Make a Oregon Non-Compete Agreement

Applicable State Laws - ORS 653.295 

When it comes to Oregon non-compete agreements, there are several restrictions for Oregon employers.

• A copy of the terms of the noncompetition agreement must be provided at least two weeks before employment, along with a written employment offer, begins or with the bona fide advancement of employees of the employer.
• An employee is an executive, administrative, or professional, they must meet a minimum annual gross salary and be exempt from the minimum wage.
• Must be reasonably restricted in both time and space; as of January 1, 2016, a non-compete may not last for longer than 18 months.
• The restrictions must be fair to the employer's interests and to employees.
• It must not injure public policy.
• Qualifying garden leave clauses are enforceable.
• As of January 1, 2020, within 30 days of termination of employment, former employers are required to provide former employees with a copy of the written and signed a non-compete agreement.

There are special rules that apply to on-air talent and non-compete agreements.

The Oregon Legislature provides information for employers about the termination of the employee and the use of these agreements.

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

How to Write an Oregon Non-Compete Agreement

To write an Oregon non-compete agreement, review the state law and the information on Oregon Legislature's website. Include the following clauses in the non-compete:

• Purpose. This clause explains the purpose of the non-compete: to protect the legitimate interests of the business.  It also identifies the parties and their roles and provides the effective date of the contract.
• Non-compete. This clause provides the details on the restrictions of the agreement: the time period (which can be no longer than 18 months), the geographic area, the general and specific business practices and activities, working for general or specific competitors, and non-solicitation of customers, clients, and employees.
• Time period. This clause explains when the time restriction starts. While it could be when the employment relationship begins, it most commonly begins on the date of the termination of the employee.
• Purchase option. This clause explains whether your business will allow the other party to pay a price to get out of the contract. If so, the amount that must be paid is listed in this clause.
• Jurisdiction. This clause states that Oregon laws will govern the agreement.
• Confidential information. This clause defines "confidential information" as any and all technical and non-technical information provided by your business including, and not limited to, data or other proprietary information related to products, inventions, plans, product launch 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 professional information related to your business or any of your customers, clients, or consultants that is made available to the other party under the terms of the agreement.
• Permitted disclosure. This clause explains when it is permitted to disclose what is normally considered confidential information. Common occurrences include when written consent is provided by the business to release specific information to the public, information is released through no fault of the signing party, and the signing party finds certain information on their own without the breach of another party.
• Confidentiality. This clause states that the signing party understands the information they may access is confidential. They agree they will not directly or indirectly disclose it to another party without the written consent of the business. They also agree they will not use the information for any reason other than to further the business.
• Consultants and employees bound. This clause states an agreement binds both consultants and employees to keep the information they have in strict confidence. It also states that they are on a need-to-know basis.
• Return of materials. This clause states that when the relationship is terminated or requested by the business, the signing party must return all documents and other tangible materials representing the confidential information of the business and any copies that exist. It also states that any loss of confidential information will be reported to the signing party by your business.
• Remedies. This clause lists the remedies your business is entitled to pursue under Oregon law if the signing party breaches its obligations. Examples include the recovery of court costs and reasonable attorney fees, the award by the court of a temporary restraining order or preliminary injunction against the unauthorized use of information, etc., as well as other remedies available under Oregon law or as a matter of equity.
• Choice of law. This clause states that the parties agree to choose Oregon law to govern the agreement and any disputes that may arise.
• Entire agreement. This is the final clause of the agreement. It states that the entire agreement may be amended in writing if the parties sign the amendment.

The parties should sign and print their names. The signatures should be dated. Each should receive a copy for their records after the document is executed.