Title Page
ABSTRACT
Contents
CHAPTER 1: INTRODUCTION 12
1. The necessity of research 12
2. The purpose of the dissertation 14
3. Delimitation of the dissertation 15
3.1. Delimitation of the study 15
3.2. Delimitation of material 15
3.3. Delimitation of time 16
4. Methodology 16
5. Meaning of the dissertation 17
6. The literature review of research 17
6.1. The literature review within Vietnam's territory 17
6.2. The literature review in the world 18
7. The structure of the dissertation 19
CHAPTER 2: OVERVIEW OF NON - COMPETE AGREEMENT IN LABOR LAW 22
1. Definition of the NCA 22
1.1. Terminology 22
1.2. Definition 23
2. General Features 26
3. Classification 29
4. Roles of the NCA 35
5. The development of the NCA 36
6. Enforcement of the NCA 43
6.1. Social - economic reasons of enforcement of the NCA 43
6.2. Principles of law supporting for the NCA 46
APPRAISAL 53
CHAPTER 3: NON - COMPETE AGREEMENT IN LABOR LAW OF EUROPEAN UNION'S COUNTRIES 55
1. Legal background of the NCA 55
2. General legal requirements of the NCA 59
2.1. Capacity of the contractual parties 59
2.2. Written form 61
2.3. Reasonable Test of NCA 63
3. Blue pencil and red pencil 74
4. Remedies 76
4.1. Injunction 77
4.2. A penalty clause 80
4.3. Damages 80
5. Others 82
5.1. The responsibility of new employer regarding NCA 82
5.2. Dismissal, Insolvency, and Transfer of Undertaking 84
5.3. Change of work 85
APPRAISAL 87
CHAPTER 4: NON-COMPETE AGREEMENT IN UNITED STATES 89
1. Legal background of the NCA 89
1.1. Overview 89
1.2. The development of the NCA 91
1.3. The enforcement of the NCA 94
2. Misusage of the NCA 99
2.1. Involuntary NCA 99
2.2. Less leverage to bargain of the NCA 101
2.3. The unclear implication and enforceability of the NCA 103
2.4. Overly broad or unenforceable NCA 104
2.5. NCA without "consideration" designed by employers 105
2.6. Difficulty to find a new job caused by signed NCA 106
2.7. Detrimental effect of restricting consumer choice 108
3. Choice of Law in NCA cases 109
4. California law on the NCA 115
4.1. The California rule and its application 115
4.2. Exception 118
APPRAISAL 127
CHAPTER 5: NON-COMPETE AGREEMENT IN VIETNAMESE LABOR LAW - PRACTICES AND THE PROPOSALS 128
1. Legal background of the NCA in Vietnam 128
2. The necessity of recognizing and expanding the NCA in Vietnamese labor law. 135
2.1. The ambiguity of current regulations about NCA 135
2.2. Lack of clarity on dispute settlement procedure 136
2.3. The importance of balancing benefits 138
3. Case study 140
4. Proposal for the governance of the NCA in Vietnamese labor law 145
4.1. To amend and implement some articles of the LC 2012 145
4.2. The suggestions for contents of the decree on the NCA 147
5. Settlement disputes of NCA 156
5.1. Authority and order 156
5.2. Method of settling disputes 157
APPRAISAL 158
CHAPTER 6: CONCLUSION 159
REFERENCES 162