---
jurisdiction: "Missouri"
slug: missouri
countryCode: US
snapshotAsOf: "2026-06-10"
lastReviewed: "2026-06-03"
canonicalUrl: https://openagreements.org/legal/non-compete/missouri
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/missouri · **Snapshot as of:** 2026-06-10 · License: CC BY 4.0 · © UseJunior

# Non-Competes in Missouri[^about]

Missouri enforces non-competes only when the restraint is reasonable and tied to protecting trade secrets or customer contacts, with separate statutory safe harbors for non-solicitation and owner covenants.


## At a glance

| Question | Missouri |
| --- | --- |
| **Are non-competes enforceable?** | Allowed if reasonable |
| **Bottom line** | Missouri enforces a non-compete only to the extent it is reasonable and protects the employer's trade secrets or customer contacts, not mere competition, with the employer bearing the burden. |
| **Main law or case** | Healthcare Servs. of the Ozarks, Inc. v. Copeland, 198 S.W.3d 604 (Mo. banc 2006) |
| **Main exceptions** | Employee no-hire/anti-raiding safe harbor (§ 431.202, ≤1 yr); owner/sale covenants (§ 431.204); no physician statutory cap |
| **Can a court narrow it?** | Yes — rewrites to reasonable |
| **Applies to contractors?** | Unclear |
| **Restriction extended during a breach?** | Not addressed |
| **Maximum length set by law** | No statutory limit (~2 yrs commonly within range) |

## Are employee non-compete agreements enforceable in Missouri? {#employee-noncompetes}

**Short answer.** Yes, sometimes. Missouri is a reasonableness state, not a general ban state. A non-compete is enforceable only if it is reasonable — no more restrictive than necessary — and only to the extent it protects the employer's trade secrets or customer contacts, not mere competition [^copeland-reasonable-standard][^copeland-mere-competition].

Because covenants not to compete are restraints on trade, Missouri courts treat them as presumptively void and enforce them only to the extent they are demonstrably reasonable, with the employer carrying the burden of proof [^yates-presumptively-void][^whelan-employer-burden]. Every contract in restraint of trade is unlawful as a baseline matter under Missouri's antitrust statute, which is the policy backdrop against which a covenant must be justified [^restraint-of-trade-backdrop].

"In addition, such restrictions are not enforceable to protect an employer from mere competition by a former employee, but only to the extent that the restrictions protect the employer’s trade secrets or customer contacts."[^copeland-mere-competition]

In practice, courts assess duration and geographic scope against the employer's actual operational footprint; restrictions of up to about two years are commonly within the range courts will consider, but reasonableness is always fact-specific [^whelan-employer-burden].

> [!NOTE]
> **Practice note.**
>
> Do not treat Missouri as a total-ban state, but do not assume any covenant is enforceable either. Start by identifying the trade secret or customer-contact interest the restraint actually protects; a covenant aimed at ordinary competition will not be enforced no matter how it is drafted [^copeland-mere-competition][^yates-presumptively-void].

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

**Short answer.** For an ordinary employee non-compete, only two: trade secrets and customer contacts. Missouri courts have carved out these narrow exceptions to the rule against restraints on trade, and the covenant must be tied to one of them [^copeland-two-interests][^paradise-two-interests].

A customer-contacts interest exists where the employee had substantial contact with customers and an opportunity to influence them; the employer need not prove the former employee actually solicited anyone [^osage-customer-contacts][^paradise-no-actual-solicitation].

"If the covenant is lawful and the opportunity for influencing customers exists, enforcement is appropriate."[^osage-customer-contacts]

The trade-secret interest is defined by the Missouri Uniform Trade Secrets Act, which protects information that derives independent economic value from secrecy and is subject to reasonable secrecy efforts [^mutsa-trade-secret-definition].

> [!CAUTION]
> **Drafting note.**
>
> Do not write a covenant to block ordinary competition disconnected from a protectable interest. Tie the restraint to specific trade secrets or to customers the employee actually serviced, and keep a separate trade-secret strategy under the Uniform Trade Secrets Act [^copeland-two-interests][^mutsa-trade-secret-definition].

## How does Missouri treat employee no-hire and customer non-solicitation covenants? {#non-solicitation-431-202}

**Short answer.** They follow two different tracks. Covenants not to solicit, recruit, or hire the employer's own workforce have a statutory safe harbor under section 431.202 — conclusively presumed reasonable if their post-employment duration is no more than one year — while covenants not to solicit customers are judged under the common-law reasonableness test [^section-431-202-presumption][^whelan-customer-overbroad].

Section 431.202 reaches a covenant promising not to solicit, recruit, hire, or otherwise interfere with the employment of one or more of the employer's employees — an anti-raiding or no-hire covenant, not a customer restriction. Such a covenant is enforceable when it protects the employer's confidential information or its customer or supplier relationships, goodwill, or loyalty, or even without one of those interests if it runs no more than one year — except that the one-year route does not apply to employees who provide only secretarial or clerical services [^section-431-202-clerical]. Section 431.202 is not a general non-compete statute; it expressly does not create or affect the enforceability of employer-employee covenants not to compete, which remain governed by the common-law reasonableness test [^section-431-202-presumption].

"Whether a covenant covered by this section is reasonable shall be determined based upon the facts and circumstances pertaining to such covenant, but a covenant covered exclusively by subdivision (3) or (4) of subsection 1 of this section shall be conclusively presumed to be reasonable if its postemployment duration is no more than one year."[^section-431-202-presumption]

Customer non-solicitation is a separate, common-law inquiry. In *Whelan*, the Missouri Supreme Court found a customer non-solicitation clause overbroad as written because it reached customers regardless of the employee's relationship with them — including prospective customers — beyond the employer's legitimate customer-contacts interest [^whelan-customer-overbroad].

> [!NOTE]
> **Practice note.**
>
> Draft an employee no-hire or anti-raiding covenant to one year or less to capture the section 431.202 conclusive presumption, and do not rely on the one-year route for purely secretarial or clerical staff. For a customer non-solicit — which section 431.202 does not cover — the safest course is to limit it to customers the employee actually serviced, the group *Whelan* left enforceable after striking the overbroad reach [^section-431-202-presumption][^section-431-202-clerical][^whelan-customer-overbroad].

## What consideration is required to support a Missouri non-compete? {#consideration}

**Short answer.** This is unsettled. Missouri appellate cases have treated continued at-will employment plus access to the employer's customers or trade secrets as adequate consideration, but the Missouri Supreme Court's reasoning that an at-will promise is illusory — and a federal court applying it to a non-compete — has cast real doubt on relying on continued employment alone [^jumbosack-consideration][^baker-illusory][^durrell-at-will].

In *JumboSack*, the court of appeals recognized continued employment as consideration where the employee also received access to protectable assets and relationships [^jumbosack-consideration]. But in *Baker v. Bristol Care*, the Missouri Supreme Court held that a promise of continued at-will employment is not valid consideration because the employer promises nothing it is not already free to do [^baker-illusory]. A federal court then applied that reasoning directly to a non-compete in *Durrell*, concluding that at-will employment is not a source of consideration under Missouri contract law [^durrell-at-will].

"An offer of at-will employment, or the continuation of at-will employment, is simply not a source of consideration under Missouri contract law."[^durrell-at-will]

Because *Baker* arose in the arbitration context and the Missouri Supreme Court has not squarely resolved the question for non-competes, lower courts are not bound to follow *Durrell*, and the law remains divided.

> [!CAUTION]
> **Drafting note.**
>
> Do not rely on continued at-will employment as the only consideration for a Missouri non-compete. Support the covenant with independent consideration — a signing bonus, a raise, specialized training, or another concrete benefit — and document it, because *Baker* and *Durrell* make bare continued-employment consideration a litigation risk [^baker-illusory][^durrell-at-will][^jumbosack-consideration].

## Will a Missouri court modify (blue-pencil) an overbroad non-compete? {#court-modification}

**Short answer.** It can, but it does not have to. Missouri courts have authority to refuse to enforce unreasonable terms or to modify an overbroad covenant to make it reasonable, yet modification is discretionary — a court may instead decline to enforce the covenant at all [^whelan-modification][^sigma-refused-modification].

In *Sigma-Aldrich*, the court of appeals affirmed both the trial court's refusal to enforce a covenant that lacked any geographic or other non-temporal limit and its discretionary decision not to rewrite it [^sigma-refused-modification]. There is also a litigation-economics trap: an employer that needs the court to blue-pencil its overbroad agreement may not qualify as the prevailing party and can lose its contractual right to attorney's fees [^paradise-prevailing-party].

"Accordingly, when the provisions of a non-compete clause impose a restraint that is unreasonably broad, appellate courts still can give effect to its purpose by refusing to give effect to the unreasonable terms or modifying the terms of the contract to be reasonable."[^whelan-modification]

> [!NOTE]
> **Practice note.**
>
> Do not rely on a court to rewrite an overbroad covenant. Drafting to the outer edge risks both non-enforcement, if the court declines to modify, and forfeiture of a contractual attorney's-fee award even when the covenant is ultimately enforced as modified [^sigma-refused-modification][^paradise-prevailing-party].

## Does a Missouri non-compete period toll or extend during a breach or litigation? {#tolling}

**Short answer.** Missouri law does not squarely answer this. Neither the non-solicitation safe harbor nor the owner-covenant statute addresses whether a restricted period pauses (tolls) while a former employee is violating the covenant or while litigation is pending, and Missouri appellate courts have not laid down a clear rule on judicial or contractual tolling for non-competes [^tolling-431-202-duration][^tolling-whelan-time].

This is an open question, so treat it conservatively. The statutory presumptions in section 431.202 are framed around a fixed post-employment duration, and *Whelan* measures reasonableness against the covenant's stated time and geographic terms — so a clause that effectively lengthens the restraint by tolling could be tested against those same reasonableness and safe-harbor limits [^tolling-431-202-duration][^tolling-whelan-time].

> [!NOTE]
> **Practice note.**
>
> If you want the restricted period to extend during a breach, say so expressly in the covenant rather than assuming a court will toll it — Missouri has no clear authority requiring judicial tolling. But keep the total potential restraint within a reasonable duration: an extension that pushes a one-year non-solicit past the section 431.202 safe harbor, or a non-compete past what *Whelan* would consider reasonable in time, may invite a reasonableness challenge [^tolling-431-202-duration][^tolling-whelan-time].

## What rules apply to owner and sale-of-business covenants under section 431.204? {#owner-sale-of-business-431-204}

**Short answer.** A separate statute governs them. Section 431.204, effective August 28, 2023, presumes certain covenants between a business entity and an owner enforceable: an owner's covenant not to solicit, recruit, hire, or interfere with the entity's employees or owners for up to two years, and an owner's customer non-solicitation covenant of up to five years limited to customers the owner dealt with [^section-431-204-employee][^section-431-204-customer].

Section 431.204 also imposes a mandatory reformation rule that differs sharply from the discretionary blue-penciling used for ordinary employment covenants: if an owner covenant is overbroad, a court *shall* modify it and enforce it as modified [^section-431-204-modify]. Like section 431.202, it is not a general non-compete statute and does not change the enforceability of covenants not to compete except as the section provides [^section-431-204-not-noncompete].

"If a covenant is overbroad, overlong, or otherwise not reasonably necessary to protect the protectable business interests of the business entity seeking enforcement of the covenant, a court shall modify the covenant, enforce the covenant as modified, and grant only the relief reasonably necessary to protect such interests."[^section-431-204-modify]

> [!NOTE]
> **Practice note.**
>
> Confirm the covenant is actually between a business entity and an owner before relying on section 431.204 — its caps and its mandatory-modification rule apply to owner covenants, not to ordinary employee non-competes. Because the section does not define owner, make sure the covenanting party genuinely holds an ownership interest rather than a nominal equity stake [^section-431-204-modify][^section-431-204-not-noncompete].

## Are physician and healthcare non-competes restricted in Missouri? {#healthcare-physician}

**Short answer.** Not yet by statute. Physician non-competes in Missouri are still governed by the common-law reasonableness test, and repeated legislative attempts to cap them have not become law [^physician-copeland][^hb-2979-physician-bill].

Missouri legislators have repeatedly introduced bills to cap physician covenants in recent sessions. The most recent, the 2026 Missouri Rural Doctors Act (HB 2979), would make a physician non-compete with a nonprofit employer enforceable only in a clinical setting and only within 365 days and five miles, with a carve-out for research university hospitals [^hb-2979-physician-bill]. As of this review none of these bills had been enacted, so physician covenants remain governed by the common-law reasonableness standard [^physician-copeland].

> [!NOTE]
> **Practice note.**
>
> Do not assume Missouri has a physician non-compete cap; healthcare covenants are still tested under the *Copeland* reasonableness standard. Watch the legislature, because the 365-day, five-mile framework in HB 2979 could re-emerge in a future session [^physician-copeland][^hb-2979-physician-bill].

## What remedies are available when a Missouri non-compete is breached? {#remedies}

**Short answer.** Damages, injunctive relief, and a parallel trade-secret track. A liquidated-damages clause is enforceable if it is a reasonable forecast of damages rather than a penalty, and the Uniform Trade Secrets Act separately authorizes injunctions against actual or threatened trade-secret misappropriation [^mayer-liquidated-damages][^mutsa-injunction].

A liquidated-damages provision is valid in Missouri when the amount is a reasonable forecast of the harm and the harm is difficult to estimate; the Eighth Circuit, applying Missouri law in *Mayer Hoffman McCann*, upheld a large award measured by the fees from diverted clients [^mayer-liquidated-damages]. The Missouri Uniform Trade Secrets Act supplies an independent path to relief: it authorizes injunctions for actual or threatened misappropriation and expressly preserves contractual remedies, so a trade-secret claim can stand even where a covenant is narrow or unenforceable [^mutsa-injunction][^mutsa-contractual-remedies].

"If both requirements are met, the liquidated damages provision is valid."[^mayer-liquidated-damages]

> [!CAUTION]
> **Drafting note.**
>
> Draft any liquidated-damages clause as a genuine, reasonable forecast of hard-to-measure harm, not a deterrent penalty, or it will not be enforced. Keep a separate confidentiality and trade-secret strategy under the Uniform Trade Secrets Act so relief does not depend solely on the covenant [^mayer-liquidated-damages][^mutsa-contractual-remedies].

[^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, not Missouri. This article synthesizes Missouri primary law and is not legal advice from a Missouri-admitted attorney. This article is for informational purposes only and does not create an attorney-client relationship.

[^copeland-reasonable-standard]: **Healthcare Services of the Ozarks, Inc. v. Copeland** — "In practical terms, a non-compete agreement is reasonable if it is no more restrictive than is necessary to protect the legitimate interests of the employer." *Healthcare Servs. of the Ozarks, Inc. v. Copeland, 198 S.W.3d 604 (Mo. banc 2006).* <https://www.courtlistener.com/opinion/1654936/healthcare-services-of-the-ozarks-inc-v-copeland/#:~:text=In%20practical%20terms%2C%20a%20non%2Dcompete,legitimate%20interests%20of%20the%20employer.>

[^copeland-mere-competition]: **Healthcare Services of the Ozarks, Inc. v. Copeland** — "In addition, such restrictions are not enforceable to protect an employer from mere competition by a former employee, but only to the extent that the restrictions protect the employer’s trade secrets or customer contacts." *Healthcare Servs. of the Ozarks, Inc. v. Copeland, 198 S.W.3d 604 (Mo. banc 2006).* <https://www.courtlistener.com/opinion/1654936/healthcare-services-of-the-ozarks-inc-v-copeland/#:~:text=In%20addition%2C%20such%20restrictions%20are,trade%20secrets%20or%20customer%20contacts.>

[^yates-presumptively-void]: **Payroll Advance, Inc. v. Yates** — "Generally, because covenants not to compete are considered to be restraints on trade, they are presumptively void and are enforceable only to the extent that they are demonstratively reasonable." *Payroll Advance, Inc. v. Yates, 270 S.W.3d 428 (Mo. App. S.D. 2008).* <https://www.courtlistener.com/opinion/1590178/payroll-advance-inc-v-yates/#:~:text=Generally%2C%20because%20covenants%20not%20to,that%20they%20are%20demonstratively%20reasonable.>

[^whelan-employer-burden]: **Whelan Security Co. v. Kennebrew** — "The employer has the burden to prove that the non-compete agreement protects its legitimate interests in trade secrets or customer contacts and that the agreement is reasonable as to time and geographic space." *Whelan Sec. Co. v. Kennebrew, 379 S.W.3d 835 (Mo. banc 2012).* <https://www.courtlistener.com/opinion/5283000/whelan-security-co-v-kennebrew/#:~:text=The%20employer%20has%20the%20burden,to%20time%20and%20geographic%20space.>

[^restraint-of-trade-backdrop]: **Mo. Rev. Stat. § 416.031** — "Every contract, combination or conspiracy in restraint of trade or commerce in this state is unlawful." *Mo. Rev. Stat. § 416.031(1).* <https://revisor.mo.gov/main/OneSection.aspx?section=416.031>

[^copeland-two-interests]: **Healthcare Services of the Ozarks, Inc. v. Copeland** — "Missouri courts have carved out narrow exceptions for trade secrets and customer contacts." *Healthcare Servs. of the Ozarks, Inc. v. Copeland, 198 S.W.3d 604 (Mo. banc 2006).* <https://www.courtlistener.com/opinion/1654936/healthcare-services-of-the-ozarks-inc-v-copeland/#:~:text=Missouri%20courts%20have%20carved%20out,trade%20secrets%20and%20customer%20contacts.>

[^paradise-two-interests]: **Paradise v. Midwest Asphalt Coatings, Inc.** — "Missouri recognizes two legitimate business interests: trade secrets and customer contacts." *Paradise v. Midwest Asphalt Coatings, Inc., 316 S.W.3d 327 (Mo. App. W.D. 2010).* <https://www.courtlistener.com/opinion/1873853/paradise-v-midwest-asphalt-coatings-inc/#:~:text=Missouri%20recognizes%20two%20legitimate%20business,trade%20secrets%20and%20customer%20contacts.>

[^osage-customer-contacts]: **Osage Glass, Inc. v. Donovan** — "If the covenant is lawful and the opportunity for influencing customers exists, enforcement is appropriate." *Osage Glass, Inc. v. Donovan, 693 S.W.2d 71 (Mo. banc 1985).* <https://www.courtlistener.com/opinion/1781769/osage-glass-inc-v-donovan/#:~:text=If%20the%20covenant%20is%20lawful,customers%20exists%2C%20enforcement%20is%20appropriate.>

[^paradise-no-actual-solicitation]: **Paradise v. Midwest Asphalt Coatings, Inc.** — "An employer is not required to show actual solicitation or a willful violation of the non-compete agreement." *Paradise v. Midwest Asphalt Coatings, Inc., 316 S.W.3d 327 (Mo. App. W.D. 2010).* <https://www.courtlistener.com/opinion/1873853/paradise-v-midwest-asphalt-coatings-inc/#:~:text=An%20employer%20is%20not%20required,violation%20of%20the%20non%2Dcompete%20agreement.>

[^mutsa-trade-secret-definition]: **Mo. Rev. Stat. § 417.453** — "Derives independent economic value, actual or potential, from not being generally known to, and not being readily ascertainable by proper means by other persons who can obtain economic value from its disclosure or use; and (b) Is the subject of efforts that are reasonable under the circumstances to maintain its secrecy." *Mo. Rev. Stat. § 417.453(4).* <https://revisor.mo.gov/main/OneSection.aspx?section=417.453>

[^section-431-202-presumption]: **Mo. Rev. Stat. § 431.202** — "Whether a covenant covered by this section is reasonable shall be determined based upon the facts and circumstances pertaining to such covenant, but a covenant covered exclusively by subdivision (3) or (4) of subsection 1 of this section shall be conclusively presumed to be reasonable if its postemployment duration is no more than one year." *Mo. Rev. Stat. § 431.202.2.* <https://revisor.mo.gov/main/OneSection.aspx?section=431.202>

[^whelan-customer-overbroad]: **Whelan Security Co. v. Kennebrew** — "As written, the customer non-solicitation clauses are more broad than necessary to protect Whelan’s legitimate interest in customer contacts." *Whelan Sec. Co. v. Kennebrew, 379 S.W.3d 835 (Mo. banc 2012).* <https://www.courtlistener.com/opinion/5283000/whelan-security-co-v-kennebrew/#:~:text=As%20written%2C%20the%20customer%20non%2Dsolicitation,legitimate%20interest%20in%20customer%20contacts.>

[^section-431-202-clerical]: **Mo. Rev. Stat. § 431.202** — "Between an employer and one or more employees, notwithstanding the absence of the protectable interests described in subdivision (3) of this subsection, so long as such covenant does not continue for more than one year following the employee's employment; provided, however, that this subdivision shall not apply to covenants signed by employees who provide only secretarial or clerical services." *Mo. Rev. Stat. § 431.202.1(4).* <https://revisor.mo.gov/main/OneSection.aspx?section=431.202>

[^jumbosack-consideration]: **JumboSack Corp. v. Buyck** — "In the instant case, Employee received in consideration for his covenant not to compete, access to Employer’s new and existing customers, as well as continued at-will employment, salary, and commissions." *JumboSack Corp. v. Buyck, 407 S.W.3d 51 (Mo. App. E.D. 2013).* <https://www.courtlistener.com/opinion/5285458/jumbosack-corp-v-buyck/#:~:text=In%20the%20instant%20case%2C%20Employee,at%2Dwill%20employment%2C%20salary%2C%20and%20commissions.>

[^baker-illusory]: **Baker v. Bristol Care, Inc.** — "An offer of continued at-will employment is not valid consideration because the employer makes no legally enforceable promise to do or refrain from doing anything it is not already entitled to do." *Baker v. Bristol Care, Inc., 450 S.W.3d 770 (Mo. banc 2014).* <https://www.courtlistener.com/opinion/2718919/carla-baker-v-bristol-care-inc-dba-bristol-manor-and-david-furnell/#:~:text=An%20offer%20of%20continued%20at%2Dwill,not%20already%20entitled%20to%20do.>

[^durrell-at-will]: **Durrell v. Tech Electronics, Inc.** — "An offer of at-will employment, or the continuation of at-will employment, is simply not a source of consideration under Missouri contract law." *Durrell v. Tech Elecs., Inc., No. 4:16-cv-01367, 2016 WL 6833956 (E.D. Mo. Nov. 15, 2016).* <https://www.govinfo.gov/app/details/USCOURTS-moed-4_16-cv-01367>

[^whelan-modification]: **Whelan Security Co. v. Kennebrew** — "Accordingly, when the provisions of a non-compete clause impose a restraint that is unreasonably broad, appellate courts still can give effect to its purpose by refusing to give effect to the unreasonable terms or modifying the terms of the contract to be reasonable." *Whelan Sec. Co. v. Kennebrew, 379 S.W.3d 835 (Mo. banc 2012).* <https://www.courtlistener.com/opinion/5283000/whelan-security-co-v-kennebrew/#:~:text=Accordingly%2C%20when%20the%20provisions%20of,the%20contract%20to%20be%20reasonable.>

[^sigma-refused-modification]: **Sigma-Aldrich Corp. v. Vikin** — "The trial court also did not err by using its discretion and refusing to modify the Agreement." *Sigma-Aldrich Corp. v. Vikin, 451 S.W.3d 767 (Mo. App. E.D. 2014).* <https://www.courtlistener.com/opinion/2741957/sigma-aldrich-corporation-v-omar-vikin/#:~:text=The%20trial%20court%20also%20did,refusing%20to%20modify%20the%20Agreement.>

[^paradise-prevailing-party]: **Paradise v. Midwest Asphalt Coatings, Inc.** — "Notwithstanding any affirmative defense, a party requesting payment of contractual attorney fees must be the prevailing party." *Paradise v. Midwest Asphalt Coatings, Inc., 316 S.W.3d 327 (Mo. App. W.D. 2010).* <https://www.courtlistener.com/opinion/1873853/paradise-v-midwest-asphalt-coatings-inc/#:~:text=Notwithstanding%20any%20affirmative%20defense%2C%20a,must%20be%20the%20prevailing%20party.>

[^tolling-431-202-duration]: **Mo. Rev. Stat. § 431.202** — "Whether a covenant covered by this section is reasonable shall be determined based upon the facts and circumstances pertaining to such covenant, but a covenant covered exclusively by subdivision (3) or (4) of subsection 1 of this section shall be conclusively presumed to be reasonable if its postemployment duration is no more than one year." *Mo. Rev. Stat. § 431.202.2.* <https://revisor.mo.gov/main/OneSection.aspx?section=431.202>

[^tolling-whelan-time]: **Whelan Security Co. v. Kennebrew** — "The employer has the burden to prove that the non-compete agreement protects its legitimate interests in trade secrets or customer contacts and that the agreement is reasonable as to time and geographic space." *Whelan Sec. Co. v. Kennebrew, 379 S.W.3d 835 (Mo. banc 2012).* <https://www.courtlistener.com/opinion/5283000/whelan-security-co-v-kennebrew/#:~:text=The%20employer%20has%20the%20burden,to%20time%20and%20geographic%20space.>

[^section-431-204-employee]: **Mo. Rev. Stat. § 431.204** — "A reasonable covenant in writing promising not to solicit, recruit, hire, induce, persuade, encourage, or otherwise interfere with, directly or indirectly, the employment of one or more employees or owners of a business entity shall be presumed to be enforceable and not a restraint of trade pursuant to subsection 1 of section 416.031 if it is between a business entity and the owner of the business entity and does not continue for more than two years following the end of the owner's business relationship with the business entity." *Mo. Rev. Stat. § 431.204.1.* <https://revisor.mo.gov/main/OneSection.aspx?section=431.204>

[^section-431-204-customer]: **Mo. Rev. Stat. § 431.204** — "A reasonable covenant in writing promising not to solicit, induce, direct, or otherwise interfere with, directly or indirectly, a business entity's customers, including any reduction, termination, or transfer of any customer's business, in whole or in part, for the purposes of providing any product or any service that is competitive with those provided by the business entity shall be presumed to be enforceable and not a restraint of trade pursuant to subsection 1 of section 416.031 if the covenant is limited to customers with whom the owner dealt and if the covenant is between a business entity and an owner, so long as the covenant does not continue for more than five years following the end of the owner's business relationship with the business entity." *Mo. Rev. Stat. § 431.204.2.* <https://revisor.mo.gov/main/OneSection.aspx?section=431.204>

[^section-431-204-modify]: **Mo. Rev. Stat. § 431.204** — "If a covenant is overbroad, overlong, or otherwise not reasonably necessary to protect the protectable business interests of the business entity seeking enforcement of the covenant, a court shall modify the covenant, enforce the covenant as modified, and grant only the relief reasonably necessary to protect such interests." *Mo. Rev. Stat. § 431.204.4.* <https://revisor.mo.gov/main/OneSection.aspx?section=431.204>

[^section-431-204-not-noncompete]: **Mo. Rev. Stat. § 431.204** — "Nothing in this section is intended to create or to affect the validity or enforceability of covenants not to compete, other types of covenants, or nondisclosure or confidentiality agreements, except as expressly provided in this section." *Mo. Rev. Stat. § 431.204.5.* <https://revisor.mo.gov/main/OneSection.aspx?section=431.204>

[^physician-copeland]: **Healthcare Services of the Ozarks, Inc. v. Copeland** — "In practical terms, a non-compete agreement is reasonable if it is no more restrictive than is necessary to protect the legitimate interests of the employer." *Healthcare Servs. of the Ozarks, Inc. v. Copeland, 198 S.W.3d 604 (Mo. banc 2006).* <https://www.courtlistener.com/opinion/1654936/healthcare-services-of-the-ozarks-inc-v-copeland/#:~:text=In%20practical%20terms%2C%20a%20non%2Dcompete,legitimate%20interests%20of%20the%20employer.>

[^hb-2979-physician-bill]: **Mo. H.B. 2979 (2026) — Missouri Rural Doctors Act** — "A covenant not to compete between a physician and a nonprofit employer shall be valid and enforceable only if: (1) The physician is providing health care services in a clinical setting; (2) The covenant not to compete does not restrict the physician's competitive activities for a period of more than three hundred sixty-five days; and (3) The covenant not to compete does not restrict the physician's competitive activities in a geographic area of more than five miles from the address of the office or facility in which the physician provides health care services in a clinical setting." *Mo. H.B. 2979, 103d Gen. Assemb., 2d Reg. Sess. (2026) (as introduced).* <https://documents.house.mo.gov/billtracking/bills261/hlrbillspdf/6359H.02I.pdf>

[^mayer-liquidated-damages]: **Mayer Hoffman McCann, P.C. v. Barton** — "If both requirements are met, the liquidated damages provision is valid." *Mayer Hoffman McCann, P.C. v. Barton, 614 F.3d 893 (8th Cir. 2010).* <https://www.courtlistener.com/opinion/152690/mayer-hoffman-mccann-pc-v-barton/#:~:text=If%20both%20requirements%20are%20met%2C,liquidated%20damages%20provision%20is%20valid.>

[^mutsa-injunction]: **Mo. Rev. Stat. § 417.455** — "Actual or threatened misappropriation may be enjoined." *Mo. Rev. Stat. § 417.455.1.* <https://revisor.mo.gov/main/OneSection.aspx?section=417.455>

[^mutsa-contractual-remedies]: **Mo. Rev. Stat. § 417.463** — "Sections 417.450 to 417.467 shall not affect: (1) Contractual remedies, whether or not based upon misappropriation of a trade secret; or" *Mo. Rev. Stat. § 417.463.2(1).* <https://revisor.mo.gov/main/OneSection.aspx?section=417.463>
