Non-acquisition agreements in New York are enforceable only if the restriction imposed (1) is not greater than what is necessary to protect the legitimate business interests of the employer, (2) does not impose unreasonable severity on the worker and (3) does not harm the public. BDO Seidman / Hirshberg, 93 N.Y.2d 382, 388-389 (1999). What are competition and non-appeal agreements? I have often been asked what a typical non-compete clause looks like in an employment contract in New York. Here is a relatively common language that I have adapted from some of the cases I have dealt with recently: in exchange for the initial job and/or the maintenance of employment, on the date of dismissal, EMPLOYEE cannot in any way, as defined below, compete with [the employer] for a period of one year. The concept of “competition” is not limited to: finally, in the development of non-appeal agreements, employers should carefully consider what legitimate interests they are trying to protect and take steps to teach trade secrets, confidential information, unique employees and customer relations. Employers should consider limiting these agreements to competitive firms. A non-invitation provision can also be applied if the requested staff has truly unique or exceptional skills developed during the employment in the company. Non-call agreements in New York are designed to prevent employees from taking customers and/or employees after changing jobs. New York`s right of non-invitation closely follows the rules on non-competition obligations, as it is established that a non-appeal agreement is enforceable only if the restriction imposed is not greater than necessary to protect the legitimate business interests of the employer, (ii) does not impose inappropriate severity on the worker and (iii) does not harm the public. As a general rule, these agreements are applied when they are intended to prevent the invitation or disclosure of trade secrets, confidential information about the employer`s clients or in cases where the employee`s services are considered individual or unique. On the other hand, it is likely that a court will reject an allegation that the application would destabilize the company`s staff, resulting in the company losing significant costs for hiring, recruiting, training and training its employees or resulting in massive resignations.
An employer`s legitimate interest is limited to protecting the employer`s business secrets, confidential information and the prevention of specialists they have acquired at work from a competitor. If a non-compete clause is not necessary to protect these interests and would limit the worker`s ability to find employment, it is unlikely that a court will impose it. For the agreement to be applicable, the inability of competition must have a reasonable duration (less than one year) and a limited geographical scope. For example, a non-competition agreement is considered too broad and therefore unenforceable if the application of a non-requirement focuses on whether the provision protects a legitimate interest of the employer, but the provision must also be reasonable and cannot impose an unreasonable burden on the worker or harm the public.