This document provides an overview of United States contract law as it relates to non-disclosure agreements, non-compete clauses, and non-solicitation agreements. It includes a glossary of relevant terms, lists applicable acts and regulations, and provides a table comparing the laws of different states regarding the enforceability of restrictive covenants and consideration requirements. The document serves as a reference for understanding how contract law varies between states in these areas.

1. Madeline Wood
HRONE | SUITE 603, ORIENTAL CENTER, 699 WEST NANJING ROAD / 31 WUJIANG ROAD, JINGAN
DISTRICT, SHANGHAI, CHINA. 200041
United States
Contract Law
Madeline Wood
HRONE | SUITE 603, ORIENTAL CENTER, 699 WEST NANJING ROAD / 31 WUJIANG ROAD, JINGAN
DISTRICT, SHANGHAI, CHINA. 200041
United States
Contract Law

2. 2 Madeline Wood 2016 年 5 月 31 号
Contents
Glossary of Terms
Acts, Laws, and Regulations
Table on Non-Disclosure, Non-
Competition, & Non-Solicitation
Domestic Governing Bodies
Contract Termination
Employee Rights after termination
Contract Modification
Commercial Arbitration
Contract Invalidity
International Governing Bodies
Table on Specific States Acceptance
3
3
4
14
14
14
14
15
16
17
18

3. 3 Madeline Wood 2016 年 5 月 31 号
United States
Contract
Laws
Applicable Laws (Non-Disclosure, Non-
Solicitation & Non-Compete Clauses)
Glossary of
Terms
These are terms needed to
understand the below
chart. Contract Law varies
by state. There is no
unified standard.
Blue Pencil: permits a court
to only sever or strike
offending language from
the contract, but the court
cannot amend the contract.
Reformation: allows for
amendments and changes
to the original contract with
the consent of both parties.
Statute of Limitations: the
deadline for filing a lawsuit
Restrictive Covenant: a
clause in a deed or least to
real property that limits
what the owner of the land
or lease can do with the
property.
Acts, Laws, and
Regulations
These are the applicable
laws mentioned in the
below chart.
Defend Trade Secrets Act
(DTSA)
• Federalizes trade secret
law by providing a
procedure for trade secret
owners to file civil lawsuits
in federal court
• Limits injunctions against
former employees.
Particularly when the
previous employer seeks
to prevent a former
employee from entering
into another employment
relationship.
• Misappropriation
protections
• Requires this notice of
immunity in all NDA
contracts:
“An individual shall not be
held criminally or civilly
liable under any federal…
Or state trade secret law
for the disclosure of a
trade secret that is made
(i) in confidence to a
federal, state, or local
government official, either
directly or indirectly, or to
an attorney; and (ii) solely
for the purpose of
reporting or investigating a
suspected violation of law;
or is made in a complaint
or other document filed in
a lawsuit for the retaliation
by an employer for
reporting a suspected
violation of law may
disclose the trade secret to
the attorney of the
individual and use the
trade secret information in
the court proceeding, if the
individual (i) files any
document containing the
trade secret under seal;
and (ii) does not disclose
the trade secret, except
pursuant to court order.”

4. 4 Madeline Wood 2016 年 5 月 31 号
United States
Contract
Laws
Applicable Laws (Non-Disclosure, Non-
Solicitation & Non-Compete Clauses)
The Uniform Trade Secrets
Act (UTSA)
• A “model” act created by
lawyers, judges, and
scholars in order to
conform the rules of
different states
• Still each state’s laws
varies in regards to NDA
agreements, but are more
conformed than they were
in the past.
“Improper means” includes
theft, bribery,
misrepresentation, breach
or inducement of a breach
of duty to maintain secrecy,
or espionage.
“Misappropriation”
includes acquisition of a
trade secret of another by
a person who knows or has
reason to know that the
trade secret was acquired
by improper means;
disclosure or use of a trade
secret of another without
express or implied consent
by that person who (A)…
Acts, Laws, and
Regulations
Continued
Used improper means to
acquire knowledge of the
trade secret or (B) at the
time of disclosure or use
knew or had reason to know
that this knowledge was (I)
derived from or through a
person who improperly
acquired it, (II) acquired
under circumstances giving
rise to a duty to maintain its
secrecy or limit its use, (III)
derived from or through a
person who owed a duty to
the person seeking relief to
maintain its secrecy of limit
its use; or (C) before a
material change of his
position, knew or had reason
to know that it was trade
secret that knowledge of it
had been acquired by
mistake.
“Trade Secret” means
information, including a
formula, pattern, compilation,
program device, method,
technique, or process that (i)
derives independent
economic value, actual, or
potential, from not being
generally known to, and not
being…
Readily ascertainable by
proper means by, other
persons who can obtain
economic value from its
disclosure or use, and (ii)
is subject of efforts that are
reasonable under the
circumstances to maintain
its secrecy
Severability: if any
provision of this Act or its
application to any person
or circumstances is held
invalid, the invalidity does
not affect other provisions
or applications of the Act
which can be given effect
without the invalid
provision or application.

5. 5 Madeline Wood 2016 年 5 月 31 号
State
Employee Non
Competes
Allowable?
Applicable
State Laws
Are Employee
Non-Solicitation
Agreements
Allowable
Are Customer Non-
Solicitation
Agreements
Allowable?
Continued
Employment
Consideration
Alabama Yes
Ala. Code §8-1-1;
Amended statute
becomes effective
1/1/2016
Yes Yes
Yes (May not
be signed prior
to employment)
Alaska Yes None Not yet decided Yes Not yet decided
Arizona Yes None Yes Yes Yes
Arkansas Yes
Ark. Code. E4-70-
207
(Act 921)
effective
8/6/2015
Yes Yes Yes
California
No (with narrow
exceptions)
Cal. Bus. and
Prof. Code
§16600, 16601,
16602, and
16602.5
Yes
Not typically, but there
may be a trade secret
exception
No
Colorado Yes
Colo. Rev. Stat.
§8-2-113
Yes Yes Yes
Connecticut Yes
C.G.S. 31–50b
C.G.S. 31–50a
Not yet decided Yes Likely, yes
Delware Yes None Yes Yes Yes
DC Yes None Yes Yes Likely, yes
Flordia Yes
Fla. Stat. Ann.
§542.335
Yes Yes Likely, yes

6. 6 Madeline Wood 2016 年 5 月 31 号
Georgia
Yes, but ability to
enforce
restriction varies
based on when
the agreement
was signed
Ga. Code Ann.
§13-8-50
Yes Yes (for all periods)
Yes (for all
periods)
Hawaii
Yes, except for
Technology
Workers
Haw. Rev. Stat.
§480(c)
Yes, except for
Technology Workers
Yes, except for
Technology Workers
Likely, no
Idaho Yes
Idaho Code
§§44-2701 to -
2704
Yes Yes Yes
Illinois Yes None Yes Yes
Yes, may
depend on the
length of
employment (At
least 2 years,
questioned by
Federal Court
Indiana Yes None Not yet decided Yes Yes
Iowa Yes None Yes Yes Yes
Kansas Yes None Not yet decided Yes Likely, yes
Kentucky Yes None Yes Yes No
Louisiana Yes
La. Rev. Stat.
Ann. §23:921
Yes Yes Unclear
Maine Yes None Not yet decided Yes Yes
Maryland Yes None Yes Yes Yes
Massachusetts Yes None Yes Yes Yes
Michigan Yes
Mich. Comp. Laws
§445.774a
Not yet decided Yes Yes

7. 7 Madeline Wood 2016 年 5 月 31 号
Minnesota Yes None Not yet decided Yes No
Mississippi Yes
Mo. Stat. Ann.
§431.202
Yes Yes Yes
Missouri Yes None Yes Yes Generally, yes
Montana Yes
Mont. Code Ann.
§§28-2-703 to -
705
Yes Yes Yes
Nebraska Yes None Not yet decided Yes Yes
Nevada Yes
Nev. Rev. Stat.
§613.200
Yes Yes Yes
New Hampshire Yes
NH RSA 275:70
(notice
requirement)
Not yet decided Yes Yes
New Jersey Yes None Yes Yes Yes
New Mexico Yes None Not yet decided Yes
Likely, yes but
not yet explicitly
addressed
New York Yes None Yes Yes Yes
North Carolina Yes
N.C. Gen. Stat.
§75-4
Yes Yes No
North Dakota Yes
N.D. Cent. Code
§9-08-06
No No
No, but yes with
respect to non-
disclosure
agreements
Ohio Yes
Ohio Rev. Code
Ann. §1313.02
Not yet decided Yes Yes

8. 8 Madeline Wood 2016 年 5 月 31 号
Oklahoma
Generally
Prohibited
Okla. Stat. tit. 15,
§219A
Yes Yes Not yet decided
Oregon
Yes (some
limitations)
Or. Rev. Stat.
§653.295 (notice
requirement);
Amended statute
becomes effective
1/1/2016
Yes Yes No
Pennslyvania Yes None Yes Yes No
Rhode Island Yes None Not yet decided Yes
Yes per
Superior Court;
undecided by RI
Supreme Court
South Carolina Yes None Yes Yes No
South Dakota Yes
S.D. Codified
Laws §53-9-8
Not yet decided Yes Yes
Tennessee Yes None Yes Yes Yes
Texas Yes
Tex. Bus. & Com.
Code §15.50-.52
Yes Yes No
Utah Yes Not yet decided Not yet decided Yes Yes
Vermont Yes None Not yet decided Yes Yes
Virginia Yes None Yes Yes Yes

9. 9 Madeline Wood 2016 年 5 月 31 号
Washington Yes None Not yet decided Yes No
West Virginia Yes None Not yet decided Yes No
Wisconsin Yes
Wiss. Stat. Ann.
§103.465
Yes Yes Yes
Wyoming Yes None Not yet decided Yes No
State
Reformation
or Blue
Pencil
Possible?
Enforceable
Against
Discharged
Employees
Adopted UTSA
Applicable Statute
of Limitations
(UTSA and Breach
of Contract)
Adopted
Inevitable
Disclosure
Doctrine?
Restrictive
Covenants
Extended for
Violations?
Alabama Reformation
Never
specifically
addressed,
but likely yes
Ala. Code. §8-27-
1
2 years (ATSA); 6
years (breach of
contract)
Not yet
decided
Yes
Alaska Reformation
Not yet
decided
Ala. Stat.
§45.50.910
3 years (ATSA); 3
years (breach of
contract)
Not yet
decided
Not yet
decided
Arizona Blue Pencil Unclear
Ariz. Rev. Stat.
Ann. §§44-401
to 44-407
3 years (ATSA); 6
years (breach of
contract)
Not yet
decided
Unclear
Arkansas Blue Pencil Undecided
Ark. Stat. Ann.
§4-75-601 et
seq.
3 years (ATSA); 5
years (breach of
contract)
Yes Undecided
California
No, in
employment
context; blue
pencil with
respect to
narrow
exceptions
No, with
respect to
non-
competes;
yes with
respect to
non-
solicitation
Cal. Civ. Code
§3426
3 years (CUTSA); 4
years (breach of
contract)
No
Not yet
decided
Colorado Blue Pencil
Not yet
decided
Col. Rev. Stat.
§7-74-101
3 years (CTSA); 3
years (breach of
contract)
Not yet
decided
No

10. 10 Madeline Wood 2016 年 5 月 31 号
Connecticut Blue Pencil Yes
Conn. Genl. Stat.
§35-50
3 years (CTSA); 6
years (breach of
contract)
Yes, but only
when the
employee
was bound
by a non-
compete
No
Delware Reformation Yes
Del. Code Ann.
Title 6 §2001
3 years (DSTA); 3
years (breach of
contract)
Yes Yes
DC Unclear No
D.C. Code Ann.
§48-501
3 years (DUSTA); 3
years (breach of
contract)
Not yet
decided
Yes
Flordia Reformation Unclear
Fla. Stat Ann.
§688.001
3 years (FUTSA); 5
years (breach of
contract)
Not yet
decided
Unclear
Georgia
Varies based
on when the
agreement
was signed
Yes
Ga. C.A. §10-1-
760
5 years (GUSTA); 6
years (breach of
contract)
No No
Hawaii Reformation
Not yet
decided
Haw. Rev. Stat.
§482B-1
3 years (trade secret
act); 6 years (breach
of contract)
Not yet
decided
Unclear
Idaho Blue Pencil Yes
Idaho Code §48-
801
3 years (ITSA); 5
years (breach of
contract)
Not yet
decided
Unclear
Illinois Reformation
No, if without
causes,
unclear with
cause
Ill. Ann. Stat. ch.
140 §351-59
5 years (ITSA); 10
years (breach of
contract)
Yes Generally, no
Indiana Blue Pencil Yes
Ind. Code. Ann.
§24-3-1
3 years (IUTSA) 10
years (breach of
contract)
Generally, no No
Iowa Blue Pencil Yes
1990 90 Acts,
ch. 1201 §550.1
3 years (IUTSA) 10
years (breach of
contract)
Yes Generally, no
Kansas Reformation Yes
Kan. Stat. Ann.
§60-3320
3 years (KUTSA) 5
years (breach of
contract)
No Generally, no

11. 11 Madeline Wood 2016 年 5 月 31 号
Kentucky Reformation
Not yet
decided
Ky. R.S.
§365.880
3 years (KTSA) 15
years (breach of
contract)
Not yet
decided, but
likely no
Yes
Louisiana Blue Pencil Yes
La. Rev. Stat.
Ann. §51:1431
3 years (trade secret
act) 10 years (breach
of contract)
No No
Maine Reformation Likely, yes
M.R.S.A. Title 10
§1541 et seq
4 years (trade secret
act) 6 years (breach
of contract)
Not yet
decided
Not yet
decided
Maryland Blue Pencil Generally, no
Md. Com. L. Code
§11-1201
3 years (MUTSA) 3
years (breach of
contract)
No No
Massachusetts Reformation Yes No
3 years (Mass. Gen.
Laws ch. 260 §2A) 6
years (breach of
contract)
Yes, in
federal court,
state courts
have
recognized
its existence
but have not
adopted it
Generally no
Michigan Reformation Yes
M.C.L.A.
§445.1901 to
445.1910
3 years (MUTSA) 6
years (breach of
contract)
Unclear Yes
Minnesota Reformation Yes
Minn. Stat Ann.
§325C.01
3 years (MUTSA) 6
years (breach of
contract)
Not explicitly
accpted, but
likely, yes
Very rarely
Mississippi Yes M.C.A. §75-26-1
3 years (MUTSA) 6
years (breach of
contract)
Not yet
decided
No
Missouri Reformation Yes
Mo. Stat.
§417.450 to
417.467
5 years (MUTSA) 5
years (breach of
contract)
Unclear No
Montana
Not yet
decided in
employment
context
Generally, no
Mont. Code Ann.
§30-14-401
3 years (MUTSA) 8
years (breach of
contract)
Not yet
decided
Not yet
decided
Nebraska No
Not yet
decided
Neb. Rev. Stat.
§87-501
4 years (NTSA) 5
years (breach of
contract)
Not yet
decided
No
Nevada Reformation
Not yet
decided
Nev. Rev. Stat.
§600A.010
3 years (trade secret
act) 6 years (breach
of contract)
Not yet
decided
Yes
New Hampshire Reformation
Not yet
decided
N.H. R.S.A. §350-
B:1 et seq.
3 years (NHUTSA) 3
years (breach of
contract)
Not yet
decided
No

12. 12 Madeline Wood 2016 年 5 月 31 号
New Jersey Reformation Yes
N.J. S-
2456/A921
3 years (NJUTSA) 6
years (breach of
contract)
Yes No
New Mexico
Not yet
decided
Undecided
N.M. Stat. Ann.
§57-3A-1
3 years (NMUTSA) 6
years (breach of
contract)
Not yet
decided
No
New York Reformation
Yes, only with
cause
No
3 years (tort) 6 years
(breach of contract)
More likely to
be accpeted
in federal
than state
court
Within
discretion of
the Court
North Carolina Blue Pencil Likely
N.C. Gen. Stat.
§66-152
3 years (NCTSPA) 3
years (breach of
contract)
Not yet
decided
Generally no
North Dakota Reformation
Not
applicable
N.D. Cent. Code
§47-25.1-01
3 years (NDUTSA) 6
years (breach of
contract)
Not yet
decided
Not applicable
Ohio Reformation Yes
R.C.Secs.
1333.61
4 years (OUTSA) 8
years (breach of
contract)
No Yes
Oklahoma No
Not yet
decided
Okl. Stat. tlt. 78
§§85–9
3 years (OUTSA) 5
years (breach of
written contract) 3
years (oral/implied)
Not yet
decided
No
Oregon Reformation Yes
Or. Rev. Stat.
§646.461
3 years (OUTSA) 6
years (breach of
contract)
Not yet
decided
No
Pennsylvania Reformation
Yes per lower
courts;
undecided by
PA Supreme
Court
12 Pa. Cons.
Stats §5392
3 years (PUTSA) 4
years (breach of
contract)
Not yet
decided, but
superior
courts have
treated the
idea
favorably
No
Rhode Island
Blue Pencil
normally,
reformation
rarely
Not yet
decided
R.I. Gen. Laws
§6-41-1
3 years (RIUTSA) 10
years (breach of
contract)
Not yet
decided
Yes
South Carolina
Blue Pencil,
unlikely
Undecided S.C. C.A. §39-8-1
3 years (SCUTSA) 3
years (breach of
contract)
Not yet
decided
Not yet
decided

13. 13 Madeline Wood 2016 年 5 月 31 号
South Dakota Blue Pencil Yes
S.D. Cod. Laws
§37-29-1
3 years (SDUTSA) 6
years (breach of
contract)
Not yet
decided
Not yet
decided
Tennessee Reformation Unclear
Yes; Tenn. Code
§47-25-1701 et
al.
3 years (trade secret
act) 6 years (breach
of contract)
Not yet
decided
Unclear
Texas Reformation Yes
Yes, effective
9/1/13 Tex. GV.
Prac+Rem Code
§§134A.001 et
seq.
3 years (Tex Civ.
Prac. & Rem. Code
Ann. §16.010) 4
years (breach of
contract)
Unclear
Possibly (not
against Texas
policy)
Utah
Not yet
decided
Yes
Utah Code Ann.
§13-24-1
3 years (UUTSA) 6
years (breach of
contract)
Yes
Not yet
decided
Vermont Unclear Yes Ch. 143 §4601
3 years (VTSA) 6
years (breach of
contract)
Not yet
decided
No
Virginia No Yes
Va. Code. Ann.
§59.1-336
3 years (VUTSA) 5
years (breach of
contract)
No Yes
Washington Reformation Yes
Wash. Rev. Code
§19.108.011
to .940
3 years (WUTSA) 6
years (breach of
contract)
Unclear Unclear
West Virginia Reformation
Not yet
decided
d W. Va. Code
§47-22-1
3 years (WVUTSA) 10
years (breach of
contract)
Not yet
decided
No
Wisconsin Not likely Undecided
Wis. Stat.
§134.90
3 years (WUTSA) 6
years (breach of
contract)
Not yet
decided
Not yet
decided
Wyoming Yes Yes
Wyo. Stat. §§40-
24-101 to 110
4 years (WUTSA) 10
years (breach of
contract)
Not yet
decided
Unclear

14. 14 Madeline Wood 2016 年 5 月 31 号
United States
Contract
Laws
Applicable Laws (Non-Disclosure, Non-
Solicitation & Non-Compete Clauses)
Each locality has its own
dispute courts. Each state
has its own appeals
courts. There are 11
federal appeals courts that
absorb cases from states.
Domestic
Governing
Bodies
• Public Policy Exception
oAt Will Employees are
considered “wrongfully
discharged” if their firing
contravened some explicit
well established public
policy of the state in which
they work
• Getting fired for filing a
workers’ compensation
claim after being injured
on the job
• Refusal to break the law
at the request of
employer
• See below table
• The Implied Contract
Exception
oEmployers’ stated policies,
either orally or in writing,
regulating dismissals in
the workplace or other
rules are implied contracts
oSee below table
• The Covenant of Good-Faith
Exception
oIn every employment
relationship there is the
understanding employees
should be terminated for
“just cause”
oSee below table
Contract
Termination
Contract termination is
regulated federally. It
generally favors the
employer rather than the
employee.
1. “At Will Employees”
This person can be fired for
any reason at any time and
can leave their job for any
reason at any time without
notice.
• Subject to Anti-
Discrimination laws: no
employee can be
terminated on the basis
of race, gender, religion,
color, national origin,
and disability.
oSee below table
2. “Just Cause Employees”
This person can only be
dismissed for not performing
their job duties correctly or
non-arbitrary reasons relating
to violations of workplace
conduct or policy.
Employee
Rights after
Termination
Employee benefits are
listed in the document
titled “United States
Employment Benefits
HRone”.
Contract
Modification
When negotiating a
contract or after a contract
has been signed parties
may wish to change the
contract.
Modifying a Contract Before
Signing it
• Minor modifications can be
made to the document

15. 15 Madeline Wood 2016 年 5 月 31 号
United States
Contract
Laws
Applicable Laws (Non-Disclosure, Non-
Solicitation & Non-Compete Clauses)
• If the party agrees to the
changes they will
acknowledge their
acceptance of each
individual change and by
signing the entire contract.
Modifying a Contract After
Signing It
• Both parties must agree to
the modifications
• Some contracts may
specifically state when
modifications can be made
Commercial
Arbitration
Arbitration is an alternative
method to dispute
resolution and is widely
used in a variety of
contexts.
Federal Arbitration Act (FAA)
• Controlling body of
arbitration law at both the
state and federal level
• Single standard judicial
review regardless of
whether it’s a domestic or
international dispute
• Provides groundwork for
arbitration
• Compels courts to honor
contractual covenants to
arbitrate disputes
New York Convention - 1958
• Applies to all foreign
arbitration agreements
• Countries can limit
application of its
enforcement on the basis
of reciprocity (the place
where the arbitration is
conducted and the award is
rendered)
• Created a uniform standard
for recognition and
enforcement
• Sets forth criteria that must
be satisfied to determine
the validity of the
Arbitration Agreement
Panama Convention - 1990
• If parties do not agree to
specific procedural rules to
govern the arbitration, the
rules of the Panama
Convention apply
• Does not offer reciprocity
reservation
• Only applies to arbitration
agreements as to
commercial transactions
State Laws and FAA’s
Preemption
• FAA does not preclude
state arbitration law, even
in interstate cases
• When parties agree to
arbitrate all questions
arising under a contract,
state laws have primary
jurisdiction (Preston v.
Ferrer)
AAA-Commercial Arbitration
Rules & International Dispute
Resolution
• American Arbitration
Association (AAA) is a
public service organization
that offers a broad range of
dispute resolution services
• Parties can easily provide
for arbitration of future
dispute by inserting these
clauses:
o"Any controversy or claim
arising out of or relating to
this contract, or the
breach thereof, shall be
settled by arbitration
administered by the AAA,
and judgement on the
award rendered by the
arbitrator(s) may be

16. 16 Madeline Wood 2016 年 5 月 31 号
• Lack of Capacity
oBoth parties should have
the ability to understand
the agreement
§ Person is too young
§ Mental problems
• Duress or Coercion
oWhen a subject is
threatened into making
the agreement
• Undue Influence
oWhen A enters into
agreement with B,
because B has a
particularly persuasive
relationship with A
o“excessive pressure”
• Misrepresentation
oCommonly occur when a
party says something false
or in some way conceals
or misrepresents a state
of affairs
• Nondisclosure
• Unconscionability
oA term in the contract was
so shockingly unfair that
the contract simply cannot
be allowed to stand as is
§ Courts consider whether
one side has grossly
Entered in any court having
jurisdiction thereof.”
• AAA- Commercial
Arbitration Rule – R-7.
Jurisdiction provides that:
o“The arbitrator shall have
the power to rule on his or
her own jurisdiction,
including any objections
with respect to the
existence, scope or validity
of the arbitration
agreement”
o“The arbitrator shall have
the power to determine
the existence or validity of
a contract of which an
arbitration clause forms
part. Such an arbitration
clause shall be treated as
an agreement
independent of the other
terms of the contract. A
decision by the arbitrator
that the contract is null
and void shall not for that
reason alone render
invalid the arbitration
clause.”
o“A party must object to
the jurisdiction of the
arbitrator or to the
arbitrarily of a claim or
counterclaim no later than
United States
Contract
Laws
Applicable Laws (Non-Disclosure, Non-
Solicitation & Non-Compete Clauses)
The filing of the answering
statement to the claim or
counterclaim that gives rise to
the objection. The arbitrator
may rule on such objections
as a preliminary matter or as
part of the final award.”
United Nations General
Assembly Resolution 225
(UNCITRAL)
• Created to harmonize
international arbitration
procedure among nations
• Three state test
oParties have places of
business in different
countries
oThe place of contract
performance or the place
of arbitration is outside
the parties’ home country
oThe parties’ selection to
treat the proceedings as
international
• Contains a well-developed
set of default provisions
systematically addressing
many arbitration issues.
This describes what
actions cause invalidity.
Contract
Invalidity

17. 17 Madeline Wood 2016 年 5 月 31 号
United States
Contract
Laws
Applicable Laws (Non-Disclosure, Non-
Solicitation & Non-Compete Clauses)
Unequal bargaining power
§ Whether one side had
difficulty understanding
the terms of the
agreement
§ Whether the terms
themselves were unfair
• Public Policy
• Mistake
• Impossibility
oWhen it is impossible or
impracticable to carry out
its terms
§ Too difficult
§ Too expensive
International
Governing
Bodies
International businesses
have a variety of options
regarding dispute
settlement. They can
resolve them
internationally, federally,
or by applicable state laws.
American International
Commercial Arbitration Court
Phone: +12 024700848
E-mail: secretariat@court-
inter.us
United States Council for
International Business (USCIB)
Phone: +1 6466995700
E-mail:
Alexandra.akerly@iccwbo.org
United Nations General
Assembly Resolution 225
(UNCITRAL)
Phone: 43-(1) 260604060
Email:
http://www.uncitral.org/uncitra
l/contact_us.html
American Arbitration
Association (AAA)
Phone: +1 8007787879
Email:
https://www.adr.org/aaa/faces
/s/contact?_afrLoop=947172
604076115&_afrWindowMod
e=0&_afrWindowId=null#%4
0%3F_afrWindowId%3Dnull%
26_afrLoop%3D9471726040
76115%26_afrWindowMode
%3D0%26_adf.ctrl-
state%3Ducc9h6pvn_45

18. 18 Madeline Wood 2016 年 5 月 31 号
State
Public
Policy
Implied
Consent
Good
Faith
Alabama no yes yes
Alaska yes yes yes
Arizona yes yes yes
Arkansas yes yes no
California yes yes yes
Colorado yes yes no
Connecticut yes yes no
Delware yes no yes
DC yes yes no
Flordia no no no
Georgia no no no
Hawaii yes yes no
Idaho yes yes yes
Illinois yes yes no
Indiana yes no no
Iowa yes yes no
Kansas yes yes no
Kentucky yes yes no
Louisiana no no no
Maine no yes no
Maryland yes yes no
Massachusetts yes no yes
Michigan yes yes no
Minnesota yes yes no
Mississippi yes yes no
Missouri yes no no
Montana yes no yes
Nebraska no yes no
Nevada yes yes yes
New Hampshire yes yes no
New Jersey yes yes no
United States
Contract
Laws
Table on States’ Acceptance

19. 19 Madeline Wood 2016 年 5 月 31 号
New Mexico yes yes no
New York no yes no
North Carolina yes no no
North Dakota yes yes no
Ohio yes yes no
Oklahoma yes yes no
Oregon yes yes no
Pennslyvania yes no no
Rhode Island no no no
South Carolina yes yes no
South Dakota yes yes no
Tennessee yes yes no
Texas yes no no
Utah yes yes yes
Vermont yes yes no
Virginia yes no no
Washington yes yes no
West Virginia yes yes no
Wisconsin yes yes no
Wyoming yes yes yes