Make a Mississippi Non-Compete Agreement

Applicable State Laws - None 

Although Mississippi has no specific laws that govern non-compete agreements, these agreements must be reasonable when they are drafted. This means that:

• They must be reasonable in geographic scope. For example, it would be unreasonable to state that the former employee may not work anywhere within the United States or that they may not work anywhere between Mississippi and New York. That geographical area would not be reasonable in nature.
• They must be reasonable in time period. Time restrictions can be tricky depending on the line of business. This highlights the importance of discussing non-compete matters with an employment law attorney. According to the Mississippi Court of Appeals, individual freedom to work and public policy must be considered in addition to the ability for the business to succeed in the competitive market. Time periods that are deemed unreasonable by the Mississippi courts may be modified.
• They may not cause undue hardship on the former employee. If it does, Mississippi Courts may disfavor it.
• Although continued employment may be adequate consideration in many circumstances, courts may question this if they are terminated shortly after signing the non-compete agreement.

Remember, the Supreme Court requires reasonable terms in this type of employment agreement in order for it to be upheld.

Protect your Mississippi business by also using a Mississippi non-disclosure agreement form. Download a Mississippi non-disclosure agreement form now!

How to Write a Mississippi Non-Compete Agreement

To write a Mississippi non-compete agreement, include the following clauses, remembering to keep them reasonable in scope:

• Purpose. This clause states the purpose of the non-compete agreement: to protect legitimate business interests. It also identifies the parties and their roles and includes the effective date of the contract. It may also state that "confidential information" may be referred to as "proprietary information."
• Non-compete. This clause lists the restrictions on time, the geographic area, general and specific business practices, non-solicitation of customers and clients, restrictions on working for general or specific competitors, restrictions on general or specific business activities, and non-solicitation of employees.
• Time period. This clause may restate the restriction on time. It also states when the time period begins: either at the beginning of the employment relationship or when it terminates.
• Purchase option. This clause states whether your business will give the signing party the option to make a specific payment to get out of the contract. If your business will allow this, the amount they need to pay is listed in this clause.
• Jurisdiction. This clause states that Mississippi law will govern the agreement.
• Confidential information. This clause states the term "confidential information" as it is used throughout the agreement refers to any and all technical and non-technical information provided by your business that includes, and is not limited to, any data or other proprietary information related to products, inventions, plans, methods, processes, developmental or experimental products, intellectual property, software, databases, customer lists, vendor or supplier lists, marketing methods, reports, business plans, financial information, or other information related to your business or any customers, clients, consultants, or licensees made known to the signing party under the terms of this agreement.
• Permitted disclosure. This clause explains the parameters that occur when confidential information is no longer confidential. Usually, this happens when information becomes public without any fault of the signing party, when the information is discovered by the signing party on their own without a breach of another person, or when your business provides written consent to release certain information to the public.
• Confidentiality. This clause states the signing party acknowledges the information that they may access is confidential. They agree that they will not directly or indirectly disclose it to another party without receiving written consent from your business. This clause also states that the signing party will not use the information for any reason except to further your business without first receiving written permission from your business.
• Consultants and employees bound. This clause states that the agreement binds both consultants and employees to keep confidential information in the strictest of confidence. It also states that they are on a need-to-know basis.
• Return of materials.  This clause states that when the non-compete is terminated or when requested by your business, the signing party must return all documents and other tangible materials that represent the confidential information of the business and any copies that exist promptly. It also states that your business will notify the signing party upon discovering any loss or unauthorized disclosure of the confidential information.
• Remedies. This clause explains the remedies your business is entitled to pursue under Mississippi law if the signing party breaches the agreement. Some examples include the recovery of court costs, the recovery of reasonable attorney fees, the award by a court of a temporary restraining order, the award by a court of a preliminary injunction against the unauthorized use, etc., as well as all other available remedies according to Mississippi law and available as a matter of equity.
• Choice of law. This clause states that the parties agree to choose Mississippi law as the law to govern the agreement.
• Entire agreement. This clause states that the entire agreement may only be amended in writing. The amendment is only valid if the parties sign the agreement.

The parties must sign and print their names. The signatures should be dated. Once finalized, the parties should each receive a copy of the agreement for their records.