Non-Compete or Non-Solicitation? Why the Fine Print in Your Florida Employment Contract Matters

A new job offer often arrives with a stack of paperwork, and buried somewhere in that stack is usually a clause restricting what the employee can do after leaving the company. Many employees assume any such clause is a “non-compete,” but Florida employment contracts frequently include a related, and legally distinct, provision: a non-solicitation clause. Understanding the difference can matter a great deal if an employee ever wants to change jobs, start a competing venture, or simply stay in touch with former coworkers and clients.

Two Different Restrictions With Two Different Purposes

A non-compete clause restricts an employee from working for a competing business, or starting one, within a certain geographic area and time period after leaving a job. A non-solicitation clause is narrower. Rather than barring an employee from working in the industry at all, it typically prohibits the employee from soliciting the former employer’s clients, customers, or staff for a defined period. An employee bound only by a non-solicitation clause might be free to take a job with a direct competitor, so long as they do not actively pursue the accounts or employees they worked with previously.

Both types of clauses fall under Florida Statute 542.335, which governs the enforceability of restrictive covenants in the state. Florida is widely regarded as one of the more employer-friendly states in the country on this issue. Under the statute, restrictive covenants must be reasonable in time, geographic area, and line of business, and the employer seeking to enforce the agreement must show it protects a legitimate business interest, such as trade secrets, confidential business information, or substantial customer relationships. Notably, the law instructs courts not to weigh the personal or economic hardship the restriction might cause the employee, which tilts many disputes in the employer’s favor from the outset.

Questions Worth Asking Before You Sign, or Before You Leave

• Does the agreement restrict you from working in your field entirely, or only from contacting specific clients or coworkers?
• What is the exact duration of the restriction, and does it match what courts in Florida typically consider reasonable?
• Is the geographic scope limited to where you actually worked, or does it stretch statewide or beyond?
• What “legitimate business interest” is the employer likely to claim supports the restriction?
• Has the agreement been updated since you signed it, and were you asked to sign a new version when you were promoted or given new duties?

Why the Distinction Changes Your Options

Employees sometimes discover, after already accepting a new position, that they signed something broader than they realized. Others avoid a promising opportunity entirely because they mistakenly believe a non-solicitation clause bars them from working in the field at all. Because Florida courts have the authority to modify, or “blue pencil,” an overbroad restrictive covenant rather than throw it out entirely, the practical effect of a poorly drafted clause is not always obvious without a careful legal review.

Let Us Review Your Agreement Before You Make a Move

Before you sign a new contract or accept a competing job offer, it is worth having someone who regularly handles these disputes take a close look at the language you are working with. Our Palm Beach Gardens employment contract attorneys at Sconzo Law Office can review your non-compete or non-solicitation agreement, explain what it actually restricts, and help you understand where you stand under Florida law. We invite you to contact our firm before you take your next career step.

Source:

leg.state.fl.us/statutes/index.cfm?App_mode=Display_Statute&URL=0500-0599/0542/Sections/0542.335.html