Is your employment or contractor agreement worth signing?
I draft and review employment agreements and independent contractor agreements, and I send attorney demand letters when one of those relationships goes wrong. You get a straight read on which document you actually need and what each clause does to you, in plain English, from a real attorney.
Describe your situation
Tell me what you are hiring for, signing, or fighting about, and I will point you to the right agreement or the right next step. This is AI-generated legal information, attorney-supervised, and not legal advice. A full written read on your specific document is the $300 Written Attorney Consultation, not this chat.
It turns on the real working relationship, not the label. Control over how, when, and where the work is done, ongoing work integrated into the business, and economic dependence point toward employment. A person who runs their own business, controls their methods, and serves other clients points toward a contractor. Calling someone a contractor in the document does not make it true, and misclassification can mean back wages, taxes, and penalties.
There is no federal ban. The FTC's 2024 Non-Compete Clause Rule was set aside nationwide on August 20, 2024 in Ryan, LLC v. FTC, and the FTC abandoned the rule in September 2025. Enforceability is back to state law, which varies sharply: California voids most employee non-competes, while Illinois allows them only above an earnings threshold and only with specific steps.
Attorney drafting or redline of one employment or contractor agreement is $750 flat, with up to three rounds of email revisions and $300 per hour for unusual overflow. A written attorney read on a single question is the $300 Written Attorney Consultation. An attorney demand letter, for when a relationship has gone wrong, is $2,500.
The Demand Package includes review of the first substantive response and one deadline follow-up. If the back-and-forth continues, the Written Negotiation Phase starts at $3,000 for multi-round written negotiation. If an appropriate California or Washington matter later warrants a court complaint, Court Complaint (drafting only) starts at $3,500. Filing, service, appearances, and representation are outside my practice.
Which agreement do I need?
Three short questions. I will point you to the document that fits and the generator or attorney step that goes with it. This is a starting point, not legal advice, and the real answer turns on your facts.
Here is what fits
Answer the three questions above and I will recommend a document.
Not sure your answers fit cleanly? Ask the AI Legal Analyst above, or have me look at the actual facts.
Prefer to just talk it through? Use the AI Legal Analyst at the top of the page and describe the situation in your own words.
These are the documents that set the terms when you hire or are hired as an employee. Front of each card is what it is and when to use it; flip for the key clauses, the employer-versus-worker watch-point, and a link to build a draft.
These documents set the terms when you engage an outside person or firm rather than an employee. The single most important thing to get right is whether the person is genuinely a contractor at all.
For the California ABC test, see my AB5 guide. To estimate the dollar exposure if a contractor is reclassified, use the contractor misclassification damages calculator.
Non-compete
A non-compete restricts where and for whom a person can work after the relationship ends. With no federal ban, enforceability is purely a matter of state law and varies sharply. Some states void most employee non-competes; others enforce reasonable ones; several impose earnings thresholds and procedural steps.
Illinois is a good example of a threshold state. Under the Illinois Freedom to Work Act, a non-compete is illegal and void unless the employee's actual or expected annualized earnings exceed $75,000 per year, rising to $80,000 on January 1, 2027, $85,000 on January 1, 2032, and $90,000 on January 1, 2037. The covenant must also be no greater than needed to protect a legitimate business interest, be supported by adequate consideration, and follow specific notice steps.
820 ILCS 90/10; 820 ILCS 90/15. Source: ilga.gov.
| Employer view | Worker view |
|---|---|
| Tie the restriction to a real, protectable interest and keep duration and geography narrow. In threshold states, confirm the earnings floor is met and the notice and review steps were followed, or the covenant is void. | You may not be bound at all if your state voids non-competes, if you fall under the earnings threshold, or if the employer skipped the required steps. Do not assume the document binds you just because you signed it. |
Consideration and the two-year question. Illinois defines adequate consideration as either at least two years of employment after signing or other professional or financial benefits adequate to support the covenant (820 ILCS 90/5). A line of Illinois appellate cases, led by Fifield v. Premier Dealer Services, treated two years of continued employment as a bright-line minimum absent other consideration, but that rule is contested: the Illinois Supreme Court has not ruled on it and federal judges have split. Treat the two-year point as an unsettled gloss, not a settled rule.
820 ILCS 90/5; Fifield v. Premier Dealer Services, Inc., 2013 IL App (1st) 120327.
State rules differ widely. See the state-by-state tab below for California, Illinois, New York, and Texas.
Non-solicitation
A non-solicit restricts soliciting the employer's employees or its customers and vendors, rather than barring competition outright. It is generally seen as less restrictive than a non-compete, and several states that limit non-competes still allow narrowly drawn non-solicits.
Illinois sets a separate, lower threshold. A non-solicit is void unless the employee's actual or expected annualized earnings exceed $45,000 per year, rising to $47,500 on January 1, 2027, $50,000 on January 1, 2032, and $52,500 on January 1, 2037. That is a different and lower floor than the $75,000 non-compete threshold.
820 ILCS 90/10. Source: ilga.gov.
| Employer view | Worker view |
|---|---|
| A well-drawn non-solicit protecting customer relationships and staff is often the more enforceable tool than a broad non-compete. Keep it tied to people the worker actually dealt with. | Accepting business that comes to you, without soliciting it, is usually different from soliciting. Read the definition of solicitation closely; an overbroad one can sweep in ordinary networking. |
NDA and confidentiality
A confidentiality agreement or NDA protects trade secrets, customer lists, pricing, and proprietary information without restricting where someone can work. Because it does not bar employment, it is the most broadly enforceable of the protective tools and is often the better first line of defense than a non-compete.
A workable NDA defines confidential information, carves out what is public or independently known, sets a sensible duration, and survives the end of the relationship. Overbroad definitions that sweep in everything tend to be read down by courts.
| Employer view | Worker view |
|---|---|
| Protect the actual secrets: define them, mark them, and pair the NDA with reasonable security. Trade-secret protection often outlasts and outperforms a contested non-compete. | A confidentiality term that does not stop you from working is usually fair. Watch for definitions broad enough to cover your general skills and experience, which you keep. |
Build one with the mutual NDA generator.
Garden leave and notice periods
Garden leave keeps a departing employee on payroll through a notice period while keeping them away from clients and competitors. Along with notice periods and forfeiture-for-competition (employee-choice) terms, it is a common structuring alternative to an outright non-compete, and courts analyze it differently because the person is still being paid.
In sensitive roles, a paid notice period can achieve much of what a non-compete is meant to do while standing on firmer ground, because the worker is compensated during the restriction. The tradeoff is real payroll cost during the leave.
California
California is the strictest state on employee mobility. As a matter of long-standing policy it voids most post-employment non-competes, so the protective work has to be done with confidentiality and trade-secret terms and carefully drawn non-solicits rather than broad non-competes. For California employment matters I handle the full pre-litigation cycle directly.
California resources: the California wage penalty calculator, my employment demand letters, and the employment law FAQ.
Illinois
Illinois allows non-competes and non-solicits, but only under the Freedom to Work Act. A non-compete is void unless earnings exceed $75,000 (rising on the schedule above) and a non-solicit is void unless earnings exceed $45,000. The employer must advise the employee in writing to consult an attorney and give at least 14 days to review, the covenant needs adequate consideration, and if the employee wins an enforcement suit the employer pays the employee's costs and fees.
820 ILCS 90/10, 90/15, 90/20, 90/25; current thresholds enacted by P.A. 102-358, eff. 1-1-22. Source: ilga.gov.
Deeper dive: see my Illinois restrictive covenants guide for thresholds, consideration, notice steps, and the Fifield two-year debate.
New York
New York enforces reasonable non-competes under a common-law reasonableness test that weighs the employer's legitimate interest against the burden on the worker and the public, and it has actively debated broader limits in recent legislative sessions. There is no single earnings threshold codified the way Illinois has one, so the analysis is fact-specific and turns on the role, the interest protected, and how narrow the restriction is.
Not sure how this applies to your New York role?
Texas
Texas enforces non-competes that are ancillary to an otherwise enforceable agreement and reasonable in time, geography, and scope of activity. Texas courts will reform an overbroad covenant rather than void it outright, which makes the reasonableness of the limits, and the consideration supporting them, the center of the analysis.
Have a Texas covenant in hand?
Some sectors layer regulation and unusual compensation on top of the ordinary employment or contractor analysis. These are the ones I see most.
Free document generators build a working first draft. When the stakes are real, have me draft or review it. One line on when to use each.
Create or Redline a Contract
Attorney drafting or redline of one employment or contractor agreement, up to three rounds of email revisions. Brief written comments on the key issues. Overflow at $300 per hour.
Written Attorney Consultation
Send a question plus a short summary and key documents; receive a written attorney response identifying the main issues, risks, leverage, and next steps. The the $300 written attorney consultation is the live version.
Demand Package
Attorney demand on firm letterhead, factual chronology, damages calculation, supporting exhibits, USPS certified mail plus email delivery, review of the first substantive response, and one deadline follow-up.
Written Negotiation Phase
Multi-round written negotiation after the demand under the agreed written scope.
Standard delivery is within two business days after the signed engagement, payment, complete materials, and conflicts clearance. The Written Negotiation Phase and any Court Complaint (drafting only) work are separately scoped.
If you received one of my demand letters and are reviewing the next steps, the letter is the first written step, not the entire process. Any additional written negotiation or court-document drafting is separately scoped before the work begins.
- Step 1, the demand letter ($2,500). The letter goes out on firm letterhead by certified mail. It includes review of the first substantive response and a narrow counter-response from me where that helps. Communications are directed to me, not left to the client alone.
- Step 2, Written Negotiation Phase, from $3,000. This separately scoped phase covers multi-round written negotiation after the demand under the agreed written scope.
- Step 3, Court Complaint (drafting only), from $3,500 if appropriate for a California or Washington matter. Filing, service, arbitration initiation, appearances, and representation are outside my practice.
For employment-specific demands, see my employment demand letters. For the broader demand-letter service and tiers, see the demand letter lawyer page.
Do I need an employment agreement or an independent contractor agreement?
It depends on the real working relationship, not the label you prefer. If the company controls how, when, and where the work gets done, treats the person as part of the business, and the work is ongoing, that points toward employment. If the person runs an independent business, controls their own methods, and serves other clients, that points toward an independent contractor relationship. Calling someone a contractor in the document does not make it so. Classification is governed by state and federal tests, and getting it wrong can mean back wages, taxes, and penalties. I tell you which document actually fits the facts you describe before I draft.
Are non-compete agreements still enforceable after the FTC rule was struck down?
Yes, where state law allows them. The FTC's 2024 Non-Compete Clause Rule, which would have banned most post-employment non-competes nationwide, was set aside on a nationwide basis on August 20, 2024 in Ryan, LLC v. FTC, and the FTC formally abandoned the rule in September 2025. There is no federal ban. Enforceability is now back to state law, which varies sharply. California voids most employee non-competes. Illinois allows them only above an earnings threshold and only with specific procedural steps. I check the governing state law before drafting or challenging a covenant.
What is Illinois's earnings threshold for a non-compete?
Under the Illinois Freedom to Work Act, a covenant not to compete is void unless the employee's actual or expected annualized earnings exceed $75,000 per year, and that figure rises to $80,000 on January 1, 2027, $85,000 on January 1, 2032, and $90,000 on January 1, 2037 (820 ILCS 90/10). Non-solicitation covenants have a separate, lower threshold of $45,000, rising to $47,500 in 2027, $50,000 in 2032, and $52,500 in 2037. The employer must also advise the employee in writing to consult an attorney and give at least 14 days to review (820 ILCS 90/20).
Does a worker have to sign whatever non-compete the employer hands them?
Not blindly, and in several states an unsupported covenant is unenforceable. In Illinois the covenant requires adequate consideration, which the statute defines as either at least two years of employment after signing or other professional or financial benefits adequate to support it (820 ILCS 90/5). The Illinois Freedom to Work Act also has a one-way fee-shifting provision: if an employee prevails in a suit or arbitration the employer brought to enforce a covenant, the employee recovers all costs and reasonable attorney's fees from the employer (820 ILCS 90/25). I review the covenant against the governing state law before you sign or before you decide to challenge it.
What does it cost to have you draft or review an agreement?
Attorney drafting or redline of one employment or independent contractor agreement is $750 flat, with up to three rounds of email revisions and $300 per hour for unusual overflow. If you want a written attorney read on a specific question or a single document without a full drafting engagement, the $300 Written Attorney Consultation is the lower-friction option. When a relationship has already gone wrong, an attorney demand letter is $2,500.
What happens if the other side ignores a demand letter?
The Demand Package starts at $2,500 and includes the attorney demand, factual chronology, damages calculation, exhibits, USPS certified mail plus email delivery, review of the first substantive response, and one deadline follow-up. If the back-and-forth continues, the Written Negotiation Phase starts at $3,000. If an appropriate California or Washington matter later warrants a court complaint, Court Complaint (drafting only) starts at $3,500. Filing, arbitration initiation, appearances, and representation are not included.
Get the agreement right, or push back when it goes wrong
Pick the step that matches your situation. You work directly with me, not a firm.
Contract Review / Redline
Written Attorney Consultation
Demand Package
Sergei Tokmakov, Esq. | California Bar #279869