Respond to Non-Compete Demand Letters

California B&P Code 16600 | Edwards v. Arthur Andersen | Your Right to Work is Protected

You Received a Non-Compete Demand Letter?
In California, most non-compete agreements are VOID and unenforceable. This guide will help you understand your rights and respond effectively.
✍️ Need to Send a Trade Secret or Non-Compete Demand Letter? If a former employee has violated their agreements, see my guide on How to Write Trade Secret Demand Letters →
Understanding Non-Compete Claims Against You
Did You Receive a Threatening Letter? If your former employer sent you a cease and desist letter demanding you stop working for a competitor or stop your new business, do not panic. California law strongly protects your right to work, and most non-compete agreements are void and unenforceable.
Types of Restrictive Covenant Claims

Former employers typically send demand letters alleging violations of one or more restrictive agreements:

Claim Type What They Allege California Enforceability
Non-Compete Agreement You cannot work for competitors or in the same industry for a specified time/area VOID under B&P 16600
Non-Solicitation of Customers You cannot contact or do business with former employer's customers Usually void if it restricts competition
Non-Solicitation of Employees You cannot recruit former colleagues to your new company Disfavored; often unenforceable
NDA/Confidentiality Violation You disclosed or are using confidential information May be enforceable if narrowly tailored
Trade Secret Misappropriation You took or are using proprietary trade secrets Enforceable under CUTSA
What Employers Typically Allege in Demand Letters

Common accusations in cease and desist letters include:

Common Employer Allegations
  • "You signed a non-compete" - They claim your employment agreement bars you from competing
  • "You are soliciting our customers" - They allege improper customer contact
  • "You stole confidential information" - Broad claims about trade secrets without specifics
  • "You are using our proprietary methods" - Alleging your work product derives from their secrets
  • "You recruited our employees" - Claims of improper employee solicitation
  • "Cease all competitive activity immediately" - Demand to stop working in your field
  • "We will sue you for damages" - Threats of litigation and financial harm
Key Insight: Many employer demand letters deliberately conflate non-competes (VOID in California) with trade secret claims (potentially valid). This is often a scare tactic. A properly drafted response distinguishes between your right to compete and any legitimate confidentiality concerns.
Anatomy of a Cease and Desist Letter

Understanding the structure of threat letters helps you respond effectively:

What They Send
  • Formal letterhead from law firm or company
  • References to your signed agreements
  • Vague or specific allegations of breach
  • Demands to immediately stop working
  • Threat of lawsuit and damages
  • Short deadline for compliance (7-14 days)
  • Request for written confirmation
Your Response Should Include
  • Citation of B&P Code 16600
  • Reference to Edwards v. Arthur Andersen
  • Distinction between competition and trade secrets
  • Denial of specific allegations (if true)
  • Warning about tortious interference
  • Reservation of your rights
  • Demand they cease unfounded threats
Red Flags: When the Demand Letter is Weak

Employers often overreach. Look for these signs that their claims lack merit:

  • No specificity: They claim "trade secrets" but do not identify any specific confidential information
  • General skills as "secrets": They characterize your industry knowledge or skills as proprietary
  • Pure non-compete: The demand is simply to stop competing, with no trade secret claim
  • Out-of-state law reference: They cite another state's law, hoping you do not know California law applies
  • No evidence cited: They accuse you of taking information but provide no proof
  • Broad customer prohibition: They demand you never contact any customer, even those you brought to the company
Do Not Ignore the Letter: While many non-compete threats lack legal merit, you should respond in writing. Silence can be misinterpreted as admission. A well-crafted response protects your rights and creates a record.
California's Strong Employee Protections
California Business & Professions Code Section 16600:

"Except as provided in this chapter, every contract by which anyone is restrained from engaging in a lawful profession, trade, or business of any kind is to that extent void."
What B&P Code 16600 Means for You

This statute, in effect since 1872, provides California employees with the strongest non-compete protections in the nation:

Your Non-Compete is Almost Certainly VOID

If you signed a non-compete agreement as an employee, it is unenforceable in California. This applies even if:

  • The agreement seems "reasonable" in scope or duration
  • You received extra compensation for signing it
  • You voluntarily agreed to the restrictions
  • The agreement says another state's law applies
  • You signed the agreement in another state
The Edwards v. Arthur Andersen Decision (2008)
Edwards v. Arthur Andersen LLP, 44 Cal.4th 937 (2008)

The California Supreme Court definitively ruled that Section 16600 invalidates non-compete agreements, rejecting any "reasonableness" test. Even "narrowly tailored" non-competes are void. The court stated that Section 16600 reflects California's "settled legislative policy in favor of open competition and employee mobility."

Key holdings from Edwards:

  • No "reasonableness" exception: Unlike other states, California does not allow "reasonable" non-competes
  • Complete prohibition: Any restraint on employment in a lawful profession is void
  • Strong public policy: California's policy favors open competition and employee mobility
  • Narrow exceptions only: Only sale of business (16601) and partnership dissolution (16602) exceptions apply
The Narrow Trade Secret Exception
Important Distinction: While non-competes are void, you CANNOT misappropriate actual trade secrets. However, trade secret claims are much narrower than employers often allege.
What IS a Trade Secret (Protectable) What is NOT a Trade Secret (Your Right to Use)
Customer list with proprietary data (buying patterns, pricing, special needs) General knowledge of who customers are in the industry
Proprietary source code or algorithms General programming skills and publicly known techniques
Secret manufacturing processes or formulas General industry manufacturing knowledge
Confidential pricing algorithms and cost data General market pricing awareness
Unpublished R&D data and product plans Your skills, training, and general experience

For information to qualify as a trade secret under CUTSA, the employer must prove:

  1. Economic value from secrecy: The information derives independent economic value from not being generally known
  2. Reasonable protective measures: The employer took reasonable steps to keep it secret (passwords, limited access, confidentiality policies)
Choice of Law Issues: Out-of-State Employers

California Law Applies to California Workers

If you work primarily in California, California law governs your employment relationship, even if:

  • Your employment contract specifies another state's law
  • Your employer is headquartered in another state (Texas, New York, etc.)
  • You signed the agreement in another state
  • The contract has a choice-of-law clause selecting a non-compete-friendly state

California courts consistently refuse to apply other states' non-compete laws to California employees because doing so would violate California's fundamental public policy.

Application Grp., Inc. v. Hunter Grp., Inc., 61 Cal.App.4th 881 (1998)

California courts will not enforce a choice-of-law provision that would violate California's fundamental policy against non-compete agreements, regardless of the law specified in the contract.
Recent Legislation: AB 2282 (2024)
Strengthened Protections Under AB 2282 (Effective January 1, 2024):
  • Explicitly prohibits employers from entering into or attempting to enforce non-compete agreements
  • Requires employers to notify current and former employees (employed after January 1, 2022) that any non-compete clause is VOID
  • Creates a private right of action for employees with injunctive relief and actual damages available
  • Applies to out-of-state non-compete agreements if the employee primarily works in California
Civil Code Section 925
Additional Protection: California Civil Code Section 925 prohibits employers from requiring California employees to agree to provisions that would violate Section 16600. If your employer required you to sign such an agreement, you may be entitled to recover attorney's fees.
What About Non-Solicitation Agreements?

Customer and employee non-solicitation agreements are treated with skepticism in California:

Often Unenforceable
  • Broad prohibitions on contacting any former customer
  • Restrictions that effectively prevent competition
  • Bans on "doing business with" customers without trade secret basis
  • Employee non-solicitation clauses
Potentially Enforceable
  • Restrictions on using stolen customer lists
  • Prohibition on disclosing confidential customer data
  • Prevention of misusing trade secret information to solicit
Loral Corp. v. Moyes, 174 Cal.App.3d 268 (1985)

Customer non-solicitation clauses that function as de facto non-compete agreements by substantially limiting an employee's ability to work are void under Section 16600.
Response Strategies
Your Goal: Respond firmly but professionally, asserting your legal rights while avoiding unnecessary escalation. A well-crafted response often ends the matter because employers know their non-compete is unenforceable.
Strategy 1: Assert California Law Invalidity

Lead with B&P Code 16600

Your primary defense is that non-compete agreements are void in California. Your response should:

  • Cite Business and Professions Code Section 16600 verbatim
  • Reference Edwards v. Arthur Andersen LLP (2008)
  • State clearly that the non-compete provision is unenforceable
  • Note that California courts refuse to enforce out-of-state non-competes
  • Mention Civil Code 925 and potential attorney's fees liability
  • Reference AB 2282 notification requirements if applicable
Strategy 2: Challenge Enforceability on Multiple Grounds

Attack the Agreement Itself

Even if Section 16600 were not dispositive, many non-compete agreements have additional defects:

  • Overbreadth: The restriction is broader than any legitimate interest
  • Lack of consideration: You received nothing of value for signing (especially if signed after employment began)
  • Procedural issues: You did not receive a copy, or signed under duress
  • Ambiguity: The terms are unclear or contradictory
  • Changed circumstances: The employer breached the agreement first (unclean hands)
Strategy 3: Narrow the Scope of Legitimate Claims

Distinguish Competition from Trade Secrets

If the employer alleges trade secret misappropriation along with non-compete violation:

  • Demand they identify specific trade secrets with particularity
  • Explain the difference between trade secrets and general skills/knowledge
  • Note that vague allegations ("confidential information") are insufficient
  • Confirm you returned all company property and did not take documents
  • State you are competing using only your general skills and publicly available information
Strategy 4: Settlement Negotiation

When to Consider Settlement

Even with strong legal defenses, you may want to resolve the matter to avoid litigation costs:

  • Narrow carve-outs: Agree not to contact specific customers for limited time (if you did not plan to anyway)
  • Confirmation of compliance: Confirm you will not use specific identified trade secrets
  • Mutual release: Exchange releases to end the dispute permanently
  • No admission of liability: Ensure any agreement does not admit wrongdoing

Leverage: You have significant leverage because California law is on your side. Employers often settle quickly when they realize you understand your rights.

Response Timeline
Step Timing Action
1 Immediately Do not panic. Do not contact the employer verbally. Do not post on social media.
2 Day 1-3 Review your employment agreement and the demand letter carefully. Gather relevant documents.
3 Day 3-7 Consult an employment attorney if possible. Draft your response letter.
4 Before their deadline Send your response via certified mail (and email for immediacy).
5 After response Document everything. Be prepared for follow-up but do not initiate further contact.
What to Avoid in Your Response
Do NOT:
  • Ignore the letter entirely (silence can be misinterpreted)
  • Admit to taking any documents or information
  • Agree to stop working or competing
  • Make threats or use inflammatory language
  • Discuss the matter on social media or with former colleagues
  • Contact the employer's clients to discuss the dispute
  • Lie or misrepresent facts (this will damage your credibility later)
Warning About Employer Tactics
Common Employer Intimidation Tactics:
  • Contacting your new employer: This may be tortious interference if claims are baseless
  • Threatening criminal prosecution: Trade secret theft can be criminal, but this threat is often overblown
  • Setting short deadlines: Designed to pressure you into rash decisions
  • Demanding immediate cease of all work: They cannot legally require this in California
  • Claiming huge damages: Meant to scare you; actual damages must be proven

Document any improper tactics. If the employer contacts your new employer with false claims, you may have a counterclaim for tortious interference.

Sample Response Letters

Use these templates as starting points. Customize based on your specific situation. Consider consulting an attorney before sending.

Template 1: California B&P 16600 Invalidity Assertion

Use this when your former employer is demanding you stop competing based on a non-compete agreement.

[Your Name] [Your Address] [City, State ZIP] [Phone Number] [Email Address] [Date] VIA CERTIFIED MAIL, RETURN RECEIPT REQUESTED [Also sent via email to: ___________] [Former Employer Name] [Attn: Legal Department / Sender of Demand Letter] [Address] [City, State ZIP] RE: RESPONSE TO YOUR CEASE AND DESIST LETTER DATED [DATE] Non-Compete Agreement Void Under California Business & Professions Code 16600 Dear [Name]: I am in receipt of your letter dated [Date], in which you demand that I cease competing with [Former Employer Name] based on the non-compete provision contained in my employment agreement dated [Date]. YOUR NON-COMPETE AGREEMENT IS VOID AND UNENFORCEABLE California Business and Professions Code Section 16600 provides: "Except as provided in this chapter, every contract by which anyone is restrained from engaging in a lawful profession, trade, or business of any kind is to that extent void." The California Supreme Court confirmed in Edwards v. Arthur Andersen LLP (2008) 44 Cal.4th 937 that Section 16600 voids any agreement that restrains an employee from engaging in their profession. There is no "reasonableness" exception under California law. The narrow statutory exceptions (B&P Code 16601-16602.5) apply only to sales of businesses and partnership dissolutions--not to employee departures. I work in California, and California law governs my employment relationship. Your attempt to enforce this void non-compete agreement is improper and without legal basis. MY RIGHTS UNDER CALIFORNIA LAW I am exercising my lawful right to work in my chosen profession. California's strong public policy favors employee mobility and open competition. I have: - Not misappropriated any trade secrets - Not taken any confidential documents or proprietary data - Returned all company property upon my departure - Not violated any lawful agreement Your demand that I cease working in my profession is based on an unenforceable contract provision. NOTICE OF YOUR POTENTIAL LIABILITY Your continued pursuit of this matter based on a void non-compete agreement may expose [Former Employer Name] to liability for: 1. Tortious interference with my business relationships (if you contact my current employer with baseless claims) 2. Abuse of process 3. Attorney's fees under California Civil Code Section 925 4. Damages under AB 2282 for attempting to enforce a non-compete Additionally, I note that under AB 2282 (effective January 1, 2024), you were required to provide written notice to me that the non-compete clause is void. If you failed to provide such notice, this is a separate violation of California law. DEMAND I demand that you: 1. Immediately cease all demands based on the void non-compete provision 2. Refrain from contacting my current employer with these baseless claims 3. Confirm in writing within fourteen (14) days that you will not pursue this matter If you believe I have misappropriated specific trade secrets (as opposed to simply competing), you must identify those alleged trade secrets with particularity. Vague references to "confidential information" are insufficient. I am confident that I have not taken or used any actual trade secrets. I reserve all rights and remedies available to me under California law. Sincerely, _______________________ [Your Signature] [Your Printed Name] cc: [Your Attorney, if applicable]
Template 2: Out-of-State Non-Compete Challenge Under California Law

Use this when your employer is based in another state and claims that state's law applies.

[Your Name] [Your Address] [City, State ZIP] [Phone Number] [Email Address] [Date] VIA CERTIFIED MAIL, RETURN RECEIPT REQUESTED [Former Employer Name] [Address] [City, State ZIP] RE: RESPONSE TO CEASE AND DESIST - CALIFORNIA LAW GOVERNS Non-Compete Unenforceable Under California B&P Code 16600 Dear [Name]: I have received your letter dated [Date] demanding I cease competitive activities based on the non-compete clause in my employment agreement. Your letter references [State] law as governing the agreement. This analysis is incorrect. CALIFORNIA LAW APPLIES TO MY EMPLOYMENT Although [Former Employer Name] is headquartered in [State], I performed my work primarily in California. California law therefore governs my employment relationship and any restrictive covenants. California courts consistently hold that choice-of-law provisions cannot override California's fundamental public policy against non-compete agreements. See Application Group, Inc. v. Hunter Group, Inc. (1998) 61 Cal.App.4th 881 ("[W]e hold that California has a materially greater interest than does [another state] in the application of its law to the parties' dispute, and that California's interest would be more impaired if its law were not applied. California law therefore applies."). THE NON-COMPETE IS VOID UNDER CALIFORNIA LAW California Business & Professions Code Section 16600 declares void "every contract by which anyone is restrained from engaging in a lawful profession, trade, or business of any kind." The California Supreme Court in Edwards v. Arthur Andersen LLP (2008) 44 Cal.4th 937 rejected any "reasonableness" standard, holding that Section 16600 prohibits non-compete agreements against employees regardless of how they are drafted. Your attempt to apply [State] law to enforce a non-compete against a California worker violates California's fundamental public policy and will not be upheld by California courts. AB 2282: ENHANCED CALIFORNIA PROTECTIONS Effective January 1, 2024, California law (AB 2282) explicitly: - Prohibits enforcement of non-compete agreements against California employees - Applies to out-of-state agreements when the employee primarily works in California - Creates a private right of action with injunctive relief and damages - Requires employers to notify employees that non-compete clauses are void Your continued attempt to enforce this agreement may subject you to liability under this statute. MY RESPONSE The non-compete provision you cite is void and unenforceable. I decline your demand to cease working in my profession. I have not misappropriated any trade secrets, taken any confidential documents, or engaged in any wrongful conduct. I demand that you: 1. Cease making demands based on the unenforceable non-compete 2. Refrain from contacting my current employer with meritless claims 3. Confirm in writing within fourteen (14) days that you will not pursue enforcement If you believe I am misusing specific trade secrets, identify them with particularity. California law protects my right to work; it does not protect your attempt to restrain my employment. I reserve all legal rights and remedies. Sincerely, _______________________ [Your Signature] [Your Printed Name]
Template 3: Trade Secret Denial with Scope Limitation

Use this when the employer alleges both non-compete violation AND trade secret misappropriation, but you did not take any trade secrets.

[Your Name] [Your Address] [City, State ZIP] [Phone Number] [Email Address] [Date] VIA CERTIFIED MAIL, RETURN RECEIPT REQUESTED [Former Employer Name] [Attn: Legal Department] [Address] [City, State ZIP] RE: RESPONSE TO ALLEGATIONS OF NON-COMPETE VIOLATION AND TRADE SECRET MISAPPROPRIATION Demand Letter Dated [Date] Dear [Name]: I am responding to your letter dated [Date], which alleges that I am (1) violating a non-compete agreement and (2) misappropriating trade secrets. Both allegations are unfounded. PART 1: THE NON-COMPETE IS VOID As to your non-compete claim: California Business and Professions Code Section 16600 voids all non-compete agreements except in narrow circumstances not applicable here. I work in California, and California law applies. Per Edwards v. Arthur Andersen LLP (2008), there is no "reasonableness" exception. The non-compete provision is void, and I am lawfully exercising my right to work in my profession. This portion of your demand is rejected entirely. PART 2: I HAVE NOT MISAPPROPRIATED TRADE SECRETS Your letter vaguely alleges that I am using [Former Employer's] "confidential information" and "trade secrets." I categorically deny this allegation. Your claim fails for the following reasons: 1. Lack of Specificity: Your letter does not identify any specific trade secret I allegedly took or am using. Under California law, a trade secret claimant must identify the alleged trade secret with reasonable particularity. Vague references to "confidential information" are legally insufficient. 2. No Misappropriation Occurred: When I departed [Former Employer]: - I returned all company property, including laptop, documents, and access badges - I did not copy, download, or take any files, documents, or data - I did not retain any confidential information in any form - I have not used any proprietary information in my current work 3. General Skills Are Not Trade Secrets: To the extent you claim I am using "knowledge" from my employment, I am entitled to use my general skills, training, experience, and industry knowledge. These are not trade secrets. See Morlife, Inc. v. Perry (1997) 56 Cal.App.4th 1514. 4. No Reasonable Secrecy Measures: [If applicable] The information you reference was not treated as confidential at [Former Employer]. It was widely shared, not marked confidential, and no access restrictions were in place. DEMAND FOR SPECIFICITY If you intend to pursue a trade secret claim, you must identify: - The specific information you claim is a trade secret - How that information meets the CUTSA definition (economic value from secrecy + reasonable protective measures) - Specific evidence that I actually took or used that information Without such specificity, your allegations are baseless and potentially constitute abuse of process. WHAT I WILL NOT DO I will not: - Cease working in my profession - Stop competing with [Former Employer] - Agree to restrictions beyond what California law requires WHAT I HAVE DONE AND WILL CONTINUE TO DO I have and will continue to: - Compete fairly and lawfully - Use only my own skills and publicly available information - Respect any legitimate confidentiality of information I actually agreed to protect WARNING If you contact my current employer with these unfounded allegations, I will consider that tortious interference with my business relationships and will pursue all available remedies, including damages and attorney's fees. If you file a lawsuit based on these meritless claims, I will seek attorney's fees under Civil Code Section 3426.4 and Code of Civil Procedure Section 1021.5. I reserve all rights. Sincerely, _______________________ [Your Signature] [Your Printed Name] Enclosures: [List any relevant documents, such as property return receipts]
Legal Defenses

If your former employer pursues litigation despite your response, you have multiple strong defenses under California law.

Defense 1: B&P Code 16600 Voidness

The Non-Compete is Void as a Matter of Law

Legal Basis: California Business and Professions Code Section 16600

Key Case: Edwards v. Arthur Andersen LLP (2008) 44 Cal.4th 937

Argument: Any contract restraining someone from engaging in a lawful profession is void. The court should dismiss or grant summary judgment on any claim based solely on a non-compete agreement.

Application: Move to dismiss the non-compete claim at the pleading stage or file a motion for summary judgment citing Section 16600.

Defense 2: Overbreadth

The Restriction Exceeds Any Legitimate Interest

Legal Basis: Even in states that enforce non-competes, courts strike down overbroad restrictions. In California, this is additional grounds for invalidity.

Arguments:

  • Geographic scope is unlimited or unreasonably broad
  • Time period extends beyond any legitimate business need
  • Scope of prohibited activities is vague or all-encompassing
  • Restriction prevents all work in your field, not just competing work

Application: Even if the court somehow applies non-California law, argue the restriction is unenforceable as overbroad.

Defense 3: Lack of Consideration

You Received Nothing for Signing the Non-Compete

Legal Basis: Contracts require consideration (something of value exchanged)

Arguments:

  • You were already employed when asked to sign--continued employment alone may not be sufficient consideration
  • You were promised something (bonus, promotion) that was never delivered
  • The agreement was presented as a "formality" with no actual exchange

Application: Challenge the contract formation itself, separate from Section 16600.

Defense 4: Unclean Hands

The Employer's Own Misconduct Bars Enforcement

Legal Basis: Equitable doctrine that prevents a party from obtaining relief when they have acted improperly

Arguments:

  • Employer breached the employment agreement first (non-payment of wages, constructive termination)
  • Employer terminated you without cause while claiming loyalty obligations
  • Employer engaged in fraud or misrepresentation to obtain the agreement
  • Employer is selectively enforcing against you while ignoring others

Application: Assert as affirmative defense; gather evidence of employer's misconduct.

Defense 5: CUTSA Preemption

Trade Secret Claims Are Limited by CUTSA

Legal Basis: California Uniform Trade Secrets Act (Civil Code Section 3426.7)

Arguments:

  • CUTSA preempts common law claims based on misappropriation of confidential information
  • Employer cannot bring unfair competition or breach of duty claims as end-runs around CUTSA requirements
  • Employer must prove CUTSA elements: trade secret status + misappropriation

Application: Move to dismiss non-CUTSA claims that are really trade secret claims in disguise.

Defense 6: Failure to Identify Trade Secret

Employer Cannot Prove Trade Secret Status

Legal Basis: CUTSA requires identification of trade secrets with "reasonable particularity"

Arguments:

  • Employer's complaint vaguely references "confidential information" without specifics
  • Alleged trade secret is actually general knowledge available in the industry
  • Information was not kept secret (no passwords, shared freely, no confidentiality markings)
  • Information has no independent economic value from secrecy

Application: Demand bill of particulars; move to compel identification of trade secrets; challenge trade secret status at summary judgment.

Defense 7: No Actual Misappropriation

You Did Not Take or Use Any Trade Secrets

Legal Basis: CUTSA requires proof of acquisition or use of trade secret

Arguments:

  • You returned all company property and files
  • Forensic analysis of your devices shows no confidential files
  • Your new work product was independently developed
  • Information you use is publicly available or from prior experience

Application: Preserve evidence of independent development; prepare to rebut any forensic claims.

Counterclaims and Affirmative Relief
You May Have Claims Against Your Former Employer:
  • Tortious Interference: If employer contacted your new employer with baseless claims, causing you harm
  • Defamation: If employer made false statements about you to third parties
  • Abuse of Process: If employer filed suit solely to harass you, knowing claims were baseless
  • Civil Code 925: Attorney's fees if employer required you to sign a void agreement
  • AB 2282 Violations: Damages for attempting to enforce non-compete
  • Declaratory Relief: Court declaration that the non-compete is void
Procedural Defenses
Defense Basis Application
Anti-SLAPP Motion CCP 425.16 If claims target your exercise of free speech/petition rights, file special motion to strike
Forum Non Conveniens CCP 410.30 If employer sued in inconvenient forum, move to transfer
Statute of Limitations CUTSA: 3 years If alleged misappropriation occurred more than 3 years ago, move to dismiss
Failure to State Claim CCP 430.10 Demurrer if complaint fails to allege required elements
Attorney Services
Facing a Non-Compete Threat? Get Legal Help.

California law protects your right to work. If you have received a cease and desist letter threatening you for competing with your former employer, I can help you respond effectively and protect your career.

How I Can Help You Respond

Services for Employees Facing Non-Compete Claims

  • Demand Letter Response: Draft a professional response asserting your California rights
  • Agreement Review: Analyze your employment agreement for enforceability issues
  • Trade Secret Assessment: Evaluate whether employer's allegations have any merit
  • Defense Strategy: Develop comprehensive defense if litigation ensues
  • Negotiation: Negotiate resolution to avoid costly litigation
  • Counterclaim Evaluation: Assess whether you have claims against employer for tortious interference, abuse of process, or Civil Code 925 violations
  • New Employer Coordination: Help your current employer understand the situation and your legal protections
Common Situations I Handle
  • Employee received cease and desist letter demanding they stop working for competitor
  • Former employer threatening litigation over non-compete signed years ago
  • Out-of-state employer claiming their state's law applies to California worker
  • Employer alleging trade secret theft without identifying specific secrets
  • Former employer contacted new employer with baseless accusations
  • Employee needs to respond before employer's deadline
  • Employer filed lawsuit; employee needs immediate defense strategy
  • Employee wants to understand rights before leaving to start competing business
Employment Litigation Referrals
Network of Specialists: For complex employment litigation matters, including wrongful termination, discrimination, or wage claims, I work with a network of experienced employment litigators who can provide comprehensive representation. I can facilitate introductions to attorneys specializing in:
  • Employment defense litigation
  • Trade secret defense
  • Wage and hour claims
  • Wrongful termination counterclaims
Schedule a Consultation

Book a call to discuss your non-compete demand letter. I will review your situation, explain your rights under California law, and advise on the best response strategy.

Contact Information

Email: owner@terms.law

Frequently Asked Questions
Almost certainly not. California Business and Professions Code Section 16600 voids virtually all non-compete agreements signed by employees. This applies even if you voluntarily signed the agreement, received additional compensation for it, or the restrictions seem "reasonable." The California Supreme Court confirmed in Edwards v. Arthur Andersen (2008) that there is no reasonableness exception. Unless you are selling a business or dissolving a partnership, your non-compete is unenforceable.
If you work primarily in California, California law applies to your employment relationship, regardless of where your employer is headquartered or what the contract says. California courts consistently refuse to enforce choice-of-law provisions that would apply another state's pro-non-compete law to California workers. California's public policy against non-competes is considered fundamental and cannot be contracted around.
A non-compete tries to prevent you from working for competitors or in your industry entirely--this is VOID in California. A trade secret claim alleges you took or are using specific confidential information (formulas, customer lists with proprietary data, source code) that has economic value from being secret. Trade secret claims are potentially valid if the employer can prove both trade secret status and actual misappropriation. However, your general skills, knowledge, and experience are NOT trade secrets and are yours to use freely.
You should respond in writing. Ignoring the letter can be misinterpreted as admission or as evidence that you are "hiding" something. A well-crafted response asserts your rights, creates a record of your position, and may deter the employer from pursuing the matter further. Many employers send threatening letters hoping to intimidate you into compliance; when you respond citing California law, they often back down because they know their non-compete is unenforceable.
An employer who contacts your new employer with false or baseless claims may be liable for tortious interference with your business relationships. If your former employer makes accusations that cause your new employer to terminate you or treat you adversely, and those accusations are unfounded, you may have a claim for damages. Document any such contact and note it in your response letter as potential grounds for a counterclaim.
This is a more serious situation and you should consult an attorney before responding. If you took confidential documents, you may have exposure for trade secret misappropriation (potentially a valid claim) separate from the void non-compete. An attorney can help you evaluate whether what you took actually qualifies as trade secrets, whether returning the materials would mitigate liability, and how to craft a response that protects your interests. Do not lie or misrepresent in your response.
Potentially yes. Under California Civil Code Section 925, if your employer required you to sign an agreement that violates Section 16600, you may recover attorney's fees. Under CUTSA (Civil Code 3426.4), if the employer's trade secret claim was brought in bad faith, fees may be awarded. Under Code of Civil Procedure 1021.5, fees may be available for vindicating important public policies. Additionally, AB 2282 provides for damages and potentially fees for employers who attempt to enforce void non-competes.
For trade secret claims under CUTSA, the statute of limitations is 3 years from the date of discovery of the misappropriation. For breach of contract claims (like NDA violations), it is 4 years from the breach. For breach of written contract, it is also 4 years. Note that the clock starts when the employer discovers (or reasonably should have discovered) the alleged violation, not necessarily when you left employment.

Related Resources

Explore additional legal guides for responding to demand letters:

Received a Non-Compete Demand Letter?

California law protects your right to work in your chosen profession. Do not let baseless threats derail your career. Get legal guidance on how to respond effectively.

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How to Respond to a Non-Compete Demand Letter in California

If you have received a cease and desist letter from your former employer demanding you stop working for a competitor or stop your new business, California law is on your side. Business and Professions Code Section 16600 voids virtually all non-compete agreements, giving you the right to work in your chosen profession regardless of what you signed.

Your Rights Under California Law

Key Legal Authorities

What You Should Do