Recently in the US, Public-Private Partnerships (P3) have been increasingly utilized as a mechanism for closing the gap between revenues and expenditures in transportation mega-projects, however public perception remains a major challenge to successful utilization. Recent projects have run into issues with public perception particularly where non-compete provisions are utilized. The conventional wisdom is that non-compete provisions in public-private partnership contracts are a zero-sum game, in which the losses of one party directly balance the gains of the other. However, the design and selection of non-compete provisions can be such that the objectives of the public and private sectors are aligned. This study examines the non-compete provisions in P3 contracts in the US to date and the associated risk. Real options analysis is then utilized to value the flexibility lost to non-compete provisions. The SR 91 Express Lanes in California is used as a case study to illustrate this method.