Practical examples of non-disclosure agreement with non-compete clause examples

Real-world style examples of non-disclosure agreement with non-compete clause examples

Instead of starting with theory, let’s look at how businesses actually structure these contracts. The strongest examples of non-disclosure agreement with non-compete clause examples usually share a few traits:

• They narrow the confidential information definition so it’s not “everything under the sun.”
• They limit the non-compete in time, geography, and scope of work.
• They treat employees, contractors, and M&A counterparties very differently.

Below are several realistic scenarios that illustrate how an NDA and non-compete can live in the same document without turning into a legal grenade.

Startup employee NDA with 12‑month non-compete (tech sector)

Picture a 30-person SaaS startup hiring a senior engineer. The company wants one agreement that covers both confidentiality and competition. A typical example of non-disclosure agreement with non-compete clause language might:

• Define confidential information as source code, architecture diagrams, customer lists, pricing models, and internal roadmaps.
• Require the employee to keep that information confidential indefinitely, even after termination.
• Add a 12‑month non-compete that bars the engineer from:
  • Working for a direct competitor in the same product niche within a defined region (for example, any company offering B2B payroll automation software in the United States).
  • Launching a competing product that uses the same core features or target market.

Sample wording (simplified for illustration):

Non-Compete. During Employee’s employment and for twelve (12) months following the termination of such employment for any reason, Employee shall not, within the United States, directly or indirectly engage in, be employed by, or provide services to any business that develops, markets, or sells software products that compete with the Company’s payroll automation platform as such platform exists on the date of Employee’s termination.

This is one of the best examples of how companies try to keep the non-compete narrowly tailored: specific product, specific territory, specific time frame. In states like California, this clause would be void for employees, but in many other U.S. states it may still be enforceable if it’s tied to protecting trade secrets rather than simply blocking normal career moves.

Executive NDA with non-compete tied to equity and severance

Now switch to a VP‑level hire. The stakes are higher, and so is the bargaining power on both sides. A realistic example of non-disclosure agreement with non-compete clause examples for an executive might:

• Include a broad but still defined list of confidential information, including strategic plans, M&A targets, and board materials.
• Add a non-compete that:
  • Runs 18–24 months.
  • Applies to a narrower group of named competitors or a well-defined market segment.
  • Is expressly tied to stock grants or severance (the executive is being paid for this restriction).

A common approach:

Consideration for Non-Compete. In exchange for Executive’s agreement to the restrictions set forth in this Section, the Company shall provide Executive with severance benefits and equity awards as described in Exhibit B. Executive acknowledges that such benefits are in addition to any compensation to which Executive would otherwise be entitled.

This kind of structure reflects a trend in 2024–2025: companies increasingly tie non-compete obligations to clear, quantifiable consideration. That matters because regulators and courts are scrutinizing whether workers are truly getting something meaningful in return for giving up post-employment opportunities.

For background on how U.S. regulators are viewing non-competes, see the Federal Trade Commission’s materials on restrictive covenants: https://www.ftc.gov

Contractor NDA with limited non-compete for agency or freelancer

Companies often overreach with contractors, slapping an employee-style non-compete into a contractor NDA. That’s a fast way to get the whole clause tossed. A better example of non-disclosure agreement with non-compete clause examples for a contractor focuses on not using confidential information to compete, rather than blocking the contractor’s entire industry.

Imagine a digital marketing agency hired to run paid ads for a niche medical device brand. The NDA might:

• Protect ad strategies, conversion data, and product positioning as confidential.
• Prohibit the agency from using that confidential information to benefit a direct competitor for 6–12 months.
• Allow the agency to continue serving other clients in the broader healthcare space.

Sample structure:

Limited Competitive Restriction. For a period of nine (9) months following the termination of this Agreement, Agency shall not use the Company’s Confidential Information to provide paid advertising services to any third party that markets a substantially similar medical device for the same therapeutic indication within the United States.

This is a good example of how you can balance confidentiality with realistic market behavior. The contractor is not banned from working; they’re banned from weaponizing your data against you.

NDA with non-compete in an M&A due diligence context

During a potential acquisition, the buyer gets deep access to the seller’s books, technology, and customer data. If the deal dies, the seller doesn’t want that information used to compete. A practical example of non-disclosure agreement with non-compete clause examples in M&A might:

• Treat both sides as disclosing parties.
• Limit use of confidential information strictly to evaluating the transaction.
• Add a non-compete that applies only if the deal does not close.

Typical framing:

Non-Use and Non-Competition. Recipient agrees to use Discloser’s Confidential Information solely for the purpose of evaluating a potential transaction between the parties. If the parties do not enter into a definitive agreement within twelve (12) months of the Effective Date, Recipient shall not, for a period of two (2) years thereafter, use Discloser’s Confidential Information to develop or offer products or services that are substantially similar to Discloser’s then-current core products or services.

Note the nuance: the restriction is not a blanket non-compete in the market. It targets the misuse of confidential information. That distinction often makes the difference between an enforceable clause and an overbroad restraint of trade.

Franchise NDA with non-compete for franchisees

Franchisors rely heavily on NDAs and non-competes to protect their playbook: operations manuals, recipes, branding strategies, and vendor relationships. A typical example of non-disclosure agreement with non-compete clause examples in a franchise context might:

• Require strict confidentiality around operating manuals and proprietary processes.
• Impose a non-compete that:
  • Runs 1–2 years after the franchise agreement ends.
  • Applies within a limited radius (for example, 10–25 miles of the former franchise location).
  • Targets directly competing businesses (same cuisine or same service model under a different name).

Because franchise relationships are heavily regulated in the U.S., franchisors usually coordinate these provisions with their Franchise Disclosure Document and applicable state franchise laws. The non-compete is often justified as protecting brand standards and confidential systems that the franchisee never would have seen without the franchise relationship.

For small business owners, the U.S. Small Business Administration offers plain-language guidance on contracts and franchising: https://www.sba.gov

Healthcare vendor NDA with non-compete focused on PHI and algorithms

In healthcare and life sciences, NDAs often intersect with privacy regulations and highly sensitive data. Imagine a software vendor integrating an AI-based diagnostic tool into a hospital’s systems. A realistic example of non-disclosure agreement with non-compete clause examples might:

• Protect:
  • De-identified patient data used for training or validating algorithms.
  • The vendor’s proprietary models and code.
  • The hospital’s workflows and quality-improvement methods.
• Add a non-compete that bars the hospital from:
  • Using the vendor’s models or documentation to build a competing tool for a set period.
  • Sharing the vendor’s confidential technical information with a rival vendor.

Sample concept:

Non-Competition Regarding AI Solutions. For a period of three (3) years following the termination of this Agreement, Hospital shall not use Vendor’s Confidential Information, including without limitation model architectures, training methodologies, and performance benchmarks, to develop or assist any third party in developing an automated diagnostic software product that materially competes with Vendor’s then-current AI diagnostic platform.

Because protected health information is involved, this NDA often sits alongside a Business Associate Agreement under HIPAA. For a deeper look at how health data is regulated in the U.S., see the Department of Health and Human Services resources: https://www.hhs.gov

Cross-border NDA with non-compete for international partners

Global partnerships add another layer of complexity. Some countries are far more skeptical of non-competes than others, and enforcement can vary wildly. A cross-border example of non-disclosure agreement with non-compete clause examples might:

• Use the NDA to set a global baseline for confidentiality.
• Add a non-compete that:
  • Applies only in specified territories where the law clearly allows it.
  • Is expressly subject to mandatory local labor laws.
  • Focuses on misuse of confidential information rather than blanket bans.

You might see language like:

Territorial Application. The non-competition restrictions in this Agreement shall apply only to the extent permitted by the laws of the jurisdiction governing the relevant relationship. If any provision would be invalid under applicable law, such provision shall be limited or modified to the minimum extent necessary to be enforceable.

This approach acknowledges reality: a one-size-fits-all non-compete in a global NDA is asking for trouble.

Key drafting patterns in the best examples of NDAs with non-compete language

Looking across these scenarios, the best examples of non-disclosure agreement with non-compete clause examples tend to follow a few patterns that make them more realistic and more enforceable.

Clear separation of obligations inside one document

Even when you combine everything into a single contract, it helps to treat confidentiality, non-solicitation, and non-compete as distinct sections:

• Confidentiality usually runs indefinitely or for a long period and applies globally.
• Non-solicitation (of employees or customers) often runs 12–24 months and is narrower.
• Non-compete is the most aggressive and should be the most limited in time, geography, and scope.

Courts often look favorably on agreements that show this kind of internal discipline rather than one giant, vague restriction.

Reasonable time, territory, and scope

Modern enforcement trends in the U.S. and EU show a consistent pattern: overbroad non-competes are at high risk. Many of the best examples of non-disclosure agreement with non-compete clause examples now:

• Cap non-compete periods at 6–24 months, depending on role and industry.
• Limit geography to where the company actually does business.
• Define “competing” in terms of specific products, services, or customer segments.

Several U.S. states have passed or proposed laws restricting non-competes for lower-wage workers and certain professions. It’s worth checking state-level resources or legal aid organizations, especially for employees.

Tying non-compete obligations to trade secrets

A trend that keeps growing: companies justify non-competes as a way to protect trade secrets, not as a general anti-competition tool. That aligns with U.S. trade secret law, including the federal Defend Trade Secrets Act, which you can read about through resources from the U.S. courts and legal education sites like Cornell Law School: https://www.law.cornell.edu

When your NDA’s non-compete clause clearly links the restriction to specific categories of confidential information and trade secrets, it tends to look more reasonable and more defensible.

Should you combine NDA and non-compete, or separate them?

Many companies still put everything into a single document, which is why so many examples of non-disclosure agreement with non-compete clause examples look like Swiss Army knives. There are pros and cons to that approach.

Reasons to combine:

• Easier onboarding: one signature instead of two.
• Less chance someone signs the NDA but “forgets” the non-compete.
• Cleaner document management.

Reasons to separate:

• In states or countries that disfavor non-competes, you can keep your NDA intact even if the non-compete is struck down.
• You can use the same NDA template for people who will never be subject to a non-compete (for example, junior staff or certain contractors).
• Negotiations are often smoother when you can tweak the non-compete without touching the confidentiality language.

A middle-ground approach is common: a standard NDA plus a short, rider-style non-compete that only certain categories of people sign.

FAQs about NDAs with non-compete clauses

What is a simple example of an NDA with a non-compete clause?

A simple example of an NDA with a non-compete clause would be a two-page agreement for a sales manager that:

• Defines confidential information as customer lists, pricing, and marketing strategies.
• Requires the manager not to disclose or use that information outside the company.
• Adds a 12‑month non-compete preventing the manager from selling competing products to the same customer segment within a defined region.

It’s short, specific, and tied directly to the information the employee actually sees.

Are NDAs with non-compete clauses enforceable in every U.S. state?

No. Enforceability varies widely. Some states, like California, largely ban employee non-competes, though NDAs themselves are generally allowed. Other states permit non-competes if they are reasonable and supported by consideration. That’s why even the best examples of non-disclosure agreement with non-compete clause examples need to be adapted to local law.

Can I use the same NDA with non-compete for employees and contractors?

You can, but it’s usually a bad idea. Courts treat employees and independent contractors differently, and contractors often work with multiple clients in the same industry. Tailored contractor agreements, like the agency example above, are usually safer and more realistic.

Do I always need a non-compete, or is an NDA enough?

In many relationships, an NDA plus a non-solicitation clause is plenty. Non-competes are higher risk and more likely to be challenged. If you’re not truly exposing trade secrets or giving someone the keys to your strategy, an NDA without a non-compete may be the better business decision.

Where can I see more real examples of contract language?

Public companies often file executive employment agreements and severance plans with the U.S. Securities and Exchange Commission, and those documents frequently include NDAs and non-compete clauses. You can search them at https://www.sec.gov/edgar/search. While they’re not templates, they’re real, lawyer-drafted contracts that show how these clauses look in the wild.

The bottom line: the strongest examples of non-disclosure agreement with non-compete clause examples are not the longest or most aggressive. They are the ones that match the real risks in the relationship, respect local law, and make it clear what information is protected and how far the non-compete actually goes. Use the scenarios above as patterns, then have a qualified attorney adapt them to your jurisdiction and industry.