Drafting and Enforcing Restrictive Covenants: A Practitioner's Guide to Scope, Consideration, and Choice of Law
By Casey Scott McKay ·
A drafting and enforcement guide for the covenants that survive modern state law, written for counsel maintaining agreements across many jurisdictions. It begins by replacing the single national template with a state matrix keyed to compensation thresholds, notice periods, and consideration rules, and it supplies model language for the clauses that actually hold - a customer nonsolicitation limited to accounts served, a confidentiality clause narrow enough to avoid being read as a disguised restraint, a present assignment of inventions with the statutory notices, and the DTSA whistleblower notice whose absence costs fees and exemplary damages. The enforcement stages cover the seventy-two hours after a resignation, the forensic baseline that makes download volume mean something, the notice letter decision, and the narrow injunction that is actually obtainable. A final stage covers the hiring side.
IP and Technology > Trade Secrets | Guide | Published 8 August 2024 - Updated 11 March 2026 | Casey Scott McKay - marksy.us
Summary. A drafting and enforcement guide for the covenants that survive modern state law, written for counsel maintaining agreements across many jurisdictions. It begins by replacing the single national template with a state matrix keyed to compensation thresholds, notice periods, and consideration rules, and it supplies model language for the clauses that actually hold — a customer nonsolicitation limited to accounts served, a confidentiality clause narrow enough to avoid being read as a disguised restraint, a present assignment of inventions with the statutory notices, and the DTSA whistleblower notice whose absence costs fees and exemplary damages. The enforcement stages cover the seventy-two hours after a resignation, the forensic baseline that makes download volume mean something, the notice letter decision, and the narrow injunction that is actually obtainable. A final stage covers the hiring side.
Keywords: covenant state matrix · compensation thresholds · advance notice requirement · independent consideration · garden leave drafting · customer nonsolicitation scope · employee nonsolicit exposure · confidentiality clause drafting · present assignment of inventions · invention assignment statutes · dtsa whistleblower notice · blue pencil severability drafting · choice of law limits · labor code 925 · exit forensics protocol · access logging alerts · notice letter strategy · tro and preliminary injunction · duty of loyalty claim · hiring-side screening
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