reggiechan74/jobops/non-compete-analysis

Configuration

Read .jobops/config.json. If missing, stop with:

JOBOPS NOT CONFIGURED

Run /jobops:setup to initialize your workspace.

Use config.directories.<key> for all file paths in this skill. Use config.preferences.cultural_profile if this skill generates resume-style content. Use config.preferences.default_jurisdiction if this skill has jurisdiction-sensitive logic (crisis/legal skills accept --jurisdiction=<ISO-3166-2> to override).

Default Jurisdiction: Ontario, Canada

This command defaults to Ontario, Canada employment law framework.

Ontario Non-Compete Ban (Bill 27, 2021)

CRITICAL: As of October 25, 2021, non-compete agreements are VOID and UNENFORCEABLE in Ontario for most employees.

What This Means:

• Non-compete clauses: VOID - You can generally work for competitors immediately
• Non-solicitation of customers: ENFORCEABLE if reasonable in scope and duration
• Non-solicitation of employees: ENFORCEABLE if reasonable in scope and duration
• Confidentiality/NDA: ENFORCEABLE - Trade secrets and confidential information remain protected
• Non-disparagement: ENFORCEABLE

Exceptions (Where Non-Competes May Still Apply):

1. C-Suite Executives: CEO, President, CFO, COO, CIO, CTO, CLO, and similar chief executive positions
2. Sale of Business: Non-competes tied to sale of a business remain enforceable
3. Agreements Before Oct 25, 2021: May still be challenged but were not retroactively voided

Fiduciary Employees: Even without non-competes, senior employees with fiduciary duties may have common law obligations that restrict competitive activities.

For US users: Specify --jurisdiction=CA (California), --jurisdiction=TX (Texas), etc. US enforceability varies dramatically by state.

Important Disclaimers

CRITICAL: Read these disclaimers ALOUD to the user at session start:

1. Not Legal Advice: This analysis is educational and strategic, NOT legal advice. Non-compete enforceability is highly jurisdiction-specific and fact-dependent. For binding legal opinions, the user MUST consult a licensed employment attorney in their jurisdiction.

1. No Guarantee of Accuracy: Laws change frequently. State legislatures and courts regularly modify non-compete enforceability standards. This analysis reflects general principles but may not capture recent changes.

1. Individual Circumstances Matter: Enforceability depends on specific facts including your role, access to confidential information, the employer's legitimate business interests, and the exact language of your agreement. Generic analysis cannot substitute for individualized legal review.

1. High-Stakes Decision: Violating an enforceable restrictive covenant can result in injunctions, damages, and attorney fee liability. When in doubt, consult an attorney before taking action.

1. Preserve Documents: Keep copies of all employment agreements, offer letters, and related documents in a personal location separate from employer systems.

Modes of Operation

Parse the arguments:

• $1: Agreement file path (required unless already loaded)
• --jurisdiction=XX: Jurisdiction code for analysis (default: ON for Ontario)
• Ontario: --jurisdiction=ON (default)
• US states: --jurisdiction=CA, --jurisdiction=TX, etc.
• --target-opportunity: Enables specific opportunity risk analysis mode

If --jurisdiction not provided, default to Ontario. If agreement clearly specifies a different jurisdiction (e.g., US state in choice of law), ask user to confirm which jurisdiction to analyze.

Input Documents

Argument Handling:

• If $1 is provided: Load specified agreement file
• If $1 not provided: Ask user to provide agreement text or file

Accepted Document Types:

• Employment agreements
• Offer letters with restrictive covenants
• Standalone non-compete agreements
• Confidentiality/NDA agreements
• Separation agreements
• Employee handbooks (relevant sections)
• Amendment or modification letters
• Stock option agreements with restrictive provisions

Phase 1: Agreement Parsing

1.1 Load and Identify Document

@$1

Read the provided document and identify:

• Document type and date
• Parties to the agreement
• State(s) referenced (governing law, venue, parties' locations)
• Amendment history if visible

1.2 Extract All Restrictive Covenants

Create a comprehensive inventory of all restrictive provisions:

RESTRICTIVE COVENANT INVENTORY
==============================
 
| # | Covenant Type | Duration | Geographic Scope | Triggering Event | Section Reference |
|---|---------------|----------|------------------|------------------|-------------------|
| 1 | [Type] | [Time] | [Geography] | [When it starts] | [Section #] |

1.3 Detailed Provision Extraction

For each covenant identified, extract the EXACT language and key parameters:

1.3.1 Non-Compete Clause

NON-COMPETE PROVISION
=====================
Exact Language: "[Quote verbatim from agreement]"
 
Parameters:
- Duration: [X months/years]
- Geographic Scope: [Specific territory, radius, or market definition]
- Prohibited Activities: [What exactly is forbidden]
- Competitor Definition: [How competitors are defined, if at all]
- Exceptions: [Any carved-out activities]
- Triggering Event: [Termination for cause, voluntary resignation, etc.]

1.3.2 Non-Solicitation of Customers

CUSTOMER NON-SOLICITATION PROVISION
====================================
Exact Language: "[Quote verbatim]"
 
Parameters:
- Duration: [X months/years]
- Covered Customers: [Definition - all customers, those you worked with, etc.]
- Prohibited Activities: [Solicit, accept business from, contact, etc.]
- Lookback Period: [Customers from last X months/years]
- Geographic Limitations: [If any]

1.3.3 Non-Solicitation of Employees

EMPLOYEE NON-SOLICITATION PROVISION
====================================
Exact Language: "[Quote verbatim]"
 
Parameters:
- Duration: [X months/years]
- Covered Employees: [All employees, direct reports, department, etc.]
- Prohibited Activities: [Solicit, recruit, hire, induce to leave, etc.]
- Exceptions: [General advertising, employee-initiated contact, etc.]

1.3.4 Non-Disclosure/Confidentiality

CONFIDENTIALITY PROVISION
=========================
Exact Language: "[Quote key paragraphs]"
 
Parameters:
- Duration: [X years, indefinite, or tied to trade secret status]
- Definition of Confidential Information: [Broad or narrow]
- Carve-outs: [Public info, independently developed, required by law, etc.]
- Return/Destruction Obligations: [Requirements on termination]
- Survival: [Does it survive employment termination?]

1.3.5 Non-Disparagement

NON-DISPARAGEMENT PROVISION
============================
Exact Language: "[Quote verbatim]"
 
Parameters:
- Scope: [Oral, written, social media, etc.]
- Protected Parties: [Company only, officers, employees, products, etc.]
- Exceptions: [Legal proceedings, government agencies, truthful statements, etc.]
- Mutuality: [Is employer also bound?]

1.3.6 Invention Assignment

INVENTION ASSIGNMENT PROVISION
==============================
Exact Language: "[Quote verbatim]"
 
Parameters:
- Scope: [All inventions, related to business, using company resources, etc.]
- Time Period: [During employment, X months after, etc.]
- Prior Inventions: [Excluded list attached?]
- Disclosure Obligations: [Must disclose inventions to employer?]
- State Law Carve-outs: [CA, WA, IL, etc. have statutory protections]

1.3.7 Garden Leave Provisions

GARDEN LEAVE PROVISION
======================
Exact Language: "[Quote verbatim if present]"
 
Parameters:
- Duration: [X weeks/months]
- Compensation: [Full salary, pro-rated, benefits?]
- Duties During: [Available for consultation, no duties, etc.]
- Relationship to Non-Compete: [Does garden leave count toward restriction period?]

1.3.8 Choice of Law and Venue

GOVERNING LAW PROVISION
=======================
Governing Law: [State]
Venue: [Courts specified]
Arbitration: [Required? Where? Rules?]
Jury Waiver: [Present?]

1.3.9 Severability

SEVERABILITY PROVISION
======================
Type: [None, Strike-invalid-terms, Blue-pencil, Reformation]
Language: "[Quote if present]"
 
Significance: [Whether court can modify overbroad terms vs. striking entirely]

Phase 2: Jurisdiction-Specific Enforceability Analysis

2.1 Ontario Analysis (Default)

If jurisdiction is Ontario (default), apply Ontario-specific analysis:

ONTARIO ENFORCEABILITY ANALYSIS
===============================
 
EMPLOYEE STATUS:
- [ ] Regular employee (non-executive) → Non-compete VOID
- [ ] C-Suite executive (CEO/CFO/COO/CIO/CTO/etc.) → Non-compete may be enforceable
- [ ] Agreement tied to sale of business → Non-compete may be enforceable
 
AGREEMENT DATE:
- Signed on/after Oct 25, 2021: Bill 27 applies - non-compete void for non-executives
- Signed before Oct 25, 2021: Pre-existing agreement - may still be challengeable
 
COVENANT-BY-COVENANT ANALYSIS (Ontario):
| Covenant Type | Enforceable? | Notes |
|---------------|--------------|-------|
| Non-Compete | VOID (unless exception) | Bill 27 Working for Workers Act |
| Non-Solicitation (Customers) | Yes, if reasonable | Must be limited in scope/duration |
| Non-Solicitation (Employees) | Yes, if reasonable | Must be limited in scope/duration |
| Confidentiality/NDA | Yes | Trade secrets remain protected |
| Non-Disparagement | Yes | Standard enforcement |
| Invention Assignment | Yes | Must comply with IP laws |
 
FIDUCIARY ANALYSIS (for senior employees):
Even if not C-Suite, senior employees may have common law fiduciary duties:
- Did employee have authority to bind company?
- Access to strategic/confidential information?
- Position of trust requiring loyalty?
→ Fiduciary duties may impose restrictions similar to non-competes

Ontario-Specific Recommendations:

• If non-executive: Non-compete clause is likely unenforceable; focus on non-solicitation and NDA
• If C-Suite: Full analysis required; non-compete may be enforceable
• If uncertain status: Seek legal clarification on whether role qualifies as "executive"

2.2 US State Classification (For US Users)

For US jurisdictions, classify the state into enforcement categories:

US STATE ENFORCEMENT CLASSIFICATION
===================================
 
TARGET STATE: [State from --jurisdiction flag]
AGREEMENT'S CHOICE OF LAW: [If different]
CONFLICT ANALYSIS: [If applicable]

Category 1: US States That Ban Non-Competes (Generally Unenforceable)

Category 2: US States With Strong Limitations

Category 3: US States That Generally Enforce (With Reasonableness Requirements)