CENT Clause Samples

CENT. CODE § 9-08-06 (2006) (limit- ing the use of covenants not to compete to the sale of goodwill or partnership inter- ests). 36 See ▇▇▇▇▇▇, supra note 34, at 607-08. 37 Some judges advocate a more ordinary contractual treatment of these cove- nants. See, e.g., Outsource Int’l, Inc. ▇. ▇▇▇▇▇▇, 192 F.3d 662, 669–72 (7th Cir. 1999) (Posner, J., dissenting) (recommending a more deferential posture toward non- compete covenants as a matter of policy, though opining that existing Illinois law did not support enforcement of the covenant at issue); Robert’s Hair Designers, Inc. ▇. ▇▇▇▇▇▇▇, ▇▇▇ ▇.▇.▇▇ ▇▇▇, ▇▇▇ (▇▇▇. ▇▇. App. 2002) (enforcing a non-compete covenant in view of “[a] very strong presumption of enforceability of contracts that represent the freely bargained agreement of the parties” (quoting ▇▇▇ & Assocs., Inc. v. Alusuisse Flexible Packaging, Inc., 700 N.E.2d 1163, 1167 (Ind. Ct. App. 1998))). interest.39 Nor is the value of experience or specialized training af- forded to the employee; that enhancement of the employee’s general skills is deemed to belong to the employee as an inalienable aspect of self-ownership.40 Even if the employer can make the threshold showing of a pro- tectible interest, the agreed-upon restraints on postemployment com- petition must be reasonable—that is, no broader than necessary in duration, in geographic reach, and in the activities covered to protect the employer’s legitimate interest.41 So, for example, if the em- ployer’s legitimate interest is in the protection of long-term relation- ships with orthodontic patients, the restraint on competition may not reach beyond the geographic limits of the employer’s patient base; it may not last longer than necessary for the employer to introduce pa- tients to a replacement orthodontist (no more than several months if that is the normal interval between orthodontic visits); and it must be limited to orthodontry and may not extend to general dentistry.42 It matters not if the employee had agreed to longer or broader limits on postemployment competition; those limits will be struck (or perhaps revised) if they are longer or broader than necessary. Finally, even agreements that are necessary to protect the em- ployer’s legitimate interests may be void if they impose too great a hardship on the public (for example, by promoting a monopoly or in- terfering with confidential patient and client relationships)43 or on the promisor/employee.44 In particular, “the harm caused to the em- ployee...