Generally, when an employee leaves an employer, that employee is free to take a job with an employer in competition with the original employer. In fact, the employee is free to start a business in direct competition with the former employer.

In addition, the employee can seek the business of customers of the original employer, and seek to hire away other employees of the original employer. Many employers believe that, when a former employee lures away customers or other employees, that former employee is “stealing” customers or employees, but the act of luring away customers or employees is perfectly legal and really is what should be expected in a free market.

About the only restriction on an employee who has not signed a restrictive covenant has to do with proprietary information. Exactly what is proprietary information is hard to say. It would certainly include patented processes. But the term would not include even unique office procedures. It seems that administrative matters get little, if any, protection under New York State law. To be considered proprietary, the process needs to go to the production or provision of the goods or services marketed by the former employer, and it needs to have also involved a substantial investment, in time or money, by the former employer.

In any case, the restriction implied in law against former employee’s continued employment elsewhere is that the former employee cannot take or use the proprietary information acquired from the former employer against the former employer. You might say that the law prohibits the former employee from stealing proprietary information, and, to an extend, this would seem to be true. However, the taking and use of proprietary information is different than, say, a former employee stealing money or goods. If a former employee were to steal money or goods from the former employer, the former employer might have the employee arrested, and that arrest might have an affect on that employee’s continued employment. Otherwise, the theft of money or goods has no effect on the former employee’s continued employment. The case is different with proprietary information, which might well restrict the former employee’s continued employment.

When an employer wants to get additional protection against what a former employee might do with the knowledge and experienced gained while the employee worked for that employer, the employer can have the employee enter into a restrictive covenant..