Draft Non

---
name: draft-non-solicitation-agreement
task_id: employment-labor/draft-non
description: Guides the drafter in producing a tailored non-solicitation agreement and accompanying drafting memorandum for a new executive hire, accounting for the hire's prior employer obligations and the applicable legal framework.
activates_for: [planner, solver, checker]
---

# Skill: Draft Non-Solicitation Agreement for Executive Hire from Competitor

## 1. Subject-matter triage

- Treat the agreement as the primary deliverable and the memorandum as secondary; complete the agreement first, then the memo after the operative draft is in place.
- Confirm the governing law, the hiring entity, the executive’s role, and any prior restrictive-covenant or order constraints before drafting scope.
- If the source set includes multiple jurisdictions, multiple predecessor documents, or multiple restrictive instruments, enumerate them first and analyze each one separately.

## 2. Failure modes the skill is correcting

- The drafter leaves key party details blank or inconsistent with the source materials, creating execution and enforceability risk.
- The drafter drafts a covenant that is broader than the role-supported business interest, making it vulnerable under the applicable state-law standard.
- The drafter ignores the executive’s existing confidentiality, non-solicitation, or similar obligations to a prior employer, risking interference or induced-breach exposure.
- The drafter omits any review of pending restraint, injunction, or similar order that may affect what the executive can be asked to do.
- The drafting memorandum states conclusions without tying them to the controlling law, the source documents, and the actual deal timing.
- The work stops at issue spotting and does not produce an execution-ready agreement with clean signature mechanics and implementation-ready terms.

## 3. Legal frameworks / domain conventions that apply

- Non-solicitation covenants are narrower than non-competes and should be drafted to protect legitimate business interests tied to client relationships, goodwill, confidential information, or workforce stability.
- Enforceability depends on the governing jurisdiction’s restrictive-covenant law; the drafting must conform to the controlling statute, regulation, and leading case law for that jurisdiction.
- If signing occurs at hire, the offer of employment may supply consideration under the applicable law; if signing occurs after employment starts, many jurisdictions require independent consideration or another lawful substitute.
- Existing obligations to a former employer must be respected; the new agreement should not require solicitation, recruitment, or use of information that would breach an existing covenant, confidentiality duty, or order.
- Any restraint, injunction, or similar court order affecting the executive must be read together with the new covenant so the new document does not create inconsistent obligations.
- The agreement should include standard contract machinery: recitals, defined terms, covenant text, consideration, remedies, governing law, severability, waiver, notices, counterpart/e-signature language, and execution blocks.
- The memorandum should explain the drafting choices, the legal basis for enforceability, the prior-obligation review, and any open items that require client confirmation before signature.

## 4. Analytical scaffolds

- Party identification:
  - Extract the employer’s legal name, entity type, and address from the source documents.
  - Extract the executive’s legal name and any address needed for notice or execution.
  - Keep names, titles, and entity identifiers consistent across the agreement and the memorandum.

- Scope tailoring:
  - Identify the executive’s function, access, customer contact, and people-management responsibilities.
  - Draft only the restrictions needed to protect those interests.
  - Align the covenant’s target audience, duration, and activity limits with the role rather than using generic executive language.

- Prior-obligation review:
  - Identify every restrictive covenant, confidentiality promise, invention assignment, non-solicit, return-of-property duty, or similar restraint reflected in the source set.
  - Test the new agreement against those duties to ensure it does not compel conduct that would be inconsistent with them.
  - Where the prior materials are incomplete, state the gap and frame the risk rather than assuming permissive terms.

- Governing-law analysis:
  - Identify the chosen law and test the draft against that law’s enforceability rules for restrictive covenants.
  - If the executive will work in a different jurisdiction than the governing law, address any conflict or public-policy issue in the memorandum.
  - Cite the controlling authority by name and section, or by the recognized decision or rule that supports the proposition.

- Consideration analysis:
  - State what consideration supports the covenant and when it is given.
  - If the covenant is tied to commencement of employment, say so expressly.
  - If the covenant is signed after start date, flag the need for independent consideration and identify the governing-law requirement that makes that point material.

- Drafting memo synthesis:
  - Summarize the covenant’s scope, why it is tailored, how prior obligations were handled, and what remains open.
  - Distinguish legal constraints from business preferences.
  - Identify any client decisions needed before execution, including whether to narrow scope, adjust duration, or confirm the timing and form of consideration.

## 5. Vertical / structural / temporal relationships

- Track the hierarchy among source documents: offer materials, employment agreement terms, prior restrictive covenants, and any order or notice that may override or qualify the draft.
- Preserve temporal ordering: what the executive already owes the prior employer comes before what the new employer may ask the executive to sign.
- If the source set includes more than one potentially applicable restriction, explain which document controls, which is cumulative, and which may be superseded or limited.
- Use the memorandum to tie each drafting choice to the operative timing milestone: pre-start, start date, or post-start execution.

## 6. Output structure conventions

- Deliver two files: a complete, execution-ready non-solicitation agreement and a separate drafting memorandum.
- Make the agreement self-contained and operative, not a summary of terms or a proposal.
- Use conventional agreement organization, typically:
  - title and parties
  - recitals
  - definitions
  - restrictive covenants
  - employee acknowledgments
  - consideration
  - remedies
  - governing law and forum-related language if appropriate
  - miscellaneous provisions
  - signature blocks
- Include notice and execution details that match the source materials and the client’s signing process.
- In the memorandum, organize by topic and end with clear recommended next steps, using imperative action language, a responsible person or role, and a timing anchor tied to signing or closing.
- When stating legal propositions in the memorandum, identify the controlling authority supporting each proposition rather than asserting the conclusion alone.
- Before finalizing, confirm that the agreement file contains the operative clauses and that the memorandum separately addresses scope, enforceability, prior-obligation interaction, and open issues.