Make a Georgia Non-Compete Agreement

Applicable State Laws - § 13-8-50 through 13-8-59 (Georgia Restrictive Covenants Act, RCA)   

According to Georgia Law (§ 13-8-53(a)), non-compete agreements are legally enforceable documents. However, Georgia trial courts tend to disfavor non-competes created before 2011 unless they are fairly drafted. Generally, non-compete agreements may be used in the following instances:

• Employees who often engage in solicitation of customers
• Employees who often make sales for the company or procure contracts or services that will be performed by others
• Employees who work as managers
• Managers or workers who manage more than two employees
• Employees who have the ability to hire, fire, or advance another employee within the company
• Employees who perform key roles in the company.

The courts do not allow blue-penciling of overbroad agreements for new non-competition agreements. To better understand the bottom line of how a non-compete may protect your business or the scope of activity that may be protected under the new law, seek the legal advice of a qualified law firm.

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

How to Write a Georgia Non-Compete Agreement

To write a Georgia non-compete agreement, first review the Georgia Restrictive Covenants Act so that you better understand how non-compete agreements work. When writing a non-compete agreement, include the following clauses:

• Purpose. This clause explains the purpose of the non-compete, which is to protect the confidential information of the business. It also identifies the parties and includes the effective date. It also states that it may identify confidential information as "propriety information."
• Non-compete. This clause includes restrictions on the time period, restrictions on the geographic area, restrictions on business practices, restrictions on the solicitation of clients or customers, restrictions on the ability to work with general competitors, restrictions on business activities, restrictions on working with specific competitors, restrictions on specific activities, and restrictions on employee solicitation.
• Time period. This clause restates the time period restrictions and then explains when the time period begins, either when the new employee or the independent contractor begins to work with your company or when their relationship is terminated with your company.
• Purchase option. This clause states whether your business allows the other party to be released from the agreement if they make a specified payment. If so, the payment amount is listed in this clause.
• Jurisdiction. This clause used to set O.C.G.A. as the laws to govern the non-compete.
• Confidential information. This clause states that the term "confidential information" in the agreement means any and all technical and non-technical information provided by your company includes, and is not limited to, any data or proprietary information related to products, inventions, plans, methods, processes, developmental products, experimental products, intellectual property, software, databases, customer lists, vendor or supplier lists, marketing methods, reports, business plans, financial information, or other material pertaining to your business or any of your clients, consultants, or licensees that is disclosed to the recipient under the terms of the non-compete agreement.
• Permitted disclosure. This clause explains when confidential information is no longer confidential. This generally occurs when information becomes public through no fault of the other party, when the information is discovered by the other party without a breach of another party, or when information is released to the public after your business provides written consent.
• Confidentiality. This clause states the party acknowledges the information they have access to is confidential and they will not directly or indirectly disclose or communicate it to another without the written consent of your business.
• Consultants and employees bound. This clause states that the non-compete binds both consultants and employees, that they are on a need-to-know basis for information, and that all confidential information they are given they must keep in the strictest of confidence.
• Return of materials. This clause states that when the agreement terminated or when requested by the business, the party must promptly return all documents and any other tangible material that represents the confidential information of the business as well as any existing copies that exist. Additionally, this clause states that your business must notify the party upon discovering any loss or unauthorized disclosure of the confidential information.
• Remedies. This clause explains the remedies that your business is entitled to pursue under Georgia law if the other party breaches the non-compete. Common remedies may include the recovery of court costs, recovery of reasonable attorney fees, the award by a court of a temporary restraining order, a preliminary injunction against the unauthorized use of the information, etc., as well as any other remedies available under Georgia law or according to equity.
• Choice of law. This clause states that the laws of the State of Georgia govern the non-compete agreement.
• Entire agreement. This final clause states that the non-compete may only be amended in writing and only if the parties sign the amendment. To execute the non-compete agreement, the parties should sign and print their names. The signatures should be dated.

Each party should receive a copy of the executed agreement for their records.