Non-Compete/Non-Disclosure Agreement for Delaware
Generate a non-compete/non-disclosure agreement that complies with Delaware law, with 4 mandatory clauses and 6 compliance checks built in.
What's required
Reasonableness and Balancing Test Acknowledgment
Weichert Co. of Pa. v. Young, 2007 WL 4372823 (Del. Ch.)
Garden Leave Provision
Del. Ch. equity principles; FP UC Holdings, LLC v. Hamilton, 2020 WL 1492783 (Del. Ch.)
Specific Restrictions Definition
Del. Ch. equity jurisprudence
Severability and Blue Pencil
Del. Ch. blue pencil doctrine
What's prohibited
Indefinite or perpetual non-compete restrictions
Delaware courts require non-competes to have a reasonable temporal duration. Indefinite or perpetual restrictions fail the Chancery Court's balancing test and are unenforceable.
Restriction on all employment in any capacity with any competitor
Delaware courts scrutinize activity restrictions and require them to be narrowly tailored. A restriction preventing all employment with competitors (regardless of role or function) is likely overbroad.
Non-Compete/Non-Disclosure Agreement in other jurisdictions
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