BNA Books’ New Drafting and Enforcing Covenants Not to Compete A Practical Step-by-Step Guide Through the Entire Drafting Process

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Arlington, Va. (December 2009)—BNA Books, a division of specialized news and information publisher BNA, announced today the publication of Drafting and Enforcing Covenants Not to Compete, a practical guide for the practicing attorney, designed to facilitate drafting noncompete contract provisions and a variety of related restrictive covenants efficiently and effectively.

Drafting and Enforcing Covenants Not to Competewas written specifically with the goal of eliminating the need for the tedious exercise of “going back to square one” by providing clear, step-by-step analysis that allows users to focus directly on the drafting process and on particular substantive choices, language options, and supporting authority for alternative approaches. Other treatises approach the subject from a perspective that is geared towards policy debate or litigation and not contract drafting.

Drafting and Enforcing Covenants Not to Compete is a perfect complement to BNA Books’ four state-by-state surveys on the subject—Covenants Not to Compete, Employee Duty of Loyalty, Tortious Interference in the Employment Context, and Trade Secrets. Rather than cover noncompete law and related legal concepts in the same exhaustively researched manner as these volumes, the authors deal with topics in a more concise, hands-on fashion, referencing the state-by-state surveys where appropriate.

The chapters are organized to follow the contract drafting process, with the sequence including:

• A general analysis of how to identify the restrictive covenants that should be employed, including discussion of protectable interests, level of employee, and the various risks attendant to different options;
• Basic issues such as choice of law, venue, contract formation, and consideration that must be analyzed and addressed before serious drafting begins;
• The progression of an ordinary contract, from opening recitations through the substantive provisions—nondisclosure, nonsolicitation, and noncompete clauses—to the closing clauses and signature;
• Innovative, useful, and sometimes controversial new approaches to contractual arrangements that can complement or act as a substitute for traditional noncompete provisions, such as “garden leave” agreements, ERISA-covered plan provisions, forfeiture provisions, stock clawbacks, nonsolicitation agreements, invention assignment holdover clauses, and severance agreements, among others;
• International contracts and the differences one can expect to face in a number of major countries.

Holding on to key employees is an increasingly important part of “minding the store” for corporate America. This makes Drafting and Enforcing Covenants Not to Competea must-have deskbook both for the practicing employment or transactional lawyer involved in drafting employment agreements or representing employees presented with them, and for the litigators involved in enforcing or challenging them, as well as for business sellers, independent contractors, and many others.