# Non-Competes in Vermont[^about] A question-by-question summary of Vermont's common-law reasonableness test for restrictive covenants, the leading Vermont Supreme Court cases, and the pending 2025-2026 legislative overhaul (H.205, H.334, H.583). ## Are employee non-compete agreements enforceable in Vermont? {#employee-noncompetes} **Short answer.** Sometimes, under a common-law reasonableness test, but the framework is in active flux as the 2025-2026 legislature advances a sweeping prohibition. Vermont has no general non-compete statute in force as of June 2026. Enforcement is governed by a Vermont Supreme Court reasonableness test that runs back to *Vermont Electric Supply Co. v. Andrus* in 1974: courts enforce a covenant unless it is contrary to public policy, unnecessary for protection of the employer, or unnecessarily restrictive of the employee's rights[^andrus-reasonableness-test], with attention to the subject matter of the contract and the circumstances of performance. The modern articulation in *Systems & Software, Inc. v. Barnes* adopts Restatement-style framing: courts proceed with caution[^barnes-restatement-framing] when asked to enforce covenants against competitive employment because those restraints run counter to public policy favoring the right to engage in lawful commercial activity [^barnes-reasonableness-public-policy]. > [!NOTE] > **Practice note.** > > The Vermont common-law reasonableness test [^andrus-reasonableness-test] still governs new restrictive covenants as of June 2026. But the General Assembly is actively advancing [H.205](https://legislature.vermont.gov/bill/status/2026/H.205) (a strike-all amendment that absorbed the prior H.334 stay-or-pay provisions) and [H.583](https://legislature.vermont.gov/bill/status/2026/H.583) (a healthcare-specific non-compete ban). Both bills are alive in the 2025-2026 session and would substantially supersede the common-law framework if enacted. Track status before relying on existing templates. ## What does Vermont consider a reasonable restriction? {#reasonableness-test} **Short answer.** A restraint is reasonable only if it protects a legitimate employer interest, is no broader than needed, and does not outweigh the employee's hardship and the public's interest in free commerce. The Vermont Supreme Court has rejected the narrow view that non-competes may protect only trade secrets or confidential customer information. In *Systems & Software, Inc. v. Barnes*, the court held that protectable interests extend to things like customer relationships and employee-specific goodwill[^barnes-legitimate-interest-not-only-trade-secrets], not just confidential information already protected by trade-secret law. Vermont also requires the employer to actually prove a protectable interest — generic protection from competition is not enough. In *Barnes*, the Supreme Court accepted that "The trial court found that during his employment with plaintiff, defendant had acquired inside knowledge about the strengths and weaknesses of plaintiff’s products — knowledge that he could use to compete against plaintiff."[^barnes-inside-knowledge] That legitimate interest, in a small market, justified a six-month restraint. The employer carries the burden on reasonable necessity: as *Summits 7* puts it, "[t]he employer has the burden of proving the reasonable necessity of the restrictive covenant."[^summits7-employer-burden] Geography and duration are evaluated together and on a sliding scale. Vermont has upheld a five-year, single-county restraint in *Andrus* (kitchen-installation business in Rutland County) [^andrus-five-year-county], but in *Roy's Orthopedic '82* the Supreme Court reversed enforcement because "the trial court concluded that the restrictive covenant not to compete was reasonably limited to time and place without having made a finding as to what ‘place’ was covered by the agreement."[^roys-82-no-findings-on-place] ## Is continued employment sufficient consideration for a non-compete signed mid-employment? {#mid-employment-consideration} **Short answer.** Yes. In *Summits 7, Inc. v. Kelly*, the Vermont Supreme Court held that continued at-will employment alone is sufficient consideration to support a non-compete entered into during the employment relationship. The court adopted the majority view, agreeing that continued employment alone is sufficient consideration[^summits7-continued-employment-sufficient] for a covenant signed after at-will employment has begun. The rationale is that the at-will employer can fire the employee at any time, so the consideration is the same whether the covenant is signed at hire or later. This sets Vermont apart from neighboring jurisdictions. Massachusetts and New Hampshire commentary generally treat mid-employment non-competes as requiring independent consideration beyond continued at-will employment; in Vermont, no separate signing bonus, raise, or promotion is required as a matter of doctrine. > [!CAUTION] > **Drafting note.** > > Continued employment is enough consideration under *Summits 7*, but the covenant must still satisfy the reasonableness test on its own terms. Adequate consideration does not cure overbreadth in scope, geography, or duration, and the employer still bears the burden of proving reasonable necessity under *Summits 7* and the *Andrus* framework [^summits7-employer-burden-drafting][^andrus-reasonableness-test-drafting]. ## Will Vermont courts blue-pencil or reform an overbroad Vermont non-compete? {#court-narrowing} **Short answer.** Genuinely mixed. The Vermont Supreme Court will not *make* a contract for the parties — it will not, for example, extend an expired time term — but it has also endorsed the modern rule of enforcing covenants *to the extent reasonable* in dicta. The conservative anchor is *Roy's Orthopedic '85*. There, the Vermont Supreme Court refused to extend the covenant's time period because the litigation delay had run out the clock. The court explained that courts construe contracts but will not make them for the parties[^roys-85-no-make-contracts], and rejected the employer's attempt to relabel an extension as a postponed commencement date. The opposite signal comes from *Summits 7* and the Second Circuit. The Vermont Supreme Court observed that most modern courts agree that a trial court can enforce restrictive covenants to the extent that they are reasonable[^summits7-extent-reasonable], and cited *A.N. Deringer, Inc. v. Strough* — the Second Circuit's *Erie* prediction that Vermont would permit enforcement of a defective restrictive covenant to the limit of its validity[^deringer-vt-prediction]. The two strands can be reconciled: Vermont will not rewrite a contract by inventing new terms (no extending time, no judicially imposed geographic line), but a court may enforce only that subset of an overbroad covenant the conduct actually breaches when that subset is plainly within a reasonable restraint. For a clause-by-clause pass over a specific agreement against these drafting rules, the [Vermont non-compete review checklist](/checklists/non-compete/us/vermont) walks the full covenant suite item by item with each requirement's force level. > [!CAUTION] > **Drafting note.** > > Do not draft an intentionally overbroad covenant on the assumption that a Vermont court will narrow it. *Roy's Orthopedic '85* makes clear that Vermont judges will not equitably rewrite the contract — including by extending or shifting a time term — and the partial-enforcement dicta in *Summits 7* and *Deringer* are case-bound rather than a free pass [^roys-85-no-make-contracts][^summits7-extent-reasonable]. ## Are sale-of-business non-competes treated differently in Vermont? {#sale-of-business} **Short answer.** Yes. Sale-of-business covenants get more breathing room than ordinary employment non-competes, especially on duration and geography, when the covenant is part of an arms-length transaction. In *Fine Foods, Inc. v. Dahlin*, the Vermont Supreme Court enforced a five-year, 25-mile restaurant covenant[^fine-foods-five-year-twenty-five-mile] delivered at the closing of a $240,000 sale, with $5,000 separately allocated to the covenant. The court read the covenant's term *occupation* broadly, found the restraint reasonable as to time and place, and rejected the seller's effort to escape it by taking a maître d' job inside the restricted area. *Foti Fuels, Inc. v. Kurrle Corp.* situates the sale-of-business covenant in damages doctrine. There, the asset-purchase agreement contained a five-year non-compete with $30,000 in dedicated consideration[^foti-fuels-five-year-sale], paid in five annual installments. Litigation over an alleged breach turned not on enforceability but on the measure of damages, and the Vermont Supreme Court rejected the trial court's rule that failure to prove lost profits is fatal — the buyer could measure loss by the value of the bargained-for non-compete itself. Sale-of-business reasoning has a contract-formation corollary in *Miller v. Flegenheimer*. The court held that a stock-sale agreement was not enforceable in part because the parties had left material terms open, including whether the contract would include a form of non-compete or non-solicitation agreement[^miller-non-compete-not-essential], the share price, and a claw-back structure. The takeaway: a non-compete is a distinct, bargained-for term in a Vermont stock sale, not an automatic incident. ## What profession-specific or context-specific limits apply to Vermont non-competes? {#profession-specific} **Short answer.** Three categories matter: barber/cosmetology training, attorney practice, and franchisor no-poach enforcement. Healthcare may soon join the list if H.583 passes. Vermont's narrowest categorical bar is in 26 V.S.A. § 281(c), which provides that a school of barbering or cosmetology shall not require a covenant not to compete as a condition of training for licensure[^vt-26-281c-cosmetology-ban]. It is the only generally applicable Vermont statute that voids a category of restrictive covenant outright. Attorneys are separately governed by [Vermont Rule of Professional Conduct 5.6](https://www.vermontjudiciary.org/sites/default/files/documents/VermontRulesofProfessionalConduct.pdf), which prohibits partnership, shareholder, operating, and employment agreements that restrict a lawyer's right to practice after termination, except for agreements concerning retirement benefits [^vt-rpc-56-firm-practice-restrictions]. The rule also bars settlement agreements that restrict a lawyer's future right to practice [^vt-rpc-56-lawyer-practice-restrictions]. The Vermont Attorney General has used antitrust and consumer-protection authority to police franchisor *no-poach* clauses. The 2019 multistate [Five Guys Franchisor settlement](https://www.iowaattorneygeneral.gov/media/cms/Five_Guys_Agreement_Executed_34804FD309F89.pdf) required Five Guys to stop including no-poach provisions in new franchise agreements nationwide [^five-guys-ag-no-poach-settlement]. That enforcement is independent of the common-law non-compete framework. Healthcare-professional non-competes are not yet categorically void, but [H.583](https://legislature.vermont.gov/bill/status/2026/H.583) is moving through the General Assembly: it passed the House on March 20, 2026, the Senate proposed amendments, and on May 22, 2026 the House concurred in the Senate proposal of amendment. If enacted, H.583 would explicitly void noncompetition, nondisclosure, and nondisparagement agreements between licensed healthcare professionals and their employers — with a narrow exception for covenants ancillary to the sale of a 25%-or-greater equity interest. Until H.583 is signed into law, physician non-competes are evaluated under the same *Andrus* / *Barnes* reasonableness test as other employment covenants. ## What pending Vermont legislation matters for restrictive covenants? {#pending-legislation} **Short answer.** Two bills are alive in the 2025-2026 session and would substantially supersede the common-law framework: H.205 (general non-compete and stay-or-pay prohibition, absorbing former H.334) and H.583 (healthcare-professional non-compete ban) [^vt-h205-status-page][^vt-h583-status-page]. **H.205 — general non-compete + stay-or-pay (strike-all amendment).** As of June 2026, [H.205](https://legislature.vermont.gov/bill/status/2026/H.205) is the umbrella vehicle for Vermont's pending non-compete legislation. A strike-all amendment introduced in early 2026 absorbed the stay-or-pay provisions of the separate H.334 bill, and committee markup continued through March 2026. The current bill would void most non-compete agreements with a narrowly drawn carve-out for executive employees above a wage threshold, impose a three-business-day notice period for executive offers, and regulate stay-or-pay and training-repayment agreements as unlawful employment practices unless they satisfy strict voluntariness and proportionality criteria. The bill is titled An act relating to agreements not to compete[^vt-h205-status-page] and was recommitted on March 13, 2026. **H.334 — original stay-or-pay bill (absorbed).** [H.334 as introduced](https://legislature.vermont.gov/Documents/2026/Docs/BILLS/H-0334/H-0334%20As%20Introduced.pdf) was framed as An act relating to limiting employer restrictions on individuals separating from employment[^vt-h334-introduced-pdf], and its substance was folded into the H.205 strike-all amendment. Practitioners tracking either bill should treat H.205 as the operative vehicle. **H.583 — healthcare non-compete ban.** [H.583](https://legislature.vermont.gov/bill/status/2026/H.583), titled An act relating to clinical decision making[^vt-h583-status-page], passed the Vermont House on March 20, 2026, the Senate proposed amendments, and the House concurred in the Senate proposal of amendment on May 22, 2026. If enacted, the bill would explicitly void noncompetition, nondisclosure, and nondisparagement agreements between licensed healthcare professionals and their employers or contracting entities, subject only to a narrow exception for covenants ancillary to the sale of a 25%-or-greater equity interest. > [!NOTE] > **Practice note.** > > None of these bills is in force as of June 2026. The common-law *Andrus* / *Barnes* / *Summits 7* framework still governs new covenants and existing covenants [^andrus-reasonableness-test-pending]. But because H.205 and H.583 contemplate retroactive notice obligations and an anticipated July 1, 2026 effective date, Vermont employers should not rely on existing template rollovers without monitoring the status pages for both bills. ## What alternatives do Vermont employers have if a non-compete isn't enforceable? {#alternatives} **Short answer.** The strongest alternatives are statutory trade-secret protection under the Vermont Trade Secrets Act, narrowly drawn confidentiality and nondisclosure agreements, sale-of-business carve-outs, and garden-leave structures. **Trade-secret protection.** The Vermont Trade Secrets Act (9 V.S.A. §§ 4601-4609) gives employers a statutory remedy that does not depend on a contractual non-compete. Section 4602 provides that a court may enjoin actual or threatened misappropriation of a trade secret[^vtsa-4602-injunctive], with the injunction continued for a reasonable period to eliminate any commercial advantage that would otherwise be derived from misappropriation. Damages, royalties, and exceptional-circumstances royalty-condition orders are also available [^vtsa-4603-damages]. **Narrow confidentiality and NDA terms.** Vermont's reasonableness scrutiny in *Andrus* and *Barnes* applies to restrictive covenants generally, so NDA terms that operate as practical work bans carry non-compete risk [^alternatives-andrus-reasonableness-test][^alternatives-barnes-restatement-framing]. Confidentiality clauses tied to actual confidential information and trade-secret subject matter are easier to defend [^vtsa-4602-injunctive]. **Sale-of-business covenants.** As *Fine Foods*, *Foti Fuels*, and *Miller v. Flegenheimer* together show, covenants ancillary to a real arms-length sale get more breathing room than employment covenants [^alternatives-fine-foods-sale-covenant][^alternatives-foti-fuels-sale-consideration][^alternatives-miller-sale-term-open]. Tie the covenant to dedicated transaction consideration and limit it to the geography of the acquired goodwill [^alternatives-fine-foods-sale-covenant]. **Garden leave.** A paid notice-period structure (employee remains employed but is not working) sidesteps the reasonableness problems of a post-termination restraint by keeping the employer-employee relationship intact. Check pending H.205 before using any separation-payment structure, because H.205 is the active vehicle for Vermont's broader non-compete and stay-or-pay restrictions [^alternatives-vt-h205-status-page]. > [!NOTE] > **Practice note.** > > Do not rely on a Vermont *inevitable disclosure* theory as a primary trade-secret strategy. The Vermont Supreme Court has never adopted inevitable disclosure as a standalone basis for enjoining a former employee, and the VTSA's *actual or threatened* misappropriation standard in § 4602 requires conduct- or threat-specific proof rather than a presumption from new employment alone [^vtsa-4602-injunctive-caution]. [^about]: By Steven Obiajulu, J.D. Published by [openagreements.org](https://openagreements.org). Last reviewed 2026-06-01. License: CC BY 4.0. Steven Obiajulu, J.D. is admitted in New York, not Vermont. This article synthesizes Vermont primary law and is not legal advice from a Vermont-admitted attorney. This article is for informational purposes only and does not create an attorney-client relationship. [^andrus-reasonableness-test]: **Vermont Electric Supply Co. v. Andrus** — "enforcement will be ordered unless the agreement is found to be contrary to public policy, unnecessary for protection of the employer, or unnecessarily restrictive of the rights of the employee, with due regard being given to the subject matter of the contract and the circumstances and conditions under which it is to be performed." *Vt. Elec. Supply Co. v. Andrus, 132 Vt. 195, 315 A.2d 456 (1974).* [^barnes-restatement-framing]: **Systems & Software, Inc. v. Barnes** — "We have stated that ‘we will proceed with caution’ when asked to enforce covenants against competitive employment because such restraints run counter to public policy favoring the right of individuals to engage in the commercial activity of their choice." *Sys. & Software, Inc. v. Barnes, 2005 VT 95, 178 Vt. 389, 886 A.2d 762.* [^barnes-reasonableness-public-policy]: **Systems & Software, Inc. v. Barnes** — "Like many other courts, this Court has adopted a position with respect to enforcement of noncompetition agreements similar to that set forth in § 188(1) of the Restatement (Second) of Contracts (1981) , which provides that a restrictive covenant ‘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.’" *Sys. & Software, Inc. v. Barnes, 2005 VT 95, ¶ 4, 178 Vt. 389, 886 A.2d 762 (quoting Restatement (Second) of Contracts § 188(1) (1981)).* [^barnes-legitimate-interest-not-only-trade-secrets]: **Systems & Software, Inc. v. Barnes** — "noncompetition agreements may protect legitimate employer interests such as customer relationships and employee-specific goodwill that are ‘significantly broader’ than proprietary information such as trade secrets and confidential customer information." *Sys. & Software, Inc. v. Barnes, 2005 VT 95, ¶ 5, 178 Vt. 389, 886 A.2d 762.* [^barnes-inside-knowledge]: **Systems & Software, Inc. v. Barnes** — "The trial court found that during his employment with plaintiff, defendant had acquired inside knowledge about the strengths and weaknesses of plaintiff’s products — knowledge that he could use to compete against plaintiff." *Sys. & Software, Inc. v. Barnes, 2005 VT 95, ¶ 6, 178 Vt. 389, 886 A.2d 762.* [^summits7-employer-burden]: **Summits 7, Inc. v. Kelly** — "[t]he employer has the burden of proving the reasonable necessity of the restrictive covenant." *Summits 7, Inc. v. Kelly, 2005 VT 97, ¶ 14, 178 Vt. 396, 886 A.2d 365.* [^andrus-five-year-county]: **Vermont Electric Supply Co. v. Andrus** — "The area involved was Rutland County, and the defendants had elected to establish their business outside of that county already. After five years,' all restrictions were at an end." *Vt. Elec. Supply Co. v. Andrus, 132 Vt. 195, 199, 315 A.2d 456, 458 (1974).* [^roys-82-no-findings-on-place]: **Roy's Orthopedic, Inc. v. Lavigne (first appeal)** — "the trial court concluded that the restrictive covenant not to compete was reasonably limited to time and place without having made a finding as to what ‘place’ was covered by the agreement." *Roy's Orthopedic, Inc. v. Lavigne, 142 Vt. 347, 454 A.2d 1242 (1982).* [^summits7-continued-employment-sufficient]: **Summits 7, Inc. v. Kelly** — "we agree with the superior court, the majority of other courts, and the recent Restatement draft that continued employment alone is sufficient consideration to support a covenant not to compete entered into during an at-will employment relationship." *Summits 7, Inc. v. Kelly, 2005 VT 97, ¶ 18, 178 Vt. 396, 886 A.2d 365.* [^summits7-employer-burden-drafting]: **Summits 7, Inc. v. Kelly** — "[t]he employer has the burden of proving the reasonable necessity of the restrictive covenant." *Summits 7, Inc. v. Kelly, 2005 VT 97, ¶ 14, 178 Vt. 396, 886 A.2d 365.* [^andrus-reasonableness-test-drafting]: **Vermont Electric Supply Co. v. Andrus** — "enforcement will be ordered unless the agreement is found to be contrary to public policy, unnecessary for protection of the employer, or unnecessarily restrictive of the rights of the employee, with due regard being given to the subject matter of the contract and the circumstances and conditions under which it is to be performed." *Vt. Elec. Supply Co. v. Andrus, 132 Vt. 195, 315 A.2d 456 (1974).* [^roys-85-no-make-contracts]: **Roy's Orthopedic, Inc. v. Lavigne (second appeal)** — "The term of the noncompetition agreement was a matter of contract between the parties. This Court will construe contracts but it will not make them for the parties." *Roy's Orthopedic, Inc. v. Lavigne, 145 Vt. 324, 487 A.2d 173 (1985).* [^summits7-extent-reasonable]: **Summits 7, Inc. v. Kelly** — "Most modem courts agree that a trial court can enforce restrictive covenants to the extent that they are reasonable." *Summits 7, Inc. v. Kelly, 2005 VT 97, ¶ 23, 178 Vt. 396, 886 A.2d 365.* [^deringer-vt-prediction]: **A.N. Deringer, Inc. v. Strough** — "we conclude that Vermont would permit enforcement of a defective restrictive covenant to the limit of its validity." *A.N. Deringer, Inc. v. Strough, 103 F.3d 243, 247-48 (2d Cir. 1996).* [^fine-foods-five-year-twenty-five-mile]: **Fine Foods, Inc. v. Dahlin** — "In addition, a sum of five thousand dollars was paid for the executed covenant alone. Under the circumstances, the restrictions agreed to were reasonable to time and place." *Fine Foods, Inc. v. Dahlin, 147 Vt. 599, 523 A.2d 1228 (1986).* [^foti-fuels-five-year-sale]: **Foti Fuels, Inc. v. Kurrle Corp.** — "The asset-purchase agreement contained a five-year non-competition provision for $30,000 in consideration, to be paid in five equal annual installments." *Foti Fuels, Inc. v. Kurrle Corp., 2013 VT 111, 195 Vt. 524, 90 A.3d 885.* [^miller-non-compete-not-essential]: **Miller v. Flegenheimer** — "whether or not the contract includes a form of non compete or non solicitation agreement, the price to be paid for the shares (as opposed to the Non-Compete Agreement), and the structure of the claw-back provision." *Miller v. Flegenheimer, 2016 VT 125, ¶ 21, 203 Vt. 620, 161 A.3d 524.* [^vt-26-281c-cosmetology-ban]: **26 V.S.A. § 281(c)** — "A school of barbering or cosmetology shall not require, as a condition of training for licensure, that a person enter into a covenant not to compete with the training organization or an affiliate." *26 V.S.A. § 281(c).* [^vt-rpc-56-firm-practice-restrictions]: **Vermont Rule of Professional Conduct 5.6** — "agreement that restricts the right of a lawyer to practice after termination of the relationship," *Vt. R. Prof. Conduct 5.6(a).* [^vt-rpc-56-lawyer-practice-restrictions]: **Vermont Rule of Professional Conduct 5.6** — "(b) an agreement in which a restriction on the lawyer’s right to practice is part of the settlement of a client controversy." *Vt. R. Prof. Conduct 5.6(b).* [^five-guys-ag-no-poach-settlement]: **Five Guys Franchisor, LLC Multistate Settlement Agreement** — "Five Guys agrees that it will no longer include No-Poach Provisions in any of its franchise agreements in the United States signed after the execution date of this Agreement." *Settlement Agreement Between the Settling States and Five Guys Franchisor, LLC, para. 11 (2019).* [^vt-h205-status-page]: **Vt. H.205 (2025-2026) — Bill Status** — "An act relating to agreements not to compete" *H.205, 2025-2026 Gen. Assemb., Reg. Sess. (Vt. 2026) (recommitted Mar. 13, 2026).* [^vt-h583-status-page]: **Vt. H.583 (2025-2026) — Bill Status** — "An act relating to clinical decision making" *H.583, 2025-2026 Gen. Assemb., Reg. Sess. (Vt. 2026) (passed House Mar. 20, 2026; House concurred in Senate proposal of amendment, May 22, 2026).* [^vt-h334-introduced-pdf]: **Vt. H.334 (2025-2026) — As Introduced** — "An act relating to limiting employer restrictions on individuals separating" *H.334, 2025-2026 Gen. Assemb., Reg. Sess. (Vt. 2025) (as introduced).* [^andrus-reasonableness-test-pending]: **Vermont Electric Supply Co. v. Andrus** — "enforcement will be ordered unless the agreement is found to be contrary to public policy, unnecessary for protection of the employer, or unnecessarily restrictive of the rights of the employee, with due regard being given to the subject matter of the contract and the circumstances and conditions under which it is to be performed." *Vt. Elec. Supply Co. v. Andrus, 132 Vt. 195, 315 A.2d 456 (1974).* [^vtsa-4602-injunctive]: **9 V.S.A. § 4602 — Injunctive relief** — "A court may enjoin actual or threatened misappropriation of a trade secret. Upon application to the court, an injunction shall be terminated when the trade secret has ceased to exist, but the injunction may be continued for an additional reasonable period of time in order to eliminate commercial advantage that otherwise would be derived from the misappropriation." *9 V.S.A. § 4602(a).* [^vtsa-4603-damages]: **9 V.S.A. § 4603 — Damages** — "Except to the extent that a material and prejudicial change of position prior to acquiring knowledge or reason to know of misappropriation renders a monetary recovery inequitable, a complainant is entitled to recover damages for misappropriation." *9 V.S.A. § 4603(a)(1).* [^alternatives-andrus-reasonableness-test]: **Vermont Electric Supply Co. v. Andrus** — "enforcement will be ordered unless the agreement is found to be contrary to public policy, unnecessary for protection of the employer, or unnecessarily restrictive of the rights of the employee, with due regard being given to the subject matter of the contract and the circumstances and conditions under which it is to be performed." *Vt. Elec. Supply Co. v. Andrus, 132 Vt. 195, 315 A.2d 456 (1974).* [^alternatives-barnes-restatement-framing]: **Systems & Software, Inc. v. Barnes** — "Like many other courts, this Court has adopted a position with respect to enforcement of noncompetition agreements similar to that set forth in § 188(1) of the Restatement (Second) of Contracts (1981) , which provides that a restrictive covenant ‘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.’" *Sys. & Software, Inc. v. Barnes, 2005 VT 95, ¶ 4, 178 Vt. 389, 886 A.2d 762 (quoting Restatement (Second) of Contracts § 188(1) (1981)).* [^alternatives-fine-foods-sale-covenant]: **Fine Foods, Inc. v. Dahlin** — "In addition, a sum of five thousand dollars was paid for the executed covenant alone. Under the circumstances, the restrictions agreed to were reasonable to time and place." *Fine Foods, Inc. v. Dahlin, 147 Vt. 599, 523 A.2d 1228 (1986).* [^alternatives-foti-fuels-sale-consideration]: **Foti Fuels, Inc. v. Kurrle Corp.** — "The asset-purchase agreement contained a five-year non-competition provision for $30,000 in consideration, to be paid in five equal annual installments." *Foti Fuels, Inc. v. Kurrle Corp., 2013 VT 111, 195 Vt. 524, 90 A.3d 885.* [^alternatives-miller-sale-term-open]: **Miller v. Flegenheimer** — "whether or not the contract includes a form of non compete or non solicitation agreement, the price to be paid for the shares (as opposed to the Non-Compete Agreement), and the structure of the claw-back provision." *Miller v. Flegenheimer, 2016 VT 125, ¶ 21, 203 Vt. 620, 161 A.3d 524.* [^alternatives-vt-h205-status-page]: **Vt. H.205 (2025-2026) — Bill Status** — "An act relating to agreements not to compete" *H.205, 2025-2026 Gen. Assemb., Reg. Sess. (Vt. 2026) (recommitted Mar. 13, 2026).* [^vtsa-4602-injunctive-caution]: **9 V.S.A. § 4602 — Injunctive relief** — "A court may enjoin actual or threatened misappropriation of a trade secret." *9 V.S.A. § 4602(a).*