---
jurisdiction: "New York"
slug: new-york
countryCode: US
snapshotAsOf: "2026-06-10"
lastReviewed: "2026-06-03"
canonicalUrl: https://openagreements.org/legal/non-compete/new-york
license: CC BY 4.0
stale: false
---

> [!IMPORTANT]
> **Informational only — not legal advice.** This is a snapshot of an OpenAgreements practice note,
> provided for general information. It is not legal advice, does not create an attorney-client
> relationship, and is not a substitute for a licensed attorney in the relevant jurisdiction.
> Laws change; verify against the canonical version before relying on it.
>
> **Canonical:** https://openagreements.org/legal/non-compete/new-york · **Snapshot as of:** 2026-06-10 · License: CC BY 4.0 · © UseJunior

# Non-Competes in New York[^about]

New York has no general non-compete statute; employee non-competes are enforceable only to the extent they are reasonable under the common-law BDO Seidman test.


## At a glance

| Question | New York |
| --- | --- |
| **Are non-competes enforceable?** | Allowed if reasonable |
| **Bottom line** | New York has no general non-compete statute; employee non-competes are enforceable only to the extent reasonable under the common-law BDO Seidman three-part test, with a statutory ban only for broadcast-industry employees. |
| **Main law or case** | BDO Seidman v. Hirshberg, 93 N.Y.2d 382 (1999) |
| **Main exceptions** | Broadcast-employee ban (N.Y. Labor Law § 202-k); sale-of-business/goodwill more favorable |
| **Can a court narrow it?** | Yes — rewrites to reasonable |
| **Applies to contractors?** | Unclear |
| **Restriction extended during a breach?** | Open question — no controlling authority |
| **Maximum length set by law** | No statutory limit |

## Are employee non-compete agreements enforceable in New York? {#enforceability}

**Short answer.** Yes, sometimes. New York has no general statute governing non-competes, so enforceability is decided under common law: an employee non-compete is enforceable only to the extent it is reasonable [^bdo-reasonableness-standard][^natural-organics-three-prong-test].

The controlling standard comes from the Court of Appeals decision in *BDO Seidman v. Hirshberg*. A restraint is reasonable only if it: (1) is no greater than required to protect the employer's legitimate interest, (2) does not impose undue hardship on the employee, and (3) is not injurious to the public [^natural-organics-three-prong-test]. A violation of any prong invalidates the covenant, so a New York non-compete is enforced only when the employer can satisfy all three [^bdo-reasonableness-standard].

The New York Attorney General's public guidance describes the same framework, adding that a covenant must also be reasonable in time period and geographic scope [^ag-faq-four-part-test]. Trial courts apply the test to non-competes and to closely related restraints such as customer and employee non-solicitation clauses [^otg-enforceability-standard].

"‘A restraint is reasonable only if it: (1) is no greater than is required for the protection of the legitimate interest of the employer, (2) does not impose undue hardship on the employee, and (3) is not injurious to the public’"[^natural-organics-three-prong-test]

> [!NOTE]
> **Practice note.**
>
> Do not treat a New York non-compete as presumptively valid. The covenant must satisfy every prong of the reasonableness test, and one that flunks any prong is unenforceable [^bdo-reasonableness-standard][^otg-enforceability-standard].

## What legitimate business interests can support a New York non-compete? {#protectable-interests}

**Short answer.** The protectable interests are narrow: a New York covenant must guard against misappropriation of trade secrets or confidential customer information, or against competition by a former employee whose services were unique or extraordinary, or protect client goodwill the employer's resources helped the employee build [^gallagher-limited-interests][^bdo-goodwill-interest].

These limits trace to *Reed, Roberts Associates v. Strauman*, which held that an employee's knowledge of an employer's ordinary, internal operations is not protectable absent a trade secret or a breach of trust [^reed-roberts-routine-knowledge]. A covenant aimed only at ordinary competition fails, because there is no protectable interest behind it [^natural-organics-no-interest].

The *unique or extraordinary services* category is demanding. It is not enough that the employee excels or is valuable; the services must be special enough that the employee's loss would cause irreparable injury or be effectively irreplaceable [^weitz-unique-services-standard][^ticor-unique-services]. The inquiry turns on the employee's particular relationship to the business and is decided case by case [^ticor-case-by-case].

"Where the knowledge does not qualify for protection as a trade secret and there has been no conspiracy or breach of trust resulting in commercial piracy we see no reason to inhibit the employee’s ability to realize his potential both professionally and financially by availing himself of opportunity."[^reed-roberts-routine-knowledge]

> [!CAUTION]
> **Drafting note.**
>
> Do not draft a New York non-compete to block ordinary competition. Tie the restraint to a specific protectable interest — identified trade secrets, confidential customer information, employer-built client goodwill, or genuinely unique services — because a covenant unconnected to one of those interests is unenforceable regardless of how reasonable its time and geography look [^gallagher-limited-interests][^natural-organics-no-interest].

## Will a New York court narrow (blue-pencil) an overbroad non-compete? {#court-narrowing}

**Short answer.** Sometimes, but partial enforcement is discretionary, not automatic. New York rejects a per se rule voiding every overbroad covenant, yet a court will rewrite one to a reasonable scope only when the employer acted in good faith and did not overreach [^bdo-rejects-per-se][^bdo-partial-enforcement-standard].

The decisive factor is the employer's conduct. If the employer shows an absence of overreaching, coercive use of bargaining power, or other anti-competitive misconduct, and sought in good faith to protect a legitimate interest, partial enforcement may be justified [^bdo-partial-enforcement-standard]. The Attorney General's guidance describes the same possibility — a court may enforce some parts of a covenant for a shorter time or smaller area while disregarding unreasonable portions [^ag-faq-partial-enforcement].

But there is no severance to perform when the covenant protects no legitimate interest at all; in that case the agreement is simply unenforceable [^natural-organics-no-severance].

> [!CAUTION]
> **Drafting note.**
>
> Do not rely on a New York court to save an overbroad covenant. Because partial enforcement is withheld where the employer overreached, draft duration, geography, and activity scope to the minimum the protectable interest actually requires — an aggressive covenant is more likely to be struck whole than trimmed [^bdo-partial-enforcement-standard][^natural-organics-no-severance].

## Is continued employment enough consideration for a New York non-compete signed after hire? {#consideration}

**Short answer.** It can be. New York treats at-will employment as a relationship that will support a restrictive covenant, and an employer's forbearance from discharging an at-will worker can supply consideration — but only if the employment then continues for a substantial period [^zellner-at-will-supports-covenant][^zellner-substantial-period].

Like any contract term, a promise not to compete must be supported by adequate consideration [^zellner-consideration-required]. In the at-will setting, the employer's right to discharge without cause means that forbearing to exercise that right is a legal detriment that can stand as consideration [^zellner-forbearance]. The catch is duration: if the worker is fired shortly after signing, the forbearance is illusory and the consideration fails, whereas a relationship that continues for a substantial period validates it [^zellner-substantial-period].

> [!NOTE]
> **Practice note.**
>
> Do not assume a mid-employment non-compete is supported merely because the worker kept their job. If New York at-will employment ends soon after the covenant is signed, a court may find the promised forbearance illusory and the consideration inadequate; fresh consideration (a raise, promotion, or bonus) reduces that risk [^zellner-substantial-period][^zellner-forbearance].

## How does New York treat customer and employee non-solicitation covenants? {#nonsolicitation}

**Short answer.** They are still measured for reasonableness, but employee non-recruitment clauses are treated as less restrictive than a full non-compete and may be enforceable when reasonable; a customer non-solicitation clause must be tied to the clients the employee actually served [^otg-nonrecruitment-less-restrictive][^brown-brown-overbroad-customers].

In *OTG Management v. Konstantinidis*, the court denied a non-compete injunction but enforced a non-recruitment clause, finding it reasonable in scope and not a meaningful burden on the worker [^otg-nonrecruitment-enforced]. *OTG*, a New York trial court following lower-court and federal authority, treated no-recruit clauses as inherently more reasonable than non-competes because they restrict less [^otg-nonrecruitment-less-restrictive].

Customer non-solicitation fares differently when it sweeps too broadly. In *Brown & Brown v. Johnson*, applying New York law, the Court of Appeals found the former employee's customer non-solicitation provision overbroad to the extent it reached customers she never serviced — even customers she had never met, did not know about, and did no work for. The Court applied New York reasonableness law and remitted, leaving partial enforcement to be decided below [^brown-brown-overbroad-customers].

> [!CAUTION]
> **Drafting note.**
>
> Do not draft a customer non-solicit that reaches customers the employee never met, did not know about, and did no work for. Tie the restraint to customer relationships the employee actually developed or serviced through work for the employer, and preserve any request for partial enforcement under *BDO Seidman* [^brown-brown-overbroad-customers][^q5-bdo-partial-enforcement].

## How are sale-of-business and goodwill non-competes treated in New York? {#sale-of-business}

**Short answer.** More favorably than employee covenants. When someone sells a business and its goodwill, New York implies a covenant barring the seller from soliciting the former customers — a duty the Court of Appeals describes as permanent and narrower than an express non-compete [^bessemer-implied-covenant][^mohawk-permanent-duty].

In *Bessemer Trust v. Branin*, the Court of Appeals confirmed that the implied covenant bars a seller of goodwill from improperly soliciting former clients [^bessemer-implied-covenant]. The seller may still accept business that comes without active solicitation, but remains under a permanent duty not to solicit [^mohawk-permanent-duty]. That implied duty is narrower than an express covenant because it restricts solicitation rather than competition generally [^mohawk-narrower-duty].

If S4641A becomes law, it would expressly preserve sale-of-business non-competes for owners holding at least a 15% interest, leaving this category intact even under a statutory ban [^s4641a-sale-of-business].

## Can an out-of-state choice-of-law clause avoid New York non-compete rules? {#choice-of-law}

**Short answer.** Not when the chosen law is *truly obnoxious* to New York policy. In *Brown & Brown v. Johnson*, the Court of Appeals refused to apply a Florida choice-of-law clause to a non-solicitation dispute involving a New York employee, holding that doing so would violate New York public policy [^brown-brown-choice-of-law].

New York generally honors a contractual choice of law, but reserves a public-policy exception for foreign laws that are truly obnoxious to the state's own policy — and it found Florida's employer-favorable restrictive-covenant law to meet that bar [^brown-brown-choice-of-law]. Looking ahead, S4641A would go further by voiding any choice-of-law or venue clause used to avoid the statute for workers who reside or work in New York [^s4641a-choice-of-law-antiavoidance].

> [!CAUTION]
> **Drafting note.**
>
> Do not assume a non-New York choice-of-law clause will rescue an employer-favorable covenant against a New York-based worker. Under *Brown & Brown*, a court can disregard the chosen law and apply New York reasonableness limits where the foreign law is truly obnoxious to New York policy [^brown-brown-choice-of-law].

## Does a New York non-compete's restricted period pause (toll) during a breach or litigation? {#tolling-extension}

**Short answer.** Treat it as an open question. New York measures a covenant's duration as part of the reasonableness test, and no controlling New York decision establishes that the restricted period automatically tolls — pauses and extends — while a former employee is violating the covenant or while litigation is pending [^tolling-time-reasonableness].

The uncertainty matters because duration is itself part of what a court must find reasonable. A contractual clause that extends the restricted period during a breach lengthens that very term, so an open-ended or automatic extension can push an otherwise reasonable covenant into unreasonable territory [^tolling-time-reasonableness]. An employer that wants the clock to pause during a breach should therefore say so expressly rather than assume a court will extend the period. Pending legislation points the same direction: S4641A would cap any permissible non-compete at a one-year term, which an extension-on-breach clause could exceed [^s4641a-one-year-cap].

> [!CAUTION]
> **Drafting note.**
>
> Do not rely on an automatic tolling or extension-on-breach clause to lengthen a New York non-compete. Because no controlling New York rule blesses judicial tolling and duration drives reasonableness, draft any extension narrowly and time-limited; if S4641A becomes law, an extension that pushes the restriction past one year would conflict with the statutory cap [^tolling-time-reasonableness][^s4641a-one-year-cap].

## What special non-compete rule applies to broadcast-industry employees in New York? {#broadcast-industry}

**Short answer.** Broadcast employees have a statutory shield. New York Labor Law § 202-k bars a broadcasting-industry employer from requiring, as a condition of employment, that a broadcast employee refrain from working in a geographic area, for a period of time, or for a competitor after employment ends [^lab-202k-ban].

This is the one place New York has a statutory non-compete prohibition rather than a common-law standard. The ban applies to post-employment restraints; it does not reach a covenant operating during the term of an employment contract [^lab-202k-in-term-carveout]. An employer who violates the section is civilly liable to the broadcast employee for damages, attorneys' fees, and costs [^lab-202k-ban].

## What are the key recent developments in New York non-compete law? {#recent-developments}

**Short answer.** New York has not banned non-competes, despite repeated attempts. A near-total statutory ban was vetoed at the end of 2023, a narrower successor bill is pending in 2026, and the federal FTC non-compete rule has been vacated — so common law still controls [^s3100a-vetoed-ban][^s4641a-pending-ban][^ftc-rule-vacated].

- 
- 
- 

> [!NOTE]
> **Practice note.**
>
> Do not advise clients that New York has *banned* non-competes. As of this review, no statewide ban is in effect — S3100A was vetoed and S4641A has not passed the Assembly — so the common-law reasonableness test still governs. Re-check the status of S4641A before relying on the current rule [^s3100a-vetoed-ban][^s4641a-pending-ban].

[^about]: By Steven Obiajulu, J.D. Published by [openagreements.org](https://openagreements.org) · Maintained by [UseJunior](https://usejunior.com). Last reviewed 2026-06-03. License: CC BY 4.0. Steven Obiajulu, J.D. is admitted in New York. This article synthesizes New York primary law and is not legal advice. This article is for informational purposes only and does not create an attorney-client relationship.

[^bdo-reasonableness-standard]: **BDO Seidman v. Hirshberg** — "The modern, prevailing common-law standard of reasonableness for employee agreements not to compete applies a three-pronged test." *BDO Seidman v. Hirshberg, 93 N.Y.2d 382, 388 (1999).* <https://www.courtlistener.com/opinion/2117265/bdo-seidman-v-hirshberg/#:~:text=The%20modern%2C%20prevailing%20common%2Dlaw%20standard,compete%20applies%20a%20three%2Dpronged%20test.>

[^natural-organics-three-prong-test]: **Natural Organics, Inc. v. Kirkendall** — "‘A restraint is reasonable only if it: (1) is no greater than is required for the protection of the legitimate interest of the employer, (2) does not impose undue hardship on the employee, and (3) is not injurious to the public’" *Natural Organics, Inc. v. Kirkendall, 52 A.D.3d 488 (2d Dep't 2008).* <https://www.courtlistener.com/opinion/5897806/natural-organics-inc-v-kirkendall/#:~:text=%22A%20restraint%20is%20reasonable%20only,not%20injurious%20to%20the%20public%22>

[^ag-faq-four-part-test]: **N.Y. Attorney General, Non-Compete Agreements in New York State: FAQ** — "A non-compete is only allowed and enforceable to the extent it (1) is necessary to protect the employer’s legitimate interests, (2) does not impose an undue hardship on the employee, (3) does not harm the public, and (4) is reasonable in time period and geographic scope." *N.Y. Att'y Gen., Non-Compete Agreements in New York State: Frequently Asked Questions (2022).* <https://ag.ny.gov/sites/default/files/non-competes.pdf>

[^otg-enforceability-standard]: **OTG Management, LLC v. Konstantinidis** — "In order to be enforceable, an anticompetitive covenant ancillary to an employment agreement must be reasonable in time and area, necessary to protect the employer’s legitimate interests, not harmful to the public, and not unreasonably burdensome to the employee." *OTG Mgt., LLC v. Konstantinidis, 40 Misc. 3d 617 (Sup. Ct. N.Y. County 2013).* <https://www.courtlistener.com/opinion/6314442/otg-management-llc-v-konstantinidis/#:~:text=In%20order%20to%20be%20enforceable%2C,unreasonably%20burdensome%20to%20the%20employee.>

[^gallagher-limited-interests]: **Arthur J. Gallagher & Co. v. Marchese** — "An employer’s interests justifying a restrictive covenant are limited ‘to the protection against misappropriation of the employer’s trade secrets or of confidential customer lists, or protection from competition by a former employee whose services are unique or extraordinary’" *Arthur J. Gallagher & Co. v. Marchese, 96 A.D.3d 791 (2d Dep't 2012).* <https://www.courtlistener.com/opinion/5999301/arthur-j-gallagher-co-v-marchese/#:~:text=An%20employer%E2%80%99s%20interests%20justifying%20a,services%20are%20unique%20or%20extraordinary%E2%80%9D>

[^bdo-goodwill-interest]: **BDO Seidman v. Hirshberg** — "The employer has a legitimate interest in preventing former employees from exploiting or appropriating the goodwill of a client or customer, which had been created and maintained at the employer’s expense, to the employer’s competitive detriment" *BDO Seidman v. Hirshberg, 93 N.Y.2d 382, 392 (1999).* <https://www.courtlistener.com/opinion/2117265/bdo-seidman-v-hirshberg/#:~:text=The%20employer%20has%20a%20legitimate,to%20the%20employer%E2%80%99s%20competitive%20detriment>

[^reed-roberts-routine-knowledge]: **Reed, Roberts Associates, Inc. v. Strauman** — "Where the knowledge does not qualify for protection as a trade secret and there has been no conspiracy or breach of trust resulting in commercial piracy we see no reason to inhibit the employee’s ability to realize his potential both professionally and financially by availing himself of opportunity." *Reed, Roberts Assocs., Inc. v. Strauman, 40 N.Y.2d 303 (1976).* <https://www.courtlistener.com/opinion/5682269/reed-roberts-associates-inc-v-strauman/#:~:text=Where%20the%20knowledge%20does%20not,by%20availing%20himself%20of%20opportunity.>

[^natural-organics-no-interest]: **Natural Organics, Inc. v. Kirkendall** — "Since there is no legitimate employer interest to protect, the noncompete agreement is unenforceable and the issue of partial enforcement does not arise" *Natural Organics, Inc. v. Kirkendall, 52 A.D.3d 488 (2d Dep't 2008).* <https://www.courtlistener.com/opinion/5897806/natural-organics-inc-v-kirkendall/#:~:text=Since%20there%20is%20no%20legitimate,partial%20enforcement%20does%20not%20arise>

[^weitz-unique-services-standard]: **Purchasing Associates, Inc. v. Weitz** — "More must, of course, be shown to establish such a quality than that the employee excels at his work or that his performance is of high value to his employer." *Purchasing Assocs., Inc. v. Weitz, 13 N.Y.2d 267 (1963).* <https://www.courtlistener.com/opinion/5673277/purchasing-associates-inc-v-weitz/#:~:text=More%20must%2C%20of%20course%2C%20be,high%20value%20to%20his%20employer.>

[^ticor-unique-services]: **Ticor Title Insurance Co. v. Cohen** — "Services that are not simply of value to the employer, but that may also truly be said to be special, unique or extraordinary may entitle an employer to injunctive relief." *Ticor Title Ins. Co. v. Cohen, 173 F.3d 63 (2d Cir. 1999).* <https://www.courtlistener.com/opinion/763095/ticor-title-insurance-co-chicago-title-insurance-co-v-kenneth-c-cohen/#:~:text=Services%20that%20are%20not%20simply,an%20employer%20to%20injunctive%20relief.>

[^ticor-case-by-case]: **Ticor Title Insurance Co. v. Cohen** — "Instead, now the inquiry is more focused on the employee’s relationship to the employer’s business to ascertain whether his or her services and value to that operation may be said to be unique, special or extraordinary; that inquiry, because individual circumstances differ so widely, must of necessity be on a case-by-case basis." *Ticor Title Ins. Co. v. Cohen, 173 F.3d 63 (2d Cir. 1999).* <https://www.courtlistener.com/opinion/763095/ticor-title-insurance-co-chicago-title-insurance-co-v-kenneth-c-cohen/#:~:text=Instead%2C%20now%20the%20inquiry%20is,be%20on%20a%20case%2Dby%2Dcase%20basis.>

[^bdo-rejects-per-se]: **BDO Seidman v. Hirshberg** — "The prevailing, modern view rejects a per se rule that invalidates entirely any overbroad employee agreement not to compete." *BDO Seidman v. Hirshberg, 93 N.Y.2d 382, 394 (1999).* <https://www.courtlistener.com/opinion/2117265/bdo-seidman-v-hirshberg/#:~:text=The%20prevailing%2C%20modern%20view%20rejects,employee%20agreement%20not%20to%20compete.>

[^bdo-partial-enforcement-standard]: **BDO Seidman v. Hirshberg** — "Under this approach, if the employer demonstrates an absence of overreaching, coercive use of dominant bargaining power, or other anti-competitive misconduct, but has in good faith sought to protect a legitimate business interest, consistent with reasonable standards of fair dealing, partial enforcement may be justified" *BDO Seidman v. Hirshberg, 93 N.Y.2d 382, 394 (1999).* <https://www.courtlistener.com/opinion/2117265/bdo-seidman-v-hirshberg/#:~:text=Under%20this%20approach%2C%20if%20the,partial%20enforcement%20may%20be%20justified>

[^ag-faq-partial-enforcement]: **N.Y. Attorney General, Non-Compete Agreements in New York State: FAQ** — "A court may require an employee to comply with some parts of a non-compete agreement, even if other portions of the agreement are unreasonable, such as length of time or geographic scope." *N.Y. Att'y Gen., Non-Compete Agreements in New York State: Frequently Asked Questions (2022).* <https://ag.ny.gov/sites/default/files/non-competes.pdf>

[^natural-organics-no-severance]: **Natural Organics, Inc. v. Kirkendall** — "Since there is no legitimate employer interest to protect, the noncompete agreement is unenforceable and the issue of partial enforcement does not arise" *Natural Organics, Inc. v. Kirkendall, 52 A.D.3d 488 (2d Dep't 2008).* <https://www.courtlistener.com/opinion/5897806/natural-organics-inc-v-kirkendall/#:~:text=Since%20there%20is%20no%20legitimate,partial%20enforcement%20does%20not%20arise>

[^zellner-at-will-supports-covenant]: **Zellner v. Stephen D. Conrad, M.D., P.C.** — "We believe, however, that at-will employment qualifies as a relationship which will support a restrictive covenant." *Zellner v. Stephen D. Conrad, M.D., P.C., 183 A.D.2d 250 (2d Dep't 1992).* <https://www.courtlistener.com/opinion/6084767/zellner-v-stephen-d-conrad-md-p-c/#:~:text=We%20believe%2C%20however%2C%20that%20at%2Dwill,will%20support%20a%20restrictive%20covenant.>

[^zellner-substantial-period]: **Zellner v. Stephen D. Conrad, M.D., P.C.** — "However, where, as here, a relationship continues for a substantial period after the covenant is given, the forbearance is real, not illusory, and the consideration given for the promise is validated." *Zellner v. Stephen D. Conrad, M.D., P.C., 183 A.D.2d 250 (2d Dep't 1992).* <https://www.courtlistener.com/opinion/6084767/zellner-v-stephen-d-conrad-md-p-c/#:~:text=However%2C%20where%2C%20as%20here%2C%20a,for%20the%20promise%20is%20validated.>

[^zellner-consideration-required]: **Zellner v. Stephen D. Conrad, M.D., P.C.** — "As with any contract, the promise not to compete must be supported by adequate consideration on the part of the promisee." *Zellner v. Stephen D. Conrad, M.D., P.C., 183 A.D.2d 250 (2d Dep't 1992).* <https://www.courtlistener.com/opinion/6084767/zellner-v-stephen-d-conrad-md-p-c/#:~:text=As%20with%20any%20contract%2C%20the,the%20part%20of%20the%20promisee.>

[^zellner-forbearance]: **Zellner v. Stephen D. Conrad, M.D., P.C.** — "Because in at-will employment the employer has the right to discharge the employee (or, as here, an independent contractor providing services under a similar arrangement), without cause, and without being subject to inquiry as to his or her motives (Sabetay v Sterling Drug, supra), forbearance of that right is a legal detriment which can stand as consideration for a restrictive covenant." *Zellner v. Stephen D. Conrad, M.D., P.C., 183 A.D.2d 250 (2d Dep't 1992).* <https://www.courtlistener.com/opinion/6084767/zellner-v-stephen-d-conrad-md-p-c/#:~:text=Because%20in%20at%2Dwill%20employment%20the,consideration%20for%20a%20restrictive%20covenant.>

[^otg-nonrecruitment-less-restrictive]: **OTG Management, LLC v. Konstantinidis** — "While both Renaissance Nutrition and Lazer recognized that non-recruitment clauses are subject to reasonableness scrutiny because they are anti-competitive in nature, non-recruitment clauses are ‘inherently more reasonable and less restrictive’ than noncompete clauses." *OTG Mgt., LLC v. Konstantinidis, 40 Misc. 3d 617 (Sup. Ct. N.Y. County 2013).* <https://www.courtlistener.com/opinion/6314442/otg-management-llc-v-konstantinidis/#:~:text=While%20both%20Renaissance%20Nutrition%20and,less%20restrictive%E2%80%9D%20than%20noncompete%20clauses.>

[^brown-brown-overbroad-customers]: **Brown & Brown, Inc. v. Johnson** — "even those Johnson had never met, did not know about and for whom she had done no work" *Brown & Brown, Inc. v. Johnson, 25 N.Y.3d 364 (2015).* <https://www.courtlistener.com/opinion/2807346/brown-brown-v-theresa-a-johnson/#:~:text=even%20those%20Johnson%20had%20never,she%20had%20done%20no%20work>

[^otg-nonrecruitment-enforced]: **OTG Management, LLC v. Konstantinidis** — "Here, the court finds that the non-recruitment clause is enforceable because it is reasonable in scope and imposes no meaningful burden on Konstantinidis." *OTG Mgt., LLC v. Konstantinidis, 40 Misc. 3d 617 (Sup. Ct. N.Y. County 2013).* <https://www.courtlistener.com/opinion/6314442/otg-management-llc-v-konstantinidis/#:~:text=Here%2C%20the%20court%20finds%20that,no%20meaningful%20burden%20on%20Konstantinidis.>

[^q5-bdo-partial-enforcement]: **BDO Seidman v. Hirshberg** — "Under this approach, if the employer demonstrates an absence of overreaching, coercive use of dominant bargaining power, or other anti-competitive misconduct, but has in good faith sought to protect a legitimate business interest, consistent with reasonable standards of fair dealing, partial enforcement may be justified" *BDO Seidman v. Hirshberg, 93 N.Y.2d 382, 394 (1999).* <https://www.courtlistener.com/opinion/2117265/bdo-seidman-v-hirshberg/#:~:text=Under%20this%20approach%2C%20if%20the,partial%20enforcement%20may%20be%20justified>

[^bessemer-implied-covenant]: **Bessemer Trust Co., N.A. v. Branin** — "In answering the certified question, we continue to apply our precedents in Von Bremen and Mohawk and hold that the ‘implied covenant’ bars a seller of ‘good will’ from improperly soliciting his former clients." *Bessemer Trust Co., N.A. v. Branin, 16 N.Y.3d 549 (2011).* <https://www.courtlistener.com/opinion/2526164/bessemer-trust-co-na-v-branin/#:~:text=In%20answering%20the%20certified%20question%2C,improperly%20soliciting%20his%20former%20clients.>

[^mohawk-permanent-duty]: **Mohawk Maintenance Co. v. Kessler** — "Although defendants may accept the patronage of those customers who were actively dealing with Mohawk on the date of the sale if such customers choose to leave Mohawk without prompting from defendants, the defendants remain under a positive and permanent duty to refrain from interfering with the rights acquired by plaintiff as a result of its acquisition of Mohawk’s ‘good will’." *Mohawk Maintenance Co. v. Kessler, 52 N.Y.2d 276 (1981).* <https://www.courtlistener.com/opinion/5684701/mohawk-maintenance-co-v-kessler/#:~:text=Although%20defendants%20may%20accept%20the,acquisition%20of%20Mohawk%E2%80%99s%20%E2%80%9Cgood%20will%E2%80%9D.>

[^mohawk-narrower-duty]: **Mohawk Maintenance Co. v. Kessler** — "As such, the ‘implied covenant’ imposes a much narrower duty than do express covenants purporting to restrict the seller’s right to compete in a particular geographical area or field of endeavor." *Mohawk Maintenance Co. v. Kessler, 52 N.Y.2d 276 (1981).* <https://www.courtlistener.com/opinion/5684701/mohawk-maintenance-co-v-kessler/#:~:text=As%20such%2C%20the%20%E2%80%9Cimplied%20covenant%E2%80%9D,area%20or%20field%20of%20endeavor.>

[^s4641a-sale-of-business]: **N.Y. Senate Bill 2025-S4641A (pending)** — "NOTHING IN THIS SECTION SHALL PROHIBIT THE INCLUSION AND ENFORCEMENT OF NON-COMPETE AGREEMENTS OR OTHER SIMILAR COVENANTS IN THE SALE OF THE GOODWILL OF A BUSINESS OR THE SALE OR DISPOSITION OF A MAJORITY OF AN OWNERSHIP INTEREST IN A BUSINESS BY A PARTNER OF A PARTNERSHIP, A MEMBER OF A LIMITED LIABILITY COMPANY, OR AN ENTITY" *N.Y. S.B. S4641A, § 191-d(6) (2025-2026 Reg. Sess.) (pending).* <https://www.nysenate.gov/legislation/bills/2025/S4641/amendment/A>

[^brown-brown-choice-of-law]: **Brown & Brown, Inc. v. Johnson** — "On this appeal, we hold that applying Florida law on restrictive covenants related to the non-solicitation of customers by a former employee would violate the public policy of this state." *Brown & Brown, Inc. v. Johnson, 25 N.Y.3d 364 (2015).* <https://www.courtlistener.com/opinion/2807346/brown-brown-v-theresa-a-johnson/#:~:text=On%20this%20appeal%2C%20we%20hold,public%20policy%20of%20this%20state.>

[^s4641a-choice-of-law-antiavoidance]: **N.Y. Senate Bill 2025-S4641A (pending)** — "NO CHOICE OF LAW PROVISION OR CHOICE OF VENUE PROVISION THAT WOULD HAVE THE EFFECT OF AVOIDING OR LIMITING THE REQUIREMENTS OF THIS SECTION SHALL BE ENFORCEABLE IF THE COVERED INDIVIDUAL IS AND HAS BEEN, FOR AT LEAST THIRTY DAYS IMMEDIATELY PRECEDING THE COVERED INDIVIDUAL'S CESSATION OF EMPLOYMENT, A RESIDENT OF NEW YORK OR EMPLOYED IN NEW YORK" *N.Y. S.B. S4641A, § 191-d(8) (2025-2026 Reg. Sess.) (pending).* <https://www.nysenate.gov/legislation/bills/2025/S4641/amendment/A>

[^tolling-time-reasonableness]: **OTG Management, LLC v. Konstantinidis** — "In order to be enforceable, an anticompetitive covenant ancillary to an employment agreement must be reasonable in time and area, necessary to protect the employer’s legitimate interests, not harmful to the public, and not unreasonably burdensome to the employee." *OTG Mgt., LLC v. Konstantinidis, 40 Misc. 3d 617 (Sup. Ct. N.Y. County 2013).* <https://www.courtlistener.com/opinion/6314442/otg-management-llc-v-konstantinidis/#:~:text=In%20order%20to%20be%20enforceable%2C,unreasonably%20burdensome%20to%20the%20employee.>

[^s4641a-one-year-cap]: **N.Y. Senate Bill 2025-S4641A (pending)** — "A NON-COMPETE AGREEMENT THAT IS REASONABLE IN TIME PURSUANT TO SUBPARAGRAPH (I) OF THIS PARAGRAPH SHALL NOT CONTAIN A TERM OF RESTRICTION GREATER THAN ONE YEAR" *N.Y. S.B. S4641A, § 191-d(7)(a) (2025-2026 Reg. Sess.) (pending).* <https://www.nysenate.gov/legislation/bills/2025/S4641/amendment/A>

[^lab-202k-ban]: **N.Y. Labor Law § 202-k** — "A broadcasting industry employer shall not require as a condition of employment, whether in an employment contract or otherwise, that a broadcast employee or prospective broadcast employee refrain from obtaining employment: (a) in any specified geographic area; (b) for a specific period of time; or (c) with any particular employer or in any particular industry; after the conclusion of employment with such broadcasting industry employer." *N.Y. Lab. Law § 202-k(2).* <https://www.nysenate.gov/legislation/laws/LAB/202-K>

[^lab-202k-in-term-carveout]: **N.Y. Labor Law § 202-k** — "This section shall not apply to preventing the enforcement of such a covenant during the term of an employment contract." *N.Y. Lab. Law § 202-k(2).* <https://www.nysenate.gov/legislation/laws/LAB/202-K>

[^s3100a-vetoed-ban]: **N.Y. Senate Bill 2023-S3100A (vetoed)** — "NO EMPLOYER OR ITS AGENT, OR THE OFFICER OR AGENT OF ANY CORPORATION, PARTNERSHIP, LIMITED LIABILITY COMPANY, OR OTHER ENTITY, SHALL SEEK, REQUIRE, DEMAND OR ACCEPT A NON-COMPETE AGREEMENT FROM ANY COVERED INDIVIDUAL." *N.Y. S.B. S3100A, § 191-d(2) (2023-2024 Reg. Sess.) (vetoed Dec. 22, 2023).* <https://www.nysenate.gov/legislation/bills/2023/S3100/amendment/A>

[^s4641a-pending-ban]: **N.Y. Senate Bill 2025-S4641A (pending)** — "ANY NON-COMPETE AGREEMENT SOUGHT, REQUIRED, DEMANDED OR ACCEPTED AFTER THE EFFECTIVE DATE OF THIS SECTION SHALL BE NULL, VOID, AND UNENFORCEABLE." *N.Y. S.B. S4641A, § 191-d(2) (2025-2026 Reg. Sess.) (pending).* <https://www.nysenate.gov/legislation/bills/2025/S4641/amendment/A>

[^ftc-rule-vacated]: **FTC, Press Release: FTC Files to Accede to Vacatur of Non-Compete Clause Rule** — "Today the Federal Trade Commission took steps to dismiss its appeals in Ryan, LLC v. FTC, No. 24-10951 (5th Cir.), and Properties of the Villages v. FTC, No. 24-13102 (11th Cir.), and to accede to the vacatur of the Non-Compete Clause Rule." *FTC, Press Release, FTC Files to Accede to Vacatur of Non-Compete Clause Rule (Sept. 5, 2025).* <https://www.ftc.gov/news-events/news/press-releases/2025/09/federal-trade-commission-files-accede-vacatur-non-compete-clause-rule>
