My new employer is asking about my non-compete - what do I do?

Counteroffer · Answers · non-compete Source: https://trycounteroffer.com/answers/new-employer-asking-about-non-compete

Short answer: Share the non-compete with your new employer's legal team and discuss it openly. Most new employers want to evaluate the risk before clearing your start. A delivered enforceability analysis from Counteroffer ($199, 24 hours) provides the structured legal analysis their counsel will want to see. The new employer's tolerance for risk varies; some require complete clarity, others accept reasonable analysis even with some residual exposure.

Why new employers ask

New employers typically ask about non-competes because:

They want to assess whether hiring you creates legal exposure
They want to avoid tortious interference claims by the former employer
They want clarity on what you can and can't do in your new role
Some industries (where non-compete enforcement is common) require disclosure

The conversation is usually procedural, not adversarial. The new employer's counsel wants to evaluate the situation and make sure they're comfortable.

What to share

Share the actual non-compete agreement. Vague descriptions don't help anyone. Provide:

The non-compete agreement itself (and any related employment agreement containing it)
Your understanding of the duration, scope, and geographic limits
Your understanding of what you were told about enforcement
Any specific concerns the former employer has raised

If you have a delivered enforceability analysis from a contract review service or attorney, share that too. It provides structure for the new employer's counsel to evaluate.

What to discuss with the new employer

Common questions the new employer will ask:

What state did you work in for the former employer?
What state will you be working in for the new employer?
What was your role and territory for the former employer?
What will your role and territory be for the new employer?
Are you bringing any specific customer relationships?
Are you bringing any specific documents or information from the former employer?

Answer factually and consistently. The new employer is trying to assess overlap between your former and new roles. The less overlap, the lower the enforcement risk.

What the new employer might do

Possible responses from the new employer:

Clear you to start immediately. If they determine the non-compete is unenforceable in your state, or the role overlap is minimal, they may clear you without further action.

Modify the start date or role. They may delay your start until the non-compete period ends, or modify your role to reduce competitive overlap.

Require an indemnity or hold harmless. Some employers ask you to indemnify them against any enforcement costs from the former employer. Push back on broad indemnity language.

Carve out specific customers or activities. They may specify that you can't work on specific accounts or in specific territories for a defined period.

Request your former employer's release. They may ask you to obtain a release of the non-compete from your former employer before starting.

Decline to hire. In rare cases, the risk is too high and the new employer decides not to proceed.

Counteroffer's role

Counteroffer's enforceability analysis is built to be shared with new employer counsel. The format includes:

Cited authority for the state-law analysis
Specific assessment of duration, geography, and scope reasonableness
Identification of consideration issues
Federal layer analysis (FTC rule, NLRA implications)
Clear verdict per clause

This is the kind of structured legal analysis that helps new employer counsel evaluate the situation efficiently. Many of our customers use a Counteroffer report specifically because it's a clean handoff for the new employer's legal review.

What not to share

Do not bring or share:

Documents or information you took from the former employer
Trade secrets or proprietary information
Customer lists or contact information from the former employer
Internal strategy or pricing information
Specific customer relationships you developed using former employer resources

Bringing such material can create separate liability (trade secret misappropriation) regardless of non-compete enforceability.

What to do next

If your new employer is asking about a non-compete, a delivered analysis can give their counsel the structured legal evaluation they need. We deliver one in 24 hours for $199. See Non-Compete Review.

The report is built to be shared. Provide it to the new employer's HR or legal team to facilitate clearance.

Get your contract reviewed

If you want a delivered review of your specific document with cited authority and counter language, see https://trycounteroffer.com/non-compete.

Last updated: Sun May 31 2026 00:00:00 GMT+0000 (Coordinated Universal Time)

Counteroffer is a contract analysis service, not a law firm. This page is informational, not legal advice.