On April 8, 2025, Kansas Governor Laura Kelly signed Senate Bill 241 into law, amending the Kansas Restraint of Trade Act (K.S.A. 50-163). Effective July 1, 2025, the amendment aims to clarify the enforceability of employee and customer non-solicitation covenants.

Broader Trends and Kansas’s Employer-Friendly Approach

This legislative change reflects a broader national movement to codify and limit the enforceability of restrictive covenants—particularly non-solicitation and non-compete provisions. While many jurisdictions have restricted or banned these provisions for certain workers, Kansas has taken a more employer-friendly approach. Rather than prohibit non-solicitation provisions, Kansas has attempted to establish a clearer and more predictable path for enforceability.

Key Provisions of the New Law

The amended Act provides that non-solicitation provisions are “conclusively presumed” enforceable if they meet certain criteria:

• Employee Non-Solicitation: The restriction must either (1) seek to protect the employer’s confidential or trade secret information, or (2) be limited to a two-year term following the termination of the employment relationship.
• Customer Non-Solicitation: The restriction must be limited to a two-year term and apply only to “material contact customers.”

The Act broadly defines “material contact customers” to include any “customer or prospective customer that is solicited, produced or serviced, directly or indirectly, by the employee or any customer or prospective customer about whom the employee, directly or indirectly, had confidential business or proprietary information or trade secrets in the course of the employee’s relationship with the customer.” 

The law also codifies the judicial practice of reformation, requiring Kansas courts to modify overly broad restrictive covenants rather than invalidating them in their entirety.

Ambiguities and Future Implications

Despite its intent to create certainty, the new law contains ambiguities that may give rise to litigation. For example, the statute’s use of the disjunctive “or” in listing enforceability conditions for employee non-solicitation covenants raises questions. A provision may be enforceable if it either protects confidential information “or” is limited to two years—potentially allowing for the enforceability of provisions that protect trade secrets for an indefinite duration. This result was likely not intended by the legislature.

The statute’s use of the phrase “conclusively presumed” also raises questions at first glance. On its face, the language creates uncertainty: if a party can still present arguments challenging the provision’s reasonableness, the presumption is not truly conclusive; and if no such challenge is permitted, then it is not really a presumption at all—it’s a definitive conclusion. Fortunately, Kansas case law helps resolve the ambiguity—and in favor of the latter view. 

Under Kansas law, “[a] conclusive presumption, which is also called an absolute presumption or an irrebuttable presumption, is ‘[a] presumption that cannot be overcome by any additional evidence or argument.’” Wiehe v. Kissick Const. Co., 232 P.3d 866, 874 (Kan. Ct. App. 2010) (quoting Black's Law Dictionary 1305 (9th ed. 2009)). “Thus, a conclusive or irrebuttable presumption is not a presumption at all; it is a substantive rule of law directing that proof of certain basic facts conclusively provides an additional fact which cannot be rebutted.” Wiehe 232 P.3d at 874. In other words, if the statutory conditions are met, the non-solicitation provision is enforceable as a matter of law.

Conclusion

Kansas’s adoption of Senate Bill 241 marks a significant step in providing statutory guidance on non-solicitation covenants. While the law gives employers a somewhat clearer framework for enforceability, it also introduces interpretive challenges that courts and practitioners will need to navigate. Employers should consult with counsel to review their existing agreements and consider revising restrictive covenants to align with the new statutory language.