LegalDeal Structure
The Restrictive Covenant Stack
Also known as: Covenant stack, restrictive covenant bundle, behavioral restriction web
TO-original framework. The interlocking web of non-compete, non-solicit, non-disparagement, and confidentiality restrictions. The two that expire are negotiated. The two that survive forever are the ones that do the most damage.
WHY IT MATTERS
Introduced in D.17 (The Restrictive Covenant Stack). Founders negotiate the non-compete because it's the restriction they can see. The non-disparagement and confidentiality provisions operate below the surface — less visible, less negotiated, and more punitive. The stack typically includes four interlocking covenants: non-compete (time-limited), non-solicit (time-limited), non-disparagement (indefinite), and confidentiality (indefinite). The two that expire are the two founders negotiate. The two that survive forever are the two that do the most damage. The stack doesn't just limit what the founder can do. It limits what the founder can say about what was done to them. When covenant breaches trigger for-cause termination, the stack becomes a set of tripwires connected to every dollar left on the table.