Eight ways to lose a noncompete case.

• Author: Wright, David C., III

Few businesses succeed. without their key people. And when one or more of those key people leaves to join a competitor, management is often ready to send out a posse and circle the wagons around the remaining employees. The posse nearly always include a trial lawyer who, armed with a written noncompete agreement, charges into the local Superior Court judge's chambers and demands a temporary restraining order to prevent the disloyal knave from stealing the company's crown jewels and spilling his guts about oh-so-confidential trade secrets. But seldom do things go seamlessly. In fact, absent careful planning, and thoughtful guidance through the process, the knave can often escape and end up cavorting in the local watering hole with the former employer's largest customer. Here's how to make sure you lose a noncompete case:

* Cobble tog et her your company's noncompete agreement from a form book and save a few bucks on legal expenses. Even if you would set a broken bone by manual or trust your teenage son to chaperone his friends at your beach house over spring break, you should think twice about drafting your own noncompete agreement. Drafting a noncompete has all the trappings of a tribal ritual, and unless you know the ritual, you are liable to be eaten alive. This is not a shameless plug for your local lawyer but one of those unfortunate life truths: You need an expert to help you with this.

* Have every employee sign the same noncompete agreement. There are two fundamental problems with the dragnet approach to noncompete agreements. First, you look like a tyrant instead of someone genuinely trying to protect legitimate business interests. The company's parking lot attendant may be a jovial sort and important to esprit de corps, but she is not a competitive threat. Second, it is impossible to use the same agreement and make it enforceable for everyone. Here's why. For a noncompete to be valid, it must be narrowly tailored to protect important business interests (chiefly trade secrets and customer relationships). You can't narrowly tailor anything if you use the same boilerplate for a salesman in Tahiti and the vice president of manufacturing in Ahoskie. Spend the time and energy and craft individual agreements for your key employees.

* Make the noncompete broad enough to cover every eventuality. No one knows the future, right? Who knows what line of business you might be in in five years? Indeed, isn't it possible that you might start...