Make a Wyoming Non-Compete Agreement

Applicable State Laws 

Wyoming has no specific non-compete agreement statutes. The Wyoming Supreme Court has upheld a non-compete agreement that was (1) in writing, (2) part of a contract for employment, (3) based on reasonable consideration, and (4) not against public policy. Hopper v. All Pet Animal Clinic, Inc. 861 P.2d 531, 540 (Wyo. 1993).

Non-compete agreements and employment agreements that contain restrictive covenants should be formed in good faith. They should be fair to both the former employee and the former employer. They should not impose a greater restriction than necessary on the employee in order to protect the interests of the employer.  This means that they should not be broader than necessary in geographic scope or period of time.

If you are drafting or signing a non-compete agreement or employment contract, it is prudent to seek legal advice from an employment law attorney who is licensed in the state of Wyoming.  An employment law lawyer will be able to offer you specific advice about the reasonableness of your agreement, the time period and geographic limitations, whether the employee's rights are being protected, and ensure that the agreement is protecting a legitimate business interest.

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

How to Write a Wyoming Non-Compete Agreement

A Wyoming non-compete agreement generally includes the following clauses (provided that they are reasonable in scope):

• Purpose. This clause explains the purpose of the non-compete agreement, which is to protect the confidential information of a business.  This section may also define the parties and specify the effective date. It will often define confidential information as proprietary information, which may include trade secrets or current customer information.
• Non-compete. This section of the agreement will often specify the applicable time period, geographic area restrictions, business practices, clients or customers, business activities, and competitors.
• Time period. This clause specifies the applicable time period and when that period begins.  In an employment context, this period may begin when the employee begins working for the company or when the employment relationship is terminated.
• Purchase option. This clause states whether the company will allow the recipient to be released from the agreement for a specific amount of money.  That amount of money should be listed here.
• Jurisdiction/choice of law. This clause states that Wyoming laws will govern the agreement.
• Confidential information. This section defines "confidential information" to include any and all technical and non-technical information provided by the company that includes and is not limited to data or proprietary information related to products, inventions, plans, methods, processes, customer lists, vendor or supplier lists, marketing methods, reports, business plans, financial information, intellectual property, software, databases, or other matters pertaining to business, 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 happens when the information becomes public through no fault of the recipient, when the information is discovered by the recipient on their own without the breach of another party, or is released to the public after the written consent of the company.
• Confidentiality. This section states that the recipient acknowledges that they are accessing confidential information and that they agree that they will not directly or indirectly disclose or communicate it to another party without the written consent of the business.  The recipient also agrees that they will not use the information for any purpose other than furthering the business without the written consent of the business.
• Consultants and employees bound. This section states that the agreement binds both consultants and employees. Both consultants and employees are on a need-to-know basis for the information and they must keep the confidential information in the strictest of confidence.
• Return of materials. This clause states that when the agreement is terminated or when the business requests it, the recipient will promptly return all documents and other material that represents the confidential information of the business. The recipient will also return any copies that exist. The business will notify the recipient upon discovering any loss or unauthorized disclosure of the confidential information.
• Remedies. This section explains the remedies available to the business in the event the recipient breaches the agreement.  Examples include the recovery of court costs and reasonable attorney fees, a temporary restraining order or preliminary injunction, or any other remedy allowed by Wyoming law.
• Entire agreement. This clause states that this agreement represents the entire agreement between the parties. It may be amended only in writing and if signed by both parties. Both parties should sign, date, and print their names on the agreement. Each party should receive a copy for their records.

Once the non-disclosure agreement is executed, the parties should keep a copy of the document for their records.