## Facts

- Dan Frumer, an early employee of Radguard Ltd. and later head of development, worked in VPN-related network security and had access to broad business and technical information through his role and management meetings.
- Frumer’s employment contract included (1) a confidentiality undertaking regarding company secrets and commercial information and (2) a non-competition clause barring work for a competitor during employment and for 22 months after termination.
- After a dispute over reassignment away from his development leadership role, Frumer resigned and soon joined Check Point Software Technologies Ltd., a competitor in VPN-based network security, as a senior development manager.
- Radguard sought interim injunctive relief in the Tel Aviv Regional Labor Court to enforce the non-compete and based on asserted trade-secret concerns.
- The Regional Labor Court granted a temporary injunction restricting Frumer and Check Point from business contacts for 18 months.
- On appeal to the Israel National Labor Court, there was no finding that Frumer had actually disclosed specific trade secrets to Check Point during his brief employment there.

## Issues

1. Whether and to what extent an employee’s and new employer’s freedom of occupation permits the employee to work for a competitor despite a contractual non-competition clause.
2. Whether a former employer may restrain post-employment competition based on a non-compete clause and alleged proprietary interests, including trade secrets.
3. Whether the employee’s accumulated knowledge is protectable “trade secrets” or non-protectable professional skills and experience.

## Decision

- The Israel National Labor Court set aside the temporary injunction and permitted Frumer to work for Check Point.
- The court held that a contractual non-competition clause in an individual employment agreement is not enforceable solely because it was signed; enforcement requires a recognized substantive justification.
- Radguard failed to prove that Frumer possessed protectable trade secrets likely to be used at Check Point in a manner warranting restraint.
- The court adopted a demanding standard for injunctive relief, requiring proof that the threatened misuse would cause severe harm, described as threatening the former employer’s very existence.

## Legal Principles

- Freedom of occupation has constitutional force and generally prevails over post-employment restraints absent specific justification.
- Because of typical inequality in bargaining power, an employee’s assent to a non-compete receives limited weight; such clauses are not automatically enforced.
- Post-employment restraints are exceptions and may be justified only in defined circumstances, including:
  - protection of genuine trade secrets;
  - special and costly employer-funded training tied to a reasonable restraint;
  - special consideration paid specifically for the non-compete; or
  - employee bad faith or disloyal conduct.
- General skills, know-how, and professional experience acquired during employment belong to the employee and may be used in subsequent employment; only information meeting a strict trade-secret concept is protectable.
- Injunctive relief restricting employment requires a strong evidentiary showing of imminent, severe harm from anticipated misuse of protectable secrets; proportionality and overall circumstances remain relevant even when a protectable interest is shown.

## Conclusion

The court refused to enforce a lengthy contractual non-compete without proof of a concrete, protectable interest such as genuine trade secrets, and it vacated interim relief because the former employer showed only competitive risk from the employee’s skills rather than likely misuse of protectable confidential information.


Frumer v. Radguard Ltd., Lab. App. (Isr. Nat’l Lab. Ct.) 164/99, 34 P.D.A. 294 (1999)