Virginia Court Expands Non-Compete Ban to Include Some Non-Solicitation Agreements
In a significant recent development for restrictive covenant law in Virginia, the Court of Appeals of Virginia issued a decision expanding the scope of the state’s ban on non-compete agreements for certain workers. This ruling — arising out of Sentry Force Security, LLC v. Barrera — highlights that employers must rethink not only non-compete clauses but also some types of non-solicitation provisions in employment agreements.
Background: Virginia’s Non-Compete Ban
Virginia has prohibited employers from entering into, enforcing, or threatening to enforce post-employment non-compete agreements against “low-wage employees” since 2020. Initially, the ban was limited to employees whose earnings were below the average weekly wage in the Commonwealth. In 2025, the Legislature expanded this prohibition to include all non-exempt employees under the federal Fair Labor Standards Act — regardless of earnings — further broadening the ban.
However, courts and employers were left to interpret the statutory language, particularly around how “covenants not to compete” intersect with other restrictive covenants such as non-solicitation clauses. That’s where the Sentry Force decision comes into play.
Key Takeaways from the Sentry Force Decision
The Sentry Force case involved an account manager who allegedly formed a competing business and solicited customers and employees while still employed with his former employer. The employer sued under non-solicitation provisions in the employee’s contract, but the employee argued those provisions were unenforceable under Virginia’s non-compete ban.
The court’s rulings were mixed:
- Customer Non-Solicitation Clauses — Upheld: The court held that provisions barring an employee from initiating contact or soliciting customers after termination do not fall within the statutory definition of a “covenant not to compete,” and therefore can still be enforceable against low-wage employees in Virginia.
- Employee Non-Solicitation Clauses — Barred: Restrictive covenants that prohibit an employee from soliciting employees of the employer are considered covenants not to compete under Virginia law, rendering them unenforceable against low-wage workers. According to the court, because the statutory exception for customer non-solicitation did not explicitly extend to employee non-solicitation, the latter must be treated as a prohibited non-compete.
Why This Matters for Employers
This ruling marks a meaningful shift in how restrictive covenants are interpreted in Virginia. Traditionally, non-competes and non-solicitation provisions were treated separately — with non-solicitation viewed as less restrictive. The Court of Appeals’ decision clarifies that, at least for low-wage employees, certain non-solicitation covenants — specifically those targeting employees — are functionally equivalent to non-competes and therefore fall outside what the statute allows.
For employers, this means:
- Review and revise employment agreements: Any post-employment restriction applicable to non-exempt or low-wage employees must be examined to ensure compliance.
- Understand the distinction: While customer non-solicitation clauses may still be viable if narrowly drafted, employee non-solicitation provisions may be unenforceable against covered workers.
- Update policies and templates: Standard offer letters, employee handbooks, and restrictive covenant templates should be updated to reflect this interpretation and avoid unenforceable language.
- Train HR and legal teams: Consistent understanding of these legal distinctions is critical to avoid enforcement actions or litigation.
Next Steps for Employers
To adapt to this evolving landscape, Virginia employers should consider:
- Auditing existing agreements for non-compete and non-solicitation clauses.
- Assessing which employees fall under the “low-wage” or non-exempt definitions under Virginia’s statute.
- Removing or revising unenforceable provisions to minimize litigation risk.
- Training HR and management on compliant restrictive covenant practices.
Virginia’s non-compete law has expanded beyond traditional restraints on competition to reach aspects of post-employment relationships many employers may not have expected. Staying ahead of these changes can help employers protect their business interests while remaining compliant with state law.
Need Guidance?
If your organization uses non-compete or non-solicitation agreements—or if you are facing enforcement questions—we encourage you to consult with experienced counsel.
The Mundaca Law Firm advises businesses and executives on drafting, reviewing, and litigating restrictive covenants in Virginia and beyond.
📞 Contact our office today to schedule a consultation and ensure your agreements are compliant and enforceable.