# The Restrictive Covenant Score, Each Offer Clause to Sign, Narrow, or Walk

*Score every noncompete, non-solicit, and no-hire clause in your offer on six dimensions and send a dated redline naming the term to change and your fallback.*

- Canonical URL: https://www.refolk.ai/candidates/guides/restrictive-covenant-offer-clause-score
- Pillar: Offers and negotiation
- Format: Framework
- Published: 2026-11-11
- Last reviewed: 2026-11-11
- Reading time: 25 min
- Keywords: should I sign a non-compete in my offer letter, how to negotiate a non-compete before accepting a job, is my non-compete enforceable in my state, non-solicit clause in job offer what does it mean, unpaid non-compete garden leave negotiate, employer gave me non-compete on first day

## Key takeaways

- Score each restrictive covenant clause separately on six dimensions (counted pay, notice, duration, pay during the restriction, overlap with your next move, and law and forum), because states treat noncompetes, non-solicits, and no-hires differently.
- Pay floors count only the pay types the statute names: Illinois counts earned bonus and commission and Tennessee counts nondiscretionary bonus, so adding a target bonus can produce a false pass or a false fail.
- Non-solicit floors sit far below noncompete floors ($45,000 against $75,000 in Illinois), so they reach individual contributors, and Refolk's index counts 4.85 US Account Executives for every US Sales Director.
- Massachusetts counts its notice window in business days and Illinois gives 14 calendar days, so record the date stamp on the email that delivered the covenant before you score anything.
- Washington voids noncompetes from June 30, 2027 regardless of when they were signed, but lawsuits filed before that date are not covered by the new rules.
- Walking away is a response to a refused fallback on a clause that is both unpaid and covers your next-move employers, not an opening position.

This guide is for anyone holding an offer packet with a noncompete, non-solicit, or no-hire agreement attached that they haven't signed yet. It scores each clause on six dimensions against your counted pay, your state's rules, and the employers you would realistically join next. The score gives each clause a call of Sign, Narrow, or Walk, and the guide ends with a dated redline you can send the recruiter. This is a way to make the decision, not legal advice. Where a score depends on the wording of a statute, I say what to check and who can check it.

## What counts as a restrictive covenant in an offer packet?

A restrictive covenant is any term that limits where you work, whom you contact, or whom you hire after you leave. It also covers any term that takes money back if you go to a competitor. Give each clause its own row, because states set different pay floors, notice windows, and time limits for each type.

The four types to separate:

- **Noncompete.** Bars you from working for a competitor, or in a field or territory, for a set period after you leave.
- **Customer non-solicit.** Bars you from soliciting the employer's customers. Some versions also bar you from accepting or servicing their business.
- **Employee non-solicit or no-hire.** Bars you from recruiting former colleagues (non-solicit) or from hiring them at all (no-hire, sometimes called no-recruit).
- **Forfeiture or clawback.** Takes back pay, bonus, or equity if you go to a competitor. Washington treats these as noncompetes, so score them as noncompetes.

Read the whole packet, not just the offer letter. Covenants also appear in separate confidentiality agreements, bonus plans, and equity documents. A forfeiture term in a plan document scores the same as a noncompete in the letter.

The heading on a clause tells you little. The verbs tell you what it does. In Washington, a "non-solicitation" clause that bars you from accepting or servicing a customer's business counts as a noncompete, so score it as one wherever you are.

### Why non-solicits deserve the same attention

Non-solicit pay floors sit far below noncompete floors. Illinois sets the non-solicit floor at $45,000. Colorado sets its customer non-solicit floor at 60% of the noncompete floor. So a non-solicit can bind people a noncompete can't reach, and in sales most of those people are individual contributors rather than their managers.

**4.85 - US Account Executives per US Sales Director in Refolk's index**

Derived from 248,455 Account Executive and 51,264 Sales Director profiles; low non-solicit floors bind the larger individual-contributor group.

## The six dimensions and how to score each one

Score every clause 0, 1, or 2 on each of six dimensions. A 0 means that dimension gives the clause little hold over your next move, and a 2 means it gives the clause full hold. Each clause totals between 0 and 12. The total, plus any single 2, decides the call.

| Dimension | 0 | 1 | 2 |
|---|---|---|---|
| Pay floor | Counted pay below floor | Above only with uncounted pay | Above on counted pay, or no floor |
| Notice and counsel | Statutory window or advice missed | No statutory rule, or unverified | Window and advice both met |
| Duration | Six months or less | Within cap or presumption | Beyond cap or presumption |
| Pay during restriction | Full base for whole period | Partial, or only on layoff | Unpaid |
| Overlap with next move | No listed employer covered | Some listed employers covered | Most of list, or whole field |
| Law and forum | Ban state, forum at home | Protective state, forum elsewhere | Enforcing state's law and courts |

I built this rubric for this one decision. It is not a legal test, and a court weighs these factors its own way. Its value is that it makes you look at each dimension separately instead of reacting to the word "noncompete."

### 1. Pay floor

**What it proves:** whether a statute voids this clause for someone at your pay. Many states will not enforce a noncompete against a worker earning below a set amount, and some set a lower floor for non-solicits.

Score this on counted pay, meaning the pay types the statute names, not the headline number in your offer. Illinois counts earned salary, earned bonuses, earned commissions, and any other taxable compensation on the W-2, plus elective deferrals. Tennessee counts wages, salary, commission, and nondiscretionary bonus. A secondary source says Tennessee measures hourly workers as hourly rate times 40 times 52. The sources behind this guide did not establish how Colorado, Oregon, or Washington count pay, so read the statute or ask counsel before you rely on a narrow margin in those states.

**How it lies:** you add a target bonus to your pay and land on the wrong side of the line, when the statute only counts bonus that is earned or nondiscretionary. The signing date can also change the result. Illinois applies the floor in force when the employer enters into the covenant, and its noncompete floor rises from $75,000 to $80,000 on January 1, 2027. So if your counted pay is $78,000, a covenant signed before that date clears the floor and one signed after it does not. That is my reading of the statute's wording, so confirm it with counsel.

### 2. Notice and counsel advice

**What it proves:** whether the employer followed the delivery steps the statute requires before a covenant can be enforced.

- **Massachusetts:** the agreement must arrive with the offer letter or 10 business days before your start date, whichever is earlier, and it must state your right to consult counsel.
- **Illinois:** the covenant is void unless the employer advises you in writing to consult an attorney and gives you 14 calendar days. This applies to non-solicits too. You may sign before the 14 days end.
- **Florida (CHOICE Act):** at least seven days to review, plus written advice to seek counsel.
- **Oregon:** two weeks' notice before the first day of employment.
- **Colorado:** a separate 14-day written notice.
- **Washington:** the terms must be in writing by the time you accept the offer.

**How it lies:** a 0 here gives you an argument you could make later. It does not guarantee the clause is void. Littler notes it is unclear whether an employer can cure a missed Massachusetts notice. Score what actually happened, and keep the evidence: the date stamp on the email that delivered the covenant.

> **Note:** Handed the covenant on your first day
>
> Do not sign it at your desk. Oregon's two-week rule and the Massachusetts timing rule can both fail when a covenant first appears on day one, so record the time you received it and score it like any other clause.

### 3. Duration

**What it proves:** how long the clause can hold you, compared with what your state allows.

Score 0 at six months or less. Florida's general statute presumes six months or less reasonable for employees, which makes it a sensible low marker. Score 1 if the duration is within your state's cap or presumption. Score 2 if it goes beyond that, or if you are in a state that allows long terms. Florida's CHOICE Act allows up to four years.

**How it lies:** you treat a presumption as a cap. A presumption is a default a court starts from, and either side can rebut it. Washington presumes more than 18 months unreasonable, and Tennessee presumes two years or less reasonable for employees. Massachusetts and Oregon set actual 12-month caps.

### 4. Pay during the restricted period

**What it proves:** whether the employer pays the cost of keeping you out of the market. Garden leave means the employer keeps paying you while you sit out the restriction.

Score 0 if the clause pays full base salary for the whole period. Score 1 for partial pay, or for pay that starts only after a layoff. Score 2 if the period is unpaid.

- **Massachusetts:** garden leave must be at least 50% of your highest annualized base salary over the previous two years, or other mutually agreed consideration. Noncompetes can't be enforced against employees terminated without cause.
- **Florida (CHOICE Act):** garden leave pays the same base salary and benefits. No work is required after 90 days, and the employer can shorten the period on 30 days' notice.
- **Washington:** a laid-off worker's covenant is void unless the employer pays base salary for the enforcement period, minus what you earn elsewhere. One source observes that few employers fund this, so most covenants fall away after a layoff.
- **Nevada:** after a reduction in force, the covenant is enforceable only while the employer keeps paying salary, benefits, or equivalent compensation.
- **Illinois:** a pay-or-void rule applies to COVID-type layoffs.

**How it lies:** a Massachusetts clause cites "other mutually agreed consideration" but never says what it is. If the clause doesn't specify the consideration, don't score the clause as paid.

### 5. Overlap with your next move

**What it proves:** whether this clause actually blocks the employers you would go to next. A broad clause that misses every employer on your list matters less than a narrow one that names your top target.

Score it against a written list of next-move employers. Score 0 if the clause covers none of them, 1 if it covers some, and 2 if it covers most of them or your whole field. Location matters as much as the employer's name. The same role can face up to four years of restriction under Florida's CHOICE Act and none at all in Washington from June 2027.

**How it lies:** your list holds three dream employers instead of the places people in your role actually move to. Build the list from postings you would realistically apply to. [Refolk](/candidates) scores how well you fit each posting, which cuts a wish list down to the employers you would actually apply to. Score the clause against that list.

### 6. Law and forum

**What it proves:** which state's rules apply and where a dispute would be heard. A choice-of-law clause picks the state whose law governs, and a forum clause picks the court.

Score 0 if you work in a state that bans noncompetes and the forum clause points to your home state or can be voided. Score 1 if you work in a protective state but the clause picks another state's law or courts, or if your state's law is changing. Score 2 if the clause picks the law and courts of a state that enforces covenants.

- California, Minnesota, North Dakota, and Oklahoma ban noncompetes outright. Washington's ban takes effect June 30, 2027.
- California Labor Code 925 lets an employee who "primarily resides and works in California" void an out-of-state choice-of-law or forum clause.
- California Business and Professions Code 16600.5 voids noncompetes "regardless of where and when the contract is signed."
- Washington RCW 49.62.050 makes out-of-state forum clauses unenforceable for Washington-based workers.
- The sources behind this guide did not verify the Colorado and Massachusetts choice-of-law provisions.

## Which state rules set the scores?

Four kinds of state rule drive most scores: pay floors, review windows, duration limits, and rules on pay during the restriction. Two more kinds sit above those: outright bans, and protections against choice-of-law clauses that pick another state. The tables below hold the figures as gathered for this guide. The pay floors are indexed and change, so re-check the current figure before you rely on a narrow margin.

**Pay floors (2026 figures)**

| State | Noncompete floor | Non-solicit floor | Pay counted |
|---|---|---|---|
| DC | $162,164 | n/a | unverified |
| Colorado | $130,014 | $78,008.40 | unverified |
| Washington | $126,858.83 | none (18-month cap from 2027) | unverified |
| Oregon | $119,541 | unverified | unverified |
| Illinois | $75,000 | $45,000 | W-2 pay, deferrals, earned bonus and commission |
| Tennessee | $70,000 | not covered | includes nondiscretionary bonus |

Two notes on this table. Washington's floor for independent contractors is $317,147.09, and its next published employee floor is $131,326.59 a year. Virginia ($78,364), Maine ($63,840), and Rhode Island ($39,900) appear only in a secondary source, so check those against the statute before you score on them.

**Review windows and counsel advice**

| State | Review window | Written counsel advice |
|---|---|---|
| Massachusetts | Earlier of offer or 10 business days before start | Required |
| Illinois | 14 calendar days | Required |
| Florida (CHOICE) | At least 7 days | Required |
| Oregon | 2 weeks before first day | Not established |
| Colorado | Separate 14-day written notice | Not established |
| Washington | Disclosed in writing by acceptance | Not established |

Tennessee's statute shows no review window in the sources gathered, but that is unverified. The sources also did not establish whether the Oregon and Colorado notice rules cover non-solicits.

**Duration and pay during the restriction**

| State | Duration | Pay during restriction |
|---|---|---|
| Massachusetts | 12-month cap | 50% of highest base, or other agreed consideration |
| Oregon | 12 months | Not established |
| Washington | Over 18 months presumed unreasonable | Base salary if laid off |
| Tennessee | 2 years or less presumed reasonable | None in statute |
| Florida (CHOICE) | Up to 4 years | Full base and benefits during garden leave |

Illinois sets no statutory duration in these sources. Its courts decide duration case by case.

#### Which rules reach your clause

1. **Choice of law and forum** - Which state's law governs and which court hears a dispute
2. **Bans and changing law** - Outright bans, retroactive voiding, and pending legislation
3. **Statutory conditions** - Pay floor and notice rules that void the clause if not met
4. **Clause terms** - Duration, scope, and pay during the restriction
5. **Your next move** - The employers and locations on your written list

*Score from the outside in, because an outer layer such as a ban or a voidable forum clause can override everything beneath it.*

### Retroactive, prospective, and pending law

- **Retroactive:** Washington ESHB 1155, signed March 23, 2026, voids noncompetes from June 30, 2027 "regardless of when the parties entered into the noncompetition covenant." Employers must notify workers that the covenants are void by October 1, 2027. Lawsuits filed before June 30, 2027 are not subject to the new amendments. Non-solicits remain allowed but are narrowly construed and capped at 18 months.
- **Prospective only:** Tennessee HB 1034, effective July 1, 2026, applies to agreements entered into, renewed, or amended on or after that date. It does not cover customer non-solicits or no-recruits.
- **Pending:** Illinois HB1642 would ban noncompetes and non-solicits for anyone earning $300,000 a year or less. Until it passes, score it as "law in transition" (a 1 on Law and forum), not as a ban.

## How scores map to Sign, Narrow, or Walk

Each clause's call comes from its total and from any single 2. Here is the mapping:

- **Sign:** the total is 0 to 4 and no dimension scores 2. Sign as written and keep your scoring sheet.
- **Narrow:** any dimension scores 2, or the total is 5 to 9. Send a redline that names the term causing the 2 and the fallback you will accept.
- **Walk candidate:** the total is 10 or more, or the clause scores 2 on both Overlap and Pay. It becomes a Walk only if the employer refuses your fallback in writing.

Walk is never the first message you send. Most clauses that score high do so because of one or two terms, and a recruiter can often get one term changed. The case where walking is rational is narrow: an unpaid clause that blocks most of your realistic next employers, where the employer will not move on either term.

A low score on Pay floor or Notice can make a clause unenforceable, but it does not make it harmless. An employer can still assert a void clause, and if the forum clause sends the dispute to a court in an enforcing state, your statute may not protect you there. When a clause comes out as Sign only because of a 0 on one of those two dimensions, keep the evidence for that 0 (your pay records, the email date stamp) with the signed copy.

#### Overlap against pay during the restriction

Horizontal axis runs from Low overlap with next-move list to High overlap with next-move list. Vertical axis runs from Unpaid restriction to Full base paid.

| Quadrant | What it means |
| --- | --- |
| Paid, low overlap | Sign if the other four dimensions are low |
| Paid, high overlap | Narrow the scope and keep the pay term |
| Unpaid, low overlap | Narrow the duration, or sign if it is short |
| Unpaid, high overlap | Narrow hard on both terms and walk if refused |

*The two dimensions that most often decide a covenant are how much of your next-move list it blocks and whether you are paid while it runs.*

> Walking away is a response to a refusal, never your first move.

## Scoring a clause, step by step

Work through the clauses in this order, and finish the scoring on the same day you start. Some sources check the statutory conditions (pay and notice) first, as the Illinois checklist does. The order below puts the clause inventory and your employer list first, because the overlap score depends on both.

#### From offer packet to sent redline

1. **List every clause** - Pull every noncompete, customer non-solicit, employee non-solicit or no-hire, and forfeiture or clawback from every document in the packet into its own row. Done means one row per clause, with the operative verbs quoted.
2. **Write your next-move employer list** - List the employers and locations you would realistically join next, drawn from postings you actually fit rather than wishes. Done means a written list you can test each clause's scope against.
3. **Pin the governing state and the dates** - Record your work state, home state, the date the covenant arrived, the offer date, and the start date. Done means you can test the notice window in the right unit: business days for Massachusetts, calendar days for Illinois.
4. **Compute counted pay against the floor** - Add only the pay types the statute counts and compare the total with the floor for that clause type. Done means each clause is marked above or below the floor, with the dollar margin written down.
5. **Check duration and pay during the restriction** - Compare the clause's duration with the state's cap or presumption, and find any garden leave or layoff pay term. Done means each clause has a Duration score and a Pay score.
6. **Check choice of law, forum, and changing law** - Read the governing-law and forum clauses and check for retroactive, prospective-only, or pending legislation that touches your state. Done means a Law and forum score with the reason noted.
7. **Score each clause and assign the call** - Total the six scores and apply the mapping to get Sign, Narrow, or Walk candidate. Done means every row has a call and each Narrow row names the dimension driving it.
8. **Send a dated redline inside the review window** - Send one written message naming each Narrow clause, the exact term to change, your ask, and the fallback you will accept, on the same day you finish scoring. Done means a written reply from the recruiter before you sign anything.

Use one copy of this sheet per clause. Write your reason next to each score, because the redline quotes those reasons.

**Clause scoring sheet**

```
Clause: [document name, section number, type]
Operative verbs, quoted: [e.g. "solicit", "accept", "service", "hire"]
Work state / home state: [ ] / [ ]
Covenant received: [date and time from the email stamp]
Offer date / start date: [ ] / [ ]
Counted pay: $[ ] vs floor $[ ], margin $[ ]

Pay floor (0/1/2): [ ] because [ ]
Notice and counsel (0/1/2): [ ] because [ ]
Duration (0/1/2): [ ] because [ ]
Pay during restriction (0/1/2): [ ] because [ ]
Overlap with next move (0/1/2): [ ] because [ ]
Law and forum (0/1/2): [ ] because [ ]

Total: [ ] / 12
Call: Sign / Narrow / Walk candidate
Driving dimension: [ ]
Ask: [ ]
Fallback I will accept: [ ]
```

*Copy once per clause; fill every line, and write "unverified" rather than guessing.*

## The redline: what to ask for and the fallback to accept

A redline asks for one specific change per clause and names a fallback you will accept if the employer says no. The fallback matters most, because it tells the recruiter exactly what would let you sign. Each high score points to its own ask:

| High score on | Ask | Fallback |
|---|---|---|
| Duration | Cut to six months | The state cap or presumption |
| Pay during restriction | Full base for the whole period | 50% of highest base, and lapse on layoff |
| Overlap with next move | Named competitor list that excludes your targets | Limit to customers you personally handled |
| Law and forum | Your work state's law and courts | Your home state's courts |
| Pay floor (above it) | Drop the noncompete, keep a non-solicit | Noncompete only with paid garden leave |

Notes on the table:

- **Notice is not a redline item.** If the employer missed the statutory window, record the date stamp. If they are pressing you to sign today, ask in writing for the review time your state gives you.
- **The 50% fallback** comes from the Massachusetts statutory minimum, which makes it a reasonable reference figure outside Massachusetts too.
- **Lapse on layoff** follows the rules in Washington, Nevada, and Massachusetts. Asking that the covenant fall away if you are let go without cause, or if the employer stops paying, is rarely an unusual request.
- **"Customers you personally handled"** is a negotiated term, not a legal standard. The sources did not establish any statute that limits a covenant to work you actually did.

> **Rule:** Redline in writing, before you sign, inside the window
>
> Send the redline as an email with the date, quote each clause by section number, and do not sign anything until you have a written reply. Once you sign, a court's discretion to refuse enforcement is narrow, so the review window is your leverage.

**Restrictive covenant redline email**

```
Subject: [Role] offer, requested changes to restrictive covenants ([today's date])

Hi [Recruiter name],

Thank you for the offer. I want to move forward and have reviewed every agreement in the packet. I received the [agreement name] on [date received].

Before I sign, I am asking for the following changes:

1. [Agreement name], Section [number] ([noncompete / non-solicit / no-hire]).
   Current term: "[quote the exact words]"
   Requested change: [your ask, e.g. reduce the restricted period to six months]
   If that does not work, I can accept: [your fallback, e.g. twelve months with base salary paid for the full period]

2. [Agreement name], Section [number].
   Current term: "[quote]"
   Requested change: [ask]
   If that does not work, I can accept: [fallback]

I am ready to sign everything else in the packet as written. Could you confirm in writing by [date inside the review window] whether these changes work, and send a revised agreement if so?

Thanks,
[Your name]
```

*One numbered item per Narrow clause; set the reply-by date inside your state's review window.*

Keep the email short. List the clauses you are asking about, the terms you want changed, and the deadline. Don't give legal arguments. If a clause is weak because of a missed notice or a pay floor, the recruiter's lawyer will spot it without your help, and arguing the point in writing only alerts them to fix it.

## How this scoring goes wrong

Most scoring mistakes come from reading a rule too generously in your favor. Each failure mode below gives a clause a score that looks safe when it isn't, or risky when it isn't. Check each one before you send the redline.

1. **Counting a target bonus toward the pay floor.** Tennessee counts only nondiscretionary bonus, and Illinois counts "earned" bonus. A target bonus can push you over the floor on paper when the statute would not count it. **Check:** the definition of counted pay in the statute itself.
2. **Counting the wrong kind of days.** Massachusetts counts business days, and Illinois gives 14 calendar days. If you count calendar days in Massachusetts, you can conclude the window was missed when it wasn't, or the reverse. Littler also notes it is unclear whether a missed notice can be cured. **Check:** the date stamp on the offer email against a business-day calendar.
3. **Treating a presumption as a cap.** Washington's 18 months and Tennessee's two years are presumptions, so the employer can argue for more, and you can argue for less. **Check:** whether the statute says "presumed" or sets a hard limit.
4. **Treating unspecified consideration as pay.** A Massachusetts clause may offer "other mutually agreed consideration" instead of 50% pay. **Check:** whether the clause states what that consideration actually is. If it doesn't, score Pay as 2.
5. **Assuming Washington's ban protects you now.** The ban takes effect June 30, 2027, and lawsuits filed before that date are not subject to the new amendments. Non-solicits survive it with an 18-month cap. **Check:** today's date against the effective date, and the clause type.
6. **Letting your lawyer negotiate the forum clause.** Under California Labor Code 925, you lose the right to void an out-of-state forum or choice-of-law clause if your counsel individually negotiated it. Section 16600.5 is also not a guaranteed shield in another state's courts. **Check:** who negotiated the forum clause, and which court it names.
7. **Scoring a disguised noncompete as a non-solicit.** A "non-solicit" that bars you from accepting business is a noncompete in Washington. **Check:** search the clause for the words "accept" and "service."
8. **Signing on your first day.** A covenant first presented on day one can fail Oregon's two-week notice rule and the Massachusetts timing rule. Signing anyway may weaken that defect as an argument. **Check:** the date you first received the covenant against your start date.
9. **Signing early to seem agreeable.** Illinois lets you sign before the 14 days run out, but you lose the rest of your review time. **Check:** whether your redline has a written answer yet.

> **Watch out:** Get advice without losing California protection
>
> If you primarily live and work in California, have counsel review the agreement and your scores, but keep counsel out of negotiating the forum clause. Labor Code 925(e) removes your right to void that clause if counsel individually negotiated it.

One more trap runs in both directions. Tennessee's law covers agreements that are renewed or amended on or after July 1, 2026. I infer from that wording that amending an older agreement could bring it under the $70,000 floor. If your new employer offers to "update" a covenant you already signed, re-score it under the new law before you agree.

## Before you sign: counsel, the final check, and keeping scores current

Before you sign, three things should be in place: a written reply to your redline, advice from someone who represents employees, and a scoring sheet that matches the final agreement. Finding that advisor is harder than it should be, because lawyers rarely put "non-compete" in their headlines.

**1 - US employment attorney profiles in Refolk's index with "non-compete" in the headline**

A keyword search on headlines finds almost no counsel; search by job title and practice side instead.

Search for employee-side employment lawyers by title and location rather than by keyword. Refolk's index can do that search in plain language, for example "employee-side employment lawyers in Massachusetts who review noncompete agreements," and it returns lawyers by title rather than by headline wording. Bring the scoring sheet to the first call. A lawyer can check six scored dimensions far faster than a packet with no notes.

#### Before you sign the covenant

- [ ] Every covenant in every document in the packet has its own scored row, including forfeiture and clawback terms.
- [ ] The date stamp on the email that delivered each covenant is saved alongside the agreement.
- [ ] Counted pay uses only the pay types your state's statute names, with the margin to the floor written down.
- [ ] Every duration is compared against the correct cap or presumption, and the word "presumed" is noted where it applies.
- [ ] Every clause that pays during the restriction states the amount or the consideration in its own text.
- [ ] Each clause's scope has been tested against your written next-move employer list, including locations.
- [ ] The governing-law and forum clauses are scored, and counsel did not negotiate the forum clause if you rely on California 925.
- [ ] Every Narrow clause appears in a dated redline email with an ask and a fallback.
- [ ] You have a written reply from the recruiter, and the revised agreement matches what they confirmed.

### Keeping the scores current

Re-score whenever any of these changes:

- **A floor updates.** Floors are indexed. Illinois steps up every five years until January 1, 2037, when the floors reach $90,000 for noncompetes and $52,500 for non-solicits. Washington publishes its threshold in a Labor and Industries release, so check the latest one instead of reusing a figure from a table.
- **A law takes effect or passes.** Keep a dated note to re-check Washington's ban on June 30, 2027 and the status of Illinois HB1642. Re-check Tennessee's rule if anyone proposes amending your agreement.
- **Your next-move list changes.** The overlap score is only as good as the list. When you start looking again, rebuild the list from postings you fit and re-score each clause you signed against it.

## Frequently asked questions

### Should I sign a non-compete in my offer letter?

Sign it as written only if it scores low on all six dimensions: counted pay, notice, duration, pay during the restriction, overlap with your next-move employers, and governing law. If any one scores high, send a written narrowing ask before you sign. Once a covenant is signed, a court's discretion to refuse enforcement is narrow, so the review window is when you have leverage. Walk away only after the employer refuses a reasonable fallback on a clause that is unpaid and covers your next move.

### Is my non-compete enforceable in my state?

That depends on your state's pay floor, notice rule, duration limit, and rule on pay during the restriction, and on which state's law the clause picks. California, Minnesota, North Dakota, and Oklahoma ban noncompetes, and Washington voids them from June 30, 2027. Other states void them below a pay floor, such as $75,000 in Illinois or $130,014 in Colorado. Floors are indexed, so check the current figure in the statute or in the state labor agency's release.

### What does a non-solicit clause in a job offer mean?

A non-solicit bars you from soliciting the employer's customers or recruiting its employees after you leave. A no-hire goes further and bars you from hiring them at all. The pay floors are lower than for noncompetes: $45,000 in Illinois and 60% of the noncompete floor in Colorado. Read the verbs. If the clause bars you from accepting or servicing business, Washington treats it as a noncompete, and your scoring should too.

### My employer gave me a non-compete on my first day. What should I do?

Don't sign it on the spot. Record the date and time you received it, then check your state's timing rule. Oregon requires two weeks' notice before the first day, Massachusetts requires delivery with the offer or 10 business days before the start date, and Colorado requires a separate 14-day written notice. Late delivery may make the clause unenforceable, but it is unclear whether a Massachusetts timing failure can be cured, so get advice.

### Can I negotiate an unpaid non-compete into paid garden leave?

Yes. Ask for it directly in the redline: full base salary for the whole restricted period, with a fallback of at least 50% of your highest base salary, which is the Massachusetts statutory minimum. Garden leave under Florida's CHOICE Act pays the same base salary and benefits, though the employer can shorten it on 30 days' notice. Also ask that the covenant lapse if you are laid off or if the employer stops paying.

### Will hiring a lawyer hurt my position on a non-compete?

Getting advice helps, but in California one specific move can cost you protection. Labor Code 925 lets an employee who primarily resides and works in California void an out-of-state choice-of-law or forum clause, unless counsel individually negotiated that clause. Have a lawyer review the agreement and your scores, but keep them out of negotiating the forum clause if you want to keep 925.

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*From the Refolk guide library. I revise these guides rather than replacing them, so the current version is always at https://www.refolk.ai/candidates/guides/restrictive-covenant-offer-clause-score*