Analyze Restrictive Covenant Enforceability Across Multiple Jurisdictions

---
name: analyze-restrictive-covenant-multi-jurisdiction
task_id: intellectual-property/analyze-restrictive-covenant-enforceability-across-multiple-jurisdictions
description: Board-ready memorandum and companion risk matrix analyzing restrictive covenant enforceability across employment agreements governed by multiple state laws, prepared in the context of an acquisition diligence.
activates_for: [planner, solver, checker]
---

# Skill: Analyze Restrictive Covenant Enforceability Across Multiple Jurisdictions

## 1. Subject-matter triage

Identify and group all agreements by governing law, employee work location, and covenant type before substantive analysis. If the materials span more than one jurisdiction or one covenant family, enumerate the jurisdictions and covenant categories explicitly and analyze each on its own terms rather than collapsing them into a single pass.

Prioritize the primary deliverables: produce the memorandum and the risk matrix as separate operative files, and ensure the matrix is populated with substantive entries rather than a narrative placeholder.

## 2. Failure modes the skill is correcting

- Applying one uniform enforceability standard to agreements governed by materially different state regimes
- Reading the choice-of-law clause in isolation without checking whether the employee’s location or a stronger public policy may displace it
- Treating non-competes, non-solicits, confidentiality covenants, and garden-leave or notice provisions as interchangeable
- Skipping consideration analysis for post-hire covenants where the governing law requires independent value or continued employment conditions
- Failing to analyze whether overbreadth leads to voidness, blue-penciling, or partial reformation under the relevant law
- Stopping at doctrinal description instead of tying risk to the acquisition’s retention, integration, and customer-protection objectives
- Omitting the practical consequence of enforceability gaps for post-closing employee management and litigation posture

## 3. Legal frameworks / domain conventions that apply

- Restrictive covenant enforceability is jurisdiction-specific and often turns on the forum’s treatment of post-employment restraints, not just the contract’s governing law clause
- Core reasonableness factors typically include duration, geographic reach, and activity scope, measured against a legitimate protectable interest
- Protectable interests commonly include trade secrets, confidential business information, client goodwill, and specialized training; generalized skill and market competition ordinarily do not suffice
- Consideration rules may differ for initial employment, midstream amendments, and post-hire signatures; confirm what the governing law requires and whether the source materials show it
- Public-policy override analysis matters where the chosen law would permit a restraint that the employee’s state would treat as void or sharply limited
- Reformation doctrine varies by jurisdiction: some courts rewrite or narrow, some enforce only the lawful portion, and some refuse to salvage overbroad restraints
- Non-solicitation and confidentiality provisions may be more durable than non-competes, but they still require a jurisdiction-specific scope and interest analysis
- Use controlling authority for each jurisdictional proposition cited in the memo, including the governing statute, leading case, or regulation relied on
- If the source set identifies a particular authority or benchmark, cite it as presented in the materials and align the analysis to that authority

## 4. Analytical scaffolds

- **Jurisdiction map:** list each governing law regime, the associated agreements, and the employee population implicated
- **Per-agreement review:** for each agreement, assess governing law, covenant type, duration, geography, restricted conduct, consideration, and likely enforceability outcome
- **Conflict analysis:** compare contractual choice of law, employee work location, and any anti-restriction public policy that may affect enforcement
- **Reformation analysis:** state whether the likely remedy is enforcement as written, partial enforcement, judicial narrowing, or invalidation
- **Risk rating:** assign a uniform ordinal severity label to each matter and define the scale once at the outset
- **Business consequence:** connect each conclusion to the diligence objective, including retention risk, customer continuity, injunction exposure, and integration constraints
- **Matrix synthesis:** convert the legal analysis into a compact row-by-row summary suitable for board review

## 5. Vertical / structural / temporal relationships

Choice of law, employee location, and covenant timing must be analyzed together. A clause signed at hire may be treated differently from a later restraint supported by separate value. Where the same employee is subject to multiple instruments, evaluate how the provisions interact rather than assuming the latest form controls by default.

Temporal sequencing also matters for diligence: identify whether the restraint binds only during employment, begins at termination, or is triggered by notice or resignation events, and assess whether any later amendment supersedes earlier language.

## 6. Output structure conventions

- Open the memorandum with a short framing that states the jurisdictions reviewed, the covenant families analyzed, and the severity scale used
- Organize the memo by jurisdiction, then by agreement or agreement group within each jurisdiction
- For each issue, state: the governing rule, the contract feature at issue, the enforceability assessment, the controlling authority, and the downstream business consequence
- Include a concise board-level summary that identifies the highest-risk jurisdictions and the practical implications for closing and post-closing operations
- End with an explicit Recommended Actions section using imperative verbs, assigning each action to the relevant role and tying timing to the transaction milestone or the source-set deadline
- The risk matrix should present one row per agreement or agreement group, with columns for jurisdiction, covenant type, triggering facts, enforceability assessment, severity, and recommended next step
- Keep the matrix self-contained so it can be read without the memorandum, but ensure it mirrors the memo’s conclusions
- Do not use decorative headings that merely restate the requested deliverable names; use conventional legal memo and diligence-table formatting