Missouri Non-Compete Agreement Drafting Checklist

Drafting a Missouri non-compete step-by-step

This sequence tracks the reasonableness factors Missouri courts apply and the framework in RSMo § 431.202. Each step is a general guide, not a guarantee of enforceability — the specific facts of the employment relationship usually control.

Step 1: Identify the legitimate, protectable interest

Missouri generally enforces a non-compete only where it protects a recognized interest — typically trade secrets, confidential business information, or customer relationships and goodwill. Name the actual interest the covenant is meant to protect, because a restriction that merely shields the employer from competition tends to be unenforceable.

Step 2: Set a reasonable duration

Choose a term no longer than what is genuinely needed to protect that interest. In Missouri practice, one-year restrictions are commonly upheld and two years is often acceptable when the interest justifies it, while longer terms tend to draw closer scrutiny.

Step 3: Set a reasonable geographic scope

Tie the restricted territory to where the business actually operates or where the employee had customer contact. A nationwide or statewide restriction for a business that serves only a local market is generally viewed as overbroad. Where an employee dealt with specific customers regardless of location, a scope defined by those customers may sometimes be more appropriate than a map.

Step 4: Limit the restricted activities to what is necessary

Define the prohibited conduct narrowly so it reaches only work that would actually threaten the protected trade secrets or customer relationships. A sweeping ban on working anywhere in the industry tends to invite a challenge, whereas a restriction matched to the employee's real role is easier to defend.

Step 5: Provide adequate consideration

Make sure the employee receives something of value in exchange for the promise. For a new hire, the job offer itself generally serves as consideration. For an existing employee, confirm what supports the covenant — Missouri often recognizes continued at-will employment, and access to confidential information or training can reinforce it, but the specifics can be fact-dependent.

Step 6: Add a severability and governing-law clause

Include a severability or "blue-pencil" clause and a governing-law clause. Missouri courts often modify an overbroad covenant — for example, by shortening its duration or narrowing its geography — rather than voiding it entirely, and clauses that invite the court to narrow rather than strike a term can help preserve the enforceable core.

Step 7: Confirm the agreement fits RSMo § 431.202

Check the draft against RSMo § 431.202, which validates reasonable restrictive covenants but also sets protections and limits for certain categories of workers — for instance, it generally does not allow a non-compete against an employee who provides only secretarial or clerical services. Confirm the agreement fits within the statute's framework before finalizing it.

Common drafting mistakes

• Restricting competition generally instead of protecting a specific, recognized interest.
• Setting a duration or territory broader than the interest actually requires.
• Banning an entire field of work rather than the employee's real, threatening conduct.
• Asking an existing employee to sign without confirming what supports the promise.
• Omitting a severability or blue-pencil clause, leaving an overbroad term exposed.
• Trying to bind clerical-only employees the statute generally does not reach.

When to talk to a lawyer

Non-compete enforceability turns on details that are hard to judge from a template — whether the interest is genuinely protectable, whether the duration and geography are reasonable, and how RSMo § 431.202 applies to a particular role. Because these covenants are scrutinized closely and the law can shift, it is generally wise to have a qualified Missouri attorney review a non-compete before you ask anyone to sign it or rely on it in a dispute.