If you signed a non-compete or other restrictive covenant in New York, the first thing to understand is this: a signed agreement is not the same thing as an enforceable agreement. An employer may present the restriction as automatic, absolute, and unavoidable. New York law requires a closer examination.

The practical questions are straightforward: Can you accept the new position? Which activities could create exposure? What compensation could you lose? And can the restriction be narrowed or waived before it disrupts your next move?

Function over Form

Restrictions on your next job may appear across an employment agreement, equity award, bonus plan, confidentiality agreement, or separation package.

A non-compete limits competitive work. A customer restriction may prohibit soliciting, accepting, or servicing business. An employee non-solicitation provision may restrict recruiting colleagues. A forfeiture or repayment provision may attach a financial consequence to leaving or competing. The label does not answer the practical question.

New York Allows Restrictive Covenants, but Requires Justification

New York courts scrutinize employment restrictions because they can interfere with a person's ability to earn a living. Under the standard articulated in BDO Seidman v. Hirshberg, a restriction must be no broader than necessary to protect the employer's legitimate interest, must not impose undue hardship on the employee, and must not injure the public.

Recognized interests include trade secrets, confidential customer information, certain client relationships developed through the employer's resources, and services that are unique or extraordinary. Preventing ordinary competition is not, by itself, enough.

The employer therefore needs more than your signature. It needs a defensible connection between the restriction and the business interest it seeks to protect.

Enforceability Analysis: What Does the Agreement Actually Cover?

We examine the prohibited activities, named competitors, covered customers, geographic reach, and duration. A restriction covering every position at a competitor raises different questions from one limited to duties involving particular products or accounts.

We also examine how the restriction operates over time. When does the period begin? Can an alleged violation extend it? Do separate notice or garden-leave provisions postpone your start elsewhere? The stated duration may not describe the full delay.

Consideration matters too: What supported your agreement to the restriction? Continued at-will employment can support a covenant, but the timing and actual exchange still require review. In Addison Hospitality Group LLC v. Kaciupski, the court questioned enforcement against an employee fired only days after signing. New York does not impose a general two-year continued-employment requirement.

Can You Accept the New Position?

An enforceability review should produce an answer tied to the job you actually want.

We compare the proposed role with each relevant provision, examining the new employer's products and services, the customers you would serve, your territory, and your responsibilities. We then assess whether those duties implicate a legitimate interest your former employer can protect.

The objective is to identify a workable path to the new role. That may involve excluding particular accounts, temporarily limiting responsibilities, delaying an assignment, or obtaining written consent for the proposed employer and position.

Can a Court Narrow an Overbroad Non-Compete?

New York courts may partially enforce an overbroad restrictive covenant. Often called “blue penciling,” this allows a court to enforce a permissible portion rather than reject the entire restriction.

Partial enforcement is discretionary. Courts examine how the agreement was imposed, whether the employer overreached or used coercive bargaining power, and whether it sought in good faith to protect a legitimate business interest.

An overbroad clause is therefore a reason for closer analysis. It does not automatically eliminate the employer's claim, and a severability provision does not guarantee that a court will rescue the drafting.

The setting also matters. Employment restrictions receive closer scrutiny than covenants accompanying a business sale, where the buyer may be paying for goodwill. Ordinary commercial agreements occupy another category. In its 2024 Twitchell Technical Products decision, the Second Department applied a rule-of-reason framework to that category and recognized that partial enforcement may be available.

Negotiating Limited Waivers

Once we identify the provisions obstructing your next move, we can propose specific changes: a shorter duration, a defined list of competitors, a narrower customer group, permission for a particular role, or compensation during the restricted period.

Precision matters. Permission to join a company should also address the work you intend to perform there. A waiver should identify both the restrictions being waived and the conduct being permitted.

If several contracts contain overlapping covenants, the resolution should cover each relevant document and the entities entitled to enforce it. Where severance is being negotiated, these terms can be addressed as part of the overall separation package.

Non-Solicitation: What if the Customer Contacts You First?

The answer depends on the wording. A prohibition on solicitation differs from a prohibition on accepting or servicing business. A customer initiating contact may avoid one restriction while still implicating another.

We assess the covered customers, lookback period, preexisting relationships, and whether the provision extends to accounts you never served or knew.

Employee restrictions require the same precision. Which colleagues are covered? Does the clause reach general job advertisements, unsolicited applications, or people who already left the company? Those questions help determine what ordinary hiring activity the agreement purports to restrict.

Equity & Deferred Compensation: What Could the New Job Cost?

A provision conditioning post-employment benefits on avoiding competition can operate differently from a covenant seeking to prohibit work.

Under New York's employee choice doctrine, a qualifying forfeiture provision may be enforced without ordinary reasonableness review when an employee voluntarily leaves an employer willing to continue employing them. Whether the departure was voluntary—and whether the employer remained willing to employ the person—can be decisive.

We review the award documents, vesting schedule, departure classification, and claimed forfeiture trigger together. The financial question is what accepting the new role could cost in equity, deferred compensation, or other benefits, in addition to any threatened injunction.

Confidentiality & Trade Secrets

An unenforceable non-compete does not dispose of separate confidentiality, trade secret, or unfair competition claims.

Our review therefore includes how employer information was accessed, retained, transferred, or used before and after departure. We assess how to return employer property while preserving relevant records, avoiding deletion of evidence, and preventing disclosure of confidential materials to the new employer.