Make a Virginia Non-Compete Agreement

Applicable State Laws - None

In Virginia, non-compete agreements may protect trade secrets, confidential information, knowledge of operational methods, protection from unfair competition, and protect customer contracts. However, as a former employer, the agreement must only be as broad as necessary to protect legitimate business interests. It cannot be unnecessarily burdensome in geographic scope or time. It must adhere to sound public policy as well. In short, the former employee still must be able to earn a living.

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

How to Write a Virginia Non-Compete Agreement

To write a Virginia non-compete agreement, include the following clauses:

• Purpose. This clause explains the purpose of the non-compete: to protect the legitimate interests of the employer. It also identifies the parties, their roles, and the effective date.
• Non-compete. This clause explains the restrictions the employee is bound to follow when signing the non-compete agreement. It includes the time period, geographic areas, general and specific business practices, working for general and specific competitors, and non-solicitation of customers, clients, and employees.
• Time period. This clause states when the time period begins, either at the beginning of the employment relationship or when it terminates.
• Purchase option. This clause states whether the employer will allow the employee the option of buying out the contract. If so, the price the employee must pay is listed in this clause.
• Jurisdiction. This clause sets Virginia laws as the laws that will govern the non-compete agreement.
• Confidential information. This clause defines "confidential information" as any and all technical and non-technical information provided by the employer 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 information, reports, business plans, financial information, or other information regarding the employer or any of their customers, clients, or consultants that is or may be provided to the employee under the terms of the agreement.
• Permitted disclosure. This clause explains when it is acceptable to disclose confidential information. For example, when information becomes public through no fault of the employee, when the employee discovers the information on their own without a breach of another person, or when specific information is released to the public after the employer provides written consent.
• Confidentiality. This clause states that the employee acknowledges the information they may access is confidential. They agree they will not directly or indirectly communicate it to another party without the employer’s written consent. They also agree that they will not use the information for any purpose except to further the business without written consent.
• Consultants and employees bound. This clause states that both consultants and employees are bound to keep information they are privy to 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 employment relationship ends or when requested by the employer, the employee is required to promptly return any documents and tangible materials representing the confidential information and any existing copies. The clause also states that the employer will notify the employee upon discovering any unauthorized loss of confidential information.
• Remedies. This clause explains the legal remedies the employer may be entitled to pursue if the employee violates the non-compete agreement. This may include the recovery of court costs and reasonable attorney fees, the award of a Virginia court of a temporary restraining order or preliminary injunction against the unauthorized use of information, as well as all other remedies available under Virginia law or as a matter of equity.
• Choice of law. This clause states that the parties choose Virginia law to govern the agreement and any disputes may arise.
• Entire agreement. This final clause states that the entire agreement may only be amended in writing and only if the parties sign the amendment.

The employer and the employee must sign and print their name. Their signatures must be dated. Each party should receive a copy of the finalized agreement for their records.