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Upload the questions from "Using Differences in State Law to Test Whether LLMs Reason or Remember"

damages/answer_key.csv

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+Name,Majority,Minority,Hypo
+damages_01,Yes,Yes,Yes
+damages_02,Yes,No,Yes
+damages_03,Yes,No,No
+damages_04,No,No,No
+damages_05,Yes,No,Yes
+damages_06,Yes,No,No
+damages_07,No,Yes,Yes
+damages_08,No,No,Yes

damages/questions/damages_01.md

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+The facts of the case are as follows:
+
+James Anderson was driving along a six-lane city street that gently crested upward onto a hill. Anderson pulled into the left-most lane on his side of the road and initiated a left turn to pull into a parking lot on that side of the street. 
+
+At the same time, Gail Westbrook was driving on the opposite side of the street on the other side of the hill. As she came over the crest of the hill, she saw Anderson’s vehicle but was unable to brake in time to avoid colliding with the right side of Anderson’s car, resulting in personal injuries to Anderson and damage to the automobile. Anderson has sued Westbrook for negligence.
+
+If a jury were to find that:
+
+- Westbrook was negligent for traveling over the speed limit on a busy city street, rendering her unable to stop in time for obstructions in the road.
+- Anderson was negligent for taking an illegal left turn under conditions in which drivers coming from the opposite direction would likely be unable to stop in time to avoid a collision.
+- Anderson wasn’t very negligent. Anderson was 5% at fault, and Westbrook was 95% at fault.
+
+Could Anderson recover damages from Westbrook?

damages/questions/damages_02.md

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+The facts of the case are as follows:
+
+James Anderson was driving along a six-lane city street that gently crested upward onto a hill. Anderson pulled into the left-most lane on his side of the road and initiated a left turn to pull into a parking lot on that side of the street. 
+
+At the same time, Gail Westbrook was driving on the opposite side of the street on the other side of the hill. As she came over the crest of the hill, she saw Anderson’s vehicle but was unable to brake in time to avoid colliding with the right side of Anderson’s car, resulting in personal injuries to Anderson and damage to the automobile. Anderson has sued Westbrook for negligence.
+
+If a jury were to find that:
+
+- Westbrook was negligent for traveling over the speed limit on a busy city street, rendering her unable to stop in time for obstructions in the road.
+- Anderson was negligent for taking an illegal left turn under conditions in which drivers coming from the opposite direction would likely be unable to stop in time to avoid a collision.
+- Westbrook was slightly more at fault than Anderson.
+
+Could Anderson recover damages from Westbrook?

damages/questions/damages_03.md

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+The facts of the case are as follows:
+
+James Anderson was driving along a six-lane city street that gently crested upward onto a hill. Anderson pulled into the left-most lane on his side of the road and initiated a left turn to pull into a parking lot on that side of the street. 
+
+At the same time, Gail Westbrook was driving on the opposite side of the street on the other side of the hill. As she came over the crest of the hill, she saw Anderson’s vehicle but was unable to brake in time to avoid colliding with the right side of Anderson’s car, resulting in personal injuries to Anderson and damage to the automobile. Anderson has sued Westbrook for negligence.
+
+If a jury were to find that:
+
+- Westbrook was negligent for traveling over the speed limit on a busy city street, rendering her unable to stop in time for obstructions in the road.
+- Anderson was negligent for taking an illegal left turn under conditions in which drivers coming from the opposite direction would likely be unable to stop in time to avoid a collision.
+- Anderson and Westbrook were equally at fault.
+
+Could Anderson recover damages from Westbrook?

damages/questions/damages_04.md

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+The facts of the case are as follows:
+
+James Anderson was driving along a six-lane city street that gently crested upward onto a hill. Anderson pulled into the left-most lane on his side of the road and initiated a left turn to pull into a parking lot on that side of the street. 
+
+At the same time, Gail Westbrook was driving on the opposite side of the street on the other side of the hill. As she came over the crest of the hill, she saw Anderson’s vehicle but was unable to brake in time to avoid colliding with the right side of Anderson’s car, resulting in personal injuries to Anderson and damage to the automobile. Anderson has sued Westbrook for negligence.
+
+If a jury were to find that:
+
+- Westbrook was negligent for traveling over the speed limit on a busy city street, rendering her unable to stop in time for obstructions in the road.
+- Anderson was negligent for taking an illegal left turn under conditions in which drivers coming from the opposite direction would likely be unable to stop in time to avoid a collision.
+- Anderson was slightly more at fault than Westbrook.
+
+Could Anderson recover damages from Westbrook?

damages/questions/damages_05.md

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+The facts of the case are as follows:
+
+James Anderson, was driving along a six-lane city street that gently crested upward onto a hill. Anderson pulled into the left-most lane on his side of the road and initiated a left turn to pull into a parking lot on that side of the street. 
+
+At the same time Gail Westbrook, was driving on the opposite side of the street, on the other side of the hill. Jesse Ellis was driving closely behind Westbrook. As Westbrook came over the crest of the hill, she saw Anderson’s vehicle but was unable to brake in time to avoid colliding with the right side of Anderson’s car. Ellis was also unable to brake in time and rear-ended Westbrook. The accident resulted in personal injuries to Ellis and damage to her automobile. Ellis has sued both Anderson and Westbrook for negligence. 
+
+If a jury were to find that:
+
+- Westbrook was negligent for traveling over the speed limit on a busy city street, rendering her unable to stop in time for obstructions in the road.
+- Anderson was negligent for taking an illegal left turn under conditions in which drivers coming from the opposite direction would likely be unable to stop in time to avoid a collision.
+- Ellis was negligent for following Westbrook at an unsafe distance preventing her from being able to brake in time to prevent the collision.
+- Ellis was 20% at fault, Anderson was 40% at fault, and Westbrook was 40% at fault.
+
+Could Ellis recover damages from Anderson and Westbrook?

damages/questions/damages_06.md

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+The facts of the case are as follows:
+
+James Anderson, was driving along a six-lane city street that gently crested upward onto a hill. Anderson pulled into the left-most lane on his side of the road and initiated a left turn to pull into a parking lot on that side of the street. 
+
+At the same time Gail Westbrook, was driving on the opposite side of the street, on the other side of the hill. Jesse Ellis was driving closely behind Westbrook. As Westbrook came over the crest of the hill, she saw Anderson’s vehicle but was unable to brake in time to avoid colliding with the right side of Anderson’s car. Ellis was also unable to brake in time and rear-ended Westbrook. The accident resulted in personal injuries to Ellis and damage to her automobile. Ellis has sued both Anderson and Westbrook for negligence. 
+
+If a jury were to find that:
+
+- Westbrook was negligent for traveling over the speed limit on a busy city street, rendering her unable to stop in time for obstructions in the road.
+- Anderson was negligent for taking an illegal left turn under conditions in which drivers coming from the opposite direction would likely be unable to stop in time to avoid a collision.
+- Ellis was negligent for following Westbrook at an unsafe distance preventing her from being able to brake in time to prevent the collision.
+- Ellis was 40% at fault, Anderson was 30% at fault, and Westbrook was 30% at fault.
+
+Could Ellis recover damages from Anderson and Westbrook?

damages/questions/damages_07.md

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+The facts of the case are as follows:
+
+James Anderson was driving along a six-lane city street that gently crested upward onto a hill. Anderson pulled into the left-most lane on his side of the road and initiated a left turn to pull into a parking lot on that side of the street. Midway through crossing the lanes of opposing traffic, Anderson’s car stalled out. Anderson panicked and tried to restart the car, but it would not restart.
+
+At the same time, Gail Westbrook was driving on the opposite side of the street on the other side of the hill. As she came over the crest of the hill, she saw Anderson’s car stopped in the middle of her side of the street. Westbrook maintained her speed until her car was about 100 feet away from Anderson. She slammed on the brakes but was unable to stop in time to avoid colliding with the right side of Anderson’s car, resulting in personal injuries to Anderson and damage to the automobile. Anderson has sued Westbrook for negligence.
+
+If a jury were to find that:
+
+- Anderson was negligent for taking an illegal left turn
+- Westbrook was negligent for traveling over the speed limit on a busy city street and for not slowing down in time to prevent the collision
+- Anderson is more at fault than Westbrook
+
+Could Anderson recover damages from Westbrook?

damages/questions/damages_08.md

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+The facts of the case are as follows:
+
+James Anderson was driving along a six-lane city street that gently crested upward onto a hill. Anderson pulled into the left-most lane on his side of the road and initiated a left turn to pull into a parking lot on that side of the street. Midway through crossing the lanes of opposing traffic, Anderson’s car stalled out. Anderson panicked and tried to restart the car, but it would not restart.
+
+At the same time, Gail Westbrook was driving on the opposite side of the street on the other side of the hill. As she came over the crest of the hill, she saw Anderson’s car stopped in the middle of her side of the street. Westbrook immediately slammed on the brakes. But because her brake pads and tires were both worn out, she was unable to stop in time to avoid colliding with the right side of Anderson’s car, resulting in personal injuries to Anderson and damage to the automobile. Anderson has sued Westbrook for negligence.
+
+If a jury were to find that:
+
+- Anderson was negligent for taking an illegal left turn
+- Westbrook was negligent for traveling over the speed limit on a busy city street and not properly maintaining her brake pads and tires
+- Anderson is more at fault than Westbrook
+
+Could Anderson recover damages from Westbrook?

damages/rules/hypothetical.md

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+Potentially relevant laws in the jurisdiction include:
+
+# Statute:
+
+## Comparative Negligence Act. § 7102
+
+**(a) General rule.** In all actions brought to recover damages for negligence resulting in death or injury to person or property, the fact that the plaintiff may have been guilty of contributory negligence shall not bar a recovery by the plaintiff or his legal representative where such negligence was not as great as than the causal negligence of at least one defendant against whom recovery is sought, but any damages sustained by the plaintiff shall be diminished in proportion to the amount of negligence attributed to the plaintiff.
+
+**(a.1) Recovery against joint defendant; contribution.**
+
+(1) The right of contribution exists among joint tortfeasors.
+
+(2) “‘Joint tortfeasors’ means two or more persons jointly or severally liable in tort for the same injury to person or property, whether or not judgment has been recovered against all or some of them.”
+
+(3) Where a defendant has been held jointly and severally liable under this subsection and discharges by payment more than that defendant’s proportionate share of the total liability, that defendant is entitled to recover contribution from defendants who have paid less than their proportionate share. Further, in any case, any defendant may recover from any other person all or a portion of the damages assessed that defendant pursuant to the terms of a contractual agreement.
+
+# Caselaw:
+
+“We believe it abundantly clear that the right to contribution is determined by whether there is joint or several liability rather than by the presence of joint or concurring negligence. There can be no right to contribution unless the injured party has a possible remedy against two or more persons.” Burmeister v. Youngstrom (State Supreme Court Decision)
+
+“A person assumes the risk of injury[, barring a negligence claim against another] when the person: (1) has actual or constructive knowledge of the risk; (2) appreciates its character; and (3) voluntarily accepts the risk, with the time, knowledge, and experience to make an intelligent choice.” Schott v. Wheat Growers Ass'n (State Supreme Court Decision)
+
+A person is deemed to have appreciated the risk “ ‘if it is the type of risk that no adult of average intelligence can deny.’ ” Duda v. Phatty McGees, Inc. (State Supreme Court Decision)
+
+“As just noted, both knowledge and appreciation of a particular risk are essential elements of this defense. These elements require knowledge of the danger and intelligent acquiescence in it. Plaintiffs ‘must not only know of the facts [that] create the danger, but they must comprehend and appreciate the danger itself.’ ‘The standard to be applied is a subjective one, of what the particular plaintiff in fact sees, knows, understands and appreciates.’ ‘Plaintiffs cannot assume risks of activities or conditions of which they are ignorant.’ Thus, ‘[i]f by reason of age, or lack of information, experience, intelligence, or judgment, the plaintiff does not understand the risk involved in a known situation, he will not be taken to assume the risk, although it may still be found that his conduct is contributory negligence because it does not conform to the community standard of the reasonable man.’” Schott v. Wheat Growers Ass'n (State Supreme Court Decision)
+
+“Under the ‘last clear chance’ doctrine, a plaintiff who has negligently subjected himself to a risk of harm from the defendant’s subsequent negligence may recover in full for harm caused thereby if, immediately preceding the harm,    
+
+- (a) the plaintiff is unable to avoid it by the exercise of reasonable vigilance and care, and
+- (b) the defendant is negligent in failing to utilize with reasonable care and competence his then existing opportunity to avoid the harm or the defendant through his own prior negligence has deprived himself of this then existing opportunity to avoid the harm, when he
+  - (i) knows of the plaintiff's situation and realizes or has reason to realize the peril involved in it or
+  - (ii) would discover the situation and thus have reason to realize the peril, if he were to exercise the vigilance which it is then his duty to the plaintiff to exercise.”
+     Good Low v. U.S. (State Supreme Court Decision)

damages/rules/majority.md

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+Potentially relevant laws in the jurisdiction include:
+
+# Statute:
+
+**Comparative Negligence Act. § 7102**
+
+**(a) General rule.** In all actions brought to recover damages for negligence resulting in death or injury to person or property, the fact that the plaintiff may have been guilty of contributory negligence shall not bar a recovery by the plaintiff or his legal representative where such negligence was not greater than the causal negligence of the defendant or defendants against whom recovery is sought, but any damages sustained by the plaintiff shall be diminished in proportion to the amount of negligence attributed to the plaintiff.
+
+**(a.1) Recovery against joint defendant; contribution.**
+
+(1) Where recovery is allowed against more than one person, including actions for strict liability, and where liability is attributed to more than one defendant, each defendant shall be liable for that proportion of the total dollar amount awarded as damages in the ratio of the amount of that defendant’s liability to the amount of liability attributed to all defendants and other persons to whom liability is apportioned under subsection (a.2).
+
+(2) Except as set forth in paragraph (3), a defendant’s liability shall be several and not joint, and the court shall enter a separate and several judgment in favor of the plaintiff and against each defendant for the apportioned amount of that defendant’s liability.
+
+(3) A defendant’s liability in any of the following actions shall be joint and several, and the court shall enter a joint and several judgment in favor of the plaintiff and against the defendant for the total dollar amount awarded as damages:
+
+(i) Intentional misrepresentation.
+
+(ii) An intentional tort.
+
+(iii) Where the defendant has been held liable for not less than 60% of the total liability apportioned to all parties.
+
+(iv) A release or threatened release of a hazardous substance under section 702 of the act of October 18, 1988, known as the Hazardous Sites Cleanup Act.
+
+(v) A civil action in which a defendant has violated section 497 of the act of April 12, 1951, known as the Liquor Code.
+
+(4) Where a defendant has been held jointly and severally liable under this subsection and discharges by payment more than that defendant’s proportionate share of the total liability, that defendant is entitled to recover contribution from defendants who have paid less than their proportionate share. Further, in any case, any defendant may recover from any other person all or a portion of the damages assessed that defendant pursuant to the terms of a contractual agreement.
+
+**(a.2) Apportionment of responsibility among certain nonparties and effect.** For purposes of apportioning liability only, the question of liability of any defendant or other person who has entered into a release with the plaintiff with respect to the action and who is not a party shall be transmitted to the trier of fact upon appropriate requests and proofs by any party. A person whose liability may be determined pursuant to this section does not include an employer to the extent that the employer is granted immunity from liability or suit pursuant to the Workers’ Compensation Act. An attribution of responsibility to any person or entity as provided in this subsection shall not be admissible or relied upon in any other action or proceeding for any purpose. Nothing in this section shall affect the admissibility or nonadmissibility of evidence regarding releases, settlements, offers to compromise or compromises as set forth in the Rules of Evidence. Nothing in this section shall affect the rules of joinder of parties as set forth in the Rules of Civil Procedure.
+
+# Caselaw:
+
+“As a general rule, the doctrine of assumption of the risk, with its attendant ‘complexities’ and ‘difficulties,’ has been supplanted by the General Assembly’s adoption of a system of recovery based on comparative fault in the Comparative Negligence Act. § 7102.”
+ Hughes v. Seven Springs Farm, Inc. (State Supreme Court Decision)
+
+“We conclude that, whatever the history of the ‘last clear chance’ doctrine in our state, it can no longer serve a useful purpose in view of the legislative enactment of the Comparative Negligence Act. § 7102.”
+ Spearing v. Starcher (State Supreme Court Decision)

damages/rules/minority.md

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+Potentially relevant laws in the jurisdiction include:
+
+# Statute:
+
+**Codified Laws § 20-9-2**
+
+In all actions brought to recover damages for injuries to a person or to that person's property caused by the negligence of another, the fact that the plaintiff may have been guilty of contributory negligence does not bar a recovery when the contributory negligence of the plaintiff was slight in comparison with the negligence of the defendant, but in such case, the damages shall be reduced in proportion to the amount of plaintiff's contributory negligence.
+
+**Codified Laws § 15-8-12**
+ The right of contribution exists among joint tortfeasors.
+
+**Codified Laws § 15-8-11**
+ “‘Joint tortfeasors’ means two or more persons jointly or severally liable in tort for the same injury to person or property, whether or not judgment has been recovered against all or some of them.”
+
+**Caselaw**
+
+“Under the comparative negligence statute, CL 20-9-2, plaintiff's negligence is compared with the negligence of the defendant, rather than with the ordinarily prudent person, but conduct of an ordinary, reasonably prudent person must be considered in determining the extent to which each party fell below that standard and, thus, was negligent or contributorily negligent.”
+ Lovell v. Oahe Elec. Co-op. (State Supreme Court Decision)
+
+“Under the comparative negligence statute, slight means small of its kind or in amount, scanty or meager. Three factors may properly be considered in appraising the quality of a plaintiff's negligence, for purposes of applying the comparative negligence statute: (1) the precautions plaintiff took for her own safety; (2) the extent to which she should have comprehended the risk as a result of warnings, experience, or other factors; and (3) the foreseeability of injury as a consequence of her conduct.”
+ Larmon v. United States (State Supreme Court Decision)
+
+“To determine whether plaintiff's negligence is more than slight, so that recovery is barred under contributory negligence statute, test is to compare it with negligence of all defendants.” Wood v. City of Crooks (State Supreme Court Decision)
+
+“We believe it abundantly clear that the right to contribution is determined by whether there is joint or several liability rather than by the presence of joint or concurring negligence. There can be no right to contribution unless the injured party has a possible remedy against two or more persons.” Burmeister v. Youngstrom (State Supreme Court Decision)
+
+“A person assumes the risk of injury[, barring a negligence claim against another] when the person: (1) has actual or constructive knowledge of the risk; (2) appreciates its character; and (3) voluntarily accepts the risk, with the time, knowledge, and experience to make an intelligent choice.” Schott v. Wheat Growers Ass'n (State Supreme Court Decision)
+
+“A person is deemed to have appreciated the risk ‘if it is the type of risk that no adult of average intelligence can deny.’” Duda v. Phatty McGees, Inc. (State Supreme Court Decision)
+
+“As just noted, both knowledge and appreciation of a particular risk are essential elements of this defense. These elements require knowledge of the danger and intelligent acquiescence in it. Plaintiffs ‘must not only know of the facts [that] create the danger, but they must comprehend and appreciate the danger itself.’ ‘The standard to be applied is a subjective one, of what the particular plaintiff in fact sees, knows, understands and appreciates.’ ‘Plaintiffs cannot assume risks of activities or conditions of which they are ignorant.’ Thus, ‘[i]f by reason of age, or lack of information, experience, intelligence, or judgment, the plaintiff does not understand the risk involved in a known situation, he will not be taken to assume the risk, although it may still be found that his conduct is contributory negligence because it does not conform to the community standard of the reasonable man.’” Schott v. Wheat Growers Ass'n (State Supreme Court Decision)
+
+“The ‘last clear chance’ doctrine allows plaintiff to recover despite his own negligence in some cases where defendant's negligent act was final decisive cause of accident. Under state law, continuing negligence of plaintiff is neutralized by “last clear chance” doctrine only if evidence supports inference that defendant actually discovered peril to plaintiff and thereafter failed to act with reasonable care.” Good Low v. U.S. (State Supreme Court Decision)

hearsay/answer_key.csv

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+Name,Majority,Minority,Hypo
+hearsay_01,No,No,No
+hearsay_02,No,No,No
+hearsay_03,Yes,No,Yes
+hearsay_04,Yes,No,Yes
+hearsay_05,Yes,No,No
+hearsay_06,Yes,No,No
+hearsay_07,Yes,No,No
+hearsay_08,Yes,No,No
+hearsay_09,Yes,Yes,No
+hearsay_10,Yes,Yes,No
+hearsay_11,Yes,Yes,Yes
+hearsay_12,Yes,Yes,Yes

hearsay/questions/hearsay_01.md

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+The facts of the case are as follows:
+
+A husband is being criminally prosecuted for the murder of his estranged wife. The prosecution would like to call as a witness a friend who can testify that prior to her death, the wife had told her friend that her husband had beaten her up.
+
+Is this testimony admissible under the rules provided?

hearsay/questions/hearsay_02.md

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+The facts of the case are as follows:
+
+A husband is being criminally prosecuted for physically assaulting his estranged wife. The prosecution would like to call as a witness a friend who can testify that the day after the alleged physical assault, the wife told her friend that the reason she had a black eye was because her husband had beaten her up.
+
+Is this testimony admissible under the rules provided?

hearsay/questions/hearsay_03.md

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+The facts of the case are as follows:
+
+An unidentified woman placed a 911 call. After providing the operator her current location the woman said, “I’m watching a man who seems to be trying to break into a building under construction across the street from me. He is wearing a blue baseball cap and a red jacket.” The woman’s tone of voice on the call appeared calm and relaxed. A police officer responded to the call, arrived at the location the woman specified, and saw a man matching that description emerge from a building that was under construction. The officer confronted the man and placed him under arrest. The prosecution would like to introduce into evidence the recording of the woman’s comments from the 911 call.
+
+Is the recording of the woman’s comments admissible under the rules provided?

hearsay/questions/hearsay_04.md

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+The facts of the case are as follows:
+
+The driver of a Red Honda Civic is being sued for negligence after getting into a rear end collision. The plaintiff would like to call as a witness a bystander who was a pedestrian standing across the street from the accident. The bystander did not see the lead up to the accident but can testify that moments before the accident, a nearby man who was looking in the direction of the accident calmly said, “That red car isn’t slowing down. That’s going to be an accident.”
+
+Is this testimony admissible under the rules provided?

hearsay/questions/hearsay_05.md

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+The facts of the case are as follows:
+
+A store is being sued for negligence after a row of shelves fell over onto the plaintiff, a customer. The plaintiff alleges that an employee operating a forklift accidentally knocked over the shelving. The store would like to call as a witness another customer who was nearby the accident and can testify that right after the shelving tipped over, an employee who was operating the forklift calmly shrugged his shoulders and said, “I didn’t touch that shelf. I don’t know what’s happening.” 
+
+Is this testimony admissible under the rules provided?

hearsay/questions/hearsay_06.md

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+The facts of the case are as follows:
+
+A plaintiff is suing a neighbor for assault after an altercation over the boundary lines between their homes. Before confronting the neighbor about the boundary lines, the plaintiff asked a friend to watch the scene from nearby and record a voice memo that captures the friend’s contemporaneous description of the events as they unfold. The plaintiff would like to admit into evidence the voice memo that the friend recorded in which the friend said, “Oh, and now he’s getting angry. He’s shaking his fist like he’s going to hit her.”
+
+Is the voice recording admissible under the rules provided?

hearsay/questions/hearsay_09.md

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+The facts of the case are as follows:
+
+An unidentified woman placed a 911 call. After providing the operator her current location the woman said, “Oh my god, oh my god. I’m watching a man who seems to be trying to break into a building under construction across the street from me. He is wearing a blue baseball cap and a red jacket. Please! Come quick! I’m so scared!” A police officer responded to the call, arrived at the location the woman specified, and saw a man matching that description emerge from a building that was under construction. The officer confronted the man and placed him under arrest. The prosecution would like to introduce into evidence the recording of the woman’s comments from the 911 call.
+
+Is the the recording of the woman’s comments admissible under the rules provided?

hearsay/questions/hearsay_10.md

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+The facts of the case are as follows:
+
+A husband is being criminally prosecuted for the murder of his estranged wife. The prosecution would like to call as a witness a friend who can testify that hours before her death, the wife had called the friend in a panic, saying that her husband had just beaten her up.
+
+Is the witness’s testimony admissible under the rules provided?

hearsay/questions/hearsay_11.md

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+The facts of the case are as follows:
+
+The owners of a company are being prosecuted for fraud for purporting to sell mortgage modifications but actually selling doctored versions of free government forms. To counter the defense that the owners did not know about their “rogue” employees’ fraudulent sales tactics, the government would like to introduce 32 e-mails to the owners from customers complaining about the fraudulent practices.
+
+Are the emails admissible under the rules provided?

hearsay/questions/hearsay_12.md

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+The facts of the case are as follows:
+
+The owners of a company are being prosecuted for fraud for purporting to sell mortgage modifications but actually selling doctored versions of free government forms. To counter the defense that the owners did not know about their “rogue” employees’ fraudulent sales tactics, the government would like to introduce an e-mail from the owners to their employees, instructing them to not worry about recent customer complaints about fraudulent practices.
+
+Are the emails admissible under the rules provided?

hearsay/rules/hypothetical.md

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+Potentially relevant rules of evidence in the jurisdiction include:
+
+# Sec. 8-1. Definitions
+
+As used in this Article:
+
+**(1)** “Statement” means (A) an oral or written assertion or (B) nonverbal conduct of a person, if it is intended by the person as an assertion.
+
+**(2)** “Declarant” means a person who makes a statement.
+
+**(3)** “Hearsay” means a statement, other than one made by the declarant while testifying at the proceeding, offered in evidence to establish the truth of the matter asserted.
+
+# Sec. 8-2. Hearsay Rule
+
+**(a) General Rule.** Hearsay is inadmissible, except as provided in the Code, the General Statutes or any Practice Book rule adopted before June 18, 2014, the date on which the Supreme Court adopted the Code.
+
+# Sec. 8-3. Hearsay Exceptions: Availability of Declarant Immaterial
+
+The following are not excluded by the hearsay rule, even though the declarant is available as a witness:
+
+**(1) Statement by a Party Opponent.** A statement that is being offered against a party and is (A) the party's own statement, in either an individual or a representative capacity, (B) a statement that the party has adopted or approved, (C) a statement by a person authorized by the party to make a statement concerning the subject, (D) a statement by the party's agent, servant or employee, concerning a matter within the scope of the agency or employment, and made during the existence of the relationship, (E) a statement by a coconspirator of a party while the conspiracy is ongoing and in furtherance of the conspiracy, (F) in an action for a debt for which the party was surety, a statement by the party's principal relating to the principal's obligations, or (G) a statement made by a predecessor in title of the party, provided the declarant and the party are sufficiently in privity that the statement of the declarant would affect the party's interest in the property in question.
+
+The hearsay statement itself may not be considered to establish the declarant's authority under (C), the existence or scope of the relationship under (D), or the existence of the conspiracy or participation in it under (E).
+
+**(2) Contemporaneous statements**. A statement that was made: (1) While the declarant was perceiving the event or condition which the statement narrates, describes or explains; (2) while the declarant was not under the stress of a nervous excitement caused by such perception; and (3) the declarant’s statement was made in good faith with no incentive to falsify or to distort.
+
+**(3) Statement of Then Existing Physical Condition.** A statement of the declarant's then existing physical condition, provided that the statement is a natural expression of the condition and is not a statement of memory or belief to prove the fact remembered or believed.
+
+**(4) Statement of Then Existing Mental or Emotional Condition.** A statement of the declarant's then existing mental or emotional condition, including a statement indicating a present intention to do a particular act in the immediate future, provided that the statement is a natural expression of the condition and is not a statement of memory or belief to prove the fact remembered or believed.
+
+**(5) Statement for Purposes of Obtaining Medical Diagnosis or Treatment.** A statement made for purposes of obtaining a medical diagnosis or treatment and describing medical history, or past or present symptoms, pain, or sensations, or the inception or general character of the cause or external source thereof, insofar as reasonably pertinent to the medical diagnosis or treatment.
+
+**(6) Recorded Recollection.** A memorandum or record concerning an event about which a witness once had knowledge but now has insufficient recollection to enable the witness to testify fully and accurately, shown to have been made or adopted by the witness at or about the time of the event recorded and to reflect that knowledge correctly.
+
+**(7) Public Records and Reports.** Records, reports, statements or data compilations, in any form, of public offices or agencies, provided (A) the record, report, statement or data compilation was made by a public official under a duty to make it, (B) the record, report, statement or data compilation was made in the course of his or her official duties, and (C) the official or someone with a duty to transmit information to the official had personal knowledge of the matters contained in the record, report, statement or data compilation.
+
+**(8) Statement in Learned Treatises.** To the extent called to the attention of an expert witness on cross-examination or relied on by the expert witness in direct examination, a statement contained in a published treatise, periodical or pamphlet on a subject of history, medicine, or other science or art, recognized as a standard authority in the field by the witness, other expert witness or judicial notice.
+
+**(9) Statement in Ancient Documents.** A statement in a document in existence for more than thirty years if it is produced from proper custody and otherwise free from suspicion.
+
+**(10) Published Compilations.** Market quotations, tabulations, lists, directories or other published compilations, that are recognized authority on the subject, or are otherwise trustworthy.
+
+**(11) Statement in Family Bible.** A statement of fact concerning personal or family history contained in a family bible.
+
+**(12) Personal Identification.** Testimony by a witness of his or her own name or age.
+
+# Sec. 8-4. Admissibility of Business Entries and Photographic Copies: Availability of Declarant Immaterial
+
+**(a) [Business Records Admissible.]** Any writing or record, whether in the form of an entry in a book or otherwise, made as a memorandum or record of any act, transaction, occurrence or event, shall be admissible as evidence of the act, transaction, occurrence or event, if the trial judge finds that it was made in the regular course of any business, and that it was the regular course of the business to make the writing or record at the time of the act, transaction, occurrence or event or within a reasonable time thereafter.
+
+**(b) [Witness Need Not be Available.]** The writing or record shall not be rendered inadmissible by (1) a party's failure to produce as witnesses the person or persons who made the writing or record, or who have personal knowledge of the act, transaction, occurrence or event recorded or (2) the party's failure to show that such persons are unavailable as witnesses. Either of such facts and all other circumstances of the making of the writing or record, including lack of personal knowledge by the entrant or maker, may be shown to affect the weight of the evidence, but not to affect its admissibility.
+
+**(c) [Reproductions Admissible.]** Except as provided in the Freedom of Information Act, as defined in [General Statutes §] 1-200, if any person in the regular course of business has kept or recorded any memorandum, writing, entry, print, representation or combination thereof, of any act, transaction, occurrence or event, and in the regular course of business has caused any or all of them to be recorded, copied or reproduced by any photographic, photostatic, microfilm, microcard, miniature photographic or other process which accurately reproduces or forms a durable medium for so reproducing the original, the original may be destroyed in the regular course of business unless its preservation is otherwise required by statute. The reproduction, when satisfactorily identified, shall be as admissible in evidence as the original in any judicial or administrative proceeding, whether the original is in existence or not, and an enlargement or facsimile of the reproduction shall be likewise admissible in evidence if the original reproduction is in existence and available for inspection under direction of court. The introduction of a reproduced record, enlargement or facsimile shall not preclude admission of the original.
+
+**(d) [Definition.]** The term ‘business' shall include business, profession, occupation and calling of every kind. General Statutes § 52-180.

hearsay/rules/majority.md

@@ -0,0 +1,151 @@
+Potentially relevant rules of evidence in the jurisdiction include:
+
+# Rule 801. Definitions That Apply to This Article; Exclusions from Hearsay
+
+The following definitions apply under this article:
+
+**(a) Statement.** “Statement” means a person’s oral assertion, written assertion, or nonverbal conduct, if the person intended it as an assertion.
+
+**(b) Declarant.** “Declarant” means the person who made the statement.
+
+**(c) Hearsay.** “Hearsay” means a statement that:
+
+**(1)** the declarant does not make while testifying at the current trial or hearing; and
+
+**(2)** a party offers in evidence to prove the truth of the matter asserted in the statement.
+
+# Rule 802. The Rule Against Hearsay
+
+Hearsay is not admissible unless any of the following provides otherwise:
+
+- a federal statute;
+- these rules; or
+- other rules prescribed by the Supreme Court.
+
+# Rule 803. Exceptions to the Rule Against Hearsay
+
+The following are not excluded by the rule against hearsay, regardless of whether the declarant is available as a witness:
+
+**(1) Present Sense Impression.** A statement describing or explaining an event or condition, made while or immediately after the declarant perceived it.
+
+**(2)** **Excited Utterance**. A statement relating to a startling event or condition, made while the declarant was under the stress of excitement that it caused.
+
+**(3)** **Then-Existing Mental, Emotional, or Physical Condition.** A statement of the declarant’s then-existing state of mind (such as motive, intent, or plan) or emotional, sensory, or physical condition (such as mental feeling, pain, or bodily health), but not including a statement of memory or belief to prove the fact remembered or believed unless it relates to the validity or terms of the declarant’s will.
+
+**(4)** **Statement Made for Medical Diagnosis or Treatment**. A statement that:
+
+**(A)** is made for — and is reasonably pertinent to — medical diagnosis or treatment; and
+
+**(B)** describes medical history; past or present symptoms or sensations; their inception; or their general cause.
+
+**(5)** **Recorded Recollection.** A record that:
+
+**(A)** is on a matter the witness once knew about but now cannot recall well enough to testify fully and accurately;
+
+**(B)** was made or adopted by the witness when the matter was fresh in the witness’s memory; and
+
+**(C)** accurately reflects the witness’s knowledge.
+
+If admitted, the record may be read into evidence but may be received as an exhibit only if offered by an adverse party.
+
+**(6)** **Records of a Regularly Conducted Activity**. A record of an act, event, condition, opinion, or diagnosis if:
+
+**(A)** the record was made at or near the time by — or from information transmitted by — someone with knowledge;
+
+**(B)** the record was kept in the course of a regularly conducted activity of a business, organization, occupation, or calling, whether or not for profit;
+
+**(C)** making the record was a regular practice of that activity;
+
+**(D)** all these conditions are shown by the testimony of the custodian or another qualified witness, or by a certification that complies with [Rule 902(11)](https://www.law.cornell.edu/rules/fre/rule_902#rule_902_11) or (12) or with a statute permitting certification; and
+
+**(E)** the opponent does not show that the source of information or the method or circumstances of preparation indicate a lack of trustworthiness.
+
+**(7)** **Absence of a Record of a Regularly Conducted Activity**. Evidence that a matter is not included in a record described in paragraph (6) if:
+
+**(A)** the evidence is admitted to prove that the matter did not occur or exist;
+
+**(B)** a record was regularly kept for a matter of that kind; and
+
+**(C)** the opponent does not show that the possible source of the information or other circumstances indicate a lack of trustworthiness.
+
+**(8)** **Public Records**. A record or statement of a public office if:
+
+**(A)** it sets out:
+
+**(i)** the office’s activities;
+
+**(ii)** a matter observed while under a legal duty to report, but not including, in a criminal case, a matter observed by law-enforcement personnel; or
+
+**(iii)** in a civil case or against the government in a criminal case, factual findings from a legally authorized investigation; and
+
+**(B)** the the opponent does not show that the source of information or other circumstances indicate a lack of trustworthiness.
+
+**(9)** **Public Records of Vital Statistics**. A record of a birth, death, or marriage, if reported to a public office in accordance with a legal duty.
+
+**(10)** **Absence of a Public Record**. Testimony — or a certification under Rule 902 — that a diligent search failed to disclose a public record or statement if:
+
+**(A)** the testimony or certification is admitted to prove that
+
+**(i)** the record or statement does not exist; or
+
+**(ii)** a matter did not occur or exist, if a public office regularly kept a record or statement for a matter of that kind; and
+
+**(B)** in a criminal case, a prosecutor who intends to offer a certification provides written notice of that intent at least 14 days before trial, and the defendant does not object in writing within 7 days of receiving the notice — unless the court sets a different time for the notice or the objection.
+
+**(11)** **Records of Religious Organizations Concerning Personal or Family History**. A statement of birth, legitimacy, ancestry, marriage, divorce, death, relationship by blood or marriage, or similar facts of personal or family history, contained in a regularly kept record of a religious organization.
+
+**(12)** **Certificates of Marriage, Baptism, and Similar Ceremonies**. A statement of fact contained in a certificate:
+
+**(A)** made by a person who is authorized by a religious organization or by law to perform the act certified;
+
+**(B)** attesting that the person performed a marriage or similar ceremony or administered a sacrament; and
+
+**(C)** purporting to have been issued at the time of the act or within a reasonable time after it.
+
+**(13)** **Family Records** A statement of fact about personal or family history contained in a family record, such as a Bible, genealogy, chart, engraving on a ring, inscription on a portrait, or engraving on an urn or burial marker.
+
+**(14)** **Records of Documents That Affect an Interest in Property**. The record of a document that purports to establish or affect an interest in property if:
+
+**(A)** the record is admitted to prove the content of the original recorded document, along with its signing and its delivery by each person who purports to have signed it;
+
+**(B)** the record is kept in a public office; and
+
+**(C)** a statute authorizes recording documents of that kind in that office.
+
+**(15)** **Statements in Documents That Affect an Interest in Property**. A statement contained in a document that purports to establish or affect an interest in property if the matter stated was relevant to the document’s purpose — unless later dealings with the property are inconsistent with the truth of the statement or the purport of the document.
+
+**(16)** **Statements in Ancient Documents**. A statement in a document that was prepared before January 1, 1998, and whose authenticity is established.
+
+**(17)** **Market Reports and Similar Commercial Publications**. Market quotations, lists, directories, or other compilations that are generally relied on by the public or by persons in particular occupations.
+
+**(18)** **Statements in Learned Treatises, Periodicals, or Pamphlets**. A statement contained in a treatise, periodical, or pamphlet if:
+
+**(A)** the statement is called to the attention of an expert witness on cross-examination or relied on by the expert on direct examination; and
+
+**(B)** the publication is established as a reliable authority by the expert’s admission or testimony, by another expert’s testimony, or by judicial notice.
+
+If admitted, the statement may be read into evidence but not received as an exhibit.
+
+**(19)** **Reputation Concerning Personal or Family History**. A reputation among a person’s family by blood, adoption, or marriage — or among a person’s associates or in the community — concerning the person’s birth, adoption, legitimacy, ancestry, marriage, divorce, death, relationship by blood, adoption, or marriage, or similar facts of personal or family history.
+
+**(20)** **Reputation Concerning Boundaries or General History**. A reputation in a community — arising before the controversy — concerning boundaries of land in the community or customs that affect the land, or concerning general historical events important to that community, state, or nation.
+
+**(21)** **Reputation Concerning Character**. A reputation among a person’s associates or in the community concerning the person’s character.
+
+**(22)** **Judgment of a Previous Conviction**. Evidence of a final judgment of conviction if:
+
+**(A)** the judgment was entered after a trial or guilty plea, but not a nolo contendere plea;
+
+**(B)** the conviction was for a crime punishable by death or by imprisonment for more than a year;
+
+**(C)** the evidence is admitted to prove any fact essential to the judgment; and
+
+**(D)** when offered by the prosecutor in a criminal case for a purpose other than impeachment, the judgment was against the defendant.
+
+The pendency of an appeal may be shown but does not affect admissibility.
+
+**(23)** **Judgments Involving Personal, Family, or General History, or a Boundary**. A judgment that is admitted to prove a matter of personal, family, or general history, or boundaries, if the matter:
+
+**(A)** was essential to the judgment; and
+
+**(B)** could be proved by evidence of reputation.

hearsay/rules/minority.md

@@ -0,0 +1,55 @@
+Potentially relevant rules of evidence in the jurisdiction include:
+
+# Sec. 8-1. Definitions
+
+As used in this Article:
+
+**(1)** “Statement” means (A) an oral or written assertion or (B) nonverbal conduct of a person, if it is intended by the person as an assertion.
+
+**(2)** “Declarant” means a person who makes a statement.
+
+**(3)** “Hearsay” means a statement, other than one made by the declarant while testifying at the proceeding, offered in evidence to establish the truth of the matter asserted.
+
+# Sec. 8-2. Hearsay Rule
+
+**(a) General Rule.** Hearsay is inadmissible, except as provided in the Code, the General Statutes or any Practice Book rule adopted before June 18, 2014, the date on which the Supreme Court adopted the Code.
+
+# Sec. 8-3. Hearsay Exceptions: Availability of Declarant Immaterial
+
+The following are not excluded by the hearsay rule, even though the declarant is available as a witness:
+
+**(1) Statement by a Party Opponent.** A statement that is being offered against a party and is (A) the party's own statement, in either an individual or a representative capacity, (B) a statement that the party has adopted or approved, (C) a statement by a person authorized by the party to make a statement concerning the subject, (D) a statement by the party's agent, servant or employee, concerning a matter within the scope of the agency or employment, and made during the existence of the relationship, (E) a statement by a coconspirator of a party while the conspiracy is ongoing and in furtherance of the conspiracy, (F) in an action for a debt for which the party was surety, a statement by the party's principal relating to the principal's obligations, or (G) a statement made by a predecessor in title of the party, provided the declarant and the party are sufficiently in privity that the statement of the declarant would affect the party's interest in the property in question.
+
+The hearsay statement itself may not be considered to establish the declarant's authority under (C), the existence or scope of the relationship under (D), or the existence of the conspiracy or participation in it under (E).
+
+**(2) Spontaneous Utterance.** A statement relating to a startling event or condition made while the declarant was under the stress of excitement caused by the event or condition.
+
+**(3) Statement of Then Existing Physical Condition.** A statement of the declarant's then existing physical condition, provided that the statement is a natural expression of the condition and is not a statement of memory or belief to prove the fact remembered or believed.
+
+**(4) Statement of Then Existing Mental or Emotional Condition.** A statement of the declarant's then existing mental or emotional condition, including a statement indicating a present intention to do a particular act in the immediate future, provided that the statement is a natural expression of the condition and is not a statement of memory or belief to prove the fact remembered or believed.
+
+**(5) Statement for Purposes of Obtaining Medical Diagnosis or Treatment.** A statement made for purposes of obtaining a medical diagnosis or treatment and describing medical history, or past or present symptoms, pain, or sensations, or the inception or general character of the cause or external source thereof, insofar as reasonably pertinent to the medical diagnosis or treatment.
+
+**(6) Recorded Recollection.** A memorandum or record concerning an event about which a witness once had knowledge but now has insufficient recollection to enable the witness to testify fully and accurately, shown to have been made or adopted by the witness at or about the time of the event recorded and to reflect that knowledge correctly.
+
+**(7) Public Records and Reports.** Records, reports, statements or data compilations, in any form, of public offices or agencies, provided (A) the record, report, statement or data compilation was made by a public official under a duty to make it, (B) the record, report, statement or data compilation was made in the course of his or her official duties, and (C) the official or someone with a duty to transmit information to the official had personal knowledge of the matters contained in the record, report, statement or data compilation.
+
+**(8) Statement in Learned Treatises.** To the extent called to the attention of an expert witness on cross-examination or relied on by the expert witness in direct examination, a statement contained in a published treatise, periodical or pamphlet on a subject of history, medicine, or other science or art, recognized as a standard authority in the field by the witness, other expert witness or judicial notice.
+
+**(9) Statement in Ancient Documents.** A statement in a document in existence for more than thirty years if it is produced from proper custody and otherwise free from suspicion.
+
+**(10) Published Compilations.** Market quotations, tabulations, lists, directories or other published compilations, that are recognized authority on the subject, or are otherwise trustworthy.
+
+**(11) Statement in Family Bible.** A statement of fact concerning personal or family history contained in a family bible.
+
+**(12) Personal Identification.** Testimony by a witness of his or her own name or age.
+
+# Sec. 8-4. Admissibility of Business Entries and Photographic Copies: Availability of Declarant Immaterial
+
+**(a) [Business Records Admissible.]** Any writing or record, whether in the form of an entry in a book or otherwise, made as a memorandum or record of any act, transaction, occurrence or event, shall be admissible as evidence of the act, transaction, occurrence or event, if the trial judge finds that it was made in the regular course of any business, and that it was the regular course of the business to make the writing or record at the time of the act, transaction, occurrence or event or within a reasonable time thereafter.
+
+**(b) [Witness Need Not be Available.]** The writing or record shall not be rendered inadmissible by (1) a party's failure to produce as witnesses the person or persons who made the writing or record, or who have personal knowledge of the act, transaction, occurrence or event recorded or (2) the party's failure to show that such persons are unavailable as witnesses. Either of such facts and all other circumstances of the making of the writing or record, including lack of personal knowledge by the entrant or maker, may be shown to affect the weight of the evidence, but not to affect its admissibility.
+
+**(c) [Reproductions Admissible.]** Except as provided in the Freedom of Information Act, as defined in [General Statutes §] 1-200, if any person in the regular course of business has kept or recorded any memorandum, writing, entry, print, representation or combination thereof, of any act, transaction, occurrence or event, and in the regular course of business has caused any or all of them to be recorded, copied or reproduced by any photographic, photostatic, microfilm, microcard, miniature photographic or other process which accurately reproduces or forms a durable medium for so reproducing the original, the original may be destroyed in the regular course of business unless its preservation is otherwise required by statute. The reproduction, when satisfactorily identified, shall be as admissible in evidence as the original in any judicial or administrative proceeding, whether the original is in existence or not, and an enlargement or facsimile of the reproduction shall be likewise admissible in evidence if the original reproduction is in existence and available for inspection under direction of court. The introduction of a reproduced record, enlargement or facsimile shall not preclude admission of the original.
+
+**(d) [Definition.]** The term ‘business' shall include business, profession, occupation and calling of every kind. General Statutes § 52-180.

noncompete/answer_key.csv

@@ -0,0 +1,12 @@
+Name,Majority,Minority,Hypo
+noncompete_01,Yes,Yes,Yes
+noncompete_02,Yes,No,No
+noncompete_03,No,No,No
+noncompete_04,No,No,No
+noncompete_05,Yes,N,Yes
+noncompete_06,Yes,Yes,Yes
+noncompete_07,Yes,No,No
+noncompete_08,Yes,No,Yes
+noncompete_09,Yes,Yes,No
+noncompete_10,Yes,Yes,No
+noncompete_11,Yes,Yes,No

noncompete/questions/noncompete_01.md

@@ -0,0 +1,51 @@
+The facts of the case are as follows:
+
+Omega Co., a software company incorporated and headquartered in this state, relies on its proprietary algorithm, MG, to manage supply chains for products. In September 2023, Omega hired Sonia Lee as a data scientist to work on refining the algorithm’s performance. Upon being hired, Lee signed an Employment and Confidentiality Agreement, included below.
+
+Two years later, in December 2025, Lee decided to leave Omega Co. to join Alpha Co., a software company incorporated and headquartered in the same state and city that manages product supply chains.
+
+Omega Co. filed suit against Lee in state court, seeking to enforce the noncompete agreement. Lee has moved to dismiss on the grounds that the noncompete agreement is unenforceable. Will the court enforce the noncompete agreement and prevent Lee from working for Alpha Co.?
+
+Text of the agreement:
+
+In consideration of employment of the Employee by the Company and payment to the Employee of salary or wages, this Agreement is made between Omega, Co. (the “Company”), and (the “Employee”).
+
+1. ***Best Efforts\***. The Employee agrees that, during the term of [his or her] employment with the Company, [he or she] will serve the Company faithfully and to the best of his or her ability and will devote [his or her] full business and professional time, energy and diligence to the business and affairs of the Company and to the performance of [his or her] duties as reasonably directed by the President of the Company or anyone designated by [him or her].
+
+2. ***Confidential Information\***. The Employee acknowledges that, in order for [[him or her] to perform [his or her] duties properly, the Company must necessarily entrust the Employee with certain trade secrets and confidential business information (the “Confidential Information”). The Confidential Information includes, but is not limited to, the Company's research and development plans and activities, the Company's manufacturing and production plans and activities, the prices, terms and conditions of the Company's contracts with its customers, the identities, needs and requirements of the Company's customers, the Company's pricing policies and price lists, the Company's business plans and strategies, the Company's marketing plans and strategies, personnel information, and financial information regarding the Company. The Employee further acknowledges that the development or acquisition of such Confidential Information is the result of great effort and expense by the Company, that the Confidential Information is critical to the survival and success of the Company, and that the unauthorized disclosure or use of the Confidential Information would cause the Company irreparable harm.
+
+3. ***Nondisclosure of Confidential Information\***. The Employee agrees that, during the term of [his or her] employment with the Company and thereafter, [he or she] will not disclose the Confidential Information or use it in any way, except on behalf of the Company, whether or not such Confidential Information is produced by the Employee's own efforts. The Employee further agrees, upon termination of [his or her] employment, promptly to deliver to the Company all Confidential Information, whether or not such Confidential Information was produced by the Employee's own efforts, and to refrain from making, retaining or distributing copies thereof.
+
+4. Employee further understands that this agreement does not limit [[his or her] ability to communicate with any Government Agencies or otherwise participate in any investigation or proceeding that may be conducted by any Government Agency, including providing documents or other information, without notice to the Company. More generally, federal law (18 U.S. Code § 1833) provides that an individual shall not be held criminally or civilly liable under any federal or state trade secret law for the disclosure of a trade secret that (A) is made (i) in confidence to a federal, state, or local government official, either directly or indirectly, or to an attorney; and (ii) solely for the purpose of reporting or investigating a suspected violation of law; or (B) is made in a complaint or other document filed in a lawsuit or other proceeding, if such filing is made under seal. Further, an individual who files a lawsuit for retaliation by an employer for reporting a suspected violation of law may disclose the trade secret to the attorney of the individual and use the trade secret information in the court proceeding, if the individual (A) files any document containing the trade secret under seal; and (B) does not disclose the trade secret, except pursuant to court order.
+
+5. ***Noncompetition\***. The Employee agrees that, during the term of [his or her] employment with the Company, and for a period of one (1) year thereafter, [he or she] will not, directly or indirectly, render services to, work for or on behalf of, have an interest in, make any loan to, or assist in any manner any business which engages in work that is the same or substantially similar to any work that Employee performed for the Company during the last 2 years of [his or her] employment. The foregoing shall not prevent the Employee from owning up to one percent (1%) of the outstanding securities of a publicly held corporation which may compete with the Company.
+
+6. During any period during which Employee is prevented from rendering services to a competitor of the Company pursuant to the above paragraph, the Company will pay [him or her] an amount equal to 50 percent of [his or her] highest biweekly salary within the 2 years preceding the termination of [his or her] employment.
+
+7. The terms and conditions of this Agreement and its enforceability shall continue to apply and be valid notwithstanding any change in Employee's duties, responsibilities, position or title with [Employer].
+
+8. ***Notice of Subsequent Employment\***. Employee shall, for a period of one (1) year after the termination of employment with the Company, notify the Company of any change of address, and of any subsequent employment (stating the name and address of the employer and the title and duties of the position) or other business activity. In the event Employee fails to comply with this paragraph the noncompete period set forth in paragraph 5 shall be tolled, and shall commence with the date of the entry of a preliminary injunction.
+
+   The Employee further agrees that the Company may, for a period of one (1) year following termination of the Employee's employment, communicate with the Employee's new employer for the purpose of informing the new employer of the existence of this Agreement and providing the new employer with a copy of this Agreement.
+
+9. ***Return of Company Property\***. The Employee agrees, upon termination of [his or her] employment, promptly to deliver to the Company all files, books, documents, computers, cell phones, USB drives, and other property prepared by or on behalf of the Company or purchased with Company funds and to refrain from making, retaining or distributing copies thereof.
+
+10. ***Specific Performance\***. The Employee acknowledges that a breach of this Agreement by the Employee will cause irreparable injury to the Company, that the Company's remedies at law will be inadequate in case of any such breach, and that the Company will be entitled to preliminary injunctive relief and other injunctive relief in case of any such breach.
+
+11. ***Compliance with Other Agreements\***. The Employee represents and warrants to the Company that the execution of this Agreement by [him or her], [his or her] performance of [his or her] obligations hereunder, and [his or her] employment by the Company will not, with or without the giving of notice or the passage of time, conflict with, result in the breach or termination of, or constitute default under, any agreement to which the Employee is a party or by which the Employee is or may be bound.
+
+12. ***Employment at Will\***. The Employee agrees that [he or she] is an at-will employee of the Company and that [he or she] may terminate [his or her] employment at any time. The Employee further agrees that the Company may similarly terminate the Employee's employment at any time. This Agreement does not create an obligation on the part of the Company or any other person to continue the employment of the Employee.
+
+13. ***Waivers\***. The waiver by the Company or the Employee of any action, right or condition in this Agreement, or of any breach of a provision of this Agreement, shall not constitute a waiver of any other occurrences of the same event.
+
+14. ***Survival; Binding Effect\***. This Agreement shall survive the termination of the Employee's employment with the Company regardless of the manner of such termination, and shall be binding upon the Employee and [his or her] heirs, executors and administrators.
+
+15. ***Assignability by Company\***. This Agreement is assignable by the Company and inures to the benefit of the Company, its subsidiaries, affiliated corporations, successors and assignees. This Agreement, being personal, is not assignable by the Employee.
+
+16. ***Headings; Gender References\***. The section headings in this Agreement are for reference purposes only and shall not be deemed to be a part of this Agreement or to affect the meaning or interpretation of this Agreement. Wherever used herein, the masculine pronoun shall, as appropriate, be construed to include the feminine.
+
+17. ***Entire Agreement; Amendments\***. This Agreement constitutes the entire understanding of the parties with respect to its subject matter, supersedes any prior communication or understanding with respect thereto, and no modification or waiver of any provision hereof shall be valid unless made in writing and signed by the parties.
+
+18. ***Understanding of Agreement\***. THE EMPLOYEE STATES THAT [HE OR SHE] HAS HAD A REASONABLE PERIOD SUFFICIENT TO STUDY, UNDERSTAND AND CONSIDER THIS AGREEMENT, THAT [HE OR SHE] HAS HAD AN OPPORTUNITY TO CONSULT WITH COUNSEL OF [[HIS OR HER] CHOICE, THAT [HE OR SHE] HAS READ THIS AGREEMENT AND UNDERSTANDS ALL OF ITS TERMS, THAT [HE OR SHE] IS ENTERING INTO AND SIGNING THIS AGREEMENT KNOWINGLY AND VOLUNTARILY, AND THAT IN DOING SO [HE OR SHE] IS NOT RELYING UPON ANY STATEMENTS OR REPRESENTATIONS BY THE COMPANY OR ITS AGENTS.
+
+IN WITNESS WHEREOF, the parties have duly executed this Agreement under seal as of September 1, 2023.

noncompete/questions/noncompete_02.md

@@ -0,0 +1,49 @@
+The facts of the case are as follows:
+
+Omega Co., a software company incorporated and headquartered in this state, relies on its proprietary algorithm, MG, to manage supply chains for products. In September 2023, Omega hired Sonia Lee as a data scientist to work on refining the algorithm’s performance. A year into her time at the company, Omega Human Resources realized that Lee had never signed an Employee Confidentiality Agreement, included below. HR asked Lee to sign the agreement. Lee signed the agreement in September 2024. Lee was not given a promotion, bonus, or salary-adjustment for signing the document.
+
+Two years after joining Omega Co., in December 2025, Lee decided to leave Omega Co. to join Alpha Co., a software company incorporated and headquartered in the same state and city that manages product supply chains.
+
+Omega Co. filed suit against Lee in state court, seeking to enforce the noncompete agreement. Lee has moved to dismiss on the grounds that the noncompete agreement is unenforceable. Will the court enforce the noncompete agreement and prevent Lee from working for Alpha Co.?
+
+Text of the agreement:
+
+In consideration of continued employment of the Employee by the Company and payment to the Employee of salary or wages, this Agreement is made between Omega, Co. (the “Company”), and (the “Employee”).
+
+1. ***Confidential Information\***. The Employee acknowledges that, in order for [[him or her] to perform [his or her] duties properly, the Company must necessarily entrust the Employee with certain trade secrets and confidential business information (the “Confidential Information”). The Confidential Information includes, but is not limited to, the Company's research and development plans and activities, the Company's manufacturing and production plans and activities, the prices, terms and conditions of the Company's contracts with its customers, the identities, needs and requirements of the Company's customers, the Company's pricing policies and price lists, the Company's business plans and strategies, the Company's marketing plans and strategies, personnel information, and financial information regarding the Company. The Employee further acknowledges that the development or acquisition of such Confidential Information is the result of great effort and expense by the Company, that the Confidential Information is critical to the survival and success of the Company, and that the unauthorized disclosure or use of the Confidential Information would cause the Company irreparable harm.
+
+2. ***Nondisclosure of Confidential Information\***. The Employee agrees that, during the term of [his or her] employment with the Company and thereafter, [he or she] will not disclose the Confidential Information or use it in any way, except on behalf of the Company, whether or not such Confidential Information is produced by the Employee's own efforts. The Employee further agrees, upon termination of [his or her] employment, promptly to deliver to the Company all Confidential Information, whether or not such Confidential Information was produced by the Employee's own efforts, and to refrain from making, retaining or distributing copies thereof.
+
+3. Employee further understands that this agreement does not limit [[his or her] ability to communicate with any Government Agencies or otherwise participate in any investigation or proceeding that may be conducted by any Government Agency, including providing documents or other information, without notice to the Company. More generally, federal law (18 U.S. Code § 1833) provides that an individual shall not be held criminally or civilly liable under any federal or state trade secret law for the disclosure of a trade secret that (A) is made (i) in confidence to a federal, state, or local government official, either directly or indirectly, or to an attorney; and (ii) solely for the purpose of reporting or investigating a suspected violation of law; or (B) is made in a complaint or other document filed in a lawsuit or other proceeding, if such filing is made under seal. Further, an individual who files a lawsuit for retaliation by an employer for reporting a suspected violation of law may disclose the trade secret to the attorney of the individual and use the trade secret information in the court proceeding, if the individual (A) files any document containing the trade secret under seal; and (B) does not disclose the trade secret, except pursuant to court order.
+
+4. ***Noncompetition\***. The Employee agrees that, during the term of [his or her] employment with the Company, and for a period of one (1) year thereafter, [he or she] will not, directly or indirectly, render services to, work for or on behalf of, have an interest in, make any loan to, or assist in any manner any business which engages in work that is the same or substantially similar to any work that Employee performed for the Company during the last 2 years of [his or her] employment. The foregoing shall not prevent the Employee from owning up to one percent (1%) of the outstanding securities of a publicly held corporation which may compete with the Company.
+
+5. During any period during which Employee is prevented from rendering services to a competitor of the Company pursuant to the above paragraph, the Company will pay [him or her] an amount equal to 50 percent of [his or her] highest biweekly salary within the 2 years preceding the termination of [his or her] employment.
+
+6. The terms and conditions of this Agreement and its enforceability shall continue to apply and be valid notwithstanding any change in Employee's duties, responsibilities, position or title with [Employer].
+
+7. ***Notice of Subsequent Employment\***. Employee shall, for a period of one (1) year after the termination of employment with the Company, notify the Company of any change of address, and of any subsequent employment (stating the name and address of the employer and the title and duties of the position) or other business activity. In the event Employee fails to comply with this paragraph the noncompete period set forth in paragraph 5 shall be tolled, and shall commence with the date of the entry of a preliminary injunction.
+
+   The Employee further agrees that the Company may, for a period of one (1) year following termination of the Employee's employment, communicate with the Employee's new employer for the purpose of informing the new employer of the existence of this Agreement and providing the new employer with a copy of this Agreement.
+
+8. ***Return of Company Property\***. The Employee agrees, upon termination of [his or her] employment, promptly to deliver to the Company all files, books, documents, computers, cell phones, USB drives, and other property prepared by or on behalf of the Company or purchased with Company funds and to refrain from making, retaining or distributing copies thereof.
+
+9. ***Specific Performance\***. The Employee acknowledges that a breach of this Agreement by the Employee will cause irreparable injury to the Company, that the Company's remedies at law will be inadequate in case of any such breach, and that the Company will be entitled to preliminary injunctive relief and other injunctive relief in case of any such breach.
+
+10. ***Compliance with Other Agreements\***. The Employee represents and warrants to the Company that the execution of this Agreement by [him or her], [his or her] performance of [his or her] obligations hereunder, and [his or her] employment by the Company will not, with or without the giving of notice or the passage of time, conflict with, result in the breach or termination of, or constitute default under, any agreement to which the Employee is a party or by which the Employee is or may be bound.
+
+11. ***Employment at Will\***. The Employee agrees that [he or she] is an at-will employee of the Company and that [he or she] may terminate [his or her] employment at any time. The Employee further agrees that the Company may similarly terminate the Employee's employment at any time. This Agreement does not create an obligation on the part of the Company or any other person to continue the employment of the Employee.
+
+12. ***Waivers\***. The waiver by the Company or the Employee of any action, right or condition in this Agreement, or of any breach of a provision of this Agreement, shall not constitute a waiver of any other occurrences of the same event.
+
+13. ***Survival; Binding Effect\***. This Agreement shall survive the termination of the Employee's employment with the Company regardless of the manner of such termination, and shall be binding upon the Employee and [his or her] heirs, executors and administrators.
+
+14. ***Assignability by Company\***. This Agreement is assignable by the Company and inures to the benefit of the Company, its subsidiaries, affiliated corporations, successors and assignees. This Agreement, being personal, is not assignable by the Employee.
+
+15. ***Headings; Gender References\***. The section headings in this Agreement are for reference purposes only and shall not be deemed to be a part of this Agreement or to affect the meaning or interpretation of this Agreement. Wherever used herein, the masculine pronoun shall, as appropriate, be construed to include the feminine.
+
+16. ***Entire Agreement; Amendments\***. This Agreement constitutes the entire understanding of the parties with respect to its subject matter, supersedes any prior communication or understanding with respect thereto, and no modification or waiver of any provision hereof shall be valid unless made in writing and signed by the parties.
+
+17. ***Understanding of Agreement\***. THE EMPLOYEE STATES THAT [HE OR SHE] HAS HAD A REASONABLE PERIOD SUFFICIENT TO STUDY, UNDERSTAND AND CONSIDER THIS AGREEMENT, THAT [HE OR SHE] HAS HAD AN OPPORTUNITY TO CONSULT WITH COUNSEL OF [[HIS OR HER] CHOICE, THAT [HE OR SHE] HAS READ THIS AGREEMENT AND UNDERSTANDS ALL OF ITS TERMS, THAT [HE OR SHE] IS ENTERING INTO AND SIGNING THIS AGREEMENT KNOWINGLY AND VOLUNTARILY, AND THAT IN DOING SO [HE OR SHE] IS NOT RELYING UPON ANY STATEMENTS OR REPRESENTATIONS BY THE COMPANY OR ITS AGENTS.
+
+IN WITNESS WHEREOF, the parties have duly executed this Agreement under seal as of September 1, 2024.

noncompete/questions/noncompete_03.md

@@ -0,0 +1,51 @@
+The facts of the case are as follows:
+
+Omega Co., a software company incorporated and headquartered in this state, relies on its proprietary algorithm, MG, to manage supply chains for products. In September 2023, Omega hired Sonia Lee as a data scientist to work on refining the algorithm’s performance. Upon being hired, Lee signed an Employment and Confidentiality Agreement, included below.
+
+Two years later, in December 2025, Lee decided to leave Omega Co. to join Alpha Co., a software company incorporated and headquartered in the same state and city that manages product supply chains.
+
+Omega Co. filed suit against Lee in state court, seeking to enforce the noncompete agreement. Lee has moved to dismiss on the grounds that the noncompete agreement is unenforceable. Are the terms of the noncompete agreement enforceable against Lee?
+
+Text of the agreement:
+
+In consideration of employment of the Employee by the Company and payment to the Employee of salary or wages, this Agreement is made between Omega, Co. (the “Company”), and (the “Employee”).
+
+1. ***Best Efforts\***. The Employee agrees that, during the term of [his or her] employment with the Company, [he or she] will serve the Company faithfully and to the best of his or her ability and will devote [his or her] full business and professional time, energy and diligence to the business and affairs of the Company and to the performance of [his or her] duties as reasonably directed by the President of the Company or anyone designated by [him or her].
+
+2. ***Confidential Information\***. The Employee acknowledges that, in order for [[him or her] to perform [his or her] duties properly, the Company must necessarily entrust the Employee with certain trade secrets and confidential business information (the “Confidential Information”). The Confidential Information includes, but is not limited to, the Company's research and development plans and activities, the Company's manufacturing and production plans and activities, the prices, terms and conditions of the Company's contracts with its customers, the identities, needs and requirements of the Company's customers, the Company's pricing policies and price lists, the Company's business plans and strategies, the Company's marketing plans and strategies, personnel information, and financial information regarding the Company. The Employee further acknowledges that the development or acquisition of such Confidential Information is the result of great effort and expense by the Company, that the Confidential Information is critical to the survival and success of the Company, and that the unauthorized disclosure or use of the Confidential Information would cause the Company irreparable harm.
+
+3. ***Nondisclosure of Confidential Information\***. The Employee agrees that, during the term of [his or her] employment with the Company and thereafter, [he or she] will not disclose the Confidential Information or use it in any way, except on behalf of the Company, whether or not such Confidential Information is produced by the Employee's own efforts. The Employee further agrees, upon termination of [his or her] employment, promptly to deliver to the Company all Confidential Information, whether or not such Confidential Information was produced by the Employee's own efforts, and to refrain from making, retaining or distributing copies thereof.
+
+4. Employee further understands that this agreement does not limit [[his or her] ability to communicate with any Government Agencies or otherwise participate in any investigation or proceeding that may be conducted by any Government Agency, including providing documents or other information, without notice to the Company. More generally, federal law (18 U.S. Code § 1833) provides that an individual shall not be held criminally or civilly liable under any federal or state trade secret law for the disclosure of a trade secret that (A) is made (i) in confidence to a federal, state, or local government official, either directly or indirectly, or to an attorney; and (ii) solely for the purpose of reporting or investigating a suspected violation of law; or (B) is made in a complaint or other document filed in a lawsuit or other proceeding, if such filing is made under seal. Further, an individual who files a lawsuit for retaliation by an employer for reporting a suspected violation of law may disclose the trade secret to the attorney of the individual and use the trade secret information in the court proceeding, if the individual (A) files any document containing the trade secret under seal; and (B) does not disclose the trade secret, except pursuant to court order.
+
+5. ***Noncompetition\***. The Employee agrees that, during the term of [his or her] employment with the Company, and for a period of ten (10) years thereafter, [he or she] will not, directly or indirectly, render services to, work for or on behalf of, have an interest in, make any loan to, or assist in any manner any business which engages in work that is the same or substantially similar to any work that Employee performed for the Company during the last 2 years of [his or her] employment. The foregoing shall not prevent the Employee from owning up to one percent (1%) of the outstanding securities of a publicly held corporation which may compete with the Company.
+
+6. During any period during which Employee is prevented from rendering services to a competitor of the Company pursuant to the above paragraph, the Company will pay [him or her] an amount equal to 50 percent of [his or her] highest biweekly salary within the 2 years preceding the termination of [his or her] employment.
+
+7. The terms and conditions of this Agreement and its enforceability shall continue to apply and be valid notwithstanding any change in Employee's duties, responsibilities, position or title with [Employer].
+
+8. ***Notice of Subsequent Employment\***. Employee shall, for a period of ten (10) years after the termination of employment with the Company, notify the Company of any change of address, and of any subsequent employment (stating the name and address of the employer and the title and duties of the position) or other business activity. In the event Employee fails to comply with this paragraph the noncompete period set forth in paragraph 5 shall be tolled, and shall commence with the date of the entry of a preliminary injunction.
+
+   The Employee further agrees that the Company may, for a period of ten (10) years following termination of the Employee's employment, communicate with the Employee's new employer for the purpose of informing the new employer of the existence of this Agreement and providing the new employer with a copy of this Agreement.
+
+9. ***Return of Company Property\***. The Employee agrees, upon termination of [his or her] employment, promptly to deliver to the Company all files, books, documents, computers, cell phones, USB drives, and other property prepared by or on behalf of the Company or purchased with Company funds and to refrain from making, retaining or distributing copies thereof.
+
+10. ***Specific Performance\***. The Employee acknowledges that a breach of this Agreement by the Employee will cause irreparable injury to the Company, that the Company's remedies at law will be inadequate in case of any such breach, and that the Company will be entitled to preliminary injunctive relief and other injunctive relief in case of any such breach.
+
+11. ***Compliance with Other Agreements\***. The Employee represents and warrants to the Company that the execution of this Agreement by [him or her], [his or her] performance of [his or her] obligations hereunder, and [his or her] employment by the Company will not, with or without the giving of notice or the passage of time, conflict with, result in the breach or termination of, or constitute default under, any agreement to which the Employee is a party or by which the Employee is or may be bound.
+
+12. ***Employment at Will\***. The Employee agrees that [he or she] is an at-will employee of the Company and that [he or she] may terminate [his or her] employment at any time. The Employee further agrees that the Company may similarly terminate the Employee's employment at any time. This Agreement does not create an obligation on the part of the Company or any other person to continue the employment of the Employee.
+
+13. ***Waivers\***. The waiver by the Company or the Employee of any action, right or condition in this Agreement, or of any breach of a provision of this Agreement, shall not constitute a waiver of any other occurrences of the same event.
+
+14. ***Survival; Binding Effect\***. This Agreement shall survive the termination of the Employee's employment with the Company regardless of the manner of such termination, and shall be binding upon the Employee and [his or her] heirs, executors and administrators.
+
+15. ***Assignability by Company\***. This Agreement is assignable by the Company and inures to the benefit of the Company, its subsidiaries, affiliated corporations, successors and assignees. This Agreement, being personal, is not assignable by the Employee.
+
+16. ***Headings; Gender References\***. The section headings in this Agreement are for reference purposes only and shall not be deemed to be a part of this Agreement or to affect the meaning or interpretation of this Agreement. Wherever used herein, the masculine pronoun shall, as appropriate, be construed to include the feminine.
+
+17. ***Entire Agreement; Amendments\***. This Agreement constitutes the entire understanding of the parties with respect to its subject matter, supersedes any prior communication or understanding with respect thereto, and no modification or waiver of any provision hereof shall be valid unless made in writing and signed by the parties.
+
+18. ***Understanding of Agreement\***. THE EMPLOYEE STATES THAT [HE OR SHE] HAS HAD A REASONABLE PERIOD SUFFICIENT TO STUDY, UNDERSTAND AND CONSIDER THIS AGREEMENT, THAT [HE OR SHE] HAS HAD AN OPPORTUNITY TO CONSULT WITH COUNSEL OF [[HIS OR HER] CHOICE, THAT [HE OR SHE] HAS READ THIS AGREEMENT AND UNDERSTANDS ALL OF ITS TERMS, THAT [HE OR SHE] IS ENTERING INTO AND SIGNING THIS AGREEMENT KNOWINGLY AND VOLUNTARILY, AND THAT IN DOING SO [HE OR SHE] IS NOT RELYING UPON ANY STATEMENTS OR REPRESENTATIONS BY THE COMPANY OR ITS AGENTS.
+
+IN WITNESS WHEREOF, the parties have duly executed this Agreement under seal as of September 1, 2023.

noncompete/questions/noncompete_04.md

@@ -0,0 +1,53 @@
+The facts of the case are as follows:
+
+Omega Co., a software company incorporated and headquartered in this state, relies on its proprietary algorithm, MG, to manage supply chains for products. In September 2023, Omega hired Sonia Lee as a software developer. Upon being hired, Lee signed an Employment and Confidentiality Agreement, included below.
+
+Although the agreement mentions Lee having access to and being prohibited from disclosing confidential trade secret information, Lee was never exposed to confidential material on any projects she worked on for Omega Co. She had no interaction with customers or clients and has no information on Omego Co.’s clients or customers.
+
+Two years later, in December 2025, Lee decided to leave Omega Co. to join Alpha Co., a software company incorporated and headquartered in the same state and city that manages product supply chains.
+
+Omega Co. filed suit against Lee in state court, seeking to enforce the noncompete agreement. Lee has moved to dismiss on the grounds that the noncompete agreement is unenforceable. Will the court enforce the noncompete agreement and prevent Lee from working for Alpha Co.?
+
+Text of the agreement:
+
+In consideration of employment of the Employee by the Company and payment to the Employee of salary or wages, this Agreement is made between Omega, Co. (the “Company”), and (the “Employee”).
+
+1. ***Best Efforts\***. The Employee agrees that, during the term of [his or her] employment with the Company, [he or she] will serve the Company faithfully and to the best of his or her ability and will devote [his or her] full business and professional time, energy and diligence to the business and affairs of the Company and to the performance of [his or her] duties as reasonably directed by the President of the Company or anyone designated by [him or her].
+
+2. ***Confidential Information\***. The Employee acknowledges that, in order for [[him or her] to perform [his or her] duties properly, the Company must necessarily entrust the Employee with certain trade secrets and confidential business information (the “Confidential Information”). The Confidential Information includes, but is not limited to, the Company's research and development plans and activities, the Company's manufacturing and production plans and activities, the prices, terms and conditions of the Company's contracts with its customers, the identities, needs and requirements of the Company's customers, the Company's pricing policies and price lists, the Company's business plans and strategies, the Company's marketing plans and strategies, personnel information, and financial information regarding the Company. The Employee further acknowledges that the development or acquisition of such Confidential Information is the result of great effort and expense by the Company, that the Confidential Information is critical to the survival and success of the Company, and that the unauthorized disclosure or use of the Confidential Information would cause the Company irreparable harm.
+
+3. ***Nondisclosure of Confidential Information\***. The Employee agrees that, during the term of [his or her] employment with the Company and thereafter, [he or she] will not disclose the Confidential Information or use it in any way, except on behalf of the Company, whether or not such Confidential Information is produced by the Employee's own efforts. The Employee further agrees, upon termination of [his or her] employment, promptly to deliver to the Company all Confidential Information, whether or not such Confidential Information was produced by the Employee's own efforts, and to refrain from making, retaining or distributing copies thereof.
+
+4. Employee further understands that this agreement does not limit [[his or her] ability to communicate with any Government Agencies or otherwise participate in any investigation or proceeding that may be conducted by any Government Agency, including providing documents or other information, without notice to the Company. More generally, federal law (18 U.S. Code § 1833) provides that an individual shall not be held criminally or civilly liable under any federal or state trade secret law for the disclosure of a trade secret that (A) is made (i) in confidence to a federal, state, or local government official, either directly or indirectly, or to an attorney; and (ii) solely for the purpose of reporting or investigating a suspected violation of law; or (B) is made in a complaint or other document filed in a lawsuit or other proceeding, if such filing is made under seal. Further, an individual who files a lawsuit for retaliation by an employer for reporting a suspected violation of law may disclose the trade secret to the attorney of the individual and use the trade secret information in the court proceeding, if the individual (A) files any document containing the trade secret under seal; and (B) does not disclose the trade secret, except pursuant to court order.
+
+5. ***Noncompetition\***. The Employee agrees that, during the term of [his or her] employment with the Company, and for a period of one (1) year thereafter, [he or she] will not, directly or indirectly, render services to, work for or on behalf of, have an interest in, make any loan to, or assist in any manner any business which engages in work that is the same or substantially similar to any work that Employee performed for the Company during the last 2 years of [his or her] employment. The foregoing shall not prevent the Employee from owning up to one percent (1%) of the outstanding securities of a publicly held corporation which may compete with the Company.
+
+6. During any period during which Employee is prevented from rendering services to a competitor of the Company pursuant to the above paragraph, the Company will pay [him or her] an amount equal to 50 percent of [his or her] highest biweekly salary within the 2 years preceding the termination of [his or her] employment.
+
+7. The terms and conditions of this Agreement and its enforceability shall continue to apply and be valid notwithstanding any change in Employee's duties, responsibilities, position or title with [Employer].
+
+8. ***Notice of Subsequent Employment\***. Employee shall, for a period of one (1) year after the termination of employment with the Company, notify the Company of any change of address, and of any subsequent employment (stating the name and address of the employer and the title and duties of the position) or other business activity. In the event Employee fails to comply with this paragraph the noncompete period set forth in paragraph 5 shall be tolled, and shall commence with the date of the entry of a preliminary injunction.
+
+   The Employee further agrees that the Company may, for a period of one (1) year following termination of the Employee's employment, communicate with the Employee's new employer for the purpose of informing the new employer of the existence of this Agreement and providing the new employer with a copy of this Agreement.
+
+9. ***Return of Company Property\***. The Employee agrees, upon termination of [his or her] employment, promptly to deliver to the Company all files, books, documents, computers, cell phones, USB drives, and other property prepared by or on behalf of the Company or purchased with Company funds and to refrain from making, retaining or distributing copies thereof.
+
+10. ***Specific Performance\***. The Employee acknowledges that a breach of this Agreement by the Employee will cause irreparable injury to the Company, that the Company's remedies at law will be inadequate in case of any such breach, and that the Company will be entitled to preliminary injunctive relief and other injunctive relief in case of any such breach.
+
+11. ***Compliance with Other Agreements\***. The Employee represents and warrants to the Company that the execution of this Agreement by [him or her], [his or her] performance of [his or her] obligations hereunder, and [his or her] employment by the Company will not, with or without the giving of notice or the passage of time, conflict with, result in the breach or termination of, or constitute default under, any agreement to which the Employee is a party or by which the Employee is or may be bound.
+
+12. ***Employment at Will\***. The Employee agrees that [he or she] is an at-will employee of the Company and that [he or she] may terminate [his or her] employment at any time. The Employee further agrees that the Company may similarly terminate the Employee's employment at any time. This Agreement does not create an obligation on the part of the Company or any other person to continue the employment of the Employee.
+
+13. ***Waivers\***. The waiver by the Company or the Employee of any action, right or condition in this Agreement, or of any breach of a provision of this Agreement, shall not constitute a waiver of any other occurrences of the same event.
+
+14. ***Survival; Binding Effect\***. This Agreement shall survive the termination of the Employee's employment with the Company regardless of the manner of such termination, and shall be binding upon the Employee and [his or her] heirs, executors and administrators.
+
+15. ***Assignability by Company\***. This Agreement is assignable by the Company and inures to the benefit of the Company, its subsidiaries, affiliated corporations, successors and assignees. This Agreement, being personal, is not assignable by the Employee.
+
+16. ***Headings; Gender References\***. The section headings in this Agreement are for reference purposes only and shall not be deemed to be a part of this Agreement or to affect the meaning or interpretation of this Agreement. Wherever used herein, the masculine pronoun shall, as appropriate, be construed to include the feminine.
+
+17. ***Entire Agreement; Amendments\***. This Agreement constitutes the entire understanding of the parties with respect to its subject matter, supersedes any prior communication or understanding with respect thereto, and no modification or waiver of any provision hereof shall be valid unless made in writing and signed by the parties.
+
+18. ***Understanding of Agreement\***. THE EMPLOYEE STATES THAT [HE OR SHE] HAS HAD A REASONABLE PERIOD SUFFICIENT TO STUDY, UNDERSTAND AND CONSIDER THIS AGREEMENT, THAT [HE OR SHE] HAS HAD AN OPPORTUNITY TO CONSULT WITH COUNSEL OF [[HIS OR HER] CHOICE, THAT [HE OR SHE] HAS READ THIS AGREEMENT AND UNDERSTANDS ALL OF ITS TERMS, THAT [HE OR SHE] IS ENTERING INTO AND SIGNING THIS AGREEMENT KNOWINGLY AND VOLUNTARILY, AND THAT IN DOING SO [HE OR SHE] IS NOT RELYING UPON ANY STATEMENTS OR REPRESENTATIONS BY THE COMPANY OR ITS AGENTS.
+
+IN WITNESS WHEREOF, the parties have duly executed this Agreement under seal as of September 1, 2023.

noncompete/questions/noncompete_05.md

@@ -0,0 +1,51 @@
+The facts of the case are as follows:
+
+Omega Co., a software company incorporated and headquartered in this state, relies on its proprietary algorithm, MG, to manage supply chains for products. In September 2025, Omega hired Sonia Lee as a data scientist to work on refining the algorithm’s performance. Upon being hired, Lee signed an Employment and Confidentiality Agreement, included below.
+
+In May 2026, Lee decided to leave Omega Co. to join Alpha Co., a software company incorporated and headquartered in the same state and city that manages product supply chains.
+
+Omega Co. filed suit against Lee in state court, seeking to enforce the noncompete agreement. Lee has moved to dismiss on the grounds that the noncompete agreement is unenforceable. Will the court enforce the noncompete agreement and prevent Lee from working for Alpha Co.?
+
+Text of the agreement:
+
+In consideration of employment of the Employee by the Company and payment to the Employee of salary or wages, this Agreement is made between Omega, Co. (the “Company”), and (the “Employee”).
+
+1. ***Best Efforts\***. The Employee agrees that, during the term of [his or her] employment with the Company, [he or she] will serve the Company faithfully and to the best of his or her ability and will devote [his or her] full business and professional time, energy and diligence to the business and affairs of the Company and to the performance of [his or her] duties as reasonably directed by the President of the Company or anyone designated by [him or her].
+
+2. ***Confidential Information\***. The Employee acknowledges that, in order for [[him or her] to perform [his or her] duties properly, the Company must necessarily entrust the Employee with certain trade secrets and confidential business information (the “Confidential Information”). The Confidential Information includes, but is not limited to, the Company's research and development plans and activities, the Company's manufacturing and production plans and activities, the prices, terms and conditions of the Company's contracts with its customers, the identities, needs and requirements of the Company's customers, the Company's pricing policies and price lists, the Company's business plans and strategies, the Company's marketing plans and strategies, personnel information, and financial information regarding the Company. The Employee further acknowledges that the development or acquisition of such Confidential Information is the result of great effort and expense by the Company, that the Confidential Information is critical to the survival and success of the Company, and that the unauthorized disclosure or use of the Confidential Information would cause the Company irreparable harm.
+
+3. ***Nondisclosure of Confidential Information\***. The Employee agrees that, during the term of [his or her] employment with the Company and thereafter, [he or she] will not disclose the Confidential Information or use it in any way, except on behalf of the Company, whether or not such Confidential Information is produced by the Employee's own efforts. The Employee further agrees, upon termination of [his or her] employment, promptly to deliver to the Company all Confidential Information, whether or not such Confidential Information was produced by the Employee's own efforts, and to refrain from making, retaining or distributing copies thereof.
+
+4. Employee further understands that this agreement does not limit [[his or her] ability to communicate with any Government Agencies or otherwise participate in any investigation or proceeding that may be conducted by any Government Agency, including providing documents or other information, without notice to the Company. More generally, federal law (18 U.S. Code § 1833) provides that an individual shall not be held criminally or civilly liable under any federal or state trade secret law for the disclosure of a trade secret that (A) is made (i) in confidence to a federal, state, or local government official, either directly or indirectly, or to an attorney; and (ii) solely for the purpose of reporting or investigating a suspected violation of law; or (B) is made in a complaint or other document filed in a lawsuit or other proceeding, if such filing is made under seal. Further, an individual who files a lawsuit for retaliation by an employer for reporting a suspected violation of law may disclose the trade secret to the attorney of the individual and use the trade secret information in the court proceeding, if the individual (A) files any document containing the trade secret under seal; and (B) does not disclose the trade secret, except pursuant to court order.
+
+5. ***Noncompetition\***. The Employee agrees that, during the term of [his or her] employment with the Company, and for a period of one (1) year thereafter, [he or she] will not, directly or indirectly, render services to, work for or on behalf of, have an interest in, make any loan to, or assist in any manner any business which engages in work that is the same or substantially similar to any work that Employee performed for the Company during the last 2 years of [his or her] employment. The foregoing shall not prevent the Employee from owning up to one percent (1%) of the outstanding securities of a publicly held corporation which may compete with the Company.
+
+6. During any period during which Employee is prevented from rendering services to a competitor of the Company pursuant to the above paragraph, the Company will pay [him or her] an amount equal to 50 percent of [his or her] highest biweekly salary within the 2 years preceding the termination of [his or her] employment.
+
+7. The terms and conditions of this Agreement and its enforceability shall continue to apply and be valid notwithstanding any change in Employee's duties, responsibilities, position or title with [Employer].
+
+8. ***Notice of Subsequent Employment\***. Employee shall, for a period of one (1) year after the termination of employment with the Company, notify the Company of any change of address, and of any subsequent employment (stating the name and address of the employer and the title and duties of the position) or other business activity. In the event Employee fails to comply with this paragraph the noncompete period set forth in paragraph 5 shall be tolled, and shall commence with the date of the entry of a preliminary injunction.
+
+   The Employee further agrees that the Company may, for a period of one (1) year following termination of the Employee's employment, communicate with the Employee's new employer for the purpose of informing the new employer of the existence of this Agreement and providing the new employer with a copy of this Agreement.
+
+9. ***Return of Company Property\***. The Employee agrees, upon termination of [his or her] employment, promptly to deliver to the Company all files, books, documents, computers, cell phones, USB drives, and other property prepared by or on behalf of the Company or purchased with Company funds and to refrain from making, retaining or distributing copies thereof.
+
+10. ***Specific Performance\***. The Employee acknowledges that a breach of this Agreement by the Employee will cause irreparable injury to the Company, that the Company's remedies at law will be inadequate in case of any such breach, and that the Company will be entitled to preliminary injunctive relief and other injunctive relief in case of any such breach.
+
+11. ***Compliance with Other Agreements\***. The Employee represents and warrants to the Company that the execution of this Agreement by [him or her], [his or her] performance of [his or her] obligations hereunder, and [his or her] employment by the Company will not, with or without the giving of notice or the passage of time, conflict with, result in the breach or termination of, or constitute default under, any agreement to which the Employee is a party or by which the Employee is or may be bound.
+
+12. ***Employment at Will\***. The Employee agrees that [he or she] is an at-will employee of the Company and that [he or she] may terminate [his or her] employment at any time. The Employee further agrees that the Company may similarly terminate the Employee's employment at any time. This Agreement does not create an obligation on the part of the Company or any other person to continue the employment of the Employee.
+
+13. ***Waivers\***. The waiver by the Company or the Employee of any action, right or condition in this Agreement, or of any breach of a provision of this Agreement, shall not constitute a waiver of any other occurrences of the same event.
+
+14. ***Survival; Binding Effect\***. This Agreement shall survive the termination of the Employee's employment with the Company regardless of the manner of such termination, and shall be binding upon the Employee and [his or her] heirs, executors and administrators.
+
+15. ***Assignability by Company\***. This Agreement is assignable by the Company and inures to the benefit of the Company, its subsidiaries, affiliated corporations, successors and assignees. This Agreement, being personal, is not assignable by the Employee.
+
+16. ***Headings; Gender References\***. The section headings in this Agreement are for reference purposes only and shall not be deemed to be a part of this Agreement or to affect the meaning or interpretation of this Agreement. Wherever used herein, the masculine pronoun shall, as appropriate, be construed to include the feminine.
+
+17. ***Entire Agreement; Amendments\***. This Agreement constitutes the entire understanding of the parties with respect to its subject matter, supersedes any prior communication or understanding with respect thereto, and no modification or waiver of any provision hereof shall be valid unless made in writing and signed by the parties.
+
+18. ***Understanding of Agreement\***. THE EMPLOYEE STATES THAT [HE OR SHE] HAS HAD A REASONABLE PERIOD SUFFICIENT TO STUDY, UNDERSTAND AND CONSIDER THIS AGREEMENT, THAT [HE OR SHE] HAS HAD AN OPPORTUNITY TO CONSULT WITH COUNSEL OF [[HIS OR HER] CHOICE, THAT [HE OR SHE] HAS READ THIS AGREEMENT AND UNDERSTANDS ALL OF ITS TERMS, THAT [HE OR SHE] IS ENTERING INTO AND SIGNING THIS AGREEMENT KNOWINGLY AND VOLUNTARILY, AND THAT IN DOING SO [HE OR SHE] IS NOT RELYING UPON ANY STATEMENTS OR REPRESENTATIONS BY THE COMPANY OR ITS AGENTS.
+
+IN WITNESS WHEREOF, the parties have duly executed this Agreement under seal as of September 1, 2025.

noncompete/questions/noncompete_06.md

@@ -0,0 +1,51 @@
+The facts of the case are as follows:
+
+Omega Co., a software company incorporated and headquartered in this state, relies on its proprietary algorithm, MG, to manage supply chains for products. In September 2025, Omega hired Sonia Lee as its Chief Technology Officer (CTO). Upon being hired, Lee signed an Employment and Confidentiality Agreement, included below.
+
+In May 2026, Lee decided to leave Omega Co. to join Alpha Co., a software company incorporated and headquartered in the same state and city that manages product supply chains.
+
+Omega Co. filed suit against Lee in state court, seeking to enforce the noncompete agreement. Lee has moved to dismiss on the grounds that the noncompete agreement is unenforceable. Will the court enforce the noncompete agreement and prevent Lee from working for Alpha Co.?
+
+Text of the agreement:
+
+In consideration of employment of the Employee by the Company and payment to the Employee of salary or wages, this Agreement is made between Omega, Co. (the “Company”), and (the “Employee”).
+
+1. ***Best Efforts\***. The Employee agrees that, during the term of [his or her] employment with the Company, [he or she] will serve the Company faithfully and to the best of his or her ability and will devote [his or her] full business and professional time, energy and diligence to the business and affairs of the Company and to the performance of [his or her] duties as reasonably directed by the President of the Company or anyone designated by [him or her].
+
+2. ***Confidential Information\***. The Employee acknowledges that, in order for [[him or her] to perform [his or her] duties properly, the Company must necessarily entrust the Employee with certain trade secrets and confidential business information (the “Confidential Information”). The Confidential Information includes, but is not limited to, the Company's research and development plans and activities, the Company's manufacturing and production plans and activities, the prices, terms and conditions of the Company's contracts with its customers, the identities, needs and requirements of the Company's customers, the Company's pricing policies and price lists, the Company's business plans and strategies, the Company's marketing plans and strategies, personnel information, and financial information regarding the Company. The Employee further acknowledges that the development or acquisition of such Confidential Information is the result of great effort and expense by the Company, that the Confidential Information is critical to the survival and success of the Company, and that the unauthorized disclosure or use of the Confidential Information would cause the Company irreparable harm.
+
+3. ***Nondisclosure of Confidential Information\***. The Employee agrees that, during the term of [his or her] employment with the Company and thereafter, [he or she] will not disclose the Confidential Information or use it in any way, except on behalf of the Company, whether or not such Confidential Information is produced by the Employee's own efforts. The Employee further agrees, upon termination of [his or her] employment, promptly to deliver to the Company all Confidential Information, whether or not such Confidential Information was produced by the Employee's own efforts, and to refrain from making, retaining or distributing copies thereof.
+
+4. Employee further understands that this agreement does not limit [[his or her] ability to communicate with any Government Agencies or otherwise participate in any investigation or proceeding that may be conducted by any Government Agency, including providing documents or other information, without notice to the Company. More generally, federal law (18 U.S. Code § 1833) provides that an individual shall not be held criminally or civilly liable under any federal or state trade secret law for the disclosure of a trade secret that (A) is made (i) in confidence to a federal, state, or local government official, either directly or indirectly, or to an attorney; and (ii) solely for the purpose of reporting or investigating a suspected violation of law; or (B) is made in a complaint or other document filed in a lawsuit or other proceeding, if such filing is made under seal. Further, an individual who files a lawsuit for retaliation by an employer for reporting a suspected violation of law may disclose the trade secret to the attorney of the individual and use the trade secret information in the court proceeding, if the individual (A) files any document containing the trade secret under seal; and (B) does not disclose the trade secret, except pursuant to court order.
+
+5. ***Noncompetition\***. The Employee agrees that, during the term of [his or her] employment with the Company, and for a period of one (1) year thereafter, [he or she] will not, directly or indirectly, render services to, work for or on behalf of, have an interest in, make any loan to, or assist in any manner any business which engages in work that is the same or substantially similar to any work that Employee performed for the Company during the last 2 years of [his or her] employment. The foregoing shall not prevent the Employee from owning up to one percent (1%) of the outstanding securities of a publicly held corporation which may compete with the Company.
+
+6. During any period during which Employee is prevented from rendering services to a competitor of the Company pursuant to the above paragraph, the Company will pay [him or her] an amount equal to 50 percent of [his or her] highest biweekly salary within the 2 years preceding the termination of [his or her] employment.
+
+7. The terms and conditions of this Agreement and its enforceability shall continue to apply and be valid notwithstanding any change in Employee's duties, responsibilities, position or title with [Employer].
+
+8. ***Notice of Subsequent Employment\***. Employee shall, for a period of one (1) year after the termination of employment with the Company, notify the Company of any change of address, and of any subsequent employment (stating the name and address of the employer and the title and duties of the position) or other business activity. In the event Employee fails to comply with this paragraph the noncompete period set forth in paragraph 5 shall be tolled, and shall commence with the date of the entry of a preliminary injunction.
+
+   The Employee further agrees that the Company may, for a period of one (1) year following termination of the Employee's employment, communicate with the Employee's new employer for the purpose of informing the new employer of the existence of this Agreement and providing the new employer with a copy of this Agreement.
+
+9. ***Return of Company Property\***. The Employee agrees, upon termination of [his or her] employment, promptly to deliver to the Company all files, books, documents, computers, cell phones, USB drives, and other property prepared by or on behalf of the Company or purchased with Company funds and to refrain from making, retaining or distributing copies thereof.
+
+10. ***Specific Performance\***. The Employee acknowledges that a breach of this Agreement by the Employee will cause irreparable injury to the Company, that the Company's remedies at law will be inadequate in case of any such breach, and that the Company will be entitled to preliminary injunctive relief and other injunctive relief in case of any such breach.
+
+11. ***Compliance with Other Agreements\***. The Employee represents and warrants to the Company that the execution of this Agreement by [him or her], [his or her] performance of [his or her] obligations hereunder, and [his or her] employment by the Company will not, with or without the giving of notice or the passage of time, conflict with, result in the breach or termination of, or constitute default under, any agreement to which the Employee is a party or by which the Employee is or may be bound.
+
+12. ***Employment at Will\***. The Employee agrees that [he or she] is an at-will employee of the Company and that [he or she] may terminate [his or her] employment at any time. The Employee further agrees that the Company may similarly terminate the Employee's employment at any time. This Agreement does not create an obligation on the part of the Company or any other person to continue the employment of the Employee.
+
+13. ***Waivers\***. The waiver by the Company or the Employee of any action, right or condition in this Agreement, or of any breach of a provision of this Agreement, shall not constitute a waiver of any other occurrences of the same event.
+
+14. ***Survival; Binding Effect\***. This Agreement shall survive the termination of the Employee's employment with the Company regardless of the manner of such termination, and shall be binding upon the Employee and [his or her] heirs, executors and administrators.
+
+15. ***Assignability by Company\***. This Agreement is assignable by the Company and inures to the benefit of the Company, its subsidiaries, affiliated corporations, successors and assignees. This Agreement, being personal, is not assignable by the Employee.
+
+16. ***Headings; Gender References\***. The section headings in this Agreement are for reference purposes only and shall not be deemed to be a part of this Agreement or to affect the meaning or interpretation of this Agreement. Wherever used herein, the masculine pronoun shall, as appropriate, be construed to include the feminine.
+
+17. ***Entire Agreement; Amendments\***. This Agreement constitutes the entire understanding of the parties with respect to its subject matter, supersedes any prior communication or understanding with respect thereto, and no modification or waiver of any provision hereof shall be valid unless made in writing and signed by the parties.
+
+18. ***Understanding of Agreement\***. THE EMPLOYEE STATES THAT [HE OR SHE] HAS HAD A REASONABLE PERIOD SUFFICIENT TO STUDY, UNDERSTAND AND CONSIDER THIS AGREEMENT, THAT [HE OR SHE] HAS HAD AN OPPORTUNITY TO CONSULT WITH COUNSEL OF [[HIS OR HER] CHOICE, THAT [HE OR SHE] HAS READ THIS AGREEMENT AND UNDERSTANDS ALL OF ITS TERMS, THAT [HE OR SHE] IS ENTERING INTO AND SIGNING THIS AGREEMENT KNOWINGLY AND VOLUNTARILY, AND THAT IN DOING SO [HE OR SHE] IS NOT RELYING UPON ANY STATEMENTS OR REPRESENTATIONS BY THE COMPANY OR ITS AGENTS.
+
+IN WITNESS WHEREOF, the parties have duly executed this Agreement under seal as of September 1, 2025.

noncompete/questions/noncompete_07.md

@@ -0,0 +1,51 @@
+The facts of the case are as follows:
+
+Omega Co., a software company incorporated and headquartered in this state, relies on its proprietary algorithm, MG, to manage supply chains for products. In September 2023, Omega hired Sonia Lee as a data scientist to work on refining the algorithm’s performance. Upon being hired, Lee signed an Employment and Confidentiality Agreement, included below.
+
+Two years later, in December 2025, Lee decided to leave Omega Co. to join Alpha Co., a software company incorporated and headquartered in the same state and city that manages product supply chains.
+
+Omega Co. filed suit against Lee in state court, seeking to enforce the noncompete agreement. Lee has moved to dismiss on the grounds that the noncompete agreement is unenforceable. If the court finds that ten years is an unreasonable length of time for the noncompete agreement to be enforceable, can the court rewrite the noncompete agreement to last for two years instead of ten?
+
+Text of the agreement:
+
+In consideration of employment of the Employee by the Company and payment to the Employee of salary or wages, this Agreement is made between Omega, Co. (the “Company”), and (the “Employee”).
+
+1. ***Best Efforts\***. The Employee agrees that, during the term of [his or her] employment with the Company, [he or she] will serve the Company faithfully and to the best of his or her ability and will devote [his or her] full business and professional time, energy and diligence to the business and affairs of the Company and to the performance of [his or her] duties as reasonably directed by the President of the Company or anyone designated by [him or her].
+
+2. ***Confidential Information\***. The Employee acknowledges that, in order for [[him or her] to perform [his or her] duties properly, the Company must necessarily entrust the Employee with certain trade secrets and confidential business information (the “Confidential Information”). The Confidential Information includes, but is not limited to, the Company's research and development plans and activities, the Company's manufacturing and production plans and activities, the prices, terms and conditions of the Company's contracts with its customers, the identities, needs and requirements of the Company's customers, the Company's pricing policies and price lists, the Company's business plans and strategies, the Company's marketing plans and strategies, personnel information, and financial information regarding the Company. The Employee further acknowledges that the development or acquisition of such Confidential Information is the result of great effort and expense by the Company, that the Confidential Information is critical to the survival and success of the Company, and that the unauthorized disclosure or use of the Confidential Information would cause the Company irreparable harm.
+
+3. ***Nondisclosure of Confidential Information\***. The Employee agrees that, during the term of [his or her] employment with the Company and thereafter, [he or she] will not disclose the Confidential Information or use it in any way, except on behalf of the Company, whether or not such Confidential Information is produced by the Employee's own efforts. The Employee further agrees, upon termination of [his or her] employment, promptly to deliver to the Company all Confidential Information, whether or not such Confidential Information was produced by the Employee's own efforts, and to refrain from making, retaining or distributing copies thereof.
+
+4. Employee further understands that this agreement does not limit [[his or her] ability to communicate with any Government Agencies or otherwise participate in any investigation or proceeding that may be conducted by any Government Agency, including providing documents or other information, without notice to the Company. More generally, federal law (18 U.S. Code § 1833) provides that an individual shall not be held criminally or civilly liable under any federal or state trade secret law for the disclosure of a trade secret that (A) is made (i) in confidence to a federal, state, or local government official, either directly or indirectly, or to an attorney; and (ii) solely for the purpose of reporting or investigating a suspected violation of law; or (B) is made in a complaint or other document filed in a lawsuit or other proceeding, if such filing is made under seal. Further, an individual who files a lawsuit for retaliation by an employer for reporting a suspected violation of law may disclose the trade secret to the attorney of the individual and use the trade secret information in the court proceeding, if the individual (A) files any document containing the trade secret under seal; and (B) does not disclose the trade secret, except pursuant to court order.
+
+5. ***Noncompetition\***. The Employee agrees that, during the term of [his or her] employment with the Company, and for a period of ten (10) years thereafter, [he or she] will not, directly or indirectly, render services to, work for or on behalf of, have an interest in, make any loan to, or assist in any manner any business which engages in work that is the same or substantially similar to any work that Employee performed for the Company during the last 2 years of [his or her] employment. The foregoing shall not prevent the Employee from owning up to one percent (1%) of the outstanding securities of a publicly held corporation which may compete with the Company.
+
+6. During any period during which Employee is prevented from rendering services to a competitor of the Company pursuant to the above paragraph, the Company will pay [him or her] an amount equal to 50 percent of [his or her] highest biweekly salary within the 2 years preceding the termination of [his or her] employment.
+
+7. The terms and conditions of this Agreement and its enforceability shall continue to apply and be valid notwithstanding any change in Employee's duties, responsibilities, position or title with [Employer].
+
+8. ***Notice of Subsequent Employment\***. Employee shall, for a period of ten (10) years after the termination of employment with the Company, notify the Company of any change of address, and of any subsequent employment (stating the name and address of the employer and the title and duties of the position) or other business activity. In the event Employee fails to comply with this paragraph the noncompete period set forth in paragraph 5 shall be tolled, and shall commence with the date of the entry of a preliminary injunction.
+
+   The Employee further agrees that the Company may, for a period of ten (10) years following termination of the Employee's employment, communicate with the Employee's new employer for the purpose of informing the new employer of the existence of this Agreement and providing the new employer with a copy of this Agreement.
+
+9. ***Return of Company Property\***. The Employee agrees, upon termination of [his or her] employment, promptly to deliver to the Company all files, books, documents, computers, cell phones, USB drives, and other property prepared by or on behalf of the Company or purchased with Company funds and to refrain from making, retaining or distributing copies thereof.
+
+10. ***Specific Performance\***. The Employee acknowledges that a breach of this Agreement by the Employee will cause irreparable injury to the Company, that the Company's remedies at law will be inadequate in case of any such breach, and that the Company will be entitled to preliminary injunctive relief and other injunctive relief in case of any such breach.
+
+11. ***Compliance with Other Agreements\***. The Employee represents and warrants to the Company that the execution of this Agreement by [him or her], [his or her] performance of [his or her] obligations hereunder, and [his or her] employment by the Company will not, with or without the giving of notice or the passage of time, conflict with, result in the breach or termination of, or constitute default under, any agreement to which the Employee is a party or by which the Employee is or may be bound.
+
+12. ***Employment at Will\***. The Employee agrees that [he or she] is an at-will employee of the Company and that [he or she] may terminate [his or her] employment at any time. The Employee further agrees that the Company may similarly terminate the Employee's employment at any time. This Agreement does not create an obligation on the part of the Company or any other person to continue the employment of the Employee.
+
+13. ***Waivers\***. The waiver by the Company or the Employee of any action, right or condition in this Agreement, or of any breach of a provision of this Agreement, shall not constitute a waiver of any other occurrences of the same event.
+
+14. ***Survival; Binding Effect\***. This Agreement shall survive the termination of the Employee's employment with the Company regardless of the manner of such termination, and shall be binding upon the Employee and [his or her] heirs, executors and administrators.
+
+15. ***Assignability by Company\***. This Agreement is assignable by the Company and inures to the benefit of the Company, its subsidiaries, affiliated corporations, successors and assignees. This Agreement, being personal, is not assignable by the Employee.
+
+16. ***Headings; Gender References\***. The section headings in this Agreement are for reference purposes only and shall not be deemed to be a part of this Agreement or to affect the meaning or interpretation of this Agreement. Wherever used herein, the masculine pronoun shall, as appropriate, be construed to include the feminine.
+
+17. ***Entire Agreement; Amendments\***. This Agreement constitutes the entire understanding of the parties with respect to its subject matter, supersedes any prior communication or understanding with respect thereto, and no modification or waiver of any provision hereof shall be valid unless made in writing and signed by the parties.
+
+18. ***Understanding of Agreement\***. THE EMPLOYEE STATES THAT [HE OR SHE] HAS HAD A REASONABLE PERIOD SUFFICIENT TO STUDY, UNDERSTAND AND CONSIDER THIS AGREEMENT, THAT [HE OR SHE] HAS HAD AN OPPORTUNITY TO CONSULT WITH COUNSEL OF [[HIS OR HER] CHOICE, THAT [HE OR SHE] HAS READ THIS AGREEMENT AND UNDERSTANDS ALL OF ITS TERMS, THAT [HE OR SHE] IS ENTERING INTO AND SIGNING THIS AGREEMENT KNOWINGLY AND VOLUNTARILY, AND THAT IN DOING SO [HE OR SHE] IS NOT RELYING UPON ANY STATEMENTS OR REPRESENTATIONS BY THE COMPANY OR ITS AGENTS.
+
+IN WITNESS WHEREOF, the parties have duly executed this Agreement under seal as of September 1, 2023.

noncompete/questions/noncompete_08.md

@@ -0,0 +1,51 @@
+The facts of the case are as follows:
+
+Omega Co., a software company incorporated and headquartered in this state, relies on its proprietary algorithm, MG, to manage supply chains for products. In September 2023, Omega hired Sonia Lee as a data scientist to work on refining the algorithm’s performance. Upon being hired, Lee signed an Employment and Confidentiality Agreement, included below.
+
+Two years later, in December 2025, Lee decided to leave Omega Co. to join Alpha Co., a software company incorporated and headquartered in the same state and city that manages product supply chains.
+
+Omega Co. filed suit against Lee in state court, seeking to enforce the noncompete agreement. Lee has moved to dismiss on the grounds that the noncompete agreement is unenforceable. If the court finds that ten years is an unreasonable length of time for the noncompete agreement to be enforceable, can the court sever that part of the agreement?
+
+Text of the agreement:
+
+In consideration of employment of the Employee by the Company and payment to the Employee of salary or wages, this Agreement is made between Omega, Co. (the “Company”), and (the “Employee”).
+
+1. ***Best Efforts\***. The Employee agrees that, during the term of [his or her] employment with the Company, [he or she] will serve the Company faithfully and to the best of his or her ability and will devote [his or her] full business and professional time, energy and diligence to the business and affairs of the Company and to the performance of [his or her] duties as reasonably directed by the President of the Company or anyone designated by [him or her].
+
+2. ***Confidential Information\***. The Employee acknowledges that, in order for [[him or her] to perform [his or her] duties properly, the Company must necessarily entrust the Employee with certain trade secrets and confidential business information (the “Confidential Information”). The Confidential Information includes, but is not limited to, the Company's research and development plans and activities, the Company's manufacturing and production plans and activities, the prices, terms and conditions of the Company's contracts with its customers, the identities, needs and requirements of the Company's customers, the Company's pricing policies and price lists, the Company's business plans and strategies, the Company's marketing plans and strategies, personnel information, and financial information regarding the Company. The Employee further acknowledges that the development or acquisition of such Confidential Information is the result of great effort and expense by the Company, that the Confidential Information is critical to the survival and success of the Company, and that the unauthorized disclosure or use of the Confidential Information would cause the Company irreparable harm.
+
+3. ***Nondisclosure of Confidential Information\***. The Employee agrees that, during the term of [his or her] employment with the Company and thereafter, [he or she] will not disclose the Confidential Information or use it in any way, except on behalf of the Company, whether or not such Confidential Information is produced by the Employee's own efforts. The Employee further agrees, upon termination of [his or her] employment, promptly to deliver to the Company all Confidential Information, whether or not such Confidential Information was produced by the Employee's own efforts, and to refrain from making, retaining or distributing copies thereof.
+
+4. Employee further understands that this agreement does not limit [[his or her] ability to communicate with any Government Agencies or otherwise participate in any investigation or proceeding that may be conducted by any Government Agency, including providing documents or other information, without notice to the Company. More generally, federal law (18 U.S. Code § 1833) provides that an individual shall not be held criminally or civilly liable under any federal or state trade secret law for the disclosure of a trade secret that (A) is made (i) in confidence to a federal, state, or local government official, either directly or indirectly, or to an attorney; and (ii) solely for the purpose of reporting or investigating a suspected violation of law; or (B) is made in a complaint or other document filed in a lawsuit or other proceeding, if such filing is made under seal. Further, an individual who files a lawsuit for retaliation by an employer for reporting a suspected violation of law may disclose the trade secret to the attorney of the individual and use the trade secret information in the court proceeding, if the individual (A) files any document containing the trade secret under seal; and (B) does not disclose the trade secret, except pursuant to court order.
+
+5. ***Noncompetition\***. The Employee agrees that, during the term of [his or her] employment with the Company, and for a period of ten (10) years thereafter, [he or she] will not, directly or indirectly, render services to, work for or on behalf of, have an interest in, make any loan to, or assist in any manner any business which engages in work that is the same or substantially similar to any work that Employee performed for the Company during the last 2 years of [his or her] employment. The foregoing shall not prevent the Employee from owning up to one percent (1%) of the outstanding securities of a publicly held corporation which may compete with the Company.
+
+6. During any period during which Employee is prevented from rendering services to a competitor of the Company pursuant to the above paragraph, the Company will pay [him or her] an amount equal to 50 percent of [his or her] highest biweekly salary within the 2 years preceding the termination of [his or her] employment.
+
+7. The terms and conditions of this Agreement and its enforceability shall continue to apply and be valid notwithstanding any change in Employee's duties, responsibilities, position or title with [Employer].
+
+8. ***Notice of Subsequent Employment\***. Employee shall, for a period of ten (10) years after the termination of employment with the Company, notify the Company of any change of address, and of any subsequent employment (stating the name and address of the employer and the title and duties of the position) or other business activity. In the event Employee fails to comply with this paragraph the noncompete period set forth in paragraph 5 shall be tolled, and shall commence with the date of the entry of a preliminary injunction.
+
+   The Employee further agrees that the Company may, for a period of ten (10) years following termination of the Employee's employment, communicate with the Employee's new employer for the purpose of informing the new employer of the existence of this Agreement and providing the new employer with a copy of this Agreement.
+
+9. ***Return of Company Property\***. The Employee agrees, upon termination of [his or her] employment, promptly to deliver to the Company all files, books, documents, computers, cell phones, USB drives, and other property prepared by or on behalf of the Company or purchased with Company funds and to refrain from making, retaining or distributing copies thereof.
+
+10. ***Specific Performance\***. The Employee acknowledges that a breach of this Agreement by the Employee will cause irreparable injury to the Company, that the Company's remedies at law will be inadequate in case of any such breach, and that the Company will be entitled to preliminary injunctive relief and other injunctive relief in case of any such breach.
+
+11. ***Compliance with Other Agreements\***. The Employee represents and warrants to the Company that the execution of this Agreement by [him or her], [his or her] performance of [his or her] obligations hereunder, and [his or her] employment by the Company will not, with or without the giving of notice or the passage of time, conflict with, result in the breach or termination of, or constitute default under, any agreement to which the Employee is a party or by which the Employee is or may be bound.
+
+12. ***Employment at Will\***. The Employee agrees that [he or she] is an at-will employee of the Company and that [he or she] may terminate [his or her] employment at any time. The Employee further agrees that the Company may similarly terminate the Employee's employment at any time. This Agreement does not create an obligation on the part of the Company or any other person to continue the employment of the Employee.
+
+13. ***Waivers\***. The waiver by the Company or the Employee of any action, right or condition in this Agreement, or of any breach of a provision of this Agreement, shall not constitute a waiver of any other occurrences of the same event.
+
+14. ***Survival; Binding Effect\***. This Agreement shall survive the termination of the Employee's employment with the Company regardless of the manner of such termination, and shall be binding upon the Employee and [his or her] heirs, executors and administrators.
+
+15. ***Assignability by Company\***. This Agreement is assignable by the Company and inures to the benefit of the Company, its subsidiaries, affiliated corporations, successors and assignees. This Agreement, being personal, is not assignable by the Employee.
+
+16. ***Headings; Gender References\***. The section headings in this Agreement are for reference purposes only and shall not be deemed to be a part of this Agreement or to affect the meaning or interpretation of this Agreement. Wherever used herein, the masculine pronoun shall, as appropriate, be construed to include the feminine.
+
+17. ***Entire Agreement; Amendments\***. This Agreement constitutes the entire understanding of the parties with respect to its subject matter, supersedes any prior communication or understanding with respect thereto, and no modification or waiver of any provision hereof shall be valid unless made in writing and signed by the parties.
+
+18. ***Understanding of Agreement\***. THE EMPLOYEE STATES THAT [HE OR SHE] HAS HAD A REASONABLE PERIOD SUFFICIENT TO STUDY, UNDERSTAND AND CONSIDER THIS AGREEMENT, THAT [HE OR SHE] HAS HAD AN OPPORTUNITY TO CONSULT WITH COUNSEL OF [[HIS OR HER] CHOICE, THAT [HE OR SHE] HAS READ THIS AGREEMENT AND UNDERSTANDS ALL OF ITS TERMS, THAT [HE OR SHE] IS ENTERING INTO AND SIGNING THIS AGREEMENT KNOWINGLY AND VOLUNTARILY, AND THAT IN DOING SO [HE OR SHE] IS NOT RELYING UPON ANY STATEMENTS OR REPRESENTATIONS BY THE COMPANY OR ITS AGENTS.
+
+IN WITNESS WHEREOF, the parties have duly executed this Agreement under seal as of September 1, 2023.

noncompete/questions/noncompete_09.md

@@ -0,0 +1,49 @@
+The facts of the case are as follows:
+
+Omega Co., a software company incorporated and headquartered in this state, relies on its proprietary algorithm, MG, to manage supply chains for products. In September 2023, Omega hired Sonia Lee as a data scientist to work on refining the algorithm’s performance. Upon being hired, Lee signed an Employment and Confidentiality Agreement, included below.
+
+Two years later, in December 2025, Lee decided to leave Omega Co. to join Alpha Co., a software company incorporated and headquartered in the same state and city that manages product supply chains.
+
+Omega Co. filed suit against Lee in state court, seeking to enforce the noncompete agreement. Lee has moved to dismiss on the grounds that the noncompete agreement is unenforceable. Will the court enforce the noncompete agreement and prevent Lee from working for Alpha Co.?
+
+Text of the agreement:
+
+In consideration of employment of the Employee by the Company and payment to the Employee of salary or wages, this Agreement is made between Omega, Co. (the “Company”), and (the “Employee”).
+
+1. ***Best Efforts\***. The Employee agrees that, during the term of [his or her] employment with the Company, [he or she] will serve the Company faithfully and to the best of his or her ability and will devote [his or her] full business and professional time, energy and diligence to the business and affairs of the Company and to the performance of [his or her] duties as reasonably directed by the President of the Company or anyone designated by [him or her].
+
+2. ***Confidential Information\***. The Employee acknowledges that, in order for [[him or her] to perform [his or her] duties properly, the Company must necessarily entrust the Employee with certain trade secrets and confidential business information (the “Confidential Information”). The Confidential Information includes, but is not limited to, the Company's research and development plans and activities, the Company's manufacturing and production plans and activities, the prices, terms and conditions of the Company's contracts with its customers, the identities, needs and requirements of the Company's customers, the Company's pricing policies and price lists, the Company's business plans and strategies, the Company's marketing plans and strategies, personnel information, and financial information regarding the Company. The Employee further acknowledges that the development or acquisition of such Confidential Information is the result of great effort and expense by the Company, that the Confidential Information is critical to the survival and success of the Company, and that the unauthorized disclosure or use of the Confidential Information would cause the Company irreparable harm.
+
+3. ***Nondisclosure of Confidential Information\***. The Employee agrees that, during the term of [his or her] employment with the Company and thereafter, [he or she] will not disclose the Confidential Information or use it in any way, except on behalf of the Company, whether or not such Confidential Information is produced by the Employee's own efforts. The Employee further agrees, upon termination of [his or her] employment, promptly to deliver to the Company all Confidential Information, whether or not such Confidential Information was produced by the Employee's own efforts, and to refrain from making, retaining or distributing copies thereof.
+
+4. Employee further understands that this agreement does not limit [[his or her] ability to communicate with any Government Agencies or otherwise participate in any investigation or proceeding that may be conducted by any Government Agency, including providing documents or other information, without notice to the Company. More generally, federal law (18 U.S. Code § 1833) provides that an individual shall not be held criminally or civilly liable under any federal or state trade secret law for the disclosure of a trade secret that (A) is made (i) in confidence to a federal, state, or local government official, either directly or indirectly, or to an attorney; and (ii) solely for the purpose of reporting or investigating a suspected violation of law; or (B) is made in a complaint or other document filed in a lawsuit or other proceeding, if such filing is made under seal. Further, an individual who files a lawsuit for retaliation by an employer for reporting a suspected violation of law may disclose the trade secret to the attorney of the individual and use the trade secret information in the court proceeding, if the individual (A) files any document containing the trade secret under seal; and (B) does not disclose the trade secret, except pursuant to court order.
+
+5. ***Noncompetition\***. The Employee agrees that, during the term of [his or her] employment with the Company, and for a period of one (1) year thereafter, [he or she] will not, directly or indirectly, render services to, work for or on behalf of, have an interest in, make any loan to, or assist in any manner any business which engages in work that is the same or substantially similar to any work that Employee performed for the Company during the last 2 years of [his or her] employment. The foregoing shall not prevent the Employee from owning up to one percent (1%) of the outstanding securities of a publicly held corporation which may compete with the Company.
+
+6. The terms and conditions of this Agreement and its enforceability shall continue to apply and be valid notwithstanding any change in Employee's duties, responsibilities, position or title with [Employer].
+
+7. ***Notice of Subsequent Employment\***. Employee shall, for a period of one (1) year after the termination of employment with the Company, notify the Company of any change of address, and of any subsequent employment (stating the name and address of the employer and the title and duties of the position) or other business activity. In the event Employee fails to comply with this paragraph the noncompete period set forth in paragraph 5 shall be tolled, and shall commence with the date of the entry of a preliminary injunction.
+
+   The Employee further agrees that the Company may, for a period of one (1) year following termination of the Employee's employment, communicate with the Employee's new employer for the purpose of informing the new employer of the existence of this Agreement and providing the new employer with a copy of this Agreement.
+
+8. ***Return of Company Property\***. The Employee agrees, upon termination of [his or her] employment, promptly to deliver to the Company all files, books, documents, computers, cell phones, USB drives, and other property prepared by or on behalf of the Company or purchased with Company funds and to refrain from making, retaining or distributing copies thereof.
+
+9. ***Specific Performance\***. The Employee acknowledges that a breach of this Agreement by the Employee will cause irreparable injury to the Company, that the Company's remedies at law will be inadequate in case of any such breach, and that the Company will be entitled to preliminary injunctive relief and other injunctive relief in case of any such breach.
+
+10. ***Compliance with Other Agreements\***. The Employee represents and warrants to the Company that the execution of this Agreement by [him or her], [his or her] performance of [his or her] obligations hereunder, and [his or her] employment by the Company will not, with or without the giving of notice or the passage of time, conflict with, result in the breach or termination of, or constitute default under, any agreement to which the Employee is a party or by which the Employee is or may be bound.
+
+11. ***Employment at Will\***. The Employee agrees that [he or she] is an at-will employee of the Company and that [he or she] may terminate [his or her] employment at any time. The Employee further agrees that the Company may similarly terminate the Employee's employment at any time. This Agreement does not create an obligation on the part of the Company or any other person to continue the employment of the Employee.
+
+12. ***Waivers\***. The waiver by the Company or the Employee of any action, right or condition in this Agreement, or of any breach of a provision of this Agreement, shall not constitute a waiver of any other occurrences of the same event.
+
+13. ***Survival; Binding Effect\***. This Agreement shall survive the termination of the Employee's employment with the Company regardless of the manner of such termination, and shall be binding upon the Employee and [his or her] heirs, executors and administrators.
+
+14. ***Assignability by Company\***. This Agreement is assignable by the Company and inures to the benefit of the Company, its subsidiaries, affiliated corporations, successors and assignees. This Agreement, being personal, is not assignable by the Employee.
+
+15. ***Headings; Gender References\***. The section headings in this Agreement are for reference purposes only and shall not be deemed to be a part of this Agreement or to affect the meaning or interpretation of this Agreement. Wherever used herein, the masculine pronoun shall, as appropriate, be construed to include the feminine.
+
+16. ***Entire Agreement; Amendments\***. This Agreement constitutes the entire understanding of the parties with respect to its subject matter, supersedes any prior communication or understanding with respect thereto, and no modification or waiver of any provision hereof shall be valid unless made in writing and signed by the parties.
+
+17. ***Understanding of Agreement\***. THE EMPLOYEE STATES THAT [HE OR SHE] HAS HAD A REASONABLE PERIOD SUFFICIENT TO STUDY, UNDERSTAND AND CONSIDER THIS AGREEMENT, THAT [HE OR SHE] HAS HAD AN OPPORTUNITY TO CONSULT WITH COUNSEL OF [[HIS OR HER] CHOICE, THAT [HE OR SHE] HAS READ THIS AGREEMENT AND UNDERSTANDS ALL OF ITS TERMS, THAT [HE OR SHE] IS ENTERING INTO AND SIGNING THIS AGREEMENT KNOWINGLY AND VOLUNTARILY, AND THAT IN DOING SO [HE OR SHE] IS NOT RELYING UPON ANY STATEMENTS OR REPRESENTATIONS BY THE COMPANY OR ITS AGENTS.
+
+IN WITNESS WHEREOF, the parties have duly executed this Agreement under seal as of September 1, 2023.

noncompete/questions/noncompete_10.md

@@ -0,0 +1,53 @@
+The facts of the case are as follows:
+
+Omega Co., a restaurant chain incorporated and headquartered in this state, relies on its proprietary algorithm, MG, to manage supply chains for its restaurants. In September 2023, Omega hired Sonia Lee as an assistant manager at one of its restaurants. Upon being hired, Lee signed an Employment and Confidentiality Agreement, included below.
+
+During her time as an assistant manager, Lee worked with the MG algorithm to ensure that supplies were delivered to the restaurant in an efficient manner and developed an understanding of how the algorithm managed supply chains effectively.
+
+Two years later, in December 2025, Lee decided to leave Omega Co. to join Alpha Co., a restaurant chain incorporated and headquartered in the same state and city that manages product supply chains.
+
+Omega Co. filed suit against Lee in state court, seeking to enforce the noncompete agreement. Lee has moved to dismiss on the grounds that the noncompete agreement is unenforceable. Will the court enforce the noncompete agreement and prevent Lee from working for Alpha Co.?
+
+Text of the agreement:
+
+In consideration of employment of the Employee by the Company and payment to the Employee of salary or wages, this Agreement is made between Omega, Co. (the “Company”), and (the “Employee”).
+
+1. ***Best Efforts\***. The Employee agrees that, during the term of [his or her] employment with the Company, [he or she] will serve the Company faithfully and to the best of his or her ability and will devote [his or her] full business and professional time, energy and diligence to the business and affairs of the Company and to the performance of [his or her] duties as reasonably directed by the President of the Company or anyone designated by [him or her].
+
+2. ***Confidential Information\***. The Employee acknowledges that, in order for [[him or her] to perform [his or her] duties properly, the Company must necessarily entrust the Employee with certain trade secrets and confidential business information (the “Confidential Information”). The Confidential Information includes, but is not limited to, the Company's research and development plans and activities, the Company's manufacturing and production plans and activities, the prices, terms and conditions of the Company's contracts with its customers, the identities, needs and requirements of the Company's customers, the Company's pricing policies and price lists, the Company's business plans and strategies, the Company's marketing plans and strategies, personnel information, and financial information regarding the Company. The Employee further acknowledges that the development or acquisition of such Confidential Information is the result of great effort and expense by the Company, that the Confidential Information is critical to the survival and success of the Company, and that the unauthorized disclosure or use of the Confidential Information would cause the Company irreparable harm.
+
+3. ***Nondisclosure of Confidential Information\***. The Employee agrees that, during the term of [his or her] employment with the Company and thereafter, [he or she] will not disclose the Confidential Information or use it in any way, except on behalf of the Company, whether or not such Confidential Information is produced by the Employee's own efforts. The Employee further agrees, upon termination of [his or her] employment, promptly to deliver to the Company all Confidential Information, whether or not such Confidential Information was produced by the Employee's own efforts, and to refrain from making, retaining or distributing copies thereof.
+
+4. Employee further understands that this agreement does not limit [[his or her] ability to communicate with any Government Agencies or otherwise participate in any investigation or proceeding that may be conducted by any Government Agency, including providing documents or other information, without notice to the Company. More generally, federal law (18 U.S. Code § 1833) provides that an individual shall not be held criminally or civilly liable under any federal or state trade secret law for the disclosure of a trade secret that (A) is made (i) in confidence to a federal, state, or local government official, either directly or indirectly, or to an attorney; and (ii) solely for the purpose of reporting or investigating a suspected violation of law; or (B) is made in a complaint or other document filed in a lawsuit or other proceeding, if such filing is made under seal. Further, an individual who files a lawsuit for retaliation by an employer for reporting a suspected violation of law may disclose the trade secret to the attorney of the individual and use the trade secret information in the court proceeding, if the individual (A) files any document containing the trade secret under seal; and (B) does not disclose the trade secret, except pursuant to court order.
+
+5. ***Noncompetition\***. The Employee agrees that, during the term of [his or her] employment with the Company, and for a period of one (1) year thereafter, [he or she] will not, directly or indirectly, render services to, work for or on behalf of, have an interest in, make any loan to, or assist in any manner any business which engages in work that is the same or substantially similar to any work that Employee performed for the Company during the last 2 years of [his or her] employment. The foregoing shall not prevent the Employee from owning up to one percent (1%) of the outstanding securities of a publicly held corporation which may compete with the Company.
+
+6. During any period during which Employee is prevented from rendering services to a competitor of the Company pursuant to the above paragraph, the Company will pay [him or her] an amount equal to 50 percent of [his or her] highest biweekly salary within the 2 years preceding the termination of [his or her] employment.
+
+7. The terms and conditions of this Agreement and its enforceability shall continue to apply and be valid notwithstanding any change in Employee's duties, responsibilities, position or title with [Employer].
+
+8. ***Notice of Subsequent Employment\***. Employee shall, for a period of one (1) year after the termination of employment with the Company, notify the Company of any change of address, and of any subsequent employment (stating the name and address of the employer and the title and duties of the position) or other business activity. In the event Employee fails to comply with this paragraph the noncompete period set forth in paragraph 5 shall be tolled, and shall commence with the date of the entry of a preliminary injunction.
+
+   The Employee further agrees that the Company may, for a period of one (1) year following termination of the Employee's employment, communicate with the Employee's new employer for the purpose of informing the new employer of the existence of this Agreement and providing the new employer with a copy of this Agreement.
+
+9. ***Return of Company Property\***. The Employee agrees, upon termination of [his or her] employment, promptly to deliver to the Company all files, books, documents, computers, cell phones, USB drives, and other property prepared by or on behalf of the Company or purchased with Company funds and to refrain from making, retaining or distributing copies thereof.
+
+10. ***Specific Performance\***. The Employee acknowledges that a breach of this Agreement by the Employee will cause irreparable injury to the Company, that the Company's remedies at law will be inadequate in case of any such breach, and that the Company will be entitled to preliminary injunctive relief and other injunctive relief in case of any such breach.
+
+11. ***Compliance with Other Agreements\***. The Employee represents and warrants to the Company that the execution of this Agreement by [him or her], [his or her] performance of [his or her] obligations hereunder, and [his or her] employment by the Company will not, with or without the giving of notice or the passage of time, conflict with, result in the breach or termination of, or constitute default under, any agreement to which the Employee is a party or by which the Employee is or may be bound.
+
+12. ***Employment at Will\***. The Employee agrees that [he or she] is an at-will employee of the Company and that [he or she] may terminate [his or her] employment at any time. The Employee further agrees that the Company may similarly terminate the Employee's employment at any time. This Agreement does not create an obligation on the part of the Company or any other person to continue the employment of the Employee.
+
+13. ***Waivers\***. The waiver by the Company or the Employee of any action, right or condition in this Agreement, or of any breach of a provision of this Agreement, shall not constitute a waiver of any other occurrences of the same event.
+
+14. ***Survival; Binding Effect\***. This Agreement shall survive the termination of the Employee's employment with the Company regardless of the manner of such termination, and shall be binding upon the Employee and [his or her] heirs, executors and administrators.
+
+15. ***Assignability by Company\***. This Agreement is assignable by the Company and inures to the benefit of the Company, its subsidiaries, affiliated corporations, successors and assignees. This Agreement, being personal, is not assignable by the Employee.
+
+16. ***Headings; Gender References\***. The section headings in this Agreement are for reference purposes only and shall not be deemed to be a part of this Agreement or to affect the meaning or interpretation of this Agreement. Wherever used herein, the masculine pronoun shall, as appropriate, be construed to include the feminine.
+
+17. ***Entire Agreement; Amendments\***. This Agreement constitutes the entire understanding of the parties with respect to its subject matter, supersedes any prior communication or understanding with respect thereto, and no modification or waiver of any provision hereof shall be valid unless made in writing and signed by the parties.
+
+18. ***Understanding of Agreement\***. THE EMPLOYEE STATES THAT [HE OR SHE] HAS HAD A REASONABLE PERIOD SUFFICIENT TO STUDY, UNDERSTAND AND CONSIDER THIS AGREEMENT, THAT [HE OR SHE] HAS HAD AN OPPORTUNITY TO CONSULT WITH COUNSEL OF [[HIS OR HER] CHOICE, THAT [HE OR SHE] HAS READ THIS AGREEMENT AND UNDERSTANDS ALL OF ITS TERMS, THAT [HE OR SHE] IS ENTERING INTO AND SIGNING THIS AGREEMENT KNOWINGLY AND VOLUNTARILY, AND THAT IN DOING SO [HE OR SHE] IS NOT RELYING UPON ANY STATEMENTS OR REPRESENTATIONS BY THE COMPANY OR ITS AGENTS.
+
+IN WITNESS WHEREOF, the parties have duly executed this Agreement under seal as of September 1, 2023.

noncompete/questions/noncompete_11.md

@@ -0,0 +1,51 @@
+The facts of the case are as follows:
+
+Omega Co., a software company incorporated and headquartered in this state, relies on its proprietary algorithm, MG, to manage supply chains for products. In September 2023, Omega hired Sonia Lee, a data scientist student, as a paid intern to work on refining the algorithm’s performance. Upon being hired, Lee signed an Employment and Confidentiality Agreement, included below.
+
+At the end of Lee’s internship in May 2024, Omega Co. offered Lee a permanent position. Lee declined the offer, choosing to accept an offer from Alpha Co., a software company incorporated and headquartered in the same state and city that manages product supply chains.
+
+Omega Co. filed suit against Lee in state court, seeking to enforce the noncompete agreement. Lee has moved to dismiss on the grounds that the noncompete agreement is unenforceable. Will the court enforce the noncompete agreement and prevent Lee from working for Alpha Co.?
+
+Text of the agreement:
+
+In consideration of employment of the Employee by the Company and payment to the Employee of salary or wages, this Agreement is made between Omega, Co. (the “Company”), and (the “Employee”).
+
+1. ***Best Efforts\***. The Employee agrees that, during the term of [his or her] employment with the Company, [he or she] will serve the Company faithfully and to the best of his or her ability and will devote [his or her] full business and professional time, energy and diligence to the business and affairs of the Company and to the performance of [his or her] duties as reasonably directed by the President of the Company or anyone designated by [him or her].
+
+2. ***Confidential Information\***. The Employee acknowledges that, in order for [[him or her] to perform [his or her] duties properly, the Company must necessarily entrust the Employee with certain trade secrets and confidential business information (the “Confidential Information”). The Confidential Information includes, but is not limited to, the Company's research and development plans and activities, the Company's manufacturing and production plans and activities, the prices, terms and conditions of the Company's contracts with its customers, the identities, needs and requirements of the Company's customers, the Company's pricing policies and price lists, the Company's business plans and strategies, the Company's marketing plans and strategies, personnel information, and financial information regarding the Company. The Employee further acknowledges that the development or acquisition of such Confidential Information is the result of great effort and expense by the Company, that the Confidential Information is critical to the survival and success of the Company, and that the unauthorized disclosure or use of the Confidential Information would cause the Company irreparable harm.
+
+3. ***Nondisclosure of Confidential Information\***. The Employee agrees that, during the term of [his or her] employment with the Company and thereafter, [he or she] will not disclose the Confidential Information or use it in any way, except on behalf of the Company, whether or not such Confidential Information is produced by the Employee's own efforts. The Employee further agrees, upon termination of [his or her] employment, promptly to deliver to the Company all Confidential Information, whether or not such Confidential Information was produced by the Employee's own efforts, and to refrain from making, retaining or distributing copies thereof.
+
+4. Employee further understands that this agreement does not limit [[his or her] ability to communicate with any Government Agencies or otherwise participate in any investigation or proceeding that may be conducted by any Government Agency, including providing documents or other information, without notice to the Company. More generally, federal law (18 U.S. Code § 1833) provides that an individual shall not be held criminally or civilly liable under any federal or state trade secret law for the disclosure of a trade secret that (A) is made (i) in confidence to a federal, state, or local government official, either directly or indirectly, or to an attorney; and (ii) solely for the purpose of reporting or investigating a suspected violation of law; or (B) is made in a complaint or other document filed in a lawsuit or other proceeding, if such filing is made under seal. Further, an individual who files a lawsuit for retaliation by an employer for reporting a suspected violation of law may disclose the trade secret to the attorney of the individual and use the trade secret information in the court proceeding, if the individual (A) files any document containing the trade secret under seal; and (B) does not disclose the trade secret, except pursuant to court order.
+
+5. ***Noncompetition\***. The Employee agrees that, during the term of [his or her] employment with the Company, and for a period of one (1) year thereafter, [he or she] will not, directly or indirectly, render services to, work for or on behalf of, have an interest in, make any loan to, or assist in any manner any business which engages in work that is the same or substantially similar to any work that Employee performed for the Company during the last 2 years of [his or her] employment. The foregoing shall not prevent the Employee from owning up to one percent (1%) of the outstanding securities of a publicly held corporation which may compete with the Company.
+
+6. During any period during which Employee is prevented from rendering services to a competitor of the Company pursuant to the above paragraph, the Company will pay [him or her] an amount equal to 50 percent of [his or her] highest biweekly salary within the 2 years preceding the termination of [his or her] employment.
+
+7. The terms and conditions of this Agreement and its enforceability shall continue to apply and be valid notwithstanding any change in Employee's duties, responsibilities, position or title with [Employer].
+
+8. ***Notice of Subsequent Employment\***. Employee shall, for a period of one (1) year after the termination of employment with the Company, notify the Company of any change of address, and of any subsequent employment (stating the name and address of the employer and the title and duties of the position) or other business activity. In the event Employee fails to comply with this paragraph the noncompete period set forth in paragraph 5 shall be tolled, and shall commence with the date of the entry of a preliminary injunction.
+
+   The Employee further agrees that the Company may, for a period of one (1) year following termination of the Employee's employment, communicate with the Employee's new employer for the purpose of informing the new employer of the existence of this Agreement and providing the new employer with a copy of this Agreement.
+
+9. ***Return of Company Property\***. The Employee agrees, upon termination of [his or her] employment, promptly to deliver to the Company all files, books, documents, computers, cell phones, USB drives, and other property prepared by or on behalf of the Company or purchased with Company funds and to refrain from making, retaining or distributing copies thereof.
+
+10. ***Specific Performance\***. The Employee acknowledges that a breach of this Agreement by the Employee will cause irreparable injury to the Company, that the Company's remedies at law will be inadequate in case of any such breach, and that the Company will be entitled to preliminary injunctive relief and other injunctive relief in case of any such breach.
+
+11. ***Compliance with Other Agreements\***. The Employee represents and warrants to the Company that the execution of this Agreement by [him or her], [his or her] performance of [his or her] obligations hereunder, and [his or her] employment by the Company will not, with or without the giving of notice or the passage of time, conflict with, result in the breach or termination of, or constitute default under, any agreement to which the Employee is a party or by which the Employee is or may be bound.
+
+12. ***Employment at Will\***. The Employee agrees that [he or she] is an at-will employee of the Company and that [he or she] may terminate [his or her] employment at any time. The Employee further agrees that the Company may similarly terminate the Employee's employment at any time. This Agreement does not create an obligation on the part of the Company or any other person to continue the employment of the Employee.
+
+13. ***Waivers\***. The waiver by the Company or the Employee of any action, right or condition in this Agreement, or of any breach of a provision of this Agreement, shall not constitute a waiver of any other occurrences of the same event.
+
+14. ***Survival; Binding Effect\***. This Agreement shall survive the termination of the Employee's employment with the Company regardless of the manner of such termination, and shall be binding upon the Employee and [his or her] heirs, executors and administrators.
+
+15. ***Assignability by Company\***. This Agreement is assignable by the Company and inures to the benefit of the Company, its subsidiaries, affiliated corporations, successors and assignees. This Agreement, being personal, is not assignable by the Employee.
+
+16. ***Headings; Gender References\***. The section headings in this Agreement are for reference purposes only and shall not be deemed to be a part of this Agreement or to affect the meaning or interpretation of this Agreement. Wherever used herein, the masculine pronoun shall, as appropriate, be construed to include the feminine.
+
+17. ***Entire Agreement; Amendments\***. This Agreement constitutes the entire understanding of the parties with respect to its subject matter, supersedes any prior communication or understanding with respect thereto, and no modification or waiver of any provision hereof shall be valid unless made in writing and signed by the parties.
+
+18. ***Understanding of Agreement\***. THE EMPLOYEE STATES THAT [HE OR SHE] HAS HAD A REASONABLE PERIOD SUFFICIENT TO STUDY, UNDERSTAND AND CONSIDER THIS AGREEMENT, THAT [HE OR SHE] HAS HAD AN OPPORTUNITY TO CONSULT WITH COUNSEL OF [[HIS OR HER] CHOICE, THAT [HE OR SHE] HAS READ THIS AGREEMENT AND UNDERSTANDS ALL OF ITS TERMS, THAT [HE OR SHE] IS ENTERING INTO AND SIGNING THIS AGREEMENT KNOWINGLY AND VOLUNTARILY, AND THAT IN DOING SO [HE OR SHE] IS NOT RELYING UPON ANY STATEMENTS OR REPRESENTATIONS BY THE COMPANY OR ITS AGENTS.
+
+IN WITNESS WHEREOF, the parties have duly executed this Agreement under seal as of September 1, 2023.

noncompete/rules/hypothetical.md

@@ -0,0 +1,33 @@
+Potentially relevant laws in the jurisdiction include:
+
+# Statute:
+
+## Sec. 40.1-28.7:8. Covenants not to compete prohibited; exceptions; civil penalty.
+
+A. As used in this section: "Covenant not to compete" means a covenant or agreement, including a provision of a contract of employment, between an employer and employee that restrains, prohibits, or otherwise restricts an individual's ability, following the termination of the individual's employment, to compete with his former employer. A "covenant not to compete" shall not restrict an employee from providing a service to a customer or client of the employer if the employee does not initiate contact with or solicit the customer or client. 
+
+"Low-wage employee" means an employee (i) whose average weekly earnings, calculated by dividing the employee's earnings during the period of 52 weeks immediately preceding the date of termination of employment by 52, or if an employee worked fewer than 52 weeks, by the number of weeks that the employee was actually paid during the 52-week period, are less than the average weekly wage of the Commonwealth as determined pursuant to subsection B of § 65.2-500 or (ii) who, regardless of his average weekly earnings, is entitled to overtime compensation under the provisions of 29 U.S.C. § 207 for any hours worked in excess of 40 hours in any one workweek. "Low-wage employee" includes interns, students, apprentices, or trainees employed, with or without pay, at a trade or occupation in order to gain work or educational experience. "Low-wage employee" also includes an individual who has independently contracted with another person to perform services independent of an employment relationship and who is compensated for such services by such person at an hourly rate that is less than the median hourly wage for the Commonwealth for all occupations as reported, for the preceding year, by the Bureau of Labor Statistics of the U.S. Department of Labor. For the purposes of this section, "low-wage employee" shall not include any employee whose earnings are derived, in whole or in predominant part, from sales commissions, incentives, or bonuses paid to the employee by the employer. 
+
+B. No employer shall enter into, enforce, or threaten to enforce a covenant not to compete with any lowwage employee or any restaurant worker.
+
+C. No covenant not to compete between an employer and an employee is enforceable if such employer discharges such employee from employment without providing severance benefits or other monetary payment to such employee, unless such employer discharges such employee for cause. Such severance benefits or other monetary payment shall be disclosed upon execution of the covenant not to compete. 
+
+D. Nothing in this section shall serve to limit the creation or application of nondisclosure agreements intended to prohibit the taking, misappropriating, threatening to misappropriate, or sharing of certain information to which an employee has access, including trade secrets and proprietary or confidential information. 
+
+# Caselaw:
+
+“Non-compete and non-solicitation restrictions are enforceable if they are ‘no broader than necessary to protect the employer's legitimate business interest.’ An employer does have a legitimate interest in restraining a former employee ‘from appropriating valuable trade information and customer relationships’ acquired during employment. *Bryceland v. Northey,* (State App. Ct. 1989). But because an employer may not eliminate competition *per se,* a restrictive covenant that goes beyond protecting a legitimate business interest and prevents a former employee from using skills and talents learned on a former job is unenforceable. *Orca Commc'ns Unlimited, LLC v. Noder*, (State App. Ct. 2013).
+
+“A restrictive covenant is reasonable and enforceable when it protects some legitimate interest of the employer beyond the mere interest in protecting itself from competition such as preventing ‘competitive use, for a time, of information or relationships which pertain peculiarly to the employer and which the employee acquired in the course of the employment.’” *Bed Mart, Inc. v. Kelley*, (State App. Ct. 2003).
+
+“A restraint's scope is defined by its duration and geographic area. The restraint must be limited to the particular speciality of the present employment.” *Amex Distrib. Co. v. Mascari*, (State. App. Ct. 1986).
+
+“This state’s courts will ‘blue pencil’ restrictive covenants, eliminating grammatically severable, unreasonable provisions.” *Valley Med. Specialists v. Farber*, (State App. Ct. 1999).
+
+“Where the severability of the agreement is not evident from the contract itself, the court cannot create a new agreement for the parties to uphold the contract.” *Olliver/Pilcher Ins.,* (State App. Ct. 1986).
+
+“While some courts have moved away from the blue-pencil rule, some of the reasons for doing so seem debatable. Professor Blake appears to take the view that the blue-pencil rule encourages covenants of “truly ominous” *in terrorem* effect, but it would seem that the rule requires an employer’s counsel to focus upon a bottom line of post-serverance validity and that the burden is placed upon counsel rather than the court to fashion a legitimate restriction. A covenant exacted other than in good faith would be subject to attack on that basis alone.”*Amex Distrib. Co. v. Mascari*, (State. App. Ct. 1986).
+
+“To be enforceable, a noncompete agreement must be (1) in writing; (2) part of a contract of employment; (3) based on reasonable consideration; (4) reasonable in duration and geographical limitations; and (5) not against public policy.” *Hopper,* (State App. Ct. 1993).
+
+“When employer requests existing employee sign non-compete agreement, employer must provide separate contemporaneous consideration for new promise in order for agreement to be supported by consideration, as necessary for it to be valid and enforceable; continued employment, alone, is insufficient.” *Valley Med. Specialists v. Farber*, (State App. Ct. 1999).

noncompete/rules/majority.md

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+Potentially relevant laws in the jurisdiction include:
+
+# Statute:
+
+## 445.774a. Agreements not to compete; application
+
+Sec. 4a. An employer may obtain from an employee an agreement or covenant which protects an employer's reasonable competitive business interests and expressly prohibits an employee from engaging in employment or a line of business after termination of employment if the agreement or covenant is reasonable as to its duration, geographical area, and the type of employment or line of business. To the extent any such agreement or covenant is found to be unreasonable in any respect, a court may limit the agreement to render it reasonable in light of the circumstances in which it was made and specifically enforce the agreement as limited.
+
+# Caselaw:
+
+Non-competition agreements “are disfavored as restraints of commerce and are only enforceable to the extent they are reasonable.” *Teachout Security Services, Inc. v. Thomas*, (State App. Ct. 2010).
+
+“State statute permitting an employer to obtain a reasonable non-compete agreement from an employee superseded earlier statutes barring employers from demanding ‘consideration’ as a condition of employment, to the extent the statutes conflicted.” *Sherrod v. Genzyme Corp.*, (State Ct. App. 2006).
+
+“Because the prohibition on all competition is in restraint of trade, an employer’s business interest justifying a restrictive covenant must be greater than merely preventing competition.” *Innovation Ventures, L.L.C. v. Liquid Mfg., L.L.C.,* (State App. Ct. 2014).
+
+“To be reasonable in relation to an employer's competitive business interest, a restrictive covenant must protect against the employee's gaining some unfair advantage in competition with the employer, but not prohibit the employee from using general knowledge or skill.” *Capaldi v. LiftAid Transp., L.L.C.,* (State App. Ct. 2006).
+
+“A non-compete agreement is enforceable if it: (a) protects the employer's reasonable competitive business interests, and (b) is reasonable in duration, geographical scope, and type of employment or line of business.” *St. Clair Medical*, (State App. Ct. 2008).
+
+The employer's reasonable competitive business interests include “preventing the anticompetitive use of confidential information.” and protecting “close contact with the employer's customers or customer lists, or cost factors and pricing.” *PLLC v. Plante & Moran*, (State App. Ct. 2007).
+
+“In evaluating a non-competition clause for reasonableness, this state’s courts generally examine the clause's duration, geographic scope, and the type of employment prohibited.” *Certified Restoration Dry Cleaning Network, L.L.C. v. Tenke Corp.*, (State App. Ct. 2007)
+
+“With respect to duration, this state’s courts have not provided any bright line rules. Rather, they have upheld non-compete agreements covering time periods of six months to three years.” *St. Clair Medical*, (State App. Ct. 2008).
+
+“Limited duration agreements that prohibit competition by persons with access to confidential information have been upheld. *See* *Coates,* (upholding a non-compete provision prohibiting former general manager's employment with any of employer's competitors located within one hundred miles of any of employer's locations for a period of one year); *Rooyakker,* (upholding a non-compete provision prohibiting accountant from rendering any of the services provided by his former firm to any of that firm's clients for a period of two years); *St. Clair Med.,* (upholding a non-compete clause prohibiting a physician from practicing medicine within seven miles of his former medical office for a period of one year)…
+
+However, courts have not enforced covenants that have prevented the former employee from engaging in competition with the employer when the employee had no confidential information that would have given him an unfair competitive advantage. *See* *Northern Mich. Title Co.,* (finding unreasonable a non-compete clause which completely prohibited former employees of title insurance company from engaging in the title insurance business for five years based on conclusion that nothing about employees' former employment would give them unfair advantage in competing for clients who had never given business to the employer in the first place); *A Complete Home Care Agency, Inc. v. Gutierrez,* (upholding a lower court's determination that a covenant prohibiting a former nursing services employee from performing any kind of services, including non-nursing services, for clients of former employer was unreasonably broad); *Whirlpool,* (finding that employer had not demonstrated a likelihood of success in enforcing a non-compete clause prohibiting employment with firm's competitors when employer had not demonstrated that employee was likely to disclose or use to his advantage confidential information acquired while working for employer).” *Certified Restoration Dry Cleaning Network, L.L.C. v. Tenke Corp.*, (State App. Ct. 2007).
+
+“Under state law, employment agreement containing covenant not to compete is enforceable even if some of its terms are found to be unreasonable, and court may enforce agreement to extent it is reasonable by substituting reasonable terms for those omitted or found to be unreasonable.” *Kelly Services, Inc. v. Marzullo*, (State App. Ct. 2008).

noncompete/rules/minority.md

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+Potentially relevant laws in the jurisdiction include:
+
+# Statute:
+
+## 1‑23‑108. Contractual provisions in restraint of trade generally void; exceptions; unlawful intimidation.
+
+### Sec. 1
+
+(a) Any covenant not to compete that restricts the right of any person to receive compensation for performance of skilled or unskilled labor shall be void. This subsection shall not apply to:
+
+(i) Any covenant not to compete contained in a contract for the purchase and sale of a business or the assets of a business;
+
+(ii) Any covenant not to compete to the extent the covenant provides for the protection of trade secrets as defined by W.S. 6‑3‑501(a)(xi);
+
+(iii) Any contractual provision providing for the recovery of all or a portion of the expense of relocating, educating and training an employee as follows:
+
+(A) Recovery of not more than one hundred percent (100%) of the expense for an employee who has served an employer for a period of less than two (2) years;
+
+(B) Recovery of not more than sixty‑six percent (66%) of the expense for an employee who has served an employer for between two (2) and less than three (3) years;
+
+(C) Recovery of not more than thirty‑three percent (33%) of the expense for an employee who has served an employer for between three (3) and less than four (4) years.
+
+(iv) Executive and management personnel and officers and employees who constitute professional staff to executive and management personnel.
+
+(b) Any covenant not to compete provision of an employment, partnership or corporate agreement between physicians that restricts the right of a physician to practice medicine as defined in W.S. 33‑26‑102(a)(xi), upon termination of the physician's employment, partnership or corporate affiliation, is void, provided that all other provisions of the agreement enforceable at law shall remain enforceable.
+
+(c) Notwithstanding subsection (b) of this section, upon termination of the employment, partnership or corporate affiliation, or upon the voiding of an agreement not to compete specified in subsection (b) of this section, a physician may disclose his continuing practice of medicine and new professional contact information to any patient with a rare disorder as defined in accordance with the national organization for rare disorders, or a successor organization, to whom the physician was providing consultation or treatment before termination of the employment, partnership or corporate affiliation. Neither the physician nor the physician's employer shall be liable to any party to the prior agreement for damages alleged to have resulted from the disclosure or from the physician's treatment of the patient after termination of the prior agreement or employment, partnership or corporate affiliation.
+
+### Sec. 2
+
+(a) This act shall apply to contracts entered into on and after July 1, 2025.
+
+(b) Nothing in this act shall be construed to alter, amend or impair any contract or agreement entered into before July 1, 2025.
+
+# Caselaw:
+
+“Competent parties have the right to freely contract. *Nuhome Invs., LLC v. Weller,* (State App. Ct. 2003). The role of the courts is to interpret contracts consistent with the parties’ intent at the time of execution. *P&N Invs., LLC v. Frontier Mall Assocs.*, (State Ct. App 2017) (The court's “ ‘ultimate goal when interpreting a contract is to discern the intention of the parties to the document.’ ”). Courts generally enforce contracts as written, *James v. Taco John's Int'l, Inc.,* (State App. Ct. 2018), and ‘are not at liberty to rescue parties from the consequences of a poorly made bargain or a poorly drafted agreement by rewriting a contract under the guise of construing it.’” *Four B Props., LLC v. Nature Conservancy,* (State Ct. App. 2020).
+
+“However, contracts contrary to public policy are not ‘recognized by the court, and the parties to the contract are left as the court finds them.’ *Retz v. Siebrandt*, (State Ct. App. 2008). Instead of revising an agreement to make it consistent with public policy, we typically declare it void.” *See, e.g.,* *Century Surety Co. v. Jim Hipner, LLC,* (State Ct. App. 2016)
+
+“When considering the enforceability of agreements not to compete, the court must balance competing principles – the public's interest in free competition and trade, the parties’ freedom to contract, and the employee's freedom to work. ‘[S]ound public policy encourages employees to seek better jobs from other employers or to go into business for themselves.’ *Ridley v. Krout,* (State App. Ct. 1947). Contracts which hinder them from doing so are ‘strictly construed and rigidly scanned and are declared void unless necessary for the reasonable protection of the employer.’ *Malave v. W. Wyo. Beverages, Inc.,* (State App. Ct. 2022). Although an employer may use a noncompete agreement to protect itself from improper and unfair competition by a former employee, it ‘is not entitled to protection from ordinary competition.’” *Brown*, (State App. Ct. 2010)).
+
+“To be enforceable, a noncompete agreement must be (1) in writing; (2) part of a contract of employment; (3) based on reasonable consideration; (4) reasonable in duration and geographical limitations; and (5) not against public policy.” *Hopper,* (State App. Ct. 1993).
+
+“When employer requests existing employee sign non-compete agreement, employer must provide separate contemporaneous consideration for new promise in order for agreement to be supported by consideration, as necessary for it to be valid and enforceable; continued employment, alone, is insufficient.” (State App. Ct. 2021).
+
+“Because a noncompete agreement is a restraint on trade it ‘is prima facie invalid,’ as a violation of public policy. To overcome the presumption, ‘it is incumbent on the [employer] to prove that there existed some special circumstances which rendered [the restraint on trade] reasonably necessary for the protection of the [employer's] business.’ In other words, the employer must show the restraint on the employee's employment options is necessary to protect the employer's legitimate business interests.” *Brown,* (State App. Ct. 2010).
+
+“A noncompete agreement which includes unreasonable restrictions on trade violates public policy and is invalid. The employer has the duty of proving all the terms of the noncompete agreement are reasonable and, therefore, enforceable. The law's general distaste for agreements in restraint of trade and assignment to the employer of the duty to show any restraint is reasonable should extend to all terms of the agreement. By rejecting the liberal blue pencil rule, we encourage employers to incorporate only reasonable trade restraints into their employment contracts and to assure such restraints are reasonably tied to legitimate interests requiring protection. This state’s courts will no longer exceed the scope of their traditional authority in contract interpretation by redrafting noncompete agreements to bring them within the bounds of reason.” Hassler v. Circle C Res., (State App. Ct. 2022).

prompt.md

@@ -0,0 +1,7 @@
+You are a legal expert on state and federal law in the United States who has been asked to answer a question on a legal reasoning exam.
+
+{rule}
+
+{question}
+
+After thinking through your answer, conclude with either a “YES” or a “NO” as your final conclusion.