Non-compete clauses in engagement agreements — good idea or overreach?

A commercial real estate firm in Jacksonville wants me to audit their portfolio but their legal team added a non-compete clause to my engagement agreement saying I can't audit any other properties within 25 miles of their locations for 2 years. That would basically shut me out of the entire Jacksonville market. Is this standard? Should I push back?

That's way too broad. Non-competes in auditing engagements are unusual and that geographic restriction is unreasonable. I'd push back hard. What's reasonable is a non-solicitation clause — you agree not to solicit their specific tenants or properties for a competing audit during the engagement and for maybe 12 months after. But a blanket geographic non-compete that prevents you from working with any other client in the area? No. Counter with a narrower non-solicitation and see what their legal team says.

Rob is right — a geographic non-compete is overreach for a utility audit engagement. You're not a competing business, you're a consultant providing a specialized service. A non-solicitation of their specific accounts is reasonable and I include one in my standard agreement. A geographic exclusion that prevents you from serving other clients is not reasonable and could seriously harm your business. Counter-propose a non-solicitation limited to their specific properties and accounts for the duration of the engagement plus 12 months.

Countered with a non-solicitation limited to their 8 properties for 18 months. Their legal team accepted it without further negotiation. I think the original non-compete was just their boilerplate contractor language that nobody had tailored for an audit engagement. Always read the fine print and don't be afraid to negotiate.