Make a Ohio Non-Compete Agreement

Applicable State Laws - § 1333.81 

In Ohio, non-compete agreements must be mindful not to cause an undue hardship on the employee than necessary to protect the company’s interests. It also may not violate public policy. In Ohio, it is legal for at-will employment situations involving non-competes to be terminated and for non-compete agreements to remain enforceable as long as the provisions in the agreement are considered reasonable. Ohio courts typically do not support non-competes with time restrictions greater than two years. They also generally do not support geographic restrictions that are overly broad.

Protect your Ohio business by also using an Ohio non-disclosure agreement form. Download an Ohio non-disclosure agreement form now!

How to Write an Ohio Non-Compete Agreement

To write an Ohio non-compete agreement, include the following clauses:

• Purpose. This clause explains the purpose of the non-compete agreement: to protect the legitimate interests of the employer. It also identifies the parties by name as well as their roles. The effective date of the contract is listed as well.
• Non-compete. This clause explains the restrictions on time, geographic area, specific and general business practices, working for general or specific competitors, and non-solicitation of clients, customers, and employees.
• Time period. This clause explains when the time period begins. It begins either when the employment relationship begins or when it is terminated.
• Purchase option. This clause explains whether your business will allow the other party to buy their way out of the contract. If so, the amount of the payment is listed in this clause.
• Jurisdiction. This clause states that Ohio laws will govern the agreement.
• Confidential information. This clause defines "confidential information" as any and all technical or non-technical information made available by your business that includes, and is not limited to, data or other proprietary information regarding products, inventions, plans, methods, processes, developmental or experimental products, intellectual property, software, databases, customer lists, vendor or supplier lists, marketing information or methods, reports, business plans, financial information, or other information related to your business or your customers, clients, or consultants that is or may be disclosed to the other party under the terms of this agreement.
• Permitted disclosure. This clause explains when confidential information may be made public without breaching the non-compete agreement. The most common examples include when your business provides written consent to disclose certain information to the public, when information is disclosed to the public at no fault of the other party, or when the other party discovers information on their own without a breach of another party.
• Confidentiality. This clause states that the other party understands the information they may access is confidential. They also agree they will not directly or indirectly disclose it to another party without first receiving written consent from your business. It also states that they agree they will not use the information for any reason except in the course of furthering your business without receiving written consent from your business.
• Consultants and employees bound. This clause states that the agreement binds both consultants and employees to keep the information in the strictest of confidence. It also states that both are on a need-to-know basis.
• Return of materials. This clause states that when the relationship is terminated or when requested by your business, the other party must promptly return all documents and other tangible materials that represent confidential information as well as any other copies that exist. It also states that if your business is made aware of an unauthorized loss of confidential information, your business will notify the other party.
• Remedies. This clause explains the legal remedies your business is entitled to pursue under Ohio law if the other party violates the terms of the agreement. Examples include the recovery of court costs and reasonable attorney fees, the award by an Ohio court of a temporary restraining order or preliminary injunction against the unauthorized use of the information, etc., as well as all other remedies available under Ohio law or as a matter of equity.
• Choice of law. This clause states that the parties agree to choose Ohio law to govern the agreement as well as any disputes that may arise from it.
• Entire agreement. This final clause states that if the parties wish to amend the non-compete, it must be amended in writing. It also states that the amendment must be signed by both parties for the amendment to take effect.

Each party should sign and print their name. Each signature should also be dated. A copy of the executed agreement should be provided to each party for their records.