Non-Compete/Non-Disclosure Agreement for Delaware
Generate a non-compete/non-disclosure agreement that complies with Delaware law — with 4 mandatory clauses and 9 compliance checks built in.
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Key legal considerations
You are generating a non-compete agreement governed by Delaware law. KEY DELAWARE SPECIFICS: (1) Delaware non-competes are enforceable if reasonable. The Court of Chancery applies a BALANCING TEST: (a) reasonable in scope and duration, (b) protects a legitimate economic interest, (c) survives a balancing of the equities. (2) GARDEN LEAVE is common and generally enforceable in Delaware — it provides compensation during the restricted period and strengthens enforceability. Consider including one. (3) Delaware courts apply the BLUE PENCIL doctrine to modify overbroad restrictions rather than invalidate them entirely. (4) Typical enforceable duration: 1-2 years. (5) The Court of Chancery is a non-jury court with judges expert in commercial and business law — ideal for non-compete enforcement via injunctive relief. (6) Unlike Texas, Delaware does not require the non-compete to be ancillary to a separate agreement. (7) Delaware is NOT a community property state.
What's required
Mandatory clauses for a valid non-compete/non-disclosure agreement under Delaware law.
Reasonableness and Balancing Test Acknowledgment
Weichert Co. of Pa. v. Young, 2007 WL 4372823 (Del. Ch.)
Garden Leave Provision
Del. Ch. equity principles; FP UC Holdings, LLC v. Hamilton, 2020 WL 1492783 (Del. Ch.)
Specific Restrictions Definition
Del. Ch. equity jurisprudence
Severability and Blue Pencil
Del. Ch. blue pencil doctrine
What's prohibited
Terms and provisions that are void or unenforceable under Delaware law.
Indefinite or perpetual non-compete restrictions
Delaware courts require non-competes to have a reasonable temporal duration. Indefinite or perpetual restrictions fail the Chancery Court's balancing test and are unenforceable.
Del. Ch. equity principles
Restriction on all employment in any capacity with any competitor
Delaware courts scrutinize activity restrictions and require them to be narrowly tailored. A restriction preventing all employment with competitors (regardless of role or function) is likely overbroad.
Weichert Co. of Pa. v. Young, 2007 WL 4372823 (Del. Ch.)
Legal references
Key statutes and regulations that govern non-compete/non-disclosure agreements in Delaware.
Delaware Court of Chancery — Non-Compete Jurisprudence
Del. Ch. Ct. equitable jurisdiction
The Court of Chancery is the primary venue for non-compete enforcement in Delaware. It applies a balancing test weighing the employer's legitimate interests against the hardship to the employee and public interest.
Weichert Co. of Pa. v. Young
2007 WL 4372823 (Del. Ch.)
Key Delaware Chancery case establishing the framework for non-compete enforcement, including the balancing test and blue pencil doctrine.
FP UC Holdings, LLC v. Hamilton
2020 WL 1492783 (Del. Ch.)
Delaware Chancery case addressing garden leave provisions as adequate consideration and mechanism for non-compete enforcement.
Defend Trade Secrets Act
18 U.S.C. § 1836 et seq.
Federal trade secret protection that may apply alongside Delaware non-compete enforcement when trade secrets are at issue.
Compliance checklist
Automated compliance checks for every Delaware non-compete/non-disclosure agreement.
Passes Chancery Court balancing test
criticalAdequate consideration provided
criticalTemporal restriction is reasonable
criticalGeographic scope is reasonable
warning
+5 more compliance checks
Generate to see full reportNon-Compete/Non-Disclosure Agreement in other jurisdictions
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Frequently asked questions
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