Firms are always entering into contracts with other firms, vendors, employees, and contractors. Proper contracts consist of five elements: offer, acceptance, consideration, capacity, and legality; and aregoverned by either common law or the Uniform Commercial Code (Seaquist, 2012). A contract where one or more of these elements are absent is invalid and not enforceable. Other contractual conditions, too, may cause one or more parties to a contract to call into question the enforceability of a contract. Oftentimes, the terms of the contract prohibit certain actions by one or more parties to the contract, such as a restrictive covenant (aka noncompetition clause) in an employment contract. However, in certain circumstances clauses such as these may be considered overly broad and unenforceable.