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Mississippi Non-Compete Agreement

Mississippi enforces employee non-competes only if reasonable in time and geographic scope under common law. No wage threshold. Attorney review available.

Introduction

Mississippi is one of the few states with no non-compete statute at all: whether an employee covenant holds up is decided entirely by its courts, under a common-law rule the Mississippi Supreme Court laid down in Empiregas, Inc. of Kosciusko v. Bain. That case calls these covenants restraints of trade that are not favorites of the law and enforces them only when reasonable. A non-compete is a contract, usually between an employer and an employee, promising not to compete with the business for a set time and within a set area after the job ends. In Mississippi, two things decide enforceability more than any other: how long the restriction runs and how far it reaches geographically. The employer, not the employee, carries the burden of proving both are reasonable. One Mississippi rule stands out from most states: even a well-drafted covenant can be thrown out in equity if the employer fired the worker arbitrarily, capriciously, or in bad faith. Mississippi judges also balance three competing interests before enforcing anything, the employer's, the employee's, and the public's, and they refuse to enforce a restraint that leaves the employee with undue hardship. Because continued employment counts as consideration here, a Mississippi employer can ask a current at-will worker to sign one. This page walks through how Mississippi courts actually analyze these covenants and gives you a template scoped to those limits. Treat it as a state-law overview rather than a promise, since reasonableness is settled case by case.

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Key Things to Know

  1. 1

    In Mississippi no statute governs non-competes; the entire rulebook is judge-made. The Mississippi Supreme Court enforces an employee covenant only when it is reasonable, treats it as a restraint of trade that is not a favorite of the law, and puts the burden of proving reasonableness on the employer (Empiregas, Inc. of Kosciusko v. Bain, 599 So. 2d 971 (Miss. 1992)).

  2. 2

    Reasonableness in Mississippi rises or falls on two things above all: how long the restriction lasts and how far it reaches. Courts here have generally accepted durations of roughly two years or less, with no fixed cap, and require the geographic area to track where the employer does business and where the employee actually worked.

  3. 3

    A Mississippi feature many employers miss: a court can refuse to enforce the covenant in equity if the employer discharged the worker arbitrarily, capriciously, or in bad faith (Empiregas). Continued employment counts as valid consideration, so a Mississippi employer may condition an at-will job on signing, but there is no statutory notice or review period.

  4. 4

    Before enforcing anything, Mississippi courts weigh three interests, the employer's, the employee's, and the public's (Texas Road Boring Co. v. Parker, 194 So. 2d 885 (Miss. 1967)). The public-interest side draws extra weight for occupations that touch public health, such as physicians, though Mississippi has no statute carving out any occupation.

  5. 5

    Pay does not decide the question in Mississippi. There is no salary or income threshold, because there is no non-compete statute to set one. Enforceability turns on reasonableness. Because courts weigh undue hardship on the worker, though, the analysis runs harder for lower earners. Do not borrow another state's dollar cutoff.

  6. 6

    Do not count on a Mississippi judge to rescue an overbroad clause. Courts here have sometimes narrowed an unreasonable restriction, such as trimming a sweeping geographic area, but reformation is discretionary, not automatic, and an overbroad or bad-faith covenant can be struck down in full. Draft it reasonable on its face.

  7. 7

    Since a Mississippi non-compete must clear the reasonableness bar and can still be refused, many employers pair or replace it with a confidentiality or non-disclosure agreement under the Mississippi Uniform Trade Secrets Act. That protects trade secrets and customer data without restraining where a former worker can go, and it is often the better tool for lower-earning employees.

Key decisions before you file

Before you file a Non-Compete Agreement in Mississippi, a few decisions shape the document: which option to choose and what each one means. The Non-Compete Agreement guide walks through them.

Open the Non-Compete Agreement guide

Customize your Non-Compete Agreement Template with DocDraft

MISSISSIPPI NON-COMPETE AGREEMENT (RESTRICTIVE COVENANT) (Governed by Mississippi common law; no non-compete statute)

MISSISSIPPI NOTE: Because Mississippi has no non-compete statute, its courts decide enforceability under common law and uphold an employee covenant only when it is reasonable. Mississippi treats these restraints as not favorites of the law and enforces them only where the duration and geographic scope are reasonable and tied to a protectable interest (Empiregas, Inc. of Kosciusko v. Bain, 599 So. 2d 971 (Miss. 1992)). The employer bears the burden of proving reasonableness, and a court can refuse enforcement if the restraint imposes undue hardship on the employee or if the employer terminated the employee in bad faith. Keep the terms narrow. This is a template, not a guarantee any clause will hold up.

  1. PARTIES. This Non-Compete Agreement is made on [DATE] between [EMPLOYER NAME] (Employer) and [EMPLOYEE NAME] (Employee).

  2. PROTECTABLE INTEREST. The Employee will have access to one or more legitimate interests of the Employer: [ ] trade secrets; [ ] confidential business information; [ ] substantial customer relationships or goodwill the Employee develops for the Employer; [ ] specialized training. This covenant protects only the interest(s) checked and reaches no further than reasonably necessary to protect them.

  3. NON-COMPETE COVENANT. For [DURATION, keep to about two years or less] after the Employee's employment ends, the Employee will not, within [SPECIFIED GEOGRAPHIC AREA limited to where the Employer does business and the Employee worked], engage in [SPECIFIED COMPETING ACTIVITY] that competes with the Employer. The parties intend the time, area, and activity to be reasonable under Mississippi law and no broader than necessary.

  4. REASONABLE DURATION AND SCOPE. The parties intend the duration and geographic scope to be reasonable. If a court finds any term overbroad, the parties ask it to enforce the covenant to the extent reasonable, while understanding that a Mississippi court is not required to reform an overbroad restraint and may decline to enforce it.

  5. NON-SOLICITATION AND CONFIDENTIALITY. During the covenant period the Employee will not solicit the Employer's covered customers or employees, and the Employee will not use or disclose the Employer's confidential information or trade secrets, consistent with the Mississippi Uniform Trade Secrets Act. This confidentiality duty stands independent of the non-compete and survives it.

  6. CONSIDERATION AND GOOD FAITH. This covenant is supported by [the Employee's employment or continued at-will employment / a signing bonus / access to confidential information]. The parties will deal with each other in good faith. The Employee understands that a Mississippi court may refuse to enforce this covenant if the Employer terminates the Employee arbitrarily, capriciously, or in bad faith.

  7. GOVERNING LAW. Mississippi law governs this agreement. In deciding enforceability, a court will weigh the interests of the Employer, the Employee, and the public.

[EMPLOYER NAME] [EMPLOYEE NAME]

Signature and date Signature and date

Note: Mississippi enforces only reasonable non-competes, and its courts hold no favor for them. Confirm the duration, geographic area, and restricted activity are reasonable and tied to a protectable interest before relying on this covenant, and consider a confidentiality agreement instead for lower-earning workers. For the generic template and other states, see the full Non-Compete Agreement template hub.

Mississippi Requirements for Non-Compete Agreement

Enforceable Only If Reasonable

In Mississippi a reasonable employee non-compete can be enforced, but the state has no non-compete statute, so the rules come from case law. Courts in Mississippi treat these covenants as restraints of trade that are not favorites of the law and uphold them only when reasonable (Empiregas, Inc. of Kosciusko v. Bain, 599 So. 2d 971 (Miss. 1992)). This is a case-by-case doctrine, not a guarantee.

Employer Bears the Burden

The employer must prove the restraint is reasonable and no broader than necessary to protect a legitimate interest such as trade secrets, confidential information, or customer goodwill the employee developed for the business. Courts in Mississippi weigh three interests, the employer, the employee, and the public (Texas Road Boring Co. v. Parker, 194 So. 2d 885 (Miss. 1967)), and will not enforce a restraint that imposes undue hardship on the employee.

Reasonable Duration and Geography

Enforceability is largely predicated on the reasonableness of duration and geographic scope. Mississippi courts have generally treated restrictions of roughly two years or less as reasonable, with no fixed statutory cap, and require the geographic area to be limited to where the employer does business and the employee actually worked. A shorter, tightly scoped covenant is safer; a longer or broader one faces greater scrutiny.

No Wage or Income Threshold

Mississippi has no salary or income threshold for non-competes, because it has no non-compete statute to impose one. Enforceability depends on reasonableness, not pay. In practice, because courts weigh undue hardship on the employee, the analysis tends to be harder for lower-earning workers, but there is no fixed dollar cutoff. Do not substitute another state's salary figure when the worker is in Mississippi.

Continued Employment Is Consideration

Continued employment is sufficient consideration in Mississippi, so an employer may condition continued at-will employment on signing a non-compete (Empiregas, Inc. of Kosciusko v. Bain). There is no statutory advance-notice or review period. The parties owe each other a duty of good faith, and a covenant supported only by continued employment is still judged on the reasonableness of its terms.

Bad-Faith Termination Can Bar Enforcement

Mississippi recognizes an equitable rule that when an employer terminates an employee arbitrarily, capriciously, or in bad faith, the terms of a non-compete will not be enforced (Empiregas, Inc. of Kosciusko v. Bain). Even a covenant that is reasonable on paper can be refused if a court finds the discharge was not for good cause, which the court decides on the full record.

Reformation Is Discretionary

Mississippi courts have in some cases narrowed an overbroad restriction, such as reducing an unreasonable geographic area, rather than voiding the whole covenant. Reformation is discretionary, though, not guaranteed, and a court can refuse to enforce an overbroad or bad-faith covenant entirely. Draft the covenant to be reasonable on its face rather than relying on a Mississippi court to rewrite it. There is no statutory occupation carve-out, though the public-interest prong gets extra attention for physicians.

Protect Trade Secrets With an NDA

Because a non-compete must be reasonable and can be refused, many Mississippi employers also use a confidentiality or non-disclosure agreement under the Mississippi Uniform Trade Secrets Act to protect trade secrets and customer data. A confidentiality agreement does not restrain where a former employee can work, so it does not have to satisfy the reasonableness limits that govern a non-compete, and it is often the better tool for lower-earning workers.

Frequently Asked Questions

Yes, but only if they are reasonable. Mississippi has no non-compete statute, so its courts supply the rule. The Mississippi Supreme Court treats these covenants as restraints of trade that are not favorites of the law and upholds them only when reasonable (Empiregas, Inc. of Kosciusko v. Bain, 599 So. 2d 971 (Miss. 1992)). The length and geographic reach of the restriction drive the analysis, and the employer must prove both are reasonable. Because Mississippi decides this case by case, a narrowly tailored covenant stands a good chance while an overbroad one does not.

No statute sets a ceiling, since Mississippi has none. Its courts judge duration for reasonableness together with geographic scope, and have generally accepted restrictions of about two years or less, with longer terms drawing closer scrutiny. What counts as reasonable depends on the employer's protectable interest and the burden on the worker, so a short, tightly drawn term is the safer bet. A Mississippi court can also refuse a covenant of any length when the employer fired the worker arbitrarily or in bad faith.

Under Mississippi common law the covenant has to be reasonable in duration, in geographic reach, and in the activities it bars, and it must guard a legitimate interest such as trade secrets, confidential information, or customer goodwill the worker built for the business. Mississippi courts balance three interests, the employer, the employee, and the public (Texas Road Boring Co. v. Parker, 194 So. 2d 885 (Miss. 1967)), and expect the employer to show the restraint is no broader than necessary. A covenant that piles undue hardship on the worker or stretches past where the employer operates rarely survives in Mississippi.

No. Mississippi sets no wage or income floor, because it has no non-compete statute to create one. What matters is common-law reasonableness, not the paycheck. Still, Mississippi courts weigh the hardship a restraint puts on the worker, so the analysis grows more demanding when someone earns less and has fewer job options. No single dollar figure exempts a Mississippi employee, so a salary cutoff borrowed from another state does not apply here.

Occasionally, but do not plan on it. Mississippi courts have at times pared back an unreasonable restriction, for instance shrinking an oversized geographic area, instead of voiding the covenant outright. That reformation is discretionary, though, and a Mississippi court can just as easily refuse to enforce an overbroad or bad-faith covenant in full. The dependable route is to size the duration, geography, and restricted activities to be reasonable from the start rather than hoping a Mississippi judge repairs them later.

Maybe not. Mississippi recognizes an equitable rule that a non-compete will not be enforced when the employer terminated the worker arbitrarily, capriciously, or in bad faith (Empiregas, Inc. of Kosciusko v. Bain). Each side owes the other a duty of good faith. So a covenant that reads fine on paper can still fall if a Mississippi court decides the firing lacked good cause. Whether the discharge was in bad faith is a fact question the court settles on the full record, and the result turns on the specifics.

They lean on a confidentiality or non-disclosure agreement backed by the Mississippi Uniform Trade Secrets Act, which lets a business guard and sue over misuse of trade secrets and confidential information. This route shields proprietary data and customer information without dictating where a former worker may go, so it sidesteps the reasonableness limits that constrain a non-compete. Plenty of Mississippi employers combine a confidentiality agreement with a narrow non-compete, or use the confidentiality agreement alone for lower-earning workers a court would likely find a non-compete unreasonable against.

No. The Federal Trade Commission issued a 2024 rule that would have banned most non-competes across the country, but a federal court set it aside before it took effect, so it is not in force and its status has stayed unsettled. Either way, Mississippi's own common-law rule independently decides whether a non-compete is enforceable in the state, so the federal rule's fate leaves Mississippi law unchanged. A Mississippi employee non-compete is still measured by the reasonableness test the state's courts have used for decades.