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Important Things You Should Know for Business Law

QUESTIONS & ANSWERS

Essential protective clauses:

  • Prevailing-party attorney fees
  • Clear payment terms + late fees + interest
  • Limitation of liability (caps damages)
  • Force majeure
  • Choice of law & venue (specify Ohio law and your county)
  • Non-waiver clause
  • Severability
  • Merger/integration clause

Yes. Ohio courts continue to enforce reasonable non-compete agreements.

The 2024 FTC non-compete ban was struck down nationwide and is NOT in effect as of November 2025.

Ohio follows the “reasonableness” test:

  • Protects a legitimate business interest (trade secrets, customer relationships, goodwill)
  • Reasonable in duration (typically 1–2 years is upheld)
  • Reasonable geographic scope
  • Not overly broad in restricted activities

Courts will often “blue-pencil” (modify) overly restrictive covenants rather than throw them out entirely.

 

You can, but it is extremely risky.

Ohio-specific issues that most templates miss:

  • Proper UCC warranties for goods
  • Ohio Prompt Pay Act requirements
  • Ohio-specific non-compete standards
  • Correct choice-of-law language

A $300 template often ends up costing $30,000+ in litigation.

  • Written contracts executed on or after September 28, 2012 → 8 years from the date of breach (ORC § 2305.06)
  • Written contracts executed before September 28, 2012 → 15 years (old law still applies)
  • Oral/verbal contracts → 6 years (ORC § 2305.07)

The clock usually starts when the breach occurs or when it reasonably should have been discovered.

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