Luman Group Resource
The “Non” Download
Non-Compete, NDA, and Non-Disparagement — plain-English guidance on when to use each restrictive covenant, what quietly backfires, and which document may actually fit the situation in front of you.
Overview
Most employers start with the wrong document
In many situations, the right answer is not a non-compete. The real issue is usually confidential information, customer relationships, internal team movement, or separation-related communication risk.
This guide helps you tell those risks apart, understand which covenant matches each one, and avoid reaching for a restriction that’s broader than the situation actually justifies — the mistake that gets agreements struck down and makes you look punitive.
Core distinctions
What each restrictive covenant is actually for
Non-Compete
Restricts post-employment competitive work.
- Use sparingly.
- Best for true competitive-risk roles.
- Most likely to trigger enforceability concerns — and banned outright in several states.
NDA / Confidentiality
Protects confidential information and proprietary materials.
- Usually the first and most defensible tool.
- Targets misuse of information, not employment mobility.
- Works best with clear definitions and carve-outs.
Non-Disparagement
Addresses harmful statements, often in separation contexts.
- Best used carefully and narrowly.
- Not a substitute for confidentiality or performance management.
- Needs careful protected-rights carve-outs.
Scenario logic
If this is the risk, then consider this first
If the concern is confidential information
Consider an NDA or confidentiality agreement before anything broader.
If the concern is client poaching or team raiding
Consider relationship-protection (non-solicit) language, often with confidentiality support.
If the concern is reputational damage after separation
Consider carefully drafted non-disparagement language with the required carve-outs.
If the concern is true post-employment competition by a high-risk employee
Consider whether a narrowly tailored non-compete is justified at all — and whether your state even permits one.
Backfire points
What gets overused, overbroad, or ignored
Common drafting mistakes
- Using non-competes for ordinary employees.
- Calling everything “confidential.”
- Broad language with no role-specific rationale.
- Reputation clauses that chill protected activity.
Why they backfire
- They can be harder to enforce.
- They can make the employer look punitive.
- They can undermine credibility in a dispute.
- They often solve the wrong problem.
Interactive next step
Apply the framework to your situation
Use the guided “if, then, consider” logic to identify whether your situation points toward a non-compete, NDA, non-disparagement clause, or a narrower alternative.
The recommendation is free. If you want the finished tailored document, you can purchase it at the end for a flat fee.
Free recommendation. Optional tailored document at the end.
Paid output
What the finished document includes
Tailored template
A document assembled around your answers and scenario type.
Editable format
Delivered so you can review, adjust, and implement it.
Use notes
Short guidance on what the document is for, where it fits, and what to review before use.
FAQ
Questions before you start
Does every employee need a non-compete?
No. Many roles are better served by narrower tools — and several states restrict or ban non-competes entirely.
Can the tool tell me if I need an NDA instead?
Yes. The whole point of the decision flow is to match the covenant to the real risk.
Do I have to pay to see the recommendation?
No. The recommendation is free. The tailored finished document is the paid step.
Start here
Don’t start with the most restrictive document. Start with the right one.
Learn the framework, run the scenario, and generate the document only if the situation actually supports it.
Start the If/Then Guide