1E9Ct5D

to the extent it finds it reasonable to do so, rather than finding it completelyunenforceable. 29California has taken a very different approach to non-compete agreements. Unlike themajority of other states, California courts disfavor covenants that restrain competitionand generally refuse to enforce them. 30The rationale for this prohibition is that “[t]heinterests of the employee in his own mobility and betterment are deemed paramount tothe competitive business interests of the employers.” 31However, there are limitedexceptions to the prohibition where non-competition agreements are connected to thesale of a business, or dissociation of a partner from a partnership. 32Some Californiacourts have also acknowledged an exception for agreements that are necessary toprotect the employer’s trade secrets. 33Further, unlike Delaware law, California courtswill typically refrain from re-writing non-competition agreements to make themenforceable. 34Virginia law lies somewhere in the middle. More specifically, Virginia courts considerrestrictive covenants to be restraints on trade that are to be carefully examined and29 Knowles-Zeswitz Music, Inc. v. Cara, 260 A.2d 171, 175 (Del. Ch. 1969).30 See CAL. BUS. & PROF. CODE § 16600 (“every contract by which anyone is restrained from engaging ina lawful profession, trade, or business of any kind is to that extent void.”)31 Diodes, Inc. v. Franzen, 260 Cal.App.2d 244, 255 (1968).32 CAL. BUS. & PROF. CODE §§ 16601, 16602; Fillpoint, LLC v. Maas, 208 Cal.App.4th 1170, 1177 (2012);see also CAL. BUS. & PROF. CODE § 16602.5 (covenants not to compete arising in conjunction with saleof limited liability company).33 See Muggill v. Reuben H. Donnelley Corp., 62 Cal.2d 2396, 242-243 (1965); Edwards v. ArthurAndersen LLP, 44 Cal.4th 937, 946, fn. 4 (2008).34 Hill Medical Corp. v. Wycoff, 86 Cal.App.4th 895, 908 (2001) (“To rewrite the covenant wouldundermine California’s public policy of open competition as embedded in section 16600”); Kolani v.Gluska, 64 Cal.App.4th 402, 407-408 (1998).3082723.3