Best examples of non-compete agreement samples in tech

Real‑world examples of non-compete agreement samples in tech roles

Most people don’t want a law school lecture; they want to see how this plays out in actual contracts. So let’s start with practical examples of non-compete agreement samples in tech and how they’re worded.

Example of a non-compete for a senior software engineer

Here’s a condensed, realistic clause you might see in a U.S. mid‑size SaaS company hiring a senior backend engineer:

Non-Competition. During your employment and for a period of twelve (12) months following the termination of your employment for any reason, you agree that you will not, within the states in which the Company markets and sells its products, directly or indirectly engage in the development of software products that compete with the Company’s core [cloud-based analytics] platform, in any capacity substantially similar to your role at the Company.

Why this reflects current tech practice:

• Duration is limited to 12 months, which many courts are more comfortable with than multi‑year restrictions.
• Scope is tied to the company’s core product, not “any technology business,” which would likely be too broad.
• Geography is tied to where the company actually operates, not “worldwide” by default.

In 2024–2025, counsel are increasingly narrowing these terms because broad non-competes in tech are more likely to be challenged or ignored, especially in states like California.

Example of a non-compete for a startup CTO or VP of Engineering

For executives with deep strategic knowledge, examples of non-compete agreement samples in tech often look more aggressive but still need to be defensible:

Executive Non-Competition. For a period of eighteen (18) months following the termination of your employment, you shall not, in North America, directly or indirectly (a) serve as an officer, director, or employee in a role substantially similar to Chief Technology Officer for any business that develops and sells [AI‑driven fraud detection software] to financial institutions, or (b) own more than five percent (5%) of any such competing business.

Key points:

• Longer duration (18 months) is more common for executives than for individual contributors.
• The non-compete is limited to a narrow market segment (AI fraud detection for financial institutions), not “all AI” or “all fintech.”
• It addresses both employment and ownership stakes, which is typical for C‑suite roles.

Example of a non-compete for enterprise tech sales

Enterprise and SaaS sales are where many companies push the hardest on non-competes, because relationships and pipelines are portable. A typical example of a non-compete agreement sample in tech sales might read:

Non-Competition – Sales. For twelve (12) months following the end of your employment, you agree that you will not, within the United States, accept employment in a sales or account management role with any business that (i) sells [cloud-based CRM solutions] to mid-market customers (annual revenue between \(50M and \)1B) and (ii) directly competes with the Company’s products you sold or supported during the last twelve (12) months of your employment.

This language focuses on:

• A defined customer segment (mid‑market) and product category (cloud CRM).
• The last year of activity, which courts often see as more relevant than older work.

Example of a non-compete in a tech acquisition (founder lock‑up)

Acquirers almost always insist on non-competes from founders. Here’s a distilled example of a non-compete agreement sample in tech M&A:

Founder Non-Competition. For a period of three (3) years following the Closing Date, Seller shall not, anywhere in the world, directly or indirectly own, manage, operate, control, or participate in the ownership, management, operation, or control of any business that develops, markets, or sells [developer tools for Kubernetes cluster optimization] that are competitive with the Business as conducted on the Closing Date.

Why this is treated differently:

• Courts often give more leeway in the sale-of-business context, especially when the seller is well‑compensated.
• Duration can be longer (2–5 years is common in M&A), and geography can be broader, because the seller is being paid for goodwill.

The FTC’s proposed rule on non-competes, discussed in its 2023–2024 materials, explicitly treats sale-of-business non-competes differently from worker non-competes. You can read more on the FTC’s site: https://www.ftc.gov

Example of a non-compete for a machine learning engineer in a highly regulated sector

When you combine AI and regulated industries (healthcare, finance), examples of non-compete agreement samples in tech often highlight specific use cases:

Non-Competition – Machine Learning. For twelve (12) months following the termination of your employment, you will not accept employment or provide services in a machine learning engineering role where your primary responsibilities involve designing or training models for [clinical decision support tools used in U.S. hospitals] that directly compete with the Company’s FDA‑regulated products.

This tighter drafting:

• Connects the restriction to regulated products and the employee’s actual role.
• Avoids banning all ML work, which would likely be unreasonable in many jurisdictions.

Example of a non-compete for a product manager at a consumer app company

Product managers often move between competitors. A realistic example of a non-compete agreement sample in tech product management might say:

Non-Competition – Product Management. For nine (9) months after your employment ends, you will not work in a product management capacity for any business that offers [short‑form video social media applications] that directly compete with the Company’s flagship application in the United States.

Nine months is on the shorter side, which many employees and some courts view more favorably, especially for non‑executives.

Example of a non-compete in a contractor agreement for a freelance developer

Freelancers and contractors in tech often see non-competes hidden in master services agreements. A lean example of a non-compete agreement sample in tech contracting might be:

Non-Competition – Contractor. During the term of this Agreement and for six (6) months thereafter, Contractor shall not perform substantially similar software development services for any third party that is a direct competitor of Client in the [online food delivery marketplace] in the metropolitan areas in which Client operates.

Note the shorter duration and the tie to direct competitors in specified markets, which is more likely to be seen as reasonable.

How 2024–2025 trends are changing non-compete clauses in tech

If you’re looking for the best examples of non-compete agreement samples in tech today, you need to factor in the regulatory and market shifts of the last few years.

Regulatory pressure: the FTC, states, and international trends

In the U.S., the Federal Trade Commission has proposed a rule that would significantly restrict, and in many cases ban, worker non-competes. The FTC’s materials and FAQs (see https://www.ftc.gov) make clear that:

• Traditional employee non-competes are under heavy scrutiny.
• Sale-of-business non-competes remain more acceptable, but still need to be narrowly tailored.

State law differences are still massive:

• California, North Dakota, Oklahoma: employment non-competes are largely void, especially for rank‑and‑file employees in tech. California has reinforced this with recent legislation limiting choice‑of‑law workarounds.
• Massachusetts: requires non-competes to meet specific conditions like garden leave or other consideration; see resources from Massachusetts government and legal aid organizations.
• New York and other states: have introduced or debated restrictions, especially for lower‑wage workers.

For a solid overview of employment contract enforceability and worker protections, the U.S. Department of Labor and various .edu employment law clinics provide helpful primers, such as:

• Cornell Law School’s Legal Information Institute: https://www.law.cornell.edu

Internationally, the EU and UK are also re‑examining non-competes, with some countries limiting duration or requiring compensation during the restricted period.

Market reality: talent competition and remote work

Remote and hybrid work have made geographic restrictions look outdated. Many modern examples of non-compete agreement samples in tech now:

• Replace “within 50 miles of Company HQ” with “within the territories where the Company markets and sells its products”.
• Focus less on geography and more on industry and role.

In practice, companies that rely too heavily on non-competes may struggle to recruit senior engineers and product leaders, especially in hot markets like AI, security, and dev tools. Many candidates now push back on these clauses during offer negotiations.

Common patterns in the best examples of non-compete agreement samples in tech

When you look across the better‑drafted examples of non-compete agreement samples in tech, a few patterns keep showing up.

Narrow definition of “competitive business”

Instead of banning work for “any technology company,” stronger examples include:

• The specific product category (e.g., cloud CRM, mobile payment processing, clinical AI tools).
• The customer segment (e.g., U.S. hospitals, SMB retailers, mid‑market enterprises).

This kind of precision makes it easier to defend the clause in court and easier for the worker to understand what’s actually off‑limits.

Reasonable duration linked to role and risk

Courts often look at whether the time period is no longer than needed to protect:

• Trade secrets
• Highly sensitive roadmaps
• Customer relationships

For non‑executives in tech, you’ll frequently see 6–12 months. For founders in a sale, 2–3 years is more common. When you see a 3‑year non-compete in a standard engineer offer letter, that’s a red flag in many jurisdictions.

Coordination with non-solicit and confidentiality clauses

The best examples of non-compete agreement samples in tech don’t try to make the non-compete do all the work. They pair it with:

• Non-solicitation of customers (protecting pipelines and relationships).
• Non-solicitation of employees (protecting teams from being poached).
• Confidentiality / trade secret clauses (protecting code, models, and roadmaps).

In some states and countries, a narrowly drafted non-solicit and strong confidentiality clause can be more enforceable and more practical than a sweeping non-compete.

For background on trade secrets and confidentiality, the U.S. government’s resources on the Defend Trade Secrets Act and related topics are useful starting points, often linked from .gov sites such as the U.S. Patent and Trademark Office: https://www.uspto.gov

Drafting tips drawn from real examples of non-compete agreement samples in tech

If you’re using these examples as a starting point, a few practical guidelines emerge from recent case law and industry practice.

For employers and founders

• Know your jurisdiction. A non-compete that might be enforceable in Texas or Massachusetts can be void in California. One size does not fit all.
• Tie the restriction to real risks. Identify what you’re actually trying to protect: customer relationships, a narrow product category, a specific algorithm, or a confidential go‑to‑market strategy.
• Avoid blanket bans. Instead of “you may not work for any competitor,” spell out what “competitor” means in terms of products and markets.
• Offer real consideration. Especially for mid‑career hires, equity grants, bonuses, or garden leave can make non-competes more palatable and sometimes more defensible.
• Keep it readable. Courts look at whether workers could reasonably understand what they signed. Overly vague or dense language can backfire.

For employees, contractors, and candidates

When you’re handed a contract, the best examples of non-compete agreement samples in tech give you a sense of what’s negotiable.

Points to watch and discuss with your own attorney:

• Scope of work restricted. Can you still work in your field, or are you effectively locked out of your career for a year?
• Geographic coverage. Does it make sense given your role and the company’s actual footprint?
• Duration. Anything beyond 12 months for a non‑executive role should justify itself very clearly.
• State law and venue. A California‑based engineer signing a contract governed by Delaware or New York law should understand the implications.
• Exit scenarios. Does the non-compete apply if you’re laid off, if your role is eliminated, or if the company materially changes your responsibilities?

Non-competes can also interact with health, relocation, and family decisions. For general guidance on workplace rights and related health and stress issues, large medical and informational sites like Mayo Clinic and WebMD provide accessible background, though they do not replace legal advice:

• Mayo Clinic: https://www.mayoclinic.org
• WebMD: https://www.webmd.com

FAQs about examples of non-compete agreement samples in tech

What are some common examples of non-compete clauses in tech employment contracts?

Common examples include a 12‑month restriction on working for direct competitors in the same product category, a 9‑month limit on product managers joining rival apps, or a 6‑month restriction on contractors doing similar work for a named list of competitors. The examples of non-compete agreement samples in tech earlier in this article are all modeled on real‑world clauses used by SaaS, AI, and consumer app companies.

Can you give an example of a non-compete that is likely to be unenforceable?

An example of a problematic clause would be something like: “Employee may not work for any business in the technology industry anywhere in the world for three (3) years after termination.” That kind of blanket ban is so broad it often fails reasonableness tests, especially where state law is worker‑friendly.

Are non-competes for software engineers legal in the United States?

It depends heavily on the state and on the specific language. In California, most employment non-competes are void. In other states, examples of non-compete agreement samples in tech can be enforceable if they’re narrowly tailored in time, geography, and scope. Always check local law and consult a qualified attorney.

Do remote tech workers still have to worry about non-competes?

Yes, but the analysis is more nuanced. Many remote workers sign contracts governed by the law of the company’s home state. Courts then have to decide whether to honor that choice of law. Remote work has pushed drafters to refine examples of non-compete agreement samples in tech to focus less on physical location and more on industry and role.

Where can I find more examples of non-compete agreement samples in tech that are legally vetted?

Public SEC filings for tech companies sometimes include executive employment agreements and acquisition documents that contain real examples. Law school resources, such as those from Cornell Law School’s Legal Information Institute (https://www.law.cornell.edu), also provide background on enforceability. But any template or example of a non-compete should be reviewed and customized by a licensed attorney in your jurisdiction.

Nothing in this article is legal advice. Use these examples of non-compete agreement samples in tech as starting points for discussion with your own counsel, not as ready‑to‑sign documents.