Covenants not to compete are commonly found in many employment contracts, licensing agreements, franchise agreements, and similar commercial transactions. Businesses spend a significant amount of resources to improve their products, services, and business processes. To protect these assets, companies may choose to install safeguards to protect a company’s business interests, goodwill, and trade secrets, and maintain the company’s competitive edge in the marketplace. Because non-compete provisions are common, parties should be aware of how these clauses impact their business and employment prospects, as the case may be.
To be enforceable, a covenant not to compete must be ancillary to or part of an otherwise enforceable agreement and its limitations as to time, geographical area, and scope of activity must be reasonable. TEX. BUS. & COM. CODE ANN. § 15.50(a). The analysis evaluates whether the restrictions are reasonable by balancing each party’s interests.
Scope of Activity to be restrained must be related to the work rendered to former employer . Non-competes cannot impose industry-wide restrictions. However, a non-compete provision that prohibits an employee from dealing with the employer’s clients, prospective or actual, is usually binding. Investors Diversified Servs., Inc. v. McElroy, 645 S.W.2d 338, 339 (Tex. App.—Corpus Christi 1982).
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