Are non-competes enforceable everywhere?

Enforceability depends on state law and the clause's reasonableness. California broadly disfavors non-competes; other states enforce them if limited in scope, duration, and geography. Tailor clauses to the governing state's standards to improve enforceability.

Can the agreement be signed electronically?

Yes. Electronic signatures satisfy the ESIGN Act (15 U.S.C. ch. 96) and UETA where adopted, provided intent, consent, attribution, and record retention are satisfied. Consumer-facing disclosures may be required in some contexts.

How long should restrictions last?

Duration should be narrowly tailored to protect legitimate business interests. Common periods range from six to 24 months depending on role and industry; reasonableness is key to avoiding court invalidation.

Do I need a notary or witnesses?

Most states do not require notarization for employment non-competes, but notarization or witnesses can strengthen evidentiary weight. Check local rules if the agreement will be filed or used in litigation.

What happens if an employee signs then objects?

Courts review consideration, voluntariness, and reasonableness. If a clause is overly broad, a court may refuse to enforce it, reform it, or sever invalid terms; documentation of consideration helps defense.

How do I revoke or amend the agreement?

Revocation or amendment generally requires mutual written consent. Employers can offer new consideration for revised terms; record any changes and obtain fresh signatures to avoid disputes.

Electronic Signature
Templates
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Non-Compete and Non-Solicitation Agreement

Non-Compete and Non-Solicitation Agreement

This template is fully customizable. Edit the text, fill out the fields, and send it for signature. Give it a try!

NON-COMPETE LETTER TO EMPLOYEES

Employee name and address

Dear :

During the course of your employment with , you will meet and come in contact with many of the company's clients, and acquire many company-sponsored skills.

As part of our employment arrangement with you, kindly sign, date, and return to us this letter indicating you agree with this non-compete agreement.

In the event you leave our employment for any reason whatsoever and within a period of years from the date on which your employment is terminated, if you serve a client or competitive company of ours in your individual capacity, as a partner or stockholder in another firm, or an employee of another individual or firm, or in any other manner in a professional capacity (the character of such services being similar to those services previously rendered to such a client or competitor by us), you will pay to an amount (determined on the accrual basis) equal to the latest year's fee earned by us from such client or an amount for competitive disadvantage.

Payment of any sums due, shall be made in four (4) quarterly installments, the first payment being due on the day that the initial service is rendered to the client or competitor, with a quarterly installment due on the corresponding day of every third (3^rd) month thereafter until the sum is paid in full.

Sincerely,

Human Resources Manager:

Date:

Acknowledged and agreed to in full:

Employee Signature:

Date:

What the Non-Compete and Non-Solicitation Agreement Covers

A Non-Compete and Non-Solicitation Agreement is a written contract where an employee or contractor agrees to limit competitive activity and solicitation of customers or staff for a defined period and geographic area after separation. The document typically defines restricted activities, duration, geographic scope, permitted work, and the employer's consideration. It can include non-solicit clauses that bar outreach to clients or employees and non-compete clauses that restrict working for direct competitors. Electronic execution is legally valid under the ESIGN Act (15 U.S.C. ch. 96) and state UETA laws when intent, consent, attribution, and retention requirements are met.

Why this agreement matters to employers and key hires

The agreement protects proprietary client lists, trade secrets, and workforce stability by setting enforceable boundaries. Clear, narrowly tailored restrictions reduce litigation risk, improve recruitment clarity, and help preserve goodwill and confidential information while specifying compensation or consideration for the restrictions.

Typical users and scenarios for this agreement

Employers and professionals use these agreements when a role involves sensitive client relationships, trade secrets, or strategic business knowledge.

Startups hiring senior leaders who access IP and client strategy.
Sales organizations protecting client lists and post-employment solicitation.
Professional services firms onboarding partners or fee-generating staff.

Primary signers and decision-makers

Employer — General Counsel

A general counsel or HR leader reviews enforceability, ensures consideration is adequate, and confirms the agreement aligns with corporate policies and state-specific limits.

Employee — Executive

An executive or employee with access to confidential client and product information signs to accept post-employment restrictions and should seek independent counsel when necessary.

Core parts of a professional Non-Compete and Non-Solicitation Agreement

A well-structured agreement clearly defines parties, restricted activities, duration, geography, consideration, and remedies to maximize enforceability while minimizing ambiguity.

Parties

Identify the employer entity and the individual or contractor by full legal name, including business type for corporations or LLCs, to avoid ambiguity in enforcement.

Restricted Activities

Specify the exact competitive activities that are prohibited, such as working for named competitors, soliciting clients by name or account type, or using specific confidential processes.

Duration

State a clear time period for restrictions (for example, six or 12 months) and show why the duration is reasonable based on industry and role.

Geographic Scope

Describe the geographic limits precisely—by county, state, or market area—and align them with where the employer actually does business.

Consideration

Document the value exchanged for the restriction, such as employment, bonus, promotion, equity, or a separate payment, to support enforceability.

Remedies

Set out injunctive relief, liquidated damages (if appropriate), fee-shifting, and other remedies while ensuring they remain reasonable and legally permissible.

Compliance and security items to note

Encryption in transit: TLS 1.2/1.3

Encryption at rest: AES-256

Audit trail: Detailed signed-event log

Regulatory frameworks: ESIGN and UETA compliance

Health data needs: HIPAA requires a BAA

Certification options: SOC 2 Type II available

Step-by-step: prepare, sign, and retain the agreement

Follow these steps to create a clear, enforceable agreement and record its execution securely.

01

Draft clearly: Define role, activities, duration, geography, and consideration.
02

Review state law: Confirm enforceability rules and limits in the governing state.
03

Obtain signatures: Have all parties sign and date, and capture witness or notary if required.
04

Store record: Save executed PDF and audit trail in secure records retention system.

Typical electronic workflow for execution and delivery

An efficient e-signature workflow reduces friction while preserving the evidence needed for enforcement.

Upload document: Add editable fields for names, dates, and signatures.
Assign signers: Specify signer order and contact emails.
Authenticate signer: Use email, SMS code, or stronger methods as needed.
Capture audit trail: Record IP, timestamp, and signing events.

Recommended field and routing configuration for digital signing

Configure fields and authentication to match the agreement's sensitivity and the governing law's requirements.

Field	Configuration
Signature	Required; capture date and full name
Initials	Optional; use for page-by-page acknowledgment
Authentication	Email + SMS code for employee signers
Routing	Signers in role order with final copy to HR

Technical needs for secure e-signing and storage

Ensure the signing platform supports legal validity, secure storage, and required authentication methods.

File formats: PDF, DOCX supported
Integrations: Connectors for HR and CRM systems
Signer authentication: Email, SMS, KBA, or SSO

Timing and key deadlines to observe

Plan execution and notice windows so restrictions take effect and evidence is preserved for potential enforcement.

Before start date:

Sign offer-linked agreements before the employee begins work.

Upon promotion:

Execute updated agreement when new duties or compensation change.

Notice of enforcement:

Provide prompt written notice before alleging breach.

Retention trigger:

Record retention begins on effective date or execution date.

Statute consideration:

Check state statute of limitations before filing suit.

Common penalties and legal risks of a flawed agreement

Unenforceability: Court may strike overly broad restrictions

Injunction risk: Employer may face denial of relief if clause is unreasonable

Monetary damages: Damages may be awarded or contested

Fee exposure: Potential for fee-shifting under contract terms

Employee retaliation: Claims of restraint of trade or wrongful termination

Reputational harm: Aggressive enforcement can impact hiring and public image

Pricing and capability snapshot for common eSignature vendors

Compare starting costs and core capabilities relevant to executing Non-Compete and Non-Solicitation Agreements; signNow is listed first per vendor comparison norms.

	signNow	DocuSign	Adobe Sign	PandaDoc	HelloSign
Starting Price	$8/user/mo	$15/user/mo	$14/user/mo	$19/user/mo	$15/user/mo
Free Trial	7-day free trial	Varies	Varies	Varies	Varies
Bulk Send	Yes	Yes	Yes	Yes	No
Audit Trail	Yes	Yes	Yes	Yes	Yes
HIPAA Compliant	Yes	Yes	Yes	No	No
Envelope Cap	No cap	100 env/user/yr	Varies by plan	Varies by plan	Varies by plan

Frequently asked questions about non-competes and electronic signing

Answers to common legal and practical questions about drafting, signing, and enforcing Non-Compete and Non-Solicitation Agreements.

Need help? Contact support

Are non-competes enforceable everywhere?
Enforceability depends on state law and the clause's reasonableness. California broadly disfavors non-competes; other states enforce them if limited in scope, duration, and geography. Tailor clauses to the governing state's standards to improve enforceability.
Can the agreement be signed electronically?
Yes. Electronic signatures satisfy the ESIGN Act (15 U.S.C. ch. 96) and UETA where adopted, provided intent, consent, attribution, and record retention are satisfied. Consumer-facing disclosures may be required in some contexts.
How long should restrictions last?
Duration should be narrowly tailored to protect legitimate business interests. Common periods range from six to 24 months depending on role and industry; reasonableness is key to avoiding court invalidation.
Do I need a notary or witnesses?
Most states do not require notarization for employment non-competes, but notarization or witnesses can strengthen evidentiary weight. Check local rules if the agreement will be filed or used in litigation.
What happens if an employee signs then objects?
Courts review consideration, voluntariness, and reasonableness. If a clause is overly broad, a court may refuse to enforce it, reform it, or sever invalid terms; documentation of consideration helps defense.
How do I revoke or amend the agreement?
Revocation or amendment generally requires mutual written consent. Employers can offer new consideration for revised terms; record any changes and obtain fresh signatures to avoid disputes.

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