Florida Statute 542.335: Non-Compete Requirements and Enforcement

Florida Statute 542.335 governs when a non-compete agreement can be enforced in Florida, and it leans in the employer’s favor. If the agreement is in writing, protects a recognized business interest, and stays within reasonable limits on time and geography, a court will enforce it. If parts of it reach too far, the court is required to narrow those parts rather than void the whole agreement. Understanding the statute matters whether you’re about to sign, trying to enforce, or hoping to get out from under a restriction already in place.

The Two Threshold Requirements

A non-compete is unenforceable in Florida unless two basic conditions are met.¹ First, the agreement must be in writing and signed by the person to be restricted. Oral promises not to compete carry no weight under the statute, no matter how explicit.

Second, there has to be valid consideration. If you sign as a condition of taking a new job, the job itself is enough. If your employer hands you a non-compete after you’ve already been working there for years, Florida courts have consistently held that continued employment is adequate consideration. No separate raise or bonus is required to make a mid-employment non-compete binding.

Legitimate Business Interest

No non-compete survives in Florida unless the employer proves it protects at least one legitimate business interest. A restriction that just prevents ordinary competition, without connecting to a specific protectable interest, is void.¹

The statute lists five recognized categories, though it doesn’t limit courts to these five:

Trade secrets, as defined under Florida’s Uniform Trade Secrets Act.
Valuable confidential business information that doesn’t quite meet the trade-secret standard.
Substantial relationships with specific existing or prospective customers, patients, or clients.
Customer or client goodwill tied to a trade name, brand, geographic location, or marketing area.
Extraordinary or specialized training the employer provided.

In practice, most enforcement actions hang on one or more of these. If your former employer can’t identify which of these interests it’s protecting, and tie the restriction back to it, the agreement is vulnerable.

How Long Is Reasonable

The statute sets rebuttable presumptions about duration, and the numbers depend on what kind of relationship the agreement covers. All of the following apply to post-term restrictions that aren’t based on trade-secret protection.

Employees, Agents, and Independent Contractors

For a former employee, agent, or independent contractor whose non-compete isn’t tied to the sale of a business, six months or less is presumed reasonable and anything over two years is presumed unreasonable.¹ Most employment non-competes land between one and two years. Anything in that middle zone gets no presumption and is judged on the facts.

Distributors, Dealers, Franchisees, and Licensees

For a former distributor, dealer, franchisee, or licensee of a trademark or service mark, one year or less is presumed reasonable and more than three years is presumed unreasonable.²

Sale of a Business

Non-competes signed as part of selling business assets, shares, partnership interests, or other equity get the widest window. Three years or less is presumed reasonable; only over seven years is presumed unreasonable.² The reasoning: a buyer paying real money for a business has a stronger claim to keep the seller from immediately reopening across the street.

Because these are presumptions, both sides can rebut them. An employer can try to justify a longer restriction; a restricted party can argue that even a short one is unreasonable in context.

Geographic Area and Activity

Duration is only one piece. The geographic scope and the specific activities restricted also have to be reasonable in relation to the interest being protected. A statewide restriction will struggle to hold up for a salesperson who worked one county, but it might be justified for a regional manager whose accounts spanned Florida.

The activity restrictions have to line up with the work you actually did. If you handled only commercial clients, an employer will have a hard time blocking you from residential work in the same field. Courts look at whether the restriction matches the real competitive threat, not whether the employer would prefer the widest net possible.

Burden of Proof and the Blue-Pencil Rule

The employer goes first. It must show the restriction is reasonably necessary to protect a legitimate business interest.¹ With a well-drafted agreement tied clearly to trade secrets or customer relationships, that bar is not especially high.

Once the employer clears it, the burden shifts to you to prove the restriction is overbroad, lasts too long, or is otherwise more restrictive than necessary.¹ Inconvenience is not the standard. You have to show the restriction exceeds what the business legitimately needs.

Even winning that argument doesn’t kill the agreement. Florida’s blue-pencil rule requires courts to narrow an overbroad restriction rather than strike it down.¹ Too long? The court trims the term. Too wide? The court shrinks the map. The statute directs modification, not invalidation, which makes walking away from a non-compete outright very hard once a protectable interest exists.

What the Court Cannot Consider

This is the provision that surprises most people. When deciding whether to enforce a non-compete, a Florida court is prohibited from considering any individualized economic or other hardship the restriction would impose on you.²

It doesn’t matter that the restriction shuts you out of the only field you know, or that you have a mortgage and children to support. Those facts are legally irrelevant. In most other contract disputes, a judge can weigh the equities. Section 542.335 removes that discretion. The analysis stays on the employer’s protectable interest and the reasonableness of the restriction, and stops there. If you’re being asked to sign a non-compete, that is the single strongest reason to negotiate the terms down before you sign. A court will not rescue you later.

What Happens If You Breach

When a court finds a valid non-compete has been breached, two forms of relief are on the table.

Injunctions

The main remedy is an injunction ordering you to stop the competing activity. The statute presumes irreparable injury whenever an enforceable non-compete is violated, which sharply lowers the bar for the employer.² Ordinarily, a party seeking an injunction has to show that money damages can’t fix the harm. Here, the presumption does that work for the employer.

One constraint: the employer has to post a bond before a temporary injunction issues, and any contract provision that waives or caps the bond is unenforceable.² The judge sets the amount, and it exists to protect you if the injunction turns out to have been wrongly granted.

Damages and Attorney’s Fees

The employer can also pursue monetary damages, such as lost profits or diverted business. Some agreements include liquidated damages clauses that pre-set a dollar figure; courts generally enforce them only when the amount reasonably estimates actual harm and doesn’t function as a penalty.

On fees, the statute lets a court award attorney’s fees and costs to whichever side wins, even if the agreement says nothing about fee-shifting.² The statute says “may,” so it’s discretionary rather than automatic. Contract language that tries to limit that authority is void. The upshot: both sides carry real financial risk in non-compete litigation, which tends to push cases toward settlement.

The CHOICE Act Sits On Top

In July 2025, Florida enacted the Contracts Honoring Opportunity, Investment, Confidentiality and Economic Growth (CHOICE) Act. It doesn’t replace Section 542.335. It creates a separate track for “covered” non-compete and garden-leave agreements, layered on top of the existing statute.

For a non-compete to qualify as covered, the employer must tell the employee in writing that they have the right to consult an attorney before signing. Prospective employees have to receive the proposed agreement at least seven days before the offer expires, and current employees get the same seven-day window before the signing deadline. The employee also has to acknowledge in writing that they received confidential information or customer relationships.

When those requirements are met, the CHOICE Act creates a presumption of enforceability and directs courts to grant preliminary injunctions on the employer’s application. Courts must also presume the employee had access to confidential information if the employee acknowledged that access in writing. For agreements that clear its procedural bar, the CHOICE Act strengthens the employer’s position considerably, which makes what your non-compete actually says even more important to negotiate before you sign.

Federal Rules Aren’t Coming to the Rescue

The Federal Trade Commission tried to ban most non-competes nationwide in 2024. That rule never took effect, and the FTC formally removed it from the Code of Federal Regulations in February 2026.³ The agency has moved to a case-by-case approach under Section 5 of the FTC Act, focused on individual agreements it considers unfair. For non-competes in Florida, Section 542.335 and the CHOICE Act are the law that matters.

1
Florida Senate. Florida Code 542.335 – Valid Restraints of Trade or Commerce
2
The Florida Legislature. Florida Code 542.335 – Valid Restraints of Trade or Commerce
3
ACA International. FTC Officially Removes Noncompete Rule from Federal Regulations