as a confidentiality clause, and a sale covenant as a sale covenant, because calling every restraint a non-compete can blur the statutory analysis. ## What common-law test applies to Rhode Island restrictive covenants not banned by statute? {#common-law-reasonableness} **Short answer.** Rhode Island applies strict reasonableness review. The party seeking enforcement must show a valid underlying relationship, adequate consideration, a legitimate interest, and a restraint no broader than reasonably necessary [^durapin-enforcement-elements][^cranston-strict-scrutiny]. *Durapin* supplies the core framework. Rhode Island recognizes that non-competes can serve legitimate purposes, but treats them as disfavored restraints. The key practical point is that ordinary competition is not enough. The promisee needs a legitimate interest such as confidential customer relationships, goodwill, trade secrets, or another protectable interest. *Cranston Print Works* reinforces the same standard and calls for strict judicial scrutiny. It also warns that covenants lacking both time and geographic limits may still be enforceable in some settings, but only to the extent necessary to protect legitimate interests [^cranston-necessity-limit]. ## Does continued employment support a Rhode Island restrictive covenant? {#continued-employment-termination} **Short answer.** It can. In *Walls*, the Rhode Island Supreme Court treated continued at-will employment, plus training and licensure support, as part of a lawful exchange supporting a 24-month customer restriction [^walls-continued-employment]. *Walls* matters because the agreement was signed during employment, not only at initial hire. The court also rejected the argument that involuntary termination prevented enforcement; the covenant applied on termination from employment without limiting language tied to the reason for departure [^walls-involuntary-termination]. The restraint in *Walls* was customer-focused. It barred solicitation and pest-control work for current and former company customers for 24 months, and the court emphasized that it did not use a geographic territory [^walls-customer-scope]. That makes the case useful for customer non-solicits and customer-service restrictions, not for broad bans on working in the same industry. > [!NOTE] > **Practice note.** > > Read *Walls* for what it is. The Rhode Island Supreme Court affirmed a *preliminary* injunction under deferential abuse-of-discretion review, not a final judgment on the covenant's validity [^walls-pi-posture]. It is a strong signal on consideration and customer-scope drafting, but a defendant can still develop a fuller record on reasonableness and legitimate interest at trial. ## Will Rhode Island courts narrow an overbroad non-compete? {#court-narrowing} **Short answer.** Usually yes if equitable. *Durapin* adopted partial enforcement rather than an all-or-nothing or mechanical blue-pencil rule, absent bad faith or deliberate overreaching [^durapin-partial-enforcement]. Partial enforcement is not a drafting strategy. Even under *Durapin*, the court should go no further than reasonably necessary to protect the promisee's legitimate interests [^durapin-no-further-than-necessary]. Overbreadth still creates litigation risk and may leave the employer without meaningful relief if the employee did not jeopardize a protectable interest. For a clause-by-clause pass over a specific agreement against these limits, the [Rhode Island non-compete review checklist](/checklists/non-compete/us/rhode-island) walks the full covenant suite item by item with each requirement's force level. RINAA also has a severability rule for contracts containing a non-compete that is unenforceable under § 28-59-3. That rule preserves the remainder of the contract and allows a court to impose a non-compete restriction as a remedy for breach of another agreement or duty [^rinaa-severability-remedy]. > [!CAUTION] > **Drafting note.** > > Do not confuse statutory severability with automatic enforcement. Rhode Island may preserve the rest of the contract, but common-law reformation still depends on reasonableness, legitimate interests, and equitable limits [^durapin-partial-enforcement][^rinaa-severability-remedy]. ## Which Rhode Island professions have special non-compete bans? {#profession-specific-bans} **Short answer.** Rhode Island has separate statutory bans for physicians and advanced practice registered nurses, each with a sale-of-practice exception for covenants lasting no more than five years [^physician-restrictive-covenants][^aprn-restrictive-covenants]. The physician statute voids restrictions on the right to practice medicine, including geographic practice limits and limits on treating, consulting with, or soliciting current patients. The APRN statute uses parallel language for APRNs licensed under Rhode Island nursing law. Both statutes share the same shape: a categorical ban on practice restrictions, paired with a sale-of-practice exception capped at five years. Outside these regulated professions, Rhode Island has no other occupation-specific non-compete ban, so most workers fall under Chapter 28-59 and common law. ## How do Rhode Island trade-secret rules affect non-compete drafting? {#trade-secrets} **Short answer.** Rhode Island trade-secret law is the main confidentiality alternative to a non-compete. RIUTSA protects qualifying information and authorizes injunctions for actual or threatened misappropriation [^riutsa-trade-secret-definition][^riutsa-injunctive-relief]. RINAA itself preserves agreements not to share trade-secret information after employment [^rinaa-trade-secret-preserved]. That makes trade-secret and confidentiality drafting especially important when a worker falls within a non-compete ban or when a broad activity restraint would be difficult to justify. "Nothing in this section shall preclude an employer from entering into an agreement with an employee not to share any information, including after the employee is no longer employed by the employer, regarding the employer or the employment that is a trade secret."[^rinaa-trade-secret-preserved] RIUTSA also preserves contractual remedies, so a well-drafted NDA can operate alongside statutory trade-secret claims. The safer approach is to define confidential information carefully, reserve trade-secret protection for information that meets the statutory definition, and avoid writing an NDA so broadly that it functions like a hidden non-compete. ## What recent Rhode Island and federal developments should employers monitor? {#recent-developments} **Short answer.** As of June 2, 2026, Rhode Island's enacted baseline remains Chapter 28-59 plus profession-specific statutes and common law. Recent proposals and federal activity matter for monitoring, but they should not be treated as the current Rhode Island rule unless enacted or effective [^rinaa-current-baseline][^aprn-current-baseline]. The 2024 Rhode Island broad-ban bill, H8059/S2436, passed both houses but was vetoed by Governor McKee in June 2024. The 2025 S0302 proposal would have added a $125,000 earnings threshold, but monitor the official General Assembly record before relying on any pending or prior-session bill as law. The federal FTC Non-Compete Rule is also background rather than an operative Rhode Island rule. The rule was challenged, blocked, and later treated by the FTC as not enforceable, so Rhode Island analysis still starts with state statutes, profession-specific statutes, common law, and trade-secret law. > [!NOTE] > **Practice note.** > > Rhode Island non-compete law may change through future legislation, but un-enacted bills do not replace the enacted worker-category statute. Check Chapter 28-59 and any active bill text before reusing a Rhode Island form [^rinaa-current-baseline]. [^about]: By Steven Obiajulu, J.D. Published by [openagreements.org](https://openagreements.org). Last reviewed 2026-06-02. License: CC BY 4.0. Steven Obiajulu, J.D. is admitted in New York, not Rhode Island. This article synthesizes Rhode Island primary law and is not legal advice from a Rhode Island-admitted attorney. This article is for informational purposes only and does not create an attorney-client relationship. [^rinaa-covered-workers]: **R.I. Gen. Laws § 28-59-3** — "A noncompetition agreement shall not be enforceable against the following types of workers:" *R.I. Gen. Laws § 28-59-3(a).* [^rinaa-employee-definition]: **R.I. Gen. Laws § 28-59-2** — "‘Employee’ means an individual who works for hire, including an individual employed in a supervisory, managerial, or confidential position, but shall not include an independent contractor." *R.I. Gen. Laws § 28-59-2(3).* [^rinaa-low-wage-definition]: **R.I. Gen. Laws § 28-59-2** — "‘Low-wage employee’ means an employee whose average annual earnings, as defined in subsection (2), are not more than two hundred fifty percent (250%) of the federal poverty level for individuals as established by the United States Department of Health and Human Services federal poverty guidelines." *R.I. Gen. Laws § 28-59-2(7).* [^durapin-reasonableness-baseline]: **Durapin, Inc. v. American Products, Inc.** — "However, since such provisions are not favored, they are subject to judicial scrutiny and will be enforced as written only if the contract is reasonable and does not extend beyond what is apparently necessary for the protection of those in whose favor it runs." *Durapin, Inc. v. Am. Prods., Inc., 559 A.2d 1051, 1053 (R.I. 1989).* [^rinaa-noncompete-definition]: **R.I. Gen. Laws § 28-59-2** — "‘Noncompetition agreement’ means an agreement between an employer and an employee, or otherwise arising out of an existing or anticipated employment relationship, under which the employee or expected employee agrees that he or she will not engage in certain specified activities competitive with his or her employer after the employment relationship has ended." *R.I. Gen. Laws § 28-59-2(8).* [^durapin-enforcement-elements]: **Durapin, Inc. v. American Products, Inc.** — "Before a court reaches this question, however, the party seeking to enforce a noncompetition provision must show that (1) the provision is ancillary to an otherwise valid transaction or relationship, such as an employment contract or a contract for the purchase and sale of a business, Restatement (Second)" *Durapin, Inc. v. Am. Prods., Inc., 559 A.2d 1051, 1053 (R.I. 1989).* [^cranston-strict-scrutiny]: **Cranston Print Works Co. v. Pothier** — "It is well settled that covenants not to compete are disfavored and subject to strict judicial scrutiny." *Cranston Print Works Co. v. Pothier, 848 A.2d 213, 219 (R.I. 2004).* [^cranston-necessity-limit]: **Cranston Print Works Co. v. Pothier** — "courts should uphold them only to the extent they are necessary to protect the promisee’s legitimate interests." *Cranston Print Works Co. v. Pothier, 848 A.2d 213, 220 (R.I. 2004).* [^walls-continued-employment]: **Griggs & Browne Pest Control Co. v. Walls** — "employment relationship with plaintiff: In consideration for continued employment" *Griggs & Browne Pest Control Co. v. Walls, 313 A.3d 616, 625 (R.I. 2024).* [^walls-involuntary-termination]: **Griggs & Browne Pest Control Co. v. Walls** — "Walls’s argument that an involuntary termination would preclude enforcement of" *Griggs & Browne Pest Control Co. v. Walls, 313 A.3d 616, 627 (R.I. 2024).* [^walls-customer-scope]: **Griggs & Browne Pest Control Co. v. Walls** — "month period, and extends only to plaintiff’s current and previous clients, rather than" *Griggs & Browne Pest Control Co. v. Walls, 313 A.3d 616, 626 (R.I. 2024).* [^walls-pi-posture]: **Griggs & Browne Pest Control Co. v. Walls** — "This Court reviews a trial justice’s decision to grant a preliminary injunction for an abuse of discretion." *Griggs & Browne Pest Control Co. v. Walls, 313 A.3d 616, 623 (R.I. 2024).* [^durapin-partial-enforcement]: **Durapin, Inc. v. American Products, Inc.** — "We believe this is the appropriate time to choose the route that permits unreasonable restraints to be modified and enforced, whether or not their terms are divisible, unless the circumstances indicate bad faith or deliberate overreaching on the part of the promisee." *Durapin, Inc. v. Am. Prods., Inc., 559 A.2d 1051, 1058-59 (R.I. 1989).* [^durapin-no-further-than-necessary]: **Durapin, Inc. v. American Products, Inc.** — "Even under this approach a court will go no further in granting relief than is reasonably necessary to protect a promisee’s legitimate interests." *Durapin, Inc. v. Am. Prods., Inc., 559 A.2d 1051, 1059 (R.I. 1989).* [^rinaa-severability-remedy]: **R.I. Gen. Laws § 28-59-3** — "This section does not render void or unenforceable the remainder of a contract or agreement containing the unenforceable noncompetition agreement, nor does it preclude the imposition of a noncompetition restriction by a court, whether through preliminary or permanent injunctive relief or otherwise, as a remedy for a breach of another agreement or of a statutory or common law duty." *R.I. Gen. Laws § 28-59-3(b).* [^physician-restrictive-covenants]: **R.I. Gen. Laws § 5-37-33** — "Any contract or agreement that creates or establishes the terms of a partnership, employment, or any other form of professional relationship with a physician licensed to practice medicine pursuant to this chapter that includes any restriction of the right of such physician to practice medicine shall be void and unenforceable with respect to said restriction; provided, however, that nothing herein shall render void or unenforceable the remaining provisions of any such contract or agreement." *R.I. Gen. Laws § 5-37-33(a).* [^aprn-restrictive-covenants]: **R.I. Gen. Laws § 5-34-50** — "Any contract or agreement that creates or establishes the terms of a partnership, employment, or any other form of professional relationship with an advanced practice registered nurse (‘APRN’) licensed to practice pursuant to § 5-34-45 that includes any restriction of the right of the APRN to practice shall be void and unenforceable with respect to said restriction; provided, however, that nothing herein shall render void or unenforceable the remaining provisions of any such contract or agreement." *R.I. Gen. Laws § 5-34-50(a).* [^riutsa-trade-secret-definition]: **R.I. Gen. Laws § 6-41-1** — "‘Trade secret’ means information, including a formula, pattern, compilation, program, device, method, technique, or process, that:" *R.I. Gen. Laws § 6-41-1(4).* [^riutsa-injunctive-relief]: **R.I. Gen. Laws § 6-41-2** — "Actual or threatened misappropriation may be enjoined." *R.I. Gen. Laws § 6-41-2(a).* [^rinaa-trade-secret-preserved]: **R.I. Gen. Laws § 28-59-3** — "Nothing in this section shall preclude an employer from entering into an agreement with an employee not to share any information, including after the employee is no longer employed by the employer, regarding the employer or the employment that is a trade secret." *R.I. Gen. Laws § 28-59-3(c).* [^rinaa-current-baseline]: **R.I. Gen. Laws §§ 28-59-1 to 28-59-3** — "This chapter shall be known and may be cited as the ‘Rhode Island Noncompetition Agreement Act.’" *R.I. Gen. Laws § 28-59-1.* [^aprn-current-baseline]: **R.I. Gen. Laws § 5-34-50** — "P.L. 2024, ch. 118, § 1, effective June 17, 2024; P.L. 2024, ch. 128, § 1, effective June 17, 2024." *R.I. Gen. Laws § 5-34-50, history.*