Ohio courts will enforce non-compete agreements, but only when they are reasonable. If you have been asked to sign one, are considering a job change, or have received a cease-and-desist letter, knowing where the line is matters.
Ohio applies a three-part reasonableness test. A non-compete is enforceable only to the extent that it is no broader than necessary to protect the employer's legitimate business interests, does not impose undue hardship on the employee, and is not injurious to the public. Courts analyze the geographic scope, duration, and the activities restricted, and they have authority to modify ("blue-pencil") an overbroad agreement rather than throw it out entirely. The framework is governed almost entirely by state common law; the FTC's 2024 federal Non-Compete Rule was vacated nationwide and never took effect, and the agency has now formally removed it from the Code of Federal Regulations (discussed in the next section).
The controlling framework is the Ohio Supreme Court's three-factor reasonableness test from Raimonde v. Van Vlerah, 42 Ohio St.2d 21 (1975), under which a non-compete must (1) be no greater than required to protect the employer's legitimate business interests, (2) not impose undue hardship on the employee, and (3) not be injurious to the public. The employer bears the burden of establishing each factor by clear and convincing evidence (Cretor Construction Equipment LLC v. Gibson, 738 F.Supp.3d 950 (N.D. Ohio 2024); Total Quality Logistics, LLC v. Leonard, 220 N.E.3d 225 (Ohio Ct. App. 2023); Matco Tools Corp. v. Urquhart, 435 F.Supp.3d 802 (N.D. Ohio 2020)). Ohio courts have layered a more granular nine-factor inquiry on top of Raimonde: temporal and spatial limitations; whether the employee had customer contact; possession of confidential information or trade secrets; whether the covenant eliminates unfair versus ordinary competition; whether it stifles the employee's inherent skills; proportionality of benefit to detriment; impact on the employee's livelihood; whether the talent was developed during employment; and whether the forbidden employment is incidental to the main employment. The Sixth Circuit has observed that "some courts applying Ohio law consider only the three general factors in assessing a covenant's reasonableness," while "other courts consider the nine factors" (Union Home Mortgage Corp. v. Cromer, 31 F.4th 356 (6th Cir. 2022)). In James B. Oswald Co. v. Neate (6th Cir. 2024), the Sixth Circuit reversed a district court ruling for failing to consider all of the required factors, emphasizing that the reasonableness inquiry must be comprehensive.
The Ohio Supreme Court held in Lake Land Employment Group of Akron, LLC v. Columber, 101 Ohio St.3d 242 (2004), that continued at-will employment constitutes sufficient consideration for a post-employment non-compete signed by an existing employee. Courts consistently apply this rule even where the agreement is a form document presented after hiring and signed solely in consideration of further employment (Cheryl & Co. v. Krueger, 536 F.Supp.3d 182 (S.D. Ohio 2021); Jacobs v. Securitas Electronic Security, Inc. (S.D. Ohio 2019)). Consideration challenges therefore rarely succeed on the front end. The strength of consideration can still affect enforceability indirectly by influencing the reasonableness analysis, particularly when an employer demands a far-reaching restriction without offering any new benefit beyond continued at-will status.
Ohio courts possess authority to modify overbroad non-compete agreements under Rogers v. Runfola & Associates, Inc., 57 Ohio St.3d 5 (1991), which held that courts are empowered to amend an employment agreement to render it reasonable rather than refusing enforcement altogether. The Sixth Circuit has confirmed that "courts are empowered to modify or amend a noncompete covenant to render it reasonable under Ohio law" (Union Home Mortgage Corp. v. Cromer). Modification is discretionary, not mandatory. Courts may enforce a covenant "to the extent necessary to protect an employer's legitimate interests" but are not required to do so (Fiorilli Construction Company, Inc. v. Karlovec, 2026 WL 1346272 (Ohio Ct. App. 2026)). Ohio appellate courts have shown reluctance to rewrite agreements that would require substantial reformation, particularly where "modification would require the court to balance many factors and considerations" (Kross Acquisition Co., LLC v. Groundworks Ohio LLC, 236 N.E.3d 453 (Ohio Ct. App. 2024)). The practical lesson for employees is that an overbroad agreement is not automatically unenforceable, but a sufficiently overbroad agreement may exceed what a court is willing to rescue.
An employer may enforce a non-compete to protect trade secrets, confidential information, customer relationships, and goodwill investment (Union Home Mortgage Corp. v. Fratelli (N.D. Ohio 2025); Total Quality Logistics, LLC v. Alliance Shippers, Inc., 168 N.E.3d 1228 (Ohio Ct. App. 2021); Total Quality Logistics, LLC v. EDA Logistics LLC, 685 F.Supp.3d 563 (S.D. Ohio 2023)). Legitimate interests include "limiting a former employee's ability to take advantage of personal relationships the employee has developed while representing the employer to the employer's established client" and "preventing a former employee from using his former employer's customer lists or contacts to solicit new customers" (Union Home Mortgage Corp. v. Fratelli). Agreements designed merely to "eliminate ordinary competition" rather than unfair competition are disfavored. In Union Home Mortgage Corp. v. Ballew, 814 F.Supp.3d 884 (N.D. Ohio 2025), the Northern District of Ohio refused to enforce a restriction that prevented an employee from working with self-sourced customers the employee had brought with him, holding that the restriction "sought to eliminate ordinary, instead of unfair competition." Covenants that "stifle the inherent skill and experience of the employee" or that suppress "general knowledge or skills" the employee held before employment likewise weigh against enforcement (Geloff v. R.C. Hemm's Glass Shops, Inc., 167 N.E.3d 1095 (Ohio Ct. App. 2021); CNG Financial Corp. v. Brichler (S.D. Ohio 2021)).
The reasonableness inquiry into scope is fact-intensive. Recent decisions have upheld one-year temporal restrictions as facially reasonable (Union Home Mortgage Corp. v. Jenkins (N.D. Ohio 2021); Union Home Mortgage Corp. v. Payne (N.D. Ohio 2020)), with two-year restrictions also approved on appropriate facts (Kinzie Advanced Polymers, LLC v. Calyx Containers, LLC, 2025 WL 2418908 (S.D. Ohio 2025)). Geographic restrictions tied to the employer's actual market area (for example, a 100-mile radius around offices in which the employer operates) are more defensible than untethered nationwide bans, though nationwide restrictions can survive where the employer genuinely operates nationwide. Customer-based restrictions (no soliciting clients the employee serviced during the last two years of employment) can substitute for geographic limits and are often easier to defend because they are inherently calibrated to the legitimate interest. Where an employee breaches during the restriction period, courts may extend the non-compete beyond its stated expiration to give the employer the benefit of its bargain, including injunctions running from the date of the order rather than from the original end date.
The federal regulatory landscape changed dramatically in 2024 and resolved in late 2025 and early 2026. The FTC's effort to ban most non-compete agreements at the federal level is now over. For Ohio employees, that means state law continues to govern enforceability, with one significant caveat: the FTC retains authority under Section 5 of the FTC Act to challenge specific non-compete agreements as unfair methods of competition on a case-by-case basis, and the agency has been actively doing so.
On April 23, 2024, the FTC published its final Non-Compete Clause Rule at 16 C.F.R. Part 910, which would have prohibited most post-employment non-compete agreements nationwide and required employers to notify workers that existing non-competes were no longer enforceable. The rule was scheduled to take effect on September 4, 2024. Multiple federal lawsuits challenged the rule. In Ryan LLC v. Federal Trade Commission, 739 F.Supp.3d 496 (N.D. Tex. July 3, 2024), Judge Ada Brown granted a preliminary injunction, holding that the FTC likely lacked substantive rulemaking authority over unfair methods of competition under Section 6(g) of the FTC Act. On August 20, 2024, the court granted summary judgment to the plaintiffs in Ryan, LLC v. FTC, 746 F.Supp.3d 369 (N.D. Tex. 2024), setting the rule aside nationwide on both statutory-authority and arbitrary-and-capricious grounds. The court emphasized that "FTC explicitly disclaimed substantive rulemaking authority for the first 48 years of its existence" and that "the APA does not contemplate party-specific relief," so the rule had to be set aside as to all persons.
Two district courts reached opposing conclusions in the same window. The Eastern District of Pennsylvania denied a preliminary injunction in ATS Tree Services, LLC v. Federal Trade Commission, 739 F.Supp.3d 295 (E.D. Pa. 2024), finding the FTC likely had authority to promulgate the rule. The Middle District of Florida in Properties of the Villages, Inc. v. FTC, 2024 WL 3870380 (M.D. Fla. Aug. 15, 2024), invoked the Major Questions Doctrine to grant relief on different grounds. The competing rulings did not stop the Ryan nationwide vacatur from taking effect: the rule never became enforceable.
The FTC initially appealed both Ryan (to the Fifth Circuit, Case No. 24-10951) and Properties of the Villages (to the Eleventh Circuit, Case No. 24-13102). After the change in administration in January 2025, the agency sought multiple stays while internal leadership reviewed the litigation. On September 5, 2025, the FTC voted 3-1 to dismiss both appeals and "accede to the vacatur" of the Non-Compete Clause Rule. Chairman Andrew N. Ferguson, joined by Commissioner Melissa Holyoak, issued a statement explaining that the Commission lacked statutory authority to issue the rule and that further litigation was not warranted. On February 12, 2026, the FTC formally removed the Non-Compete Clause Rule from the Code of Federal Regulations through a final action conforming the rules to the court decisions vacating them. The rule is permanently dead at the federal level.
The agency's retreat from rulemaking has not been a retreat from non-compete enforcement. Under Chairman Ferguson, the FTC has continued to challenge specific non-compete arrangements on a case-by-case basis under Section 5 of the FTC Act, with a focus on agreements applied indiscriminately across all employees regardless of role. In September 2025, the FTC issued a consent order requiring Gateway Services, the country's largest pet cremation business, to cease enforcement of non-competes against approximately 1,800 employees, including hourly laborers and customer service workers, on the ground that the agreements were applied "without any individualized consideration of an employee's role." In December 2025, the FTC announced an enforcement action against Adamas Amenity Services, a building services contractor, targeting no-hire agreements with building owners and management companies, with the consent order finalized on February 12, 2026. In April 2026, the FTC ordered Rollins, Inc., one of the nation's largest pest-control companies (and the parent of Orkin), to stop enforcing non-competes against more than 18,000 employees nationwide, and sent warning letters to 13 other pest-control industry employers. The agency has also launched a public inquiry program to gather information on non-compete prevalence and effects to inform future enforcement.
The pattern from these enforcement actions is consistent. The FTC targets blanket non-competes applied uniformly across hourly workers, lower-level employees, and customer-facing staff without role-specific justification. The agency has expressly preserved space for narrowly tailored agreements with senior executives, equity-holding employees, and agreements tied to the sale of a business. For Ohio employers and employees, this overlays an additional federal antitrust risk on top of the state-law reasonableness analysis. An agreement that would survive Raimonde may still attract FTC scrutiny if applied broadly across an employee population that includes workers without access to the kind of confidential information or customer relationships a non-compete is meant to protect. Pending federal legislation, the Workforce Mobility Act (S. 2031, 119th Congress (2025)), would ban most non-competes by statute, but it has not advanced.
Most non-compete disputes do not arrive as freestanding contract claims. They come bundled with trade-secret theories, fiduciary-duty claims, choice-of-law arguments, and other related counts. The legal framework around these adjacent claims often determines what the employer can actually win even when the non-compete itself is enforceable.
The Ohio Uniform Trade Secrets Act, R.C. 1333.61 through 1333.69, defines a trade secret as information that "derives independent economic value from not being generally known to, and not being readily ascertainable by proper means by, other persons who can obtain economic value from its disclosure or use" and that "is the subject of efforts that are reasonable under the circumstances to maintain its secrecy" (R.C. 1333.61(D)). Misappropriation includes both acquisition of a trade secret by improper means and disclosure or use without consent by a person who used improper means to acquire knowledge of the secret. Available remedies include injunctive relief against actual or threatened misappropriation under R.C. 1333.62, compensatory damages measured by actual loss and unjust enrichment (or, alternatively, a reasonable royalty) under R.C. 1333.63, and exemplary damages of up to three times compensatory damages where willful and malicious misappropriation exists. Attorney's fees may be awarded to the prevailing party under R.C. 1333.64 in cases of willful and malicious misappropriation (or where the misappropriation claim itself is made or defended in bad faith). Courts must "preserve the secrecy of an alleged trade secret by reasonable means," including protective orders, in camera hearings, and sealed records (R.C. 1333.65).
Ohio recognizes the inevitable disclosure doctrine articulated in Procter & Gamble Co. v. Stoneham, 140 Ohio App.3d 260 (1st Dist. 2000). Under the doctrine, "a threat of harm warranting injunctive relief can be shown by facts establishing that an employee with detailed and comprehensive knowledge of an employer's trade secrets and confidential information has begun employment with a competitor of the former employer in a position that is substantially similar to the position held during the former employment." The doctrine "has been justified because the courts have recognized that it is very difficult for the human mind to compartmentalize and selectively suppress information once learned." Ohio courts continue to apply the doctrine to support injunctive relief under the OUTSA, including in Handel's Enterprises, Inc. v. Schulenburg (N.D. Ohio 2020). The doctrine is typically invoked where a former employee begins work with a direct competitor during the non-compete period, and it can support injunctive relief even where the non-compete itself is partly defective, provided the trade-secret element is established. Some jurisdictions (notably California) reject the doctrine, which is one reason choice-of-law issues matter so much in this area.
R.C. 1333.67(A) provides that the OUTSA "displace[s] conflicting tort, restitutionary, and other laws of this state providing civil remedies for misappropriation of a trade secret," but it does not preempt contractual remedies or "[o]ther civil remedies that are not based on misappropriation of a trade secret." The Ohio Supreme Court applied this preemption broadly in Hanneman Family Funeral Home & Crematorium v. Orians, 174 Ohio St.3d 130 (2023), holding that the OUTSA preempted a funeral home's claims against its former director and his current employer for tortious interference with business contracts, tortious interference with business relationships, and conversion based on alleged misappropriation of customer information. The court emphasized that tort claims "premised on" alleged misappropriation are preempted even when the information at issue is ultimately found not to qualify as a trade secret. The Sixth Circuit in Equity Resources, Inc. v. Thoman, 682 F.Supp.3d 707 (S.D. Ohio 2023), explained that the OUTSA "should be understood to preempt not only causes of action for misappropriation of trade secrets but also causes of action that are based in some way on misappropriation of trade secrets." Plaintiffs typically still plead breach of contract and breach of fiduciary duty as parallel theories, which survive preemption to the extent they rest on duties independent of the trade-secret claim.
Ohio choice-of-law analysis "strongly favor[s] upholding the chosen law of the contracting parties" (Union Home Mortgage Corp. v. Cromer). Where a non-compete contains a Ohio choice-of-law clause and an employee later moves to a state that disfavors non-competes (most prominently California), Ohio courts have repeatedly enforced the Ohio choice-of-law provision. In Seaman Corp. v. Flaherty (N.D. Ohio 2020), the court held that "Ohio has a 'materially greater' interest in this dispute as it relates to the enforceability of bargained-for employment contracts, protection of trade secrets and business integrity of its corporate citizens, and parties' justified expectations." The court emphasized that "the choice of law governing an employment agreement does not change whenever an employee moves to a new state."
The Sixth Circuit in Down-Lite International, Inc. v. Altbaier reached a similar result, holding that "Ohio's weighty interest" in protecting Ohio-based employers' bargained-for restrictive covenants would not yield to California's contrary public policy where the parties had clearly selected Ohio law. The outer limit of the doctrine is that Ohio courts will override a contractual choice-of-law provision when applying the chosen law would violate Ohio's own fundamental public policy. That exception rarely matters in the non-compete context because Ohio law is itself protective of bargained-for restrictive covenants. For employees, the practical implication is that an Ohio choice-of-law clause in an offer letter generally locks the employee into Ohio's reasonableness framework even after relocating, and the easiest time to negotiate that provision is before signing.
Cease-and-desist letters are designed to intimidate. The first step is always to assess the actual enforceability of the agreement, the strength of the underlying interest the employer is asserting, and the realistic outcome if the matter went to court. Many cease-and-desist letters never become lawsuits because the underlying agreement would not survive Ohio's reasonableness test. Some do, however, and acting quickly preserves defenses and protects your new role.
Yes, but only to the extent they are reasonable. Ohio courts apply a three-part test focused on the employer's legitimate business interest, undue hardship to the employee, and harm to the public. Overbroad agreements are routinely modified or struck down. The standard is fact-intensive and depends on the role, the industry, and the specific terms.
Generally yes, but Ohio courts have held that continued employment can be sufficient consideration in many cases. That is more controversial when the agreement is presented well after hiring without any new benefit. The strength of consideration affects enforceability and often comes up in litigation.
The employer can seek a temporary restraining order or preliminary injunction to stop the conduct, plus damages. The actual outcome depends on the strength of the agreement, the harm the employer can prove, and the equitable considerations. Many non-compete disputes settle once both sides have a clear view of the legal exposure.
Yes. Declaratory judgment actions and pre-litigation negotiation are both available. Whether to challenge proactively versus wait depends on the circumstances. Some employees prefer to keep their head down and depart cleanly; others need certainty before accepting a new role.
Sometimes those are bundled in one document, sometimes they are separate. Non-solicit (you cannot solicit former clients or employees) and non-disclosure (you cannot use confidential information) clauses are analyzed under similar but not identical reasonableness standards. Each gets its own scrutiny.
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