[{"data":1,"prerenderedAt":-1},["ShallowReactive",2],{"detail-sidebar-cat-1-en-105":3,"doc-seo-282420-105":53,"doc-detail-282420-en":127},{"code":4,"msg":5,"data":6},0,"success",[7,14,19,24,29,34,39,44,49],{"id":8,"doc_module":9,"doc_module_name":10,"category_name":11,"show_sort_weight":12,"slug":13},11,1,"Template","Presentations",90,"presentations",{"id":15,"doc_module":9,"doc_module_name":10,"category_name":16,"show_sort_weight":17,"slug":18},12,"Resumes",80,"resumes",{"id":20,"doc_module":9,"doc_module_name":10,"category_name":21,"show_sort_weight":22,"slug":23},14,"Invoices",70,"invoices",{"id":25,"doc_module":9,"doc_module_name":10,"category_name":26,"show_sort_weight":27,"slug":28},15,"Posters",60,"posters",{"id":30,"doc_module":9,"doc_module_name":10,"category_name":31,"show_sort_weight":32,"slug":33},16,"Social Media",50,"social-media",{"id":35,"doc_module":9,"doc_module_name":10,"category_name":36,"show_sort_weight":37,"slug":38},17,"Forms",40,"forms",{"id":40,"doc_module":9,"doc_module_name":10,"category_name":41,"show_sort_weight":42,"slug":43},18,"Letters",30,"letters",{"id":45,"doc_module":9,"doc_module_name":10,"category_name":46,"show_sort_weight":47,"slug":48},21,"Paper Templates",5,"papers-templates",{"id":50,"doc_module":9,"doc_module_name":10,"category_name":51,"show_sort_weight":4,"slug":52},158,"General","general-158",{"code":4,"msg":54,"data":55},"ok",{"site_id":56,"language":57,"slug":58,"title":59,"keywords":60,"description":61,"schema_data":62,"social_meta":120,"head_meta":122,"extra_data":124,"updated_unix":126},105,"en","restrictive-covenants-limits-and-enforcement","Restrictive Covenants - Limits and Enforcement","","Restrictive covenants are critical to the employment relationship, yet they often receive little attention until separation negotiations or litigation arise. The document explains common restrictive covenant types—non-competition, non-solicitation, and confidentiality—along with related ownership and prior-employer acknowledgement requirements. It details enforceability standards under New York law, including reasonableness in time and area and the necessity to protect legitimate interests. It also discusses how courts may “blue pencil” provisions and analyze non-competition and non-disclosure disputes.",{"@graph":63,"@context":119},[64,80,102],{"@type":65,"itemListElement":66},"BreadcrumbList",[67,71,74,77],{"item":68,"name":69,"@type":70,"position":9},"https://docshare.wps.com","Home","ListItem",{"item":72,"name":10,"@type":70,"position":73},"https://docshare.wps.com/template/",2,{"item":75,"name":41,"@type":70,"position":76},"https://docshare.wps.com/template/letters/",3,{"item":78,"name":59,"@type":70,"position":79},"https://docshare.wps.com/template/restrictive-covenants-limits-and-enforcement/282420/",4,{"url":78,"name":59,"@type":81,"image":82,"author":87,"headline":59,"publisher":90,"fileFormat":93,"inLanguage":57,"description":61,"dateModified":94,"datePublished":95,"encodingFormat":93,"isAccessibleForFree":96,"interactionStatistic":97},"DigitalDocument",{"url":83,"@type":84,"width":85,"height":86},"https://docshare.wps.com/thumbnails/restrictive-covenants-limits-and-enforcement/282420.png","ImageObject",442,249,{"name":88,"@type":89},"Mali","Person",{"url":68,"name":91,"@type":92},"DocShare","Organization","application/pdf","2026-10-18","2026-09-16",true,{"@type":98,"interactionType":99,"userInteractionCount":101},"InteractionCounter",{"@type":100},"ViewAction",13,{"@type":103,"mainEntity":104},"FAQPage",[105,111,115],{"name":106,"@type":107,"acceptedAnswer":108},"What common types of restrictive covenants does the document describe?","Question",{"text":109,"@type":110},"It describes non-competition provisions, restrictions on soliciting employees and clients/customers, and confidentiality (non-disclosure) provisions. It also mentions clauses requiring acknowledgment of an employer’s ownership of documents, inventions, and trade secrets.","Answer",{"name":112,"@type":107,"acceptedAnswer":113},"What general criteria determine whether a restrictive covenant is enforceable in New York?",{"text":114,"@type":110},"The document states the covenant is generally enforced when it is reasonable in time and area, necessary to protect the employer’s legitimate interests, not harmful to the general public, and not unreasonably burdensome to the employee.",{"name":116,"@type":107,"acceptedAnswer":117},"How do courts handle restrictive covenants they find partly unenforceable?",{"text":118,"@type":110},"The document notes that New York courts may use a “blue pencil” approach to delete unenforceable provisions from an agreement.","https://schema.org",{"og:url":78,"og:type":121,"og:title":59,"og:site_name":91,"og:description":61},"article",{"robots":123,"canonical":78},"index,follow",{"doc_id":125,"site_id":56},282420,1790050004,{"code":4,"msg":5,"data":128},{"doc_id":125,"user_id":129,"nickname":88,"user_avatar":130,"doc_module":9,"category_id":40,"category_name":41,"doc_title":59,"doc_description":61,"doc_content":131,"file_id":132,"file_url":133,"file_type":134,"file_size":135,"view_count":101,"is_deleted":4,"is_public":9,"is_downloadable":9,"audit_status":9,"page_count":15,"language":136,"language_code":57,"site_id":56,"html_lang":57,"table_of_contents":137,"faqs":138,"seo_title":139,"seo_description":61,"update_tm":140,"read_time":79},2336475104362,"https://ap-avatar.wpscdn.com/avatar/22000c4c46a41b752dd?x-image-process=image/resize,m_fixed,w_180,h_180&k=1786595829695023868","RESTRICTIVE COVENANTS: LIMITS AND ENFORCEMENT  \nSheryl B. Galler  \nHoguet Newman Regal & Kenney, LLP  \n10 East 40th Street  \nNew York, New York 10016  \n212-689-8808  \n[www.hnrklaw.com](www.hnrklaw.com)  \nRestrictive covenants are essential part of the employment relationship. However, they are often given scant attention during the early, happy days of the relationship, when employers and employees are in their courtship phase. If the parties think of the covenants at all, employers may consider their restrictive covenants to be inviolable, while employees may consider the same covenants to be unenforceable. Unfortunately, at the end of the employment relationship, restrictive covenants are often a sticking point in the negotiation of the parties’ separation agreement and, with increased frequency, the subject of litigation. As such, it benefits both employers and employees to consider carefully the scope of the most common restrictive covenantsand the criteria for their enforcement.  \nI.  Common Restrictive Covenants  \nCommon restrictive covenants include non-competition provisions, restrictions against solicitation of employees and clients or customers, and confidentiality provisions. Other clauses may require employees to acknowledge an employer’s ownership of documents, inventions and trade secrets. Employers may also require that new employees acknowledge that their employment relationship does not breach any restrictive covenants imposed by a prior employer.  \nNon-competition and non-solicitation provisions typically bind the employee both during the term of the employment relationship and for a set period thereafter. Confidentiality or non-disclosure obligations typically do not expire.  \nRestrictive covenants must be included in written agreements in order to be enforceable. Employers most frequently include restrictive covenants in employment agreements and/or policies presented to and signed by employees at the outset of the employment relationship. Most if not all courts consider employment to be adequate consideration for restrictive covenants although , as discussed below, they may find the provisions to be unenforceable on other grounds. Employers also may include restrictive covenants in agreements or policies that are presented to and signed by employees during the course of the employment relationship. In New York, unlike some other states, the continued employment of an at-will employee may be considered adequate consideration for those restrictions. Employers also may include restrictive covenants in deferred compensation or equity award plans. Finally, parties to asset purchase agreements may include restrictive covenants as conditions to the purchase of a business and its goodwill.  \nII.  Enforceability of Restrictive Covenants  \nAs a general rule, restrictive covenants entered into voluntarily will be enforced where the covenant is “reasonable in time and area, necessary to protect the employer's legitimate interests, not harmful to the general public and not unreasonably burdensome to the employee.” Reed, Roberts Associates, Inc. v. Strauman , 40 N.Y.2d 303, 307 (1976) . The determination of whether or not a restrictive covenant is enforceable is a “case-specific inquiry.” USI Ins. Services LLC v. Miner, 801 F. Supp.  \n2d 175, 188-189 (S. D. N.Y. 2011) . New York courts will “blue pencil” an agreement to delete unenforceable provisions. BDO Seidman v. Hirschberg , 93 N.Y.2d 382, 391-93 (1999) .  \nA. Non-Competition Provisions  \nNon-competition provisions are intended to prevent an employee from working for a competitor within a geographic area (which can range from a city to the world) for a set amount of time (which can range from weeks to years) after the employment relationship ends. The reasonableness of the time and geographic scope of the restriction may be determined by considering factors such as the standard restrictive covenants in the applicable industry, the rate of changes and developments i","cbCaivAAgMOV6LN3","https://ap.wps.com/l/cbCaivAAgMOV6LN3","pdf",271946,"English","# Common Restrictive Covenants\n## Types of restrictive covenants\n# Enforceability of Restrictive Covenants\n## General enforceability standard\n## “Blue pencil” remedy in New York\n# A. Non-Competition Provisions\n## Geographic and time scope\n## Legitimate interests and trade secrets\n## Injunctions and the “inevitable disclosure” doctrine","[{\"question\":\"What common types of restrictive covenants does the document describe?\",\"answer\":\"It describes non-competition provisions, restrictions on soliciting employees and clients/customers, and confidentiality (non-disclosure) provisions. It also mentions clauses requiring acknowledgment of an employer’s ownership of documents, inventions, and trade secrets.\"},{\"question\":\"What general criteria determine whether a restrictive covenant is enforceable in New York?\",\"answer\":\"The document states the covenant is generally enforced when it is reasonable in time and area, necessary to protect the employer’s legitimate interests, not harmful to the general public, and not unreasonably burdensome to the employee.\"},{\"question\":\"How do courts handle restrictive covenants they find partly unenforceable?\",\"answer\":\"The document notes that New York courts may use a “blue pencil” approach to delete unenforceable provisions from an agreement.\"}]","Restrictive Covenants - Limits and Enforcement | PDF",1789574100]