If you have signed — or been asked to sign — a non-compete or non-solicitation agreement in Ohio, you need to understand what those restrictions actually mean, whether they are enforceable, and what your options are if you want to challenge them. Ohio law on restrictive covenants is driven almost entirely by case law, and the standards courts apply are nuanced, fact-specific, and actively evolving. This guide explains the legal framework as it stands in 2025, what courts look for, and the significant legislative and regulatory developments that could reshape this area in the near future.

What Are Restrictive Covenants?

Restrictive covenants are contractual provisions that limit what an employee or former employee can do after leaving a job. In Ohio, the most common types are:

•       Non-compete agreements – Restrict a former employee from working for a competitor or starting a competing business within a defined geographic area and for a specified period of time.

•       Non-solicitation of customers – Prohibit a former employee from soliciting or doing business with the employer’s clients or customers after departure.

•       Non-solicitation of employees – Prevent a former employee from recruiting or hiring away their former colleagues.

•       Non-disclosure / confidentiality agreements – Protect the employer’s trade secrets, proprietary information, and confidential business data.

While these agreements are related, Ohio courts treat them somewhat differently. Non-compete agreements typically face the highest scrutiny because they most directly restrict an employee’s ability to earn a living. Non-solicitation clauses and confidentiality agreements, while still subject to a reasonableness analysis, are generally viewed as less burdensome and are more readily enforced.

The Foundation of Ohio Non-Compete Law: Raimonde v. Van Vlerah

Unlike many states, Ohio has no statute that specifically governs non-compete agreements. There are no relevant sections of the Ohio Revised Code that set maximum durations, geographic limits, or mandatory disclosures for employment-based restrictive covenants. Instead, Ohio non-compete law is built almost entirely on a single pivotal Supreme Court decision: Raimonde v. Van Vlerah, 42 Ohio St.2d 21, 325 N.E.2d 544 (1975).

The facts of Raimonde were straightforward. Two veterinarians in a small Ohio town entered into an employment contract containing a clause restricting the employee from practicing veterinary medicine within 30 miles of the employer’s office for three years after termination. When the employee left and set up a competing practice nearby, the employer sued. The Court of Appeals refused to enforce the agreement as an unreasonable restraint of trade. The Ohio Supreme Court reversed, and in doing so, established the legal framework that still governs Ohio non-compete law today.

The Reasonableness Standard

In Raimonde, the Ohio Supreme Court rejected the old ‘blue pencil’ test — which had allowed courts only to strike out offending provisions, not rewrite them — and replaced it with a broader rule of reasonableness. The Court held:

This three-part test — protection of legitimate business interest, no undue hardship on the employee, and no injury to the public — remains the operative standard that Ohio courts apply in every non-compete case today.

Factors Courts Evaluate Under the Reasonableness Test

When assessing whether a non-compete agreement is reasonable, Ohio courts look at all relevant circumstances. The Raimonde decision itself identified a non-exhaustive list of factors that remains influential today:

•       Whether there are reasonable limitations as to time and geographic scope

•       Whether the employee was the employer’s sole or primary contact with customers

•       Whether the employee had access to confidential information or trade secrets

•       Whether the covenant seeks to prevent genuinely unfair competition, or merely ordinary competition

•       Whether enforcement would stifle skills and experience inherent to the employee’s profession

•       Whether the benefit to the employer is disproportionate to the burden on the employee

•       Whether the covenant would prevent the employee from pursuing their sole means of livelihood

•       Whether the employee had any bargaining power or received special consideration for signing

No single factor is determinative. Ohio courts examine the totality of the circumstances in every case, which is why two agreements with the same time and geographic terms can reach different results depending on the industry, the employee’s role, and the nature of the employer’s interests.

Duration: How Long Is Too Long?

Ohio courts do not impose a hard statutory cap on the duration of a non-compete agreement, but they evaluate time restrictions carefully as part of the reasonableness inquiry.

As a general principle, courts have been more willing to enforce restrictions of one year or less, while agreements of two years or more face increasing scrutiny. Duration is not evaluated in isolation — it is weighed against the nature of the employee’s role, the type of confidential information involved, and the speed at which the relevant market or customer relationships evolve.

For example, in AK Steel Corp. v. Howell, an Ohio appellate court upheld a one-year non-compete for a senior executive who had access to margin, pricing, and negotiation strategies, reasoning that after one year, the confidential information would lose its competitive value. By contrast, a two-year restriction applied to a salesperson with a defined regional territory was struck down in the 2024 decision Kross Acquisition Co. v. Kief as overbroad in both duration and scope.

Geographic Scope: What Areas Can Be Restricted?

Geographic restrictions in Ohio non-competes must be tied to the legitimate business interests of the employer. Courts look at whether the restricted area corresponds to the territory where the employee actually worked, where the employer conducts business, or where the employer’s customer relationships exist.

An agreement that restricts an employee from competing anywhere in Ohio — or across multiple states — will face heightened scrutiny if the employee’s actual work was confined to a smaller region. In Kross Acquisition Co. v. Kief (2024), the Ohio First District Court of Appeals invalidated a two-year statewide Ohio and Kentucky restriction where the former salesperson’s service area covered only part of southwestern Ohio and a portion of Kentucky. The court found the geographic breadth significantly exceeded what was necessary to protect the employer’s legitimate interests.

How Geographic Distance Is Measured

When a non-compete agreement restricts an employee from working within a certain radius of a location, Ohio courts measure that distance using the straight-line (“as the crow flies”) method, not driving distance. This is an important technical detail that can affect whether a restriction applies to a particular employer or location. Courts in Ohio’s 8th, 10th, and 12th Districts have consistently applied this rule.

Customer-Based vs. Geographic Restrictions

Some non-compete and non-solicitation agreements limit restrictions not by geography but by reference to specific customers or accounts. Rather than barring the employee from working in a certain area, the agreement prohibits them from doing business with any client they served or had contact with during their employment.

Ohio courts have generally found these customer-based restrictions to be a reasonable alternative to geographic restrictions, particularly where the employer’s business relationships are national or concentrated in a specific client list rather than a defined region. However, if a customer list restriction is drafted so broadly that it effectively prevents the employee from working in their field at all, courts may still find it unreasonable.

The Court’s Power to Modify: Blue Penciling and Its Limits

One of the most consequential aspects of Ohio non-compete law is the court’s power to modify an overly broad agreement rather than simply voiding it. This practice is sometimes called ‘blue penciling,’ though Ohio’s approach is actually more expansive than traditional blue penciling.

Under the Raimonde framework, Ohio courts are empowered to rewrite a non-compete agreement — narrowing the duration, trimming the geographic scope, or limiting the restricted activities — to bring it into compliance with the reasonableness standard. This approach was designed to prevent employers from being penalized for drafting overprotective agreements in good faith, and to ensure that the underlying intent of the parties is honored.

For many years, Ohio employers relied on this modification power as a safety net. If an agreement was challenged, courts would typically narrow it rather than void it entirely. However, recent Ohio appellate decisions have signaled a shift in this practice.

This trend — reflected in decisions from Ohio’s 8th (Cuyahoga County), 10th (Franklin County), and 11th (Ashtabula/Geauga/Lake/Portage/Trumbull) Districts — means that Ohio employers can no longer assume an overbroad agreement will be saved by judicial modification. Courts are increasingly willing to invalidate non-competes entirely when the drafting is substantially unreasonable or when the employer’s own witnesses undermine the scope of the restriction.

Consideration: What Makes a Non-Compete Binding?

Like any contract, a non-compete agreement must be supported by valid legal consideration to be enforceable. What constitutes adequate consideration in Ohio depends primarily on when the agreement is signed.

Agreements Signed at the Start of Employment

When a prospective employee is asked to sign a non-compete as a condition of an offer of employment, Ohio courts have consistently held that the employment itself constitutes sufficient consideration. There is no requirement that the employer provide additional compensation, a signing bonus, or any other benefit beyond the job offer itself.

Agreements Signed During Ongoing Employment

The consideration question becomes more complicated when an employer asks a current employee to sign a new or updated restrictive covenant. Ohio courts have held that continued employment — the employer’s promise not to terminate the employee — can constitute adequate consideration for a mid-employment non-compete. However, this is not universal, and some courts scrutinize such agreements more closely, particularly when the employee had no real bargaining power and the covenant was presented on a take-it-or-leave-it basis.

To reduce risk, employers should consider providing additional consideration for mid-employment agreements, such as a raise, a bonus, a promotion, or access to specialized training or confidential information.

Non-Solicitation Agreements in Ohio

Non-solicitation agreements — which restrict a former employee from soliciting the employer’s customers, clients, or other employees — are subject to the same reasonableness standard as non-compete agreements under Ohio law. However, they are generally viewed more favorably by Ohio courts because they impose a narrower restriction on the employee’s ability to work.

Non-Solicitation of Customers

A customer non-solicitation clause prohibits a former employee from actively seeking business from the employer’s existing clients or customers. Ohio courts are more willing to enforce these provisions than broad non-competes because they do not prevent the employee from working in their industry — they only restrict soliciting a defined set of customers.

To be enforceable, a customer non-solicitation clause should:

•       Be limited to customers or clients that the employee actually had contact with, serviced, or developed a relationship with during employment

•       Not be so broad as to encompass all customers in an industry or all potential clients the employee might encounter

•       Contain a reasonable time limitation

•       Correspond to a legitimate business interest, such as protection of customer goodwill or confidential client information

Ohio courts are likely to scrutinize non-solicitation agreements that are drafted so broadly that they function as de facto non-competes. For example, if the employer’s customer list encompasses the entire relevant market for the employee’s skills, a non-solicitation clause may effectively be a prohibition on practicing their profession at all.

Non-Solicitation of Employees

Non-recruitment or anti-raiding clauses prohibit a former employee from soliciting their former colleagues to leave the employer. Ohio courts apply the same reasonableness standard to these provisions. They tend to be enforceable when they are time-limited and focused on active solicitation, rather than prohibiting a former employee from simply working alongside former colleagues who independently chose to change jobs.

Confidentiality and Trade Secret Protections

Non-disclosure agreements (NDAs) and confidentiality clauses are the foundation of most employment-based restrictive covenant packages. Unlike non-compete agreements, confidentiality agreements do not restrict where or for whom an employee may work; they restrict only what information the employee may use or disclose.

As a result, Ohio courts treat confidentiality agreements as presumptively enforceable. If the information protected is genuinely confidential — customer lists with non-public pricing or preference data, proprietary processes, formulas, internal financial projections, or business strategies — Ohio courts will enforce restrictions on its disclosure without requiring the same level of reasonableness analysis applied to non-competes.

Ohio has also adopted the Defend Trade Secrets Act (DTSA) framework at the federal level and has its own Ohio Trade Secrets Act (Ohio Rev. Code § 1333.61 et seq.), which provides additional remedies for misappropriation of trade secrets. Employers who suspect that a former employee has taken or misused confidential business information may have claims under both state and federal law, independent of whether a non-compete agreement is enforceable.

Non-Competes in Sale-of-Business Transactions

Ohio law treats restrictive covenants in the context of a business sale differently from employment-based agreements. When a business owner sells their company and agrees not to compete with the buyer, Ohio courts apply a more permissive standard of review. The policy rationale is that the seller receives substantial consideration for the sale and has the bargaining power to negotiate the terms, unlike an ordinary employee.

Accordingly, non-compete agreements ancillary to a sale of business are generally enforceable if the duration and scope are reasonable given the nature and goodwill of the business sold. Courts are less likely to modify or void these agreements than they are employment-based non-competes.

What Happens When a Non-Compete Is Violated?

When an employer believes a former employee has violated a non-compete agreement, the employer’s primary remedies are:

Injunctive Relief

The most common and immediate remedy is a request for injunctive relief — a court order requiring the former employee to stop the prohibited conduct. An employer may seek a temporary restraining order (TRO) to immediately halt the alleged violation, followed by a preliminary injunction pending a full trial on the merits.

To obtain a preliminary injunction, the employer must demonstrate: (1) a likelihood of success on the merits; (2) that it would suffer irreparable harm without the injunction; (3) that the potential harm to the employer outweighs the harm to the employee; and (4) that the public interest would not be harmed. Ohio courts have recognized that breach of a legitimate non-compete can constitute irreparable harm, but they will examine each case on its facts.

A critical timing lesson from the Eldridge v. Marcum Wealth (2024) case in Cuyahoga County is that employers who delay in seeking injunctive relief can undermine their own claims. In that case, the employer waited more than a year before seeking judicial relief, which weakened the argument that the violation was causing ongoing irreparable harm.

Damages

In addition to injunctive relief, an employer may seek monetary damages for breach of the non-compete agreement, including lost profits, lost customer revenue, and other economic harms that can be traced to the violation. Proving damages in non-compete cases can be challenging, as it typically requires demonstrating a direct causal link between the employee’s breach and specific financial harm.

Defenses Available to Employees

Employees facing enforcement of a non-compete in Ohio have several potential defenses:

•       The agreement is unreasonable in duration, geographic scope, or restricted activities, such that it exceeds what is necessary to protect legitimate business interests

•       The employer breached its own obligations under the employment agreement, releasing the employee from the covenant (as illustrated in Eldridge v. Marcum Wealth, 2024)

•       The agreement lacks adequate consideration, particularly if it was signed mid-employment without any new benefit

•       The employee was not actually in a position to harm the employer’s legitimate interests — for example, the employee had no meaningful customer relationships or access to confidential information

•       The agreement is so broadly drafted that no reasonable modification can cure it, and it should be voided entirely

The FTC Non-Compete Rule: What Happened and What It Means for Ohio

In April 2024, the Federal Trade Commission issued a sweeping final rule that would have banned virtually all post-employment non-compete agreements for workers across the country. The rule was projected to affect approximately 30 million American workers. Its effective date was set for September 4, 2024.

The rule never went into effect. In August 2024, United States District Judge Ada Brown in the Northern District of Texas vacated the FTC’s Non-Compete Rule nationwide, finding that the FTC lacked statutory authority to promulgate the rule and that it was arbitrary and capricious. The FTC initially appealed the decision, but as of September 2025, the FTC formally withdrew its appeal under the new administration, effectively abandoning the nationwide ban.

Ohio Senate Bill 11: A Potential State-Level Ban

While the federal non-compete ban failed, Ohio itself is actively considering major changes to its own law. On February 5, 2025, Ohio state Senators Louis W. Blessing (R) and William P. DeMora (D) introduced Senate Bill 11 (SB 11), which would, if enacted, prohibit Ohio employers from entering into or enforcing non-compete agreements with workers.

Key Provisions of Ohio Senate Bill 11

SB 11 would:

•       Prohibit employers from entering into or enforcing a non-compete agreement with any ‘worker,’ defined broadly to include employees, independent contractors, externs, interns, volunteers, apprentices, and sole proprietors

•       Prohibit agreements that restrict a worker from working for another employer for a specified period or within a specified geographic area after leaving

•       Prohibit liquidated damages, lost profits, or fee clauses imposed on workers who terminate the employment relationship

•       Nullify venue or forum selection clauses that require non-compete disputes to be litigated outside Ohio (with a narrow exception for employees who negotiate their own venue clause with the assistance of counsel)

Critically, SB 11 as introduced does not clearly address customer non-solicitation covenants. Legal commentators have noted that it is unclear whether traditional customer non-solicitation clauses would be viewed by courts as restricting employee mobility in a way that falls within the bill’s prohibitions. This ambiguity, if SB 11 passes, could itself generate substantial litigation.

As of early 2026, SB 11 has not been enacted. Ohio employers and employees should monitor its progress carefully. If it passes, the changes would be substantial: Ohio would join the small but growing number of states that have moved to ban or severely curtail the use of non-compete agreements at the legislative level.

Practical Guidance: What Ohio Employers Should Know

Draft Carefully and Specifically

Given the growing trend among Ohio appellate courts to invalidate rather than modify overbroad agreements, employers should no longer rely on the assumption that judicial modification will save a poorly drafted non-compete. Agreements should be narrowly tailored from the outset — covering only the duration, geographic area, and activities genuinely necessary to protect the employer’s legitimate interests.

Identify the Legitimate Business Interest

Every non-compete should be tied to a specific, articulable business interest: customer relationships, trade secrets, specialized training, or access to proprietary information. Courts are far more likely to enforce agreements that have a clear nexus between the restriction and the business interest being protected.

Consider Non-Solicitation and Confidentiality Agreements as Primary Tools

Because non-solicitation and confidentiality agreements face a lower burden for enforcement, employers should consider whether a narrower non-solicitation clause combined with a robust NDA might adequately protect their interests without the enforceability risks of a broad non-compete.

Provide Adequate Consideration

For mid-employment agreements, provide meaningful consideration beyond continued employment — a raise, promotion, bonus, or access to specialized resources. This strengthens the enforceability of the agreement and reduces the risk of a consideration-based challenge.

Act Promptly When a Violation Occurs

If a former employee is violating a non-compete, seek legal counsel immediately. Delay weakens injunctive relief arguments and can signal that the alleged harm is not truly irreparable. Time is critical.

Practical Guidance: What Ohio Employees Should Know

Read Your Agreement Before You Sign

Before signing a non-compete, non-solicitation agreement, or comprehensive restrictive covenant package, understand exactly what you are agreeing to. Ask questions, negotiate if possible, and consider consulting an employment attorney. What seems like standard boilerplate can have significant consequences for your career.

Get Legal Advice Before You Leave

If you are planning to change jobs and you have a non-compete, speak with an employment attorney before you resign. An attorney can evaluate whether your agreement is likely to be enforced as written, identify potential challenges, and help you plan your transition in a way that minimizes legal risk.

Understand That Enforcement Is Possible

Despite the common belief that non-compete agreements are unenforceable, Ohio courts do enforce them when they are reasonably drafted and tied to legitimate business interests. Violating a non-compete can result in injunctive relief that forces you to leave a new job, as well as exposure to monetary damages.

Know Your Defenses

If you are threatened with enforcement of a non-compete you believe is unreasonable, you have options. An experienced employment attorney can evaluate whether the agreement is overbroad, whether adequate consideration was provided, whether the employer breached its own obligations, and whether the court is likely to modify or void the agreement rather than enforce it as written.

Frequently Asked Questions About Ohio Non-Competes

Is my Ohio non-compete enforceable if I was laid off or fired without cause?

Ohio courts have generally held that non-compete agreements remain enforceable even when employment is terminated by the employer, unless the agreement itself contains a provision tying enforceability to the reason for termination. Some courts have found that enforcement in such circumstances may weigh toward the employee in the reasonableness analysis, but involuntary termination is not by itself a defense to enforcement.

Can my employer enforce a non-compete if they violated the employment agreement first?

Yes, under certain circumstances, an employer’s breach of its own contractual obligations can excuse the employee from performance of the restrictive covenant. The 2024 Ohio case Eldridge v. Marcum Wealth illustrates this: a Cuyahoga County court refused to enforce a non-solicitation clause where the employer had failed to provide the employee with information required under the operating agreement.

Does Ohio require employers to tell employees about FTC rules on non-competes?

No. The FTC’s Non-Compete Rule, which would have required employers to notify workers that existing non-competes were unenforceable, was vacated by a federal court in 2024 and never went into effect. There is no current federal or Ohio law requiring such notice.

Can an independent contractor be subject to a non-compete in Ohio?

Yes, but courts apply heightened scrutiny because independent contractors often need to work for multiple clients in the same industry to earn a living. An overbroad non-compete imposed on an independent contractor is more likely to be found unreasonable than one imposed on a full-time employee in a specialized role.

What is the longest enforceable non-compete in Ohio?

Ohio has no statutory maximum. Courts have enforced agreements of one and two years in appropriate circumstances, and have declined to enforce even shorter agreements when other factors made them unreasonable. The duration must be viewed in context — a six-month restriction for a senior executive with access to highly sensitive trade secrets may be reasonable; a two-year restriction for a customer service representative may not be.

Why Mansell Law for Ohio Restrictive Covenant Issues

Mansell Law is a Columbus, Ohio employment law firm focused exclusively on representing employees and employers in the full range of employment law matters, including non-compete and non-solicitation agreement disputes. Our attorneys have deep experience advising on the enforceability of restrictive covenants, representing employees facing enforcement actions, negotiating the terms of agreements before they are signed, and litigating non-compete disputes in Ohio courts.

Whether you are an employee who has been threatened with a lawsuit over a non-compete, an employer seeking to protect your business from unfair competition, or a party who needs an agreement reviewed before a job change or business transaction, Mansell Law can help.

Contact Mansell Law today to speak with an Ohio employment attorney about your restrictive covenant question.

DISCLAIMER: This article is intended for general informational purposes only and does not constitute legal advice. Ohio non-compete and restrictive covenant law is fact-specific and continuously evolving. Reading this guide does not create an attorney-client relationship. If you have a specific legal question about a non-compete or restrictive covenant, please contact a qualified Ohio employment attorney.