Non-Compete Agreements
Draft, negotiate, or challenge restrictions on competing work. Review statutory coverage before assessing duration, territory, and the activities the agreement actually prohibits.
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Shin Law Office · Northern Virginia
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A new job, a departing employee, or a demand letter can make one contract clause feel like it controls everything. We help employers and employees understand the restrictions, the current law, and the options before the next decision.
Agreement drafting, negotiation, enforcement, and defense. Tell us about any signature deadline, response date, or hearing.
Sometimes, but not every signed restriction can be enforced. Start with the worker’s statutory protections and the agreement’s dates. If a covenant is permitted, Virginia courts examine the business interest, the burden on earning a living, and public policy.
The exact work prohibited, territory, and duration matter together. Non-solicitation and confidentiality provisions need their own review. Shin Law Office helps businesses and individuals understand those differences and address the agreement or dispute.
Sources: Va. Code § 40.1-28.7:8: restrictive covenants · Home Paramount Pest Control Cos. v. Shaffer, 282 Va. 412 (2011)
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This guide helps organize a consultation. It does not decide enforceability or authorize conduct under an agreement.
Six ways we help
Describe the concern in your own words. Start with the job, the people contacted, the information involved, or the legal deadline.
Try “new job,” “trade secrets,” “overtime eligible,” or “cease and desist.” Leave out names and confidential details.
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Draft, negotiate, or challenge restrictions on competing work. Review statutory coverage before assessing duration, territory, and the activities the agreement actually prohibits.
Read the related answerDistinguish active customer solicitation, unsolicited business, and employee recruitment. The wording and the worker’s statutory protections can change the analysis.
Read the related answerReview NDAs, protect qualifying trade secrets, and address allegations involving customer data, pricing, source code, files, or other sensitive business information.
Read the related answerAssess demands, breach allegations, emergency court requests, and potential remedies. Build a response around the agreement, applicable law, evidence, and actual deadlines.
Read the related answerUnderstand an offer, exit package, or existing agreement before a career move. Negotiate narrower terms, explore a written release, and prepare a response when a restriction is asserted.
Read the related answerCheck wage and overtime coverage, the 2026 health care changes, and discharge-related payment requirements. Review the agreement’s dates, exceptions, and the current FTC rule status.
Read the related answerChoose “All topics” to broaden the results, or contact the firm about the agreement and your concern.
Discuss your situationVirginia law · Reviewed October 3, 2026
A salary figure or an old template does not answer the coverage question. The worker, compensation, license, separation, and contract history all matter.
Virginia’s statutory “low-wage” category includes employees below the Commonwealth’s average weekly wage and, subject to applicability and exclusions, employees entitled to federal overtime pay regardless of earnings.
Specified trainees and lower-paid independent contractors are also included. The law excludes employees paid entirely or predominantly through sales commissions, incentives, or bonuses.
Sources: Va. Code § 40.1-28.7:8: restrictive covenants · 2025 Acts, Chapter 585: overtime coverage and applicability · Virginia DOLI: 2026 average weekly wage notice
The 2026 law covers professionals licensed, registered, or certified by the Boards of Medicine, Nursing, Counseling, Optometry, Psychology, or Social Work.
It includes specific provisions for qualifying business sales, recruitment-related repayment, customer solicitation, and patient communications. Confirm the person’s actual licensing board.
Sources: Va. Code § 40.1-28.7:8: restrictive covenants · 2026 Acts, Chapter 1113: health care professionals
For agreements covered by the 2026 change, an employer cannot enforce a non-compete after discharging the employee without cause unless it provides severance benefits or another monetary payment disclosed when the covenant was executed.
The statute does not set a minimum payment. Paying severance does not override a separate statutory ban or cure an overbroad covenant.
Sources: Va. Code § 40.1-28.7:8: restrictive covenants · 2026 Acts, Chapter 883: discharge and severance
| Change | Effective date | Applicability to review |
|---|---|---|
| Overtime coverage | July 1, 2025 | The amendment does not change agreements entered into or renewed before this date. Review later renewals and the worker’s actual overtime rights. |
| Discharge and payment | July 1, 2026 | The amendment does not change agreements entered into, amended, or renewed before this date. The payment must be disclosed when the covenant is executed. |
| Health care professionals | July 1, 2026 | The amendment does not change agreements entered into or renewed before this date. Confirm the licensing board and the specific statutory exceptions. |
These are distinct amendments with different applicability language. An older agreement is not automatically valid, and a new law does not automatically cancel every earlier covenant. Review all versions and the governing law.
Sources: 2025 Acts, Chapter 585: overtime coverage and applicability · 2026 Acts, Chapter 883: discharge and severance · 2026 Acts, Chapter 1113: health care professionals
The FTC’s nationwide Noncompete Rule is not in effect and is not enforceable. Review current state law and other applicable legal requirements before deciding that an agreement can be enforced or ignored.
Sources: FTC: Noncompete Rule status
The label does not decide the outcome
A single employment agreement may limit competing work, contacting clients, recruiting staff, and using information. Those promises address different conduct and should be analyzed separately.
Who initiated a customer contact can matter. So can whether a restriction prohibits active solicitation or goes further and bars accepting business that arrives without solicitation.
Sources: Va. Code § 40.1-28.7:8: restrictive covenants · Sentry Force Security, LLC v. Barrera, No. 1405-24-4 (Va. Ct. App. Jan. 27, 2026), unpublished
A relevant 2026 decision: In Sentry Force Security v. Barrera, the Court of Appeals distinguished customer solicitation from employee recruitment under the low-wage statute. The opinion is unpublished. Its reasoning is useful context, not a blanket assurance that every non-solicit is valid.
If the covenant is legally permitted
Virginia courts examine whether a covenant protects a legitimate business interest, avoids an undue burden on the employee’s ability to earn a living, and is consistent with public policy. The employer bears the burden.
Function, territory, and duration are considered together. A clause that bars every role at a competitor may raise a different problem from one tied to genuinely competing services.
Sources: Home Paramount Pest Control Cos. v. Shaffer, 282 Va. 412 (2011)
Information protection has its own rules
A non-compete dispute can also involve NDAs, customer data, pricing, source code, devices, and access to business systems.
Virginia trade secret law looks at economic value from secrecy and reasonable efforts to preserve it. A document title or confidentiality stamp alone does not establish a trade secret.
Sources: Va. Code § 59.1-336: trade secrets and misappropriation
A covenant may be unenforceable while an NDA or trade secret duty remains relevant. Review the information, permitted use, access, return terms, and alleged disclosure.
Sources: Va. Code § 40.1-28.7:8: restrictive covenants · Va. Code § 59.1-336: trade secrets and misappropriation
Confidentiality agreements need to account for protected disclosures. Federal trade secret law includes limited reporting immunity and employer notice requirements with specific conditions.
Sources: 18 U.S.C. § 1833(b): protected disclosures and notice
When the agreement becomes a dispute
A former employee joining a competitor does not answer every legal question. Neither does a customer’s departure or a strongly worded demand. The claim needs to be connected to an enforceable duty and the conduct alleged.
For businesses, that means assessing coverage and evidence before threatening enforcement. For employees and hiring companies, it means reviewing the actual obligation before making commitments about a response or future conduct.
Sources: Va. Code § 40.1-28.7:8: restrictive covenants · Va. Code § 8.01-628: temporary injunction evidence · Va. Code § 59.1-337: trade secret injunctions
Discuss the disputeA court may be asked to restrict conduct before trial. The forum, evidence, claims, and applicable standards control. Virginia’s trade secret statute permits relief for actual or threatened misappropriation, but relief is not automatic.
Sources: Va. Code § 8.01-628: temporary injunction evidence · Va. Code § 59.1-337: trade secret injunctions
Virginia’s statute includes civil remedies, fee recovery when its conditions are met, and a $10,000 state civil penalty per specified violation as determined by the Commissioner. The penalty is not an automatic payment to the employee.
Prepare for a useful conversation
Start with what you have. The goal is to understand the agreement and the decision, not to collect another party’s information without permission.
How working with us begins
Identify the role, agreement, business concern, proposed move, and any immediate deadline.
Assess statutory coverage, agreement dates, exact restrictions, and the relevant facts.
Discuss drafting, negotiation, a written release, a demand response, or litigation options.
Document agreed revisions or a response plan and identify the responsibilities that continue.

Shin Law Office
Founder
A business may be protecting relationships built over years. An employee may be deciding whether to accept a job that changes a family’s future. Both deserve a clear explanation of what the agreement says and what the law permits.
Shin Law Office assists employers and employees with restrictive covenant drafting, review, negotiation, and disputes. Representation in a particular matter follows a conflicts check and an agreed engagement.
Meet Anthony I. ShinRelated legal services
Address the wider employment relationship, agreements, and workplace dispute.
Explore this topicExplore claims and defenses when the meaning or performance of an agreement is contested.
Explore this topicReview related questions about business information, brands, and intellectual property.
Explore this topicNorthern Virginia
Shin Law Office assists Northern Virginia businesses, employees, and executives with non-compete agreements, non-solicitation clauses, confidentiality obligations, and related disputes.
Tell us whether you are reviewing an offer, protecting a business, planning a hire, leaving a role, or responding to a demand. Include any known signature, response, or hearing date.
Request a consultationOffice: 571-445-6565
Cell: 571-215-8823
Fax: 703-442-8938
118 Edwards Ferry Road, N.E.
Unit 110
Leesburg, VA 20176
8300 Arlington Boulevard
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Fairfax, VA 22031
Non-compete & restrictive covenant FAQs
These answers explain common Virginia issues. The actual agreement, its dates, the applicable law, and the facts determine the available options.
Discuss your questionSome are, but the analysis starts with statutory restrictions and the agreement’s dates. If the covenant is legally permitted, the employer must still show a legitimate business interest, a restriction that does not unduly burden the employee’s livelihood, and consistency with public policy. Courts assess the prohibited activities, territory, and duration together. A signature alone does not establish enforceability.
Sources: Va. Code § 40.1-28.7:8: restrictive covenants · Home Paramount Pest Control Cos. v. Shaffer, 282 Va. 412 (2011)
No. The FTC’s Noncompete Rule is not in effect and is not enforceable. Its current status page explains the court order that stopped the rule and the agency’s steps to dismiss its appeal. Do not treat an existing agreement as automatically canceled. State law and other applicable legal requirements still need review.
Sources: FTC: Noncompete Rule status
The statutory category includes workers below the Commonwealth’s average weekly wage and, subject to the law’s applicability and exclusions, workers entitled to federal overtime pay for hours over 40 in a workweek regardless of earnings. It also includes specified trainees and certain lower-paid independent contractors. The statute excludes employees whose earnings come entirely or predominantly from sales commissions, incentives, or bonuses. Review the complete compensation arrangement.
Sources: Va. Code § 40.1-28.7:8: restrictive covenants · Virginia DOLI: 2026 average weekly wage notice
No. Salary is only one issue. Overtime eligibility can independently bring an employee within Virginia’s statutory low-wage category, subject to the applicable version of the law and exclusions. Health care protections and the discharge-related payment rule may also matter. A covenant outside those statutory restrictions must still satisfy the applicable enforceability standards.
Sources: Va. Code § 40.1-28.7:8: restrictive covenants · 2025 Acts, Chapter 585: overtime coverage and applicability · Home Paramount Pest Control Cos. v. Shaffer, 282 Va. 412 (2011)
The 2025 amendment took effect July 1, 2025. Its enactment clause preserves contracts, covenants, and agreements entered into or renewed before that date from being changed by that amendment. Review the original agreement and later renewals instead of assuming that the expansion automatically invalidated every earlier covenant.
Sources: 2025 Acts, Chapter 585: overtime coverage and applicability
For agreements covered by the 2026 amendment, a non-compete is unenforceable after an employer discharge without cause unless the employer provides severance benefits or another monetary payment disclosed when the covenant was executed. The amendment preserves agreements entered into, amended, or renewed before July 1, 2026. Payment does not override other statutory bans or make an overbroad covenant valid.
Sources: Va. Code § 40.1-28.7:8: restrictive covenants · 2026 Acts, Chapter 883: discharge and severance
The statute does not specify a minimum dollar amount or a fixed number of weeks. It requires severance benefits or another monetary payment, disclosed upon execution of the covenant, for the covered discharge scenario. The actual payment terms, agreement date, reason for discharge, and other legal limits require review. A nominal payment should not be assumed to settle enforceability.
Sources: Va. Code § 40.1-28.7:8: restrictive covenants · 2026 Acts, Chapter 883: discharge and severance
The 2026 law prohibits covered employment non-competes for people licensed, registered, or certified by the Boards of Medicine, Nursing, Counseling, Optometry, Psychology, or Social Work. The amendment preserves agreements entered into or renewed before July 1, 2026. Specific provisions address business sales, recruitment-related repayment, customer solicitation, and patient communications, so the professional’s license and the transaction matter.
Sources: Va. Code § 40.1-28.7:8: restrictive covenants · 2026 Acts, Chapter 1113: health care professionals
Virginia’s statute preserves specified, narrowly described customer non-solicitation terms and certain recruitment-related repayment provisions for departing health care professionals employed for fewer than five years. It also protects specified communications to existing patients about continuing practice, new contact information, and patient choice. These provisions have distinct conditions and should not be treated as permission for a blanket employment non-compete.
Sources: Va. Code § 40.1-28.7:8: restrictive covenants · 2026 Acts, Chapter 1113: health care professionals
Neither. Virginia’s 2025 and 2026 amendments have applicability provisions that preserve certain earlier agreements from those specific changes. Older covenants can still face restrictions under other applicable law and the common-law enforceability test. Collect every signed version, amendment, renewal, and related employment document before deciding which rules govern.
Sources: 2025 Acts, Chapter 585: overtime coverage and applicability · 2026 Acts, Chapter 883: discharge and severance · 2026 Acts, Chapter 1113: health care professionals · Home Paramount Pest Control Cos. v. Shaffer, 282 Va. 412 (2011)
No. Virginia courts assess duration together with the prohibited work and geographic scope, in light of the business interest and burden on earning a living. A limited territory or familiar time period does not necessarily cure a clause that prohibits too many activities. There is no universal safe duration for every job or business.
Sources: Home Paramount Pest Control Cos. v. Shaffer, 282 Va. 412 (2011)
Do not rely on that. In Home Paramount, the Supreme Court of Virginia rejected an attempt to narrow clear, sweeping contract language through outside evidence. Whether a distinct provision can be severed is a separate question from rewriting a defective restriction. Review the exact language, governing law, and available arguments before depending on a court to repair the agreement.
Sources: Home Paramount Pest Control Cos. v. Shaffer, 282 Va. 412 (2011)
A non-compete limits competing work or business activity. A non-solicitation clause targets particular contacts or recruitment. The label is not decisive: customer solicitation, accepting unsolicited business, and recruiting coworkers can receive different treatment under Virginia law. In the unpublished 2026 Sentry Force decision, the court distinguished customer solicitation from employee recruitment when applying the low-wage statute.
Sources: Va. Code § 40.1-28.7:8: restrictive covenants · Sentry Force Security, LLC v. Barrera, No. 1405-24-4 (Va. Ct. App. Jan. 27, 2026), unpublished
Who initiated the contact matters. Virginia’s statute says a covenant not to compete cannot restrict providing services to an employer’s customer when the employee did not initiate contact or solicit the customer. Review the facts and the whole agreement before relying on that protection. Confidentiality, trade secret, and other independent obligations may still apply.
Sources: Va. Code § 40.1-28.7:8: restrictive covenants · Va. Code § 59.1-336: trade secrets and misappropriation
A carefully drawn customer-solicitation restriction may be treated differently from a prohibited non-compete. In Sentry Force Security v. Barrera, an unpublished January 2026 opinion, the Court of Appeals concluded that the low-wage statute did not bar the customer-solicitation clause at issue. That does not make every customer restriction enforceable; the language, conduct, and other applicable legal standards still matter.
Sources: Sentry Force Security, LLC v. Barrera, No. 1405-24-4 (Va. Ct. App. Jan. 27, 2026), unpublished · Va. Code § 40.1-28.7:8: restrictive covenants
Do not assume that they do. In the unpublished Sentry Force decision, the Court of Appeals treated the employee-solicitation restriction as within Virginia’s statutory non-compete definition and prohibited its enforcement against the assumed low-wage employee. Review worker coverage, the dates, and the precise recruiting restriction separately from a customer non-solicitation clause.
Sources: Sentry Force Security, LLC v. Barrera, No. 1405-24-4 (Va. Ct. App. Jan. 27, 2026), unpublished · Va. Code § 40.1-28.7:8: restrictive covenants
There is no universal answer based only on the platform or the word announcement. Review the recipients, wording, targeting, timing, follow-up messages, and actual clause. Preserve the communication rather than rewriting or deleting it during a dispute. Health care professionals also have specific statutory protections for certain patient communications.
No. Virginia’s non-compete statute preserves qualifying nondisclosure agreements, and trade secret law can apply independently. A worker may be free of a particular competition restriction while still owing duties concerning protected information. Analyze the non-compete, NDA, information involved, and alleged conduct separately.
Sources: Va. Code § 40.1-28.7:8: restrictive covenants · Va. Code § 59.1-336: trade secrets and misappropriation
No. Under Virginia law, a trade secret must derive independent economic value from not being generally known or readily ascertainable by proper means, and it must be subject to reasonable efforts to maintain secrecy. Customer data, pricing, software, or processes may qualify depending on the facts. A confidentiality label alone does not establish those elements.
Sources: Va. Code § 59.1-336: trade secrets and misappropriation
Stop unauthorized access or use and preserve relevant records. Do not forward business files to a new employer, wipe a device, delete messages, or conduct an unauthorized search. Ask counsel to coordinate lawful preservation, review, and return obligations, including personal devices or accounts containing disputed information. A return-of-property demand and an evidence-preservation duty need to be handled together.
Not every disclosure can lawfully be prohibited. For example, 18 U.S.C. § 1833(b) provides limited trade secret immunity for specified confidential reports to government officials or an attorney and certain sealed court filings. Employers have related notice duties in covered confidentiality agreements. The conditions matter; this is not a blanket permission to take or publish company information.
Sources: 18 U.S.C. § 1833(b): protected disclosures and notice
Keep the entire letter and attachments, note the requested response date, and preserve relevant communications and agreements. Identify whether a lawsuit has actually been filed or any court order entered. Discuss a response promptly before making admissions, signing new promises, or changing disputed records. A demand letter itself is not a court order.
A party may request temporary injunctive relief, but filing a motion does not establish entitlement to it. The court, claims, evidence, and applicable standards determine the result. Virginia law expressly permits injunctions for actual or threatened trade secret misappropriation. Treat a scheduled hearing or issued order as a separate, immediate priority.
Sources: Va. Code § 8.01-628: temporary injunction evidence · Va. Code § 59.1-337: trade secret injunctions
Potential remedies depend on a valid claim, proof, causation, and the applicable agreement and law. They can include appropriately tailored injunctive relief and proven damages. Virginia trade secret law provides specified damages remedies for qualifying misappropriation. A departing employee, lost customer, or alleged breach does not automatically establish liability or a right to a particular award.
Sources: Va. Code § 59.1-337: trade secret injunctions · Va. Code § 59.1-338: trade secret damages
You can request changes, although the other party may decline. Review the prohibited activities, customers, territory, duration, governing law, dispute forum, payment terms, and written-release options. Employment, equity, bonus, and separation documents may contain overlapping restrictions. Seek review while time remains to negotiate; no particular revision guarantees enforceability or acceptance.
Review any existing restrictions with the candidate’s authorization, compare the proposed duties and relationships, and plan the start date and onboarding accordingly. Do not ask a new hire to bring a competitor’s files or confidential information. A change of employer or title alone does not answer the legal questions, and the absence of an enforceable non-compete does not remove separate information obligations.
Sources: Va. Code § 59.1-336: trade secrets and misappropriation
It can. Work locations, the parties, choice-of-law language, forum provisions, and mandatory protections may affect which law applies and where a dispute can proceed. A Virginia address or a contract naming another state is not, by itself, a complete answer. Identify the places where the employee worked and will work and bring the full agreement for review.
The transaction and governing law require separate analysis. Virginia’s health care provisions expressly preserve qualifying sale-of-business restrictions when statutory transaction requirements are met and the covenant is reasonable in scope, duration, and area. An employment restriction should not be treated as a business-sale covenant merely because a worker holds an ownership interest.
Yes. Virginia’s statute authorizes a $10,000 civil penalty for each violation of specified prohibitions as determined by the Commissioner. It also provides a civil action, potential remedies, and fee recovery when the statutory conditions are met. Employers have a separate posting duty. The civil penalty is paid to the state; it is not an automatic $10,000 payment to the worker.
Seek review before signing or acting on a restriction, and promptly when a demand, lawsuit, or hearing arrives. Virginia’s statutory civil action has a two-year limitation measured from the latest of specified events, but that is not a deadline for answering a lawsuit or responding to an injunction request. Court papers and other claims can require action much sooner.
Know what the agreement means for your next step
Bring the agreement, the situation, and the deadline. We can help identify the legal issues and discuss a practical path forward.
Contacting the firm does not establish representation or extend a filing, response, or hearing deadline.
Sources reviewed October 3, 2026. The 2025 and 2026 amendments include separate applicability provisions. The Sentry Force opinion listed below is unpublished.
General information, not legal advice for a particular agreement or dispute. Illustrations and guide results do not decide enforceability or authorize conduct. Representation follows a conflicts check and an agreed engagement.
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Copyright © 2026 Shin Law Office, PLC. All rights reserved.
Reproduction of any content on this site is prohibited except for individual, non-commercial, informational use. This limited permission does not allow modification, distribution, or incorporation of any content into other works or publications in any medium. You may not reproduce or distribute content from this site to any third party.

