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Contracts and Restrictive Covenants
A contract is a prediction about what will go wrong and an agreement, in advance, about who pays for it. The ones that get signed without reading are the ones that get litigated.
Drafting Your Agreements
Customer agreements, vendor and supplier contracts, service agreements, leases, independent contractor agreements, and the employment agreements that govern your key people. Each one is written for your business, not pulled from a form and search-and-replaced.
The provisions that matter most are usually the ones nobody reads at signing: what counts as a breach, what notice is required before anyone can sue, who pays attorney's fees, where the dispute gets heard, and what happens if one side simply stops performing. A well-drafted contract can clarify those answers and reduce the risk and cost of a dispute.
Reviewing What Someone Else Put in Front of You
The other side's lawyer wrote their contract to protect their client. That is their job, and the document will do it well. A review tells you what you are actually agreeing to, which provisions are standard and which are not, which ones are negotiable in practice, and which ones should stop you from signing.
Most reviews end with a short list of changes to request. Some end with advice to walk away. Both outcomes are cheaper than finding out after the fact.
Non-Competes and Non-Solicits in Indiana
Indiana enforces restrictive covenants, but reluctantly. A non-compete has to protect a legitimate business interest — customer relationships, confidential information, goodwill — and it has to be reasonable in how long it lasts, how far it reaches, and what activity it restricts. Courts read them narrowly and resolve doubts against the employer.
Indiana's blue-pencil rule permits a court to delete unreasonable, divisible language and enforce a reasonable remainder. A court cannot add new terms or rewrite the bargain. If deletion alone cannot cure the problem, the restriction may be unenforceable.
Indiana imposes special statutory limits on physician non-competes. Covered agreements originally entered into on or after July 1, 2025, with a hospital, hospital parent, affiliated manager, or hospital system are prohibited. Amendments and renewals do not by themselves reset the original agreement date. Statutory definitions and exclusions matter, including certain confidentiality, employee non-solicitation, and business-sale arrangements. Earlier agreements and other physician arrangements require separate review.
On Either Side of the Covenant
For the business, I draft covenants designed to meet Indiana's enforceability standards — narrow enough to enforce, specific enough to mean something. I also review the covenants of people you are about to hire, because bringing on someone with an enforceable non-compete from a prior employer can make you a defendant.
For the individual, I read the agreement you signed and tell you what it actually restricts, what it probably does not, and what the realistic risk is of taking the job, starting the business, or calling the client. That answer is often more favorable than the document's language suggests, and sometimes it is not. Either way you should know before you act, not after the demand letter arrives.
Equity, stock grants, and deferred compensation agreements often carry their own covenants, separate from the employment agreement, with forfeiture provisions that outlast the job. If you have signed one, it belongs in the review.
Indiana covenants at a glance
Standard
Legitimate interest, reasonable scope
Construed
Narrowly, against the employer
Blue pencil
Delete divisible language; no added terms or rewriting
Physicians
Covered new hospital-related agreements barred on or after July 1, 2025; exceptions and definitions matter
Related
Call to discuss your business
Before you sign it, and before you act on it.
Consultations by appointment.