Federal Antitrust Laws: Sherman Antitrust Act and Federal Trade Commission Act must be considered to ensure the agreement doesn't violate federal competition laws
DTSA Compliance: Defense of Trade Secrets Act (DTSA) considerations for protecting trade secrets at the federal level
State Non-Compete Laws: State-specific regulations governing non-compete and non-solicitation agreements, which vary significantly by jurisdiction
State Trade Secret Laws: State-specific laws protecting trade secrets and confidential information
Geographic Scope: Agreement must have reasonable geographic limitations that are justifiable based on business interests
Time Duration: Agreement must specify reasonable time limitations for the non-solicitation provisions
Independent Contractor Classification: IRS guidelines and state-specific tests for proper classification of independent contractors
Legitimate Business Interest: Agreement must be tied to protecting legitimate business interests such as customer relationships and confidential information
Consideration Requirement: Adequate consideration must be provided to make the agreement legally binding, particularly for existing contractors
California Restrictions: Special consideration for California law which generally prohibits non-compete agreements and heavily restricts non-solicitation provisions
Enforceability Standards: Agreement must meet reasonableness standards and public policy considerations specific to each jurisdiction
Industry Regulations: Specific industry regulations that may affect the scope and enforceability of the non-solicitation agreement
