A Florida non-compete agreement is a contract by which one party agrees not to engage in direct competition against another. Typically, an employer uses a non-compete agreement in Florida to ensure that an employee (or independent contractor) leaving the company/business does not share intellectual property (or other valuable business insider information) with the competition—to the detriment of the original employer.
The following offers a quick review of the relevant aspects and limitations of Florida non-compete agreements.
Is a Non-Compete Legally Enforceable in Florida?
Florida Statutes § 542.335 notes that a non-compete agreement in Florida is legally enforceable if the written terms and intent comply with Florida law.
What’s Protected?
Florida’s non-compete agreements, which must be in writing and fully executed, may include provisions to protect the following business activities and assets –
- Trade Secrets [1]
- Confidential or Valuable Business Information
- Significantly Established Customer Relationships
- Customer or Client Goodwill Associated With –
- Ongoing Professional Business/Practice
- A Defined Geographic or Marketing/Trade Area
- Extraordinary or Specialized Training
When Do Non-Compete Agreements Hold Up In Florida?
A non-compete agreement in Florida would meet the required legal threshold if the terms detailed in the written agreement meet legislative requirements in terms of reasonability.
Reasonable Use and Exemptions
Florida non-compete agreements must –
- Be designed to protect a legitimate and authentic business interest.
- Reasonably limit the nature and scope of the restrictions.
Florida exempts mediators and physician specialists from the state’s non-compete agreement laws.
In addition, Florida’s non-compete laws also offer this guidance –
- Enforceable when terminated without cause? – Undecided
- Employee non-solicitation agreement permitted? – Yes
- Customer non-solicitation agreements permitted? – Yes
- Does continuing employment equal sufficient consideration? – Yes
Non-Compete Agreement Florida Limitations
Florida is quite specific in its limitations for non-compete agreements. Any restrictive covenant within the agreement that a legitimate business interest cannot support will be considered unlawful and thus void and unenforceable.
- A non-compete contract in Florida must protect a legitimate and authentic business interest. In other words, there must be a valid and specific business in need of protection.
- The agreement to not compete must also be based on the line of work involved.
Limitations on Time
The scope and nature of Florida’s non-compete agreement must be reasonably limited with regard to time limitations. Only those Florida non-compete agreements – with a scope deemed reasonable (i.e., not overly restrictive), are legally enforceable.
Note: however, that Florida’s Statute of Limitations is five years.
Non-compete Agreement Florida Geographical Limitations
According to Florida law, a non-compete agreement must be reasonable with respect to its geographic scope. Generally, Florida courts enforce geographic restrictions similar to the area where an employee worked. Florida’s non-compete laws do not explicitly address geographic limits based on a specific number of miles; however, case law supports the rule that a non-compete agreement cannot be in a region where the business does not operate.
Blue Penciling Allowed
According to § 542.335(1)(c), Florida allows blue-penciling for a non-compete agreement that is “is overbroad, overlong, or otherwise not reasonably necessary to protect the established legitimate business interest… a court shall modify the restraint and grant only the relief reasonably necessary to protect such interest or interests.”
The responsibility of proving that the agreement is overbroad falls to the person being restrained by the non-compete.
Florida Non-Compete Agreement Sample
Check out the free Non-Compete Agreement Florida in a PDF or Word format, below:
Non-Compete Agreement
