Non-Compete, Non-Solicitation & Restrictive Covenants

Non-compete agreements are enforceable in Pennsylvania, but courts apply them with skepticism. A non-compete that is too broad will be reformed, or thrown out entirely. Understanding the rules gives you use whether you're the employer drafting the agreement or the employee being asked to sign one.

Pennsylvania Non-Compete Standards

To be enforceable, a non-compete must satisfy three requirements:

• Reasonable in duration: Courts rarely enforce non-competes longer than 2 years. One year is the sweet spot: anything over 2 years faces heavy scrutiny.
• Reasonable in geographic scope: Must be limited to the area where the employer actually does business. A nationwide non-compete for a company that only operates in eastern PA will likely be narrowed.
• Reasonable in scope of restricted activity: Must be limited to work that actually competes with the former employer. You can't prevent someone from working in their entire profession, only from doing the same type of work for a direct competitor.

Consideration Requirement

This is where many non-competes fail. If the non-compete is signed at the time of initial hiring, the job itself is adequate consideration. But if you're asked to sign a non-compete after you've already been employed, Pennsylvania requires new, independent consideration; continued employment alone is not sufficient. A raise, a promotion, a bonus, access to new training. Something of tangible value must be exchanged. Without it, the non-compete is unenforceable.

Non-Solicitation Agreements

Non-solicitation clauses, which prevent you from soliciting former clients or recruiting former co-workers; are analyzed under the same reasonableness framework but are generally easier to enforce because they're less restrictive than a full non-compete. Many employers should consider non-solicitation agreements as an alternative to non-competes: they protect the business's key relationships without preventing an employee from earning a living.

Trade Secrets & Confidential Information

Pennsylvania adopted the Uniform Trade Secrets Act (12 Pa.C.S. § 5301 et seq.). Trade secret misappropriation claims can be brought even without a non-compete agreement. Customer lists, pricing data, proprietary processes, and formulas can qualify as trade secrets if the employer takes reasonable steps to keep them confidential.

Healthcare Practitioners: Special Restrictions Under Act 74 of 2024

Effective January 1, 2025, the Fair Contracting for Health Care Practitioners Act (63 Pa.C.S. §§ 5201 to 5211) imposes significant new restrictions on non-compete agreements for healthcare practitioners in Pennsylvania:

• One year maximum duration. Non-compete agreements for healthcare practitioners cannot exceed one year, regardless of what the contract says.
• Void on employer termination. If the employer terminates the practitioner (as opposed to the practitioner voluntarily leaving), any non-compete becomes void and unenforceable.
• Patient notification required. When a healthcare practitioner leaves a practice, the employer must notify the practitioner's patients and allow those patients to follow the practitioner to their new practice.

These protections apply to physicians, dentists, nurses, psychologists, and other licensed healthcare providers. If you are a healthcare employer using non-competes or a practitioner subject to one, this law substantially changes the analysis.

Practical Advice

For employers: Keep your non-competes narrow and specific. A tightly drawn 1-year, geographically limited non-compete with adequate consideration is far more enforceable than an aggressive 3-year nationwide restriction. Courts have the power to "blue pencil" (narrow) an overbroad restriction, but they may also refuse to enforce it entirely.

For employees: Don't assume a non-compete is enforceable just because you signed it. If you're considering a job change and have a non-compete, get a legal opinion before resigning. The analysis is fact-specific, and many non-competes have fatal defects; particularly the consideration issue for existing employees.

Statutory content on this page was last verified against Pennsylvania statutes (12 Pa.C.S., 63 Pa.C.S.): March 2026. If you are reading this significantly after that date, confirm key provisions with current statute text or contact our office.