Are noncompete agreements enforceable in Florida?

Florida Statutes section 542.335 permits noncompete and other restrictive covenants that are reasonable in time, geographic area and scope and that protect a legitimate business interest identified by the employer. Enforceability is evaluated case by case, so any specific covenant should be drafted with current statutory and case law guidance in mind.

Do I need to give an employee something extra to sign a noncompete after they are already hired?

Florida generally requires adequate consideration to support a restrictive covenant. For a new hire, the offer of employment itself typically suffices; for an existing employee, additional consideration (such as a raise, bonus, or promotion) is generally advisable to support a new or expanded covenant.

What is the difference between an at-will employee and one with an employment agreement?

An at-will employee, absent a contract, can generally be terminated at any time for any lawful reason. An employment agreement can change that by specifying a term, defining cause for termination and establishing notice or severance obligations that would not otherwise apply.

Can a nonsolicitation clause prevent a former employee from contacting old clients?

A properly drafted nonsolicitation provision, reasonable in scope and tied to a legitimate business interest such as substantial client relationships, can restrict a former employee from soliciting the employer's customers for a defined period after termination, subject to the same reasonableness standards under Fla. Stat. § 542.335.

What happens to unvested equity if an employee is terminated?

That depends entirely on the specific vesting and forfeiture terms in the employment or equity agreement, which should address the treatment of unvested equity separately for termination with cause, without cause and voluntary resignation.

Florida Employment Agreement Attorney

Drafting employment agreements addressing compensation, duties and restrictive covenants for Florida employers.

Written agreements change the default employment relationship

Florida employment is presumed at-will absent a contract stating otherwise, meaning either party may generally end the relationship at any time. A written employment agreement changes that default by defining the term, the grounds for termination, compensation and the employee's ongoing obligations: clarity that benefits both employer and employee.

Core provisions in a Florida employment agreement

Position, duties and reporting structure.
Compensation: base salary, bonus structure and metrics and any commission arrangement.
Equity compensation, if offered, including vesting schedule and treatment upon termination.
Benefits and expense reimbursement terms.
Term and termination: at-will, fixed-term, or terminable for defined cause, with notice requirements.
Severance, if any and the conditions that trigger it.
Restrictive covenants: confidentiality, noncompete and nonsolicitation provisions.

Restrictive covenants under Florida law

Florida Statutes section 542.335 permits reasonable restrictive covenants where the employer can identify a legitimate business interest the restriction protects, such as trade secrets, confidential business information, substantial client relationships, or specialized training. Courts evaluate the restriction's reasonableness in time, geographic area and line of business against that legitimate interest and current statutory guidance and case law should be reviewed before relying on a specific term as automatically enforceable.

Confidentiality provisions protecting trade secrets and proprietary business information.
Noncompete provisions restricting the employee from working for a competitor within a defined time and geographic scope.
Nonsolicitation provisions restricting solicitation of the employer's customers or employees after termination.
Consideration: Florida generally requires that restrictive covenants be supported by adequate consideration, which can include the offer of employment itself for a new hire or additional consideration for an existing employee.

Compensation and equity structuring

Compensation terms should specify not just the amount but the mechanics: when bonuses are earned versus merely eligible, how equity vests and what happens to unvested equity or accrued but unpaid bonus amounts if employment ends. Ambiguity in these provisions is a common source of post-termination disputes.

Termination provisions and their interaction with restrictive covenants

Whether an employee is terminated for cause, without cause, or resigns can affect severance eligibility, the treatment of equity and in some cases the enforceability or duration of restrictive covenants. These interactions should be addressed explicitly in the agreement rather than left to be litigated after the fact.

Answers

Frequently asked questions

Are noncompete agreements enforceable in Florida?: Florida Statutes section 542.335 permits noncompete and other restrictive covenants that are reasonable in time, geographic area and scope and that protect a legitimate business interest identified by the employer. Enforceability is evaluated case by case, so any specific covenant should be drafted with current statutory and case law guidance in mind.
Do I need to give an employee something extra to sign a noncompete after they are already hired?: Florida generally requires adequate consideration to support a restrictive covenant. For a new hire, the offer of employment itself typically suffices; for an existing employee, additional consideration (such as a raise, bonus, or promotion) is generally advisable to support a new or expanded covenant.
What is the difference between an at-will employee and one with an employment agreement?: An at-will employee, absent a contract, can generally be terminated at any time for any lawful reason. An employment agreement can change that by specifying a term, defining cause for termination and establishing notice or severance obligations that would not otherwise apply.
Can a nonsolicitation clause prevent a former employee from contacting old clients?: A properly drafted nonsolicitation provision, reasonable in scope and tied to a legitimate business interest such as substantial client relationships, can restrict a former employee from soliciting the employer's customers for a defined period after termination, subject to the same reasonableness standards under Fla. Stat. § 542.335.
What happens to unvested equity if an employee is terminated?: That depends entirely on the specific vesting and forfeiture terms in the employment or equity agreement, which should address the treatment of unvested equity separately for termination with cause, without cause and voluntary resignation.

Official sources

Consult the official sources above for current rules and procedures.

Employment Agreements