Make a Missouri Non-Compete Agreement

Applicable State Laws - 28 Mo. Stat. Ann. Section 431.202 of the Missouri Revisor of Statutes 

In Missouri, non-compete agreements may be written to protect the legitimate interests of the employer. They must be reasonable in both time limits as well as geographic areas (absent of a legitimate business interest, they can last no longer than one year). They may not be unreasonably burdensome on the employee. There are limits on how these agreements may be used with secretaries and clerks.

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

How to Write a Missouri Non-Compete Agreement

To write a Missouri non-compete agreement, review the state law. Consider seeking legal advice as well. Include the following clauses:

• Purpose. This clause explains the purpose of the agreement: to protect the legitimate business interests of the business. It also identifies the parties and their roles as well as provides the effective date of the contract. It may also explain that the term "proprietary information" may be used interchangeably or in place of the term "confidential information."
• Non-compete. This clause explains the time restrictions, geographic area restrictions, restrictions on business practices, non-solicitation of customers and clients, restrictions on working with general or specific competitors, restrictions on general or specific business activities, and non-solicitation of employees.
• Time period. This clause may restate the time period of the non-compete. It is also used to state when that time period begins, either when the employment relationship begins or when it is terminated.
• Purchase option. This clause is used to express whether your business will allow the signing party to pay a specific amount to get out of the contract. If this will be allowed, the payment amount is listed in the clause.
• Jurisdiction. This clause states that Missouri laws will be used to govern the agreement.
• Confidential information. This clause states the term "confidential information," as mentioned in the agreement, refers to any and all technical and non-technical information provided by your business. It includes, and is not limited to, any data or other proprietary information related to products, inventions, plans, methods, processes, developmental products, experimental products, intellectual property, software, databases, customer lists, vendor lists, supplier lists, marketing methods, reports, business plans, financial information, or other information or data related to your business or any of your customers, clients, consultants, or licensees disclosed to the signing party under the terms of the agreement.
• Permitted disclosure. This clause explains when confidential information is no longer considered confidential. Generally, this happens when information is made public through no fault of the signing party, when the information is discovered by the signing party on their own with no breach made by another party, or when your business provides written consent to release specific information to the public.
• Confidentiality. This clause states that the signing party acknowledges the information they may access is confidential and they agree they won't directly or indirectly communicate the information to another party without receiving written consent from your business. It also states that they will not use the information for any reason other than to further the business unless they receive written consent from the business.
• Consultants and employees bound. This clause states the agreement binds both consultants and employees to keep the information they receive in the strictest of confidence. It also states that the consultants and employees are on a need-to-know basis with information.
• Return of materials. This clause states that when the agreement is terminated or when requested by your business, the signing party is required to promptly return all documents and other tangible materials that represent the confidential information of the business as well as any existing copies. This clause further states that your business will notify the signing party if there is a loss of confidential information.
• Remedies. This clause explains the remedies your business is entitled to pursue under Missouri law if the signing party breaches its obligations. Examples may include the recovery of court costs and reasonable attorney fees as well as the award by a Missouri court of a temporary restraining order or a preliminary injunction against the unauthorized use of the confidential information, etc., as well as all other remedies as provided by Missouri law or as a matter of equity.
• Choice of law. This clause states that the parties agree to choose Missouri law as the governing law for the agreement.
• Entire agreement. This final clause of the agreement states that to amend the non-compete, it must be done in writing and that the parties must sign the amendment.

Both parties must sign and print their names. The signatures must be dated. Each party should receive a copy of the executed agreement for their records.