Business Litigation
Plain-language answers about restrictive covenants, trade secrets, departures, remedies, and Ohio deadlines.
A few important reminders
Plain-language answers
A non-compete limits certain work for a period or in a place after a relationship ends. A non-solicitation agreement limits efforts to recruit specified employees or customers. A confidentiality or NDA agreement requires a person to protect defined nonpublic information and use it only as permitted. The exact language and the business interest being protected control the analysis.
Ohio does not treat every non-compete as automatically enforceable or automatically void. Ohio’s 2021 non-compete law developments did not create a blanket ban, and Ohio courts generally continue to apply the reasonableness framework from Raimonde v. Van Vlerah. A court may consider whether the restraint protects a legitimate business interest, is no broader than necessary, creates undue hardship, or harms the public; the facts and current law should be reviewed carefully.
Courts may examine the restriction’s duration, geographic scope, restricted activities, the employee’s access to customers or confidential information, the employer’s legitimate interest, the consideration exchanged, the circumstances of departure, and the hardship imposed. A clause that reaches work or territory unrelated to the protected interest may be vulnerable, while a narrower restriction tied to a real business need may receive different treatment. Ohio courts can modify some overbroad restraints, but that is not guaranteed.
Under the Ohio Uniform Trade Secrets Act, a trade secret can include valuable information that derives independent economic value from not being generally known and is subject to reasonable efforts to maintain its secrecy. Examples may include formulas, source code, pricing, customer information, and processes. Protection can involve access controls, confidentiality agreements, training, data policies, and prompt action when misappropriation is suspected.
Preserve the employee’s agreement, access logs, devices, messages, and relevant business records; document what information and relationships the employee could access; and review the departure facts without destroying or altering evidence. The employer should avoid self-help that violates privacy or other law and should obtain advice before sending demands or seeking an injunction. The appropriate response may involve a reminder, negotiated transition, demand, or litigation.
Do not delete, copy, forward, or use company information, and do not make admissions or sign a new agreement before understanding the allegation. Preserve the agreement, communications, onboarding and departure records, and evidence of what information you actually accessed or used. Follow lawful obligations, but seek counsel promptly to assess scope, consideration, reasonableness, trade-secret status, and any requested restrictions.
A party may seek an injunction to stop threatened or continuing conduct, damages for a proven loss, and in some cases recovery of attorney fees. Under the Ohio Uniform Trade Secrets Act, a court may award damages for actual loss and unjust enrichment, exemplary damages for willful and malicious misappropriation, and attorney fees in circumstances authorized by the statute. The remedy depends on proof, urgency, the agreement, and applicable law.
Important evidence may include the signed agreement and amendments, consideration, job duties, customer and territory information, policies, access logs, downloads, devices, emails, messages, exit-interview records, and proof of the steps taken to protect information. Identify what was confidential or secret, who had access, what was taken or used, and when the conduct occurred. Preserve evidence lawfully and avoid unnecessary disclosure.
A claim based on breach of a written contract generally has a six-year Ohio limitations period under Ohio Revised Code § 2305.06, subject to accrual rules, contract deadlines, and exceptions. A trade-secret misappropriation claim under Ohio Revised Code § 1333.66 generally must be brought within four years after the misappropriation was discovered or should have been discovered with reasonable diligence. Injunction requests and threatened disclosure require immediate attention; waiting can affect practical relief and evidence.
Contact counsel before sending a demand, downloading or reviewing disputed files, soliciting customers or employees, or signing a separation document. Prompt advice can help an employer protect legitimate information or help an employee understand what restrictions are actually enforceable, while preserving evidence and evaluating Ohio deadlines. The outcome depends on the agreement, conduct, interests, and facts.
This page provides general information about Ohio non-compete, confidentiality, and trade-secret disputes; it is not legal advice and does not create an attorney-client relationship. Enforceability, injunctions, damages, fees, deadlines, and defenses depend on the agreement, relationship, information, conduct, records, and current law. No result is guaranteed.
Confidential consultations
For a confidential consultation about a non-compete, NDA, or trade-secret dispute, call 614-508-1677 or 888-343-9796. We can discuss the agreement, information at issue, departure timeline, and practical next steps.
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