Analyze Restrictive Covenant Enforceability Across Six Employment Agreements

---
name: analyze-restrictive-covenant-six-agreements
task_id: intellectual-property/analyze-restrictive-covenant-enforceability-across-six-employment-agreements
description: Jurisdiction-by-jurisdiction memorandum analyzing restrictive covenants in multiple employment agreements in connection with a planned acquisition-related transaction.
activates_for: [planner, solver, checker]
---

# Skill: Analyze Restrictive Covenant Enforceability Across Six Employment Agreements

## 1. Subject-matter triage

Group the agreements by governing law before doing any merits analysis. Treat the transaction as acquisition-related: identify whether the planned acqui-hire changes the enforcement posture for legacy covenants, whether any employee will sign a new agreement at closing, and whether legacy and new restrictions must be analyzed separately.

Start by enumerating the distinct agreements, jurisdictions, employee roles, and covenant types in scope. If the source set truly contains only one relevant governing-law regime or one employee, say so explicitly and explain why.

For each agreement, isolate:
- the governing law clause and any forum language
- the covenant type at issue
- the employee’s role and business sensitivity
- whether the covenant is legacy, new at closing, or both
- whether the prior TRO excerpt concerns the same covenant or a materially similar one

## 2. Failure modes the skill is correcting

- Applying one generic reasonableness test to all agreements without identifying jurisdictions that categorically restrict or effectively prohibit post-employment non-competes
- Missing the interaction between existing and closing-date covenants, including overlap, conflict, assignment issues, and whether a fresh covenant supersedes, supplements, or leaves prior obligations intact
- Ignoring prior injunctive-relief history as a practical indicator of how the relevant court treats similar restrictive covenants
- Overlooking transaction-structure effects on survivability, especially where successor-liability, assignment, or change-of-control mechanics affect enforceability
- Failing to connect legal risk to the employee summary, so the memo does not distinguish key personnel from lower-risk roles
- Stating conclusions without tying them to the governing doctrine, statute, or controlling case authority

## 3. Legal frameworks / domain conventions that apply

- Some jurisdictions prohibit or sharply limit post-employment non-competes by statute; others enforce only reasonable restraints tied to duration, geography, and scope of activity
- Enforceability usually turns on the covenant’s reach, the protected interest, and whether the restraint is no broader than necessary under the governing law
- Consideration for a covenant signed at closing may be satisfied by employment, continued employment, or transaction-related consideration, depending on the jurisdiction and timing
- Choice-of-law analysis matters where the selected law differs from the law of enforcement or from the employee’s working location; a forum may refuse to apply chosen law if it offends fundamental public policy
- Assignment and successor-liability principles can determine whether legacy covenants survive a transaction and whether new paper is needed at closing
- Prior TRO or similar relief is not dispositive, but it is highly relevant to practical enforceability and litigation risk under the same or similar facts
- Use controlling authority for each proposition: the applicable statute section, regulation, or leading case, rather than a bare conclusion

## 4. Analytical scaffolds

Enumerate first, then analyze once per item:
1. each agreement
2. each governing law or enforcement jurisdiction
3. each covenant category, if different restrictions are present
4. each employee or employee group whose role affects risk
5. each litigation or TRO excerpt that bears on the same restraint

For each agreement, run the same sequence:
- identify the governing law and any enforcement forum
- classify the restriction: non-compete, non-solicit, confidentiality, non-disparagement, garden leave, or related restraint
- analyze duration, geography, activity scope, and protected interests
- assess consideration and timing of execution
- address assignment, succession, and transaction-structure issues
- integrate any prior TRO reasoning that matches the same covenant or jurisdiction
- state the practical consequence for closing, integration, retention, or litigation exposure

When comparing jurisdictions, separate:
- categorical invalidity
- presumptive enforceability subject to reasonableness
- heightened scrutiny for employee class, location, or business context
- remedies and the likelihood of injunctive relief

Tie each issue to the source record:
- quantify or anchor it using the agreement term, restraint duration, geographic scope, role seniority, or number of affected employees when those facts appear
- cross-reference the clause, exhibit, summary entry, or TRO excerpt that interacts with the issue
- state the downstream consequence for the transaction, including whether the covenant can be relied on, should be revised, or should be treated as litigation-risk only

## 5. Vertical / structural / temporal relationships

Track the temporal sequence carefully:
- pre-closing legacy obligations
- covenants executed at closing
- post-closing employment changes that may trigger or undermine enforceability
- any period during which a TRO or similar order was entered, dissolved, or threatened

Track vertical relationships between documents:
- the employee summary should inform which covenants matter most
- the GC request may narrow the business objective or risk tolerance
- the prior TRO excerpt may show how the same covenant was previously framed to a court
- the acquisition structure may determine whether old obligations survive or new ones must be imposed

If the source set contains multiple covenant layers, do not collapse them into one analysis. Distinguish what applies before the transaction, at signing/closing, and after closing.

## 6. Output structure conventions

Use a memorandum format that is conventional for a legal risk analysis:
- brief executive summary
- jurisdiction-by-jurisdiction analysis
- agreement-by-agreement findings
- transaction and closing implications
- practical risk assessment
- recommended actions

For each agreement or jurisdiction entry, include:
- governing law / enforcement forum
- covenant type
- enforceability assessment
- controlling authority
- relation to the prior TRO or other source documents
- practical consequence for the acqui-hire

Use clear risk labeling with a uniform ordinal scale if you rank issues, and apply it consistently across the memo.

End with a Recommended Actions section. Each recommendation should state:
- the imperative action
- the responsible person or role from the source set, if identified
- the timing anchor tied to a transaction milestone or other source-based deadline

Keep the memo self-contained, concise, and decision-oriented.