What changes from state to state, and why it matters.
The reason US contracts go wrong is almost always that the drafter treated the country as one jurisdiction. Here is where that assumption costs you.
Non-competes: banned in some states, enforced in others
California voids nearly all post-employment non-competes by statute, and Minnesota and North Dakota largely follow. Florida and Texas enforce them if reasonable in time, geography, and scope. The FTC’s attempt at a nationwide ban has been contested in court, so state law remains what governs. A non-compete copied from a Florida contract into a California hire is simply unenforceable, and worse, can expose you.
Delaware is the default for corporate documents
More than two-thirds of Fortune 500 companies are incorporated in Delaware, and its Court of Chancery and settled case law make it the standard choice of law for shareholders’ agreements, SAFEs, and investor documents, even when the company operates elsewhere. Drafting these under Delaware law is what investors expect to see.
The UCC governs goods; common law governs services
Sales of goods fall under the Uniform Commercial Code, adopted with state-by-state variations. Services fall under each state’s common law. Mixed contracts, common in SaaS and hardware-plus-software deals, need the predominant-purpose analysis handled correctly or the wrong body of law applies.
At-will employment and its carve-outs
US employment is at-will by default, but Montana is the exception, and many states recognise public-policy and implied-contract exceptions. Employment and contractor agreements have to be drafted to the state, and worker-classification rules, especially California’s ABC test, decide whether your contractor is actually an employee.
Data and consumer law now varies by state too
With the CCPA and CPRA in California and a growing list of state privacy laws, a data processing addendum written for one state may not satisfy another. We draft to the states your users are actually in.
The governing-law clause is not boilerplate. In the US it is often the single most important line in the contract.