Prompt Pilotby Write.law
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Analyze/Featured

Test a restrictive covenant against the law that will actually apply

Breaks a non-compete package into its four instruments, decides which state's law a court will really use, and returns a narrowest-defensible scope with numbers instead of "reasonable."

About 25 minadvancedEmployment, Litigation, In-house

Your prompt5,568 characters

Still to fill in: Covenant language, Employee and the move, Choice-of-law and forum clause, States actually in play

RoleYou are an employment lawyer who has litigated restrictive covenants from both sides and has watched more injunctions die on geography than on consideration. You analyze the non-compete, the customer non-solicit, the employee non-solicit, and the confidentiality clause separately because courts strike them separately. You give months and miles rather than "reasonable," and you will not call a covenant enforceable in a state whose statute voids it just because the agreement picked that state's law.What I needAnalyze the covenant below for the employee described, across the states in States actually in play, from the posture of Employer deciding whether to enforce against a departing employee. Tell me what actually survives and what the narrowest defensible version looks like.InputsCovenant language: Covenant language Employee and the move: Employee and the move Choice-of-law and forum clause: Choice-of-law and forum clause States actually in play: States actually in play Posture: Employer deciding whether to enforce against a departing employeeHow to work this1. Split Covenant language into four instruments: non-compete, customer non-solicit, employee non-solicit, confidentiality and trade secret, and carry each through on its own. 2. Decide the governing law first. Quote Choice-of-law and forum clause, then name which state in States actually in play a court is most likely to apply and why: place of work, residence, or a statute that refuses to yield. 3. For each covenant, quote the operative scope (activity, geography, duration, customer definition) and give a verdict in those words: void, unenforceable as written but reformable, or enforceable. 4. Where a covenant is overbroad, state the narrowest surviving version in numbers: months, named territory, customers served in a defined trailing period, and solicitation defined as affirmative outreach rather than any contact. 5. Say whether the controlling state blue-pencils, reforms, or refuses to rewrite. That answer decides whether overbreadth is fixable or fatal. 6. Analyze the trade-secret path separately. It usually survives when the covenants do not. Say what it actually protects here and what it does not. 7. Rank the actions available to Employer deciding whether to enforce against a departing employee, and state the odds of preliminary relief as a range naming the weakest prong.Ask me firstBefore you produce anything, ask me these questions, then stop and wait: 1. Where did this employee physically work over the last two years, and how many days a week? Choice of law usually loses to the state where the work happened. 2. What is the legitimate business interest we would put in front of a judge: customer relationships the employee owned, trade secrets they touched, or training the company paid for? It changes which covenant survives. 3. What was paid for these covenants and when: at hire, mid-employment, or at separation? Several states will not enforce a mid-employment covenant without fresh consideration. 4. Is there evidence of conduct yet (a customer contacted, a file downloaded, a colleague recruited) or is this still prophylactic? Injunctions turn on that answer. Do not begin the analysis until I answer. If I tell you to proceed anyway, state each assumption you are making at the top of your output and mark it [ASSUMPTION - verify].Output formatThree-sentence bottom line. Choice-of-law analysis quoting the clause and naming the law likely to govern. One section per covenant: quoted scope, verdict, reasoning under the controlling rule, narrowest defensible version in numbers. Then the trade-secret backstop, a ranked litigation-risk read, and ranked action options for Employer deciding whether to enforce against a departing employee. End with one line naming the two of my answers that most changed the verdicts above, and what you would have concluded about each covenant without them. If one of my answers moved no verdict, say so. A question that does not change a verdict should not have been asked.Never do this- If the analysis would fit any non-compete in any state, it is too generic. Every conclusion runs through the language quoted and the state named. - No hedging filler. Cut "arguably," "may be unenforceable," "narrowly tailored," and "it depends." Give the verdict and the number. Do not tell me to consult employment counsel. I am the counsel. - Never invent a statute, a case, a salary threshold, or a duration limit. Authority comes from my inputs or carries [UNVERIFIED - confirm current law before filing]. This area changes every legislative session. - Where you do not know whether a state in States actually in play has amended its rule, say you do not know and name what to check. Do not smooth over the gap with fluent prose. - Do not pad. If the non-compete is void where the employee worked, say so in one line and spend the analysis on the customer non-solicit, where the case actually lives. Length is not value.Before you answer- Did I name the law a court will likely apply, not just the law the contract chose? - Did each of the four instruments get its own verdict? - Where a state voids non-competes outright, did I say void rather than risky? - Is every narrowed scope expressed in months, territory, and a defined customer set? - Would this be useless for a different employee moving between different states? It should be.

Adds driver's-seat tunes: options instead of answers, questions before work, every citation flagged. Your values come with it.

2

Pressure-test it

Makes the AI switch hats and attack its own answer.

The judge hearing the employer's motion for a preliminary injunction has denied three of these this year and dislikes being asked to redraft a contract from the bench. Work the analysis as the judge, not as the employer's lawyer. Name the two arguments the employer loses and the one that could carry the motion. Then rewrite the restricted-customer clause to the narrowest version you would actually enjoin, and say what evidence you would want in the supporting declaration before you signed the order.
3

Go deeper

Pushes the work further once the basics are right.

The letter to the new employer is the only part of this the other side will ever see. Draft it: a page and a half. Assert what is defensible, say nothing about the covenant where it is weakest, identify the named customers and the trade-secret exposure specifically, and close with a fourteen-day deadline for written confirmation that the employee will not solicit those accounts. No boilerplate threats. The recipient's counsel will read the letter for what you left out.

Before you run it

What to gather first

  • The full covenant language including choice of law, forum, and any garden-leave or notice provision
  • Where the employee actually worked day to day, and where they lived
  • What was paid for the covenant, and whether it was signed at hire or mid-employment
  • The customer relationships and confidential information the employee actually touched
  • The new role: employer, territory, and whether the customer set overlaps

Watch for

  • Restrictive-covenant law changes nearly every legislative session, and the 2024 federal rule was set aside in litigation. Treat every statutory statement in the output as a lead to verify, never as a holding.
  • Choice-of-law clauses are routinely displaced where they conflict with the strong public policy of the state where the employee lived and worked. Never advise a client on the strength of the chosen law alone.
  • Some states now provide a private right of action or fee-shifting against an employer that seeks to enforce a void covenant. Confirm the downside of sending a demand letter before sending one.
  • Whether a court will reform an overbroad covenant or refuse to touch it varies by state and sometimes by judge. That single question often matters more than the covenant's wording.
  • Trade-secret claims survive covenant failure but require identifying the secret with specificity. A claim that describes the secret as "customer information" tends not to survive a motion.

What comes back

A three-sentence bottom line, a choice-of-law analysis quoting the clause and naming the law likely to govern, one section per covenant with quoted scope, verdict, reasoning, and a narrowest-defensible version stated in numbers, then the trade-secret backstop, a ranked litigation-risk read, and ranked action options for the requesting party.

See an example of what you’ll get
*(After you answer the four questions: four days a week in the Boston office, the interest is 22 owned customer relationships, the covenant was signed mid-employment in 2023 with a retention bonus, and there is no evidence of contact yet.)* Bottom line. A court is likely to apply Massachusetts law, not the Delaware law the agreement chose, because that is where the work happened and Massachusetts has a statute governing these agreements directly. The twelve-month, North-America-wide non-compete does not survive that. The customer non-solicit does survive if you narrow it to the 22 accounts he actually served, and that is the whole case. Choice of law. Clause: "This Agreement is governed by Delaware law; the parties consent to exclusive jurisdiction in the Delaware Court of Chancery." He worked four days a week in Boston and served a New England book. The realistic posture is a Delaware forum applying Massachusetts substantive law to the non-compete. New Hampshire residence is a secondary argument and does not improve the employer's position. [UNVERIFIED - confirm the current text and scope of the Massachusetts statute before relying on this.] Non-compete. Quoted: "shall not, for twelve (12) months, anywhere in North America, engage in any business that competes with Helix." Verdict: unenforceable as written. North America is not tailored to a New England book by any measure, and the mid-employment signing raises a consideration question the retention bonus only partly answers. Narrowest defensible version: 12 months, limited to the six New England states, limited to lab-tools sales to accounts in his book, and even that needs the statutory consideration requirement satisfied on its face. Reformation posture: do not count on it; assume the court will not redraft. Customer non-solicit. Quoted: "shall not solicit, contact, or do business with any Helix customer or prospective customer for twenty-four (24) months." Verdict: overbroad as written, enforceable if narrowed. "Any customer or prospective customer" sweeps in accounts he never touched; "contact" captures a handshake at a trade show; 24 months is longer than the relationship half-life the company can show. Narrowest defensible version: 12 months, the 22 accounts he serviced in the final 24 months of employment, listed by name in a schedule, and "solicit" defined as affirmative outreach for competing products, excluding response to inbound inquiries. That version is enforceable and is what you should be litigating. Employee non-solicit. Quoted: "shall not, for twenty-four (24) months, solicit, recruit, or hire any Helix employee." Verdict: reformable. "Hire" reaches unsolicited applicants and public job postings. Narrowest defensible version: 12 months, affirmative solicitation only, limited to employees he worked with directly. Trade-secret backstop. Confidentiality survives in § 9 independently. Federal and state trade-secret claims are available regardless of covenant outcome, but only if you can name the secret. "Customer information" will not carry it; the account-level pricing model and the 2026 pipeline forecast will, if you can show he had them and took them. Confirm what he downloaded in his last 30 days before you plead it. Litigation-risk read. Most likely: injunction denied on the non-compete, granted in narrowed form on the customer non-solicit as to named accounts. Possible: a Delaware court applies Delaware law and gives you more; do not plan around it. Adverse tail: a fee or statutory exposure for pressing a covenant that is void where he worked. Confirm that exposure before sending anything. Ranked actions (employer). (1) Send a narrowed demand naming the 22 accounts and the 12-month period; get written confirmation. (2) Preserve and review his device activity for the final 30 days before pleading trade secrets. (3) Drop the non-compete from any pleading. Carrying it weakens the rest of the case in front of the same judge. (4) Litigate only on evidence of actual solicitation of a named account. What your answers changed. Four days a week in the Boston office is the answer that moved the governing law from Delaware to Massachusetts, and with it the non-compete from a narrowed twelve-month restraint you could enforce to something not worth pleading. The mid-employment signing is why consideration is a live question at all; signed at hire, that paragraph disappears. Your answer that there is no evidence of contact yet moved no verdict. It only reordered the actions, putting the device review ahead of the demand letter.
Why this prompt is built the way it is
## Framework 1. **Four instruments, four analyses.** Non-compete, customer non-solicit, employee non-solicit, confidentiality and trade secret. Each has its own enforceability profile and its own fate. 2. **Governing law is a conclusion, not a given.** A choice-of-law clause frequently loses to the state where the employee lived and worked, particularly where that state's statute expressly refuses to yield. 3. **Statutory states first.** Several states void non-competes outright or gate them behind salary thresholds, notice periods, or garden leave. Identify whether the controlling state is one of them before running a reasonableness analysis. 4. **Reasonableness has elements.** Legitimate business interest, activity scope, geography, duration, consideration, public-policy impact. 5. **Customer non-solicits survive more often than non-competes**, but only when limited to customers the employee actually served, over a defined period, and to affirmative solicitation rather than any contact. 6. **Employee non-solicits are narrowing.** "Hire" is broader than "solicit" and captures unsolicited applicants. 7. **Reformation determines the stakes.** Whether the state blue-pencils, judicially reforms, or refuses to rewrite decides if overbreadth is fixable or fatal. 8. **Trade secrets are the parallel track.** Federal and state trade-secret protection survives even when every covenant falls. 9. **Output numbers.** Months, named territory, a defined customer set. "Narrowly tailored" is not an answer.