You
Are non-compete agreements enforceable in California?
S
Generally no. Cal. Bus. & Prof. Code § 16600 has voided non-compete clauses in California for over a century: "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 narrow exceptions are § 16601 (sale of business goodwill), § 16602 (partnership dissolution), and § 16602.5 (LLC dissolution or member exit). Outside those three contexts, post-employment non-competes are void as a matter of California public policy, regardless of duration, geography, or consideration paid.
You
What did AB 1076 change?
S
AB 1076, effective January 1, 2024, strengthened § 16600 in three ways. First, it explicitly voids non-competes in "any contract" that does not meet the § 16601-16602.5 exceptions (codified at § 16600(b)(1)), removing ambiguity that some employers had argued. Second, it confirms that § 16600 applies to contracts signed outside California when the employee is California-based. Third, AB 1076 added Bus. & Prof. Code § 16600.1, which required employers to notify former and current employees by February 14, 2024, that any non-compete clauses in their agreements are void, with civil-penalty exposure for failing to provide notice. The notice-requirement deadline has passed but the substantive non-compete void remains in force.
You
What are the § 16601-16602.5 exceptions?
S
Three narrow exceptions to § 16600: (1) § 16601 allows a non-compete tied to the sale of business goodwill, between the seller and the buyer of a business, in the geographic area where the business operated. (2) § 16602 allows a non-compete between partners when the partnership dissolves or a partner withdraws, in the geographic area where the partnership did business. (3) § 16602.5 allows a non-compete between LLC members on dissolution or member exit, parallel to the partnership rule. All three exceptions require the non-compete to be tied to a sale or business-exit transaction; they do not extend to employee non-competes even when stock is part of the compensation package.
You
What about non-solicit and non-disclosure clauses?
S
Different framework. Employee non-solicits (e.g., "former employee will not solicit company's employees for one year") were treated as void after Edwards v. Arthur Andersen LLP (2008) 44 Cal.4th 937 and AMN Healthcare, Inc. v. Aya Healthcare Services, Inc. (2018) 28 Cal.App.5th 923. Customer non-solicits are usually void under the same rationale unless tied to actual trade-secret use under CUTSA. NDAs that protect trade secrets remain enforceable because CUTSA (Civ. Code § 3426) provides the framework, not § 16600. The line is fact-specific: an NDA that effectively prevents employment is void; an NDA that protects actual confidential information is enforceable.
You
What's in the $349 written memo?
S
A written legal memo analyzing your specific non-compete or restrictive-covenant agreement against § 16600 and AB 1076. The memo identifies (1) which provisions are void as facial non-competes, (2) which provisions might fall within the § 16601-16602.5 exceptions (sale of business, partnership exit, LLC exit), (3) whether non-solicit and NDA provisions are valid under the Edwards / AMN framework, (4) any choice-of-law issues if the agreement was signed in another state, (5) trade-secret risk under CUTSA (Civ. Code § 3426) that may apply even though the non-compete is void, and (6) your practical options for moving to a competing employer or starting a competing business. Most California non-compete situations are resolved by the memo without needing a demand letter.
You
What if my employer threatens me with a non-compete lawsuit?
S
Bus. & Prof. Code § 16600.5 (added by SB 699 in 2024) gives the employee or new employer a private right of action against an employer who attempts to enforce a void non-compete. Remedies include injunctive relief, actual damages, and attorney fees. California courts have also imposed prevailing-party fees on out-of-state employers who tried to enforce non-competes in their home jurisdiction under VL Sys., Inc. v. Unisen, Inc. (2007) 152 Cal.App.4th 708. The threat of a non-compete suit against a California-based employee is itself exposure for the former employer. The memo addresses the response posture if an enforcement threat is on the table.
You
Does choice-of-law matter?
S
California courts apply California law to non-compete enforceability when the employee is California-based, even if the contract specifies another state's law. Labor Code § 925 (enacted 2017) gives the employee the right to void choice-of-law and venue clauses for contracts with California employees if the employee has California-based primary work. The leading case is Application Group, Inc. v. Hunter Group, Inc. (1998) 61 Cal.App.4th 881. The practical effect: an employer in a non-compete-friendly state (Texas, Florida, Illinois) cannot escape California's public policy by writing "Texas law applies" in the contract. The memo addresses choice-of-law if the contract has it.
You
Can I take customer lists when I leave?
S
Generally no. Customer lists that meet the trade-secret definition under CUTSA (Civ. Code § 3426.1) are protected even though the non-compete itself is void. A former employee who downloads, prints, or memorizes a customer list before leaving is exposed to a trade-secret misappropriation claim, which has serious consequences (CCP § 339.1 three-year SOL, up to 2x exemplary damages, attorney fees on willful misappropriation). The right approach is: do not take any documents or files when leaving, do not use information learned during employment that meets the trade-secret definition, and build your new customer base from publicly available leads. The memo addresses what specifically counts as a trade secret in your fact pattern.
You
I'm an employer with non-competes in my agreements. What should I do?
S
Three things. First, the non-compete clauses are void under § 16600 and cannot be enforced against California employees. Continuing to threaten enforcement is exposure under § 16600.5 (private right of action for the employee). Second, the AB 1076 notice deadline was February 14, 2024 (Bus. & Prof. Code § 16600.1); employers who missed it should still provide written notice to former employees that the clauses are void. Third, replace the void non-compete with what is enforceable: a properly drafted NDA protecting trade secrets under CUTSA, a non-disparagement clause, an assignment-of-inventions clause, and (where the sale-of-business exception under § 16601 applies) a structured buy-out non-compete tied to actual goodwill transfer. The memo can be commissioned from the employer side as well; pricing is the same.
You
How quickly do you turn around the memo?
S
Seven to ten business days from receipt of the agreement and a written description of your situation. The memo is delivered as a PDF report covering enforceability, exceptions, trade-secret risk, and practical options. Urgent matters (you have a start date pending at a competing employer and need to move quickly) can be scoped on a five-business-day rush. Send the agreement and a paragraph about your situation; I will quote scope same day.