Non-Compete Agreement Review Checklist — Alaska

Confirm the named employer is the entity that actually holds the customer relationships, confidential information, trade secrets, or goodwill the covenants claim to protect. Alaska reads non-competition agreements through strict construction, and a covenant running to an affiliate that owns none of the protected interests starts the reasonableness showing a step behind. A.1

Pin the date. Alaska sets no statutory clock for any covenant, which means every duration question resolves through fact-bound reasonableness measured against the terms the parties actually stated and when they took effect. An undated agreement leaves each restricted-period clock and the timing of the exchange open to dispute.

Record the role, because several of the factors Alaska courts weigh turn on what this employee did — whether the employee was the sole contact with the customer, whether the employee held confidential information or trade secrets, and whether the talent being suppressed was developed during the employment. A title with no plausible connection to any protectable interest is an early sign the covenant targets ordinary competition. A.2

Check that the governing state is stated. When Alaska law applies there is no statute to consult — the covenant is tested entirely under Alaska Supreme Court common law, which construes non-competition agreements strictly and asks whether each restraint is reasonably necessary to protect a legitimate business interest. A.1

Check that the definition describes information the employer actually protects rather than everything the employee ever learned. In Alaska the definition does double duty: confidential information is one of the interests that can justify a covenant, and a customer-contact restraint becomes unreasonable where the former employee had no access to confidential information at all. B.1

Keep Trade Secrets defined separately from ordinary confidential information. The separate definition preserves the perpetual protection track and keeps the contractual term aligned with the Alaska Uniform Trade Secrets Act, whose remedies — starting with injunctions against actual or threatened misappropriation — run to the statutorily defined asset. B.2

One defined Restricted Period keeps every duration auditable. Alaska imposes no statutory maximum; the presence or absence of time limits is simply the first factor in a fact-bound reasonableness inquiry, so the stated period has to be defensible on these facts rather than safe by rule. B.3

For a true non-compete, tie the geography to where the protected interest actually operates. Limitations as to time and space lead Alaska's factor list, and a statewide territory is not automatically invalid — but every mile must map to the business interest at stake, because unexplained breadth is exactly what an employer later struggles to defend as good-faith drafting. B.3

Bound the class to the customers the employer procured at its own expense and the employee actually dealt with. That is the shape the Alaska Supreme Court enforced — the worker remained free to compete generally and was barred only from expropriating relationships the employer had paid to build. B.4

Keep the no-poach class to colleagues the departing employee actually worked with during a stated look-back window. Alaska gives workforce restraints no separate rulebook — the clause answers to the same fact-bound reasonableness inquiry as every other covenant in the agreement, and a company-wide class needs a company-wide justification.

Name the interests, and keep them real: customer relationships, confidential information, trade secrets, and goodwill are the categories Alaska's reasonableness inquiry protects. A recital aimed at market position or freedom from competition reads as the interest Alaska refuses to protect — eliminating ordinary competition rather than competition that would be unfair to the employer. B.3

Describe the genuinely competing activity in concrete terms tied to what the employee did and knew. A definition that expands to anything the employer might someday do stifles the inherent skill and experience of the employee — a factor Alaska counts directly against enforcement. B.3

Where ownership or investment in competitors is restricted, look for a passive-holdings carve-out below a stated threshold. Owning a few public shares threatens no customer relationship, confidence, or goodwill, so a clause that technically forbids index funds is gratuitous breadth — and in Alaska gratuitous breadth is what the employer must later explain away to keep the covenant eligible for judicial alteration.

Optional drafting mechanics. Many agreements inline the carve-out without a capitalized term; when the term does appear, confirm its threshold matches the operative carve-out it supports and is not contradicted elsewhere in the agreement.

Define the prohibited conduct precisely — active outreach, passive acceptance, or both. Alaska covenant disputes are decided on fact-bound factors, and a court cannot weigh a restraint it cannot first read: a clear definition tells the departing employee what is off limits before the dispute rather than during it.

Confirm the event that starts each post-employment clock is unambiguous across resignation, dismissal, and the end of any fixed term. Every restricted period in the agreement is measured from this trigger, and an ambiguous start line muddies the time-and-space showing the reasonableness factors demand.

Record when the covenant was signed and what the employee received for it. None of the Alaska authorities behind this checklist addresses whether continued employment alone supports a covenant signed mid-employment, so an acknowledgement reciting the actual exchange — offer, raise, bonus, training, or customer access — is cheap evidence against a consideration fight the case law has not yet settled.

No Alaska rule demands it, but remember who carries the burden here: an employer asking a court to rescue an overbroad covenant must prove the covenant was drafted in good faith. Evidence that the employee had a real window to review the agreement and seek advice is exactly the kind of procedural fairness that showing draws on. C.1

Trade-secret confidentiality runs as long as secrecy does, not to a fixed date. Federal law defines the asset by its continued secrecy, and Alaska's trade-secret remedies protect that same statutorily defined asset — a contractual expiry date on trade-secret protection surrenders rights both regimes would otherwise preserve. D.1

Give ordinary confidential information its own finite term. A perpetual lid on material that never rose to trade-secret status is the kind of unexplained breadth that invites the overreach inquiry, and the two-track structure keeps perpetual obligations where the statutes actually support them.

Federal law, fully applicable in Alaska: omit the immunity notice and the employer forfeits exemplary damages and attorney fees in a later federal trade-secret suit against the employee. Confirm the notice is present and tracks the statute. E.1

Check that confidentiality and non-disparagement clauses carve out discussion of wages, hours, and working conditions. Section 7 protects that speech no matter which state's law governs the covenant, and the Board has held that merely offering overbroad terms violates the Act. E.2E.3

Confirm the carve-out for disclosure required by law, court order, or a government investigation, with notice to the employer where lawful. No confidentiality clause can block legally compelled disclosure, and the carve-out keeps an otherwise sound clause from reading as the overreach Alaska courts construe against enforcement.

Require all company property and confidential materials to come back at separation, with a written certification of compliance. In Alaska that certification feeds the statutory track: AUTSA lets a court enjoin actual or threatened misappropriation, and the certification — or proof it was refused — is the cleanest evidence that motion turns on. F.1

Optional. Alaska gives workforce covenants no statutory blessing — there is no statute at all — so a covenant against recruiting former colleagues is weighed under the same fact-bound reasonableness factors as any other restraint. Scoped to people the departing employee actually worked with, it is usually the easiest covenant in the agreement to defend. G.1

Optional, and the covenant Alaska law supports best when it is drawn tightly. The Alaska Supreme Court enforced a restraint limited to expropriating the information and customers the employer had procured at its own expense — the worker stayed free to compete generally. Hold any customer clause in this agreement to that shape, and run it through the customer-restraint gate at the end of this checklist. G.2

Non-dealing bars serving covered customers even when they arrive unsolicited — materially broader than a non-solicit. The broader the customer class, the closer the clause drifts toward a bar on practicing the specialty, which Alaska law requires to be drafted more narrowly. Treat inclusion as a deliberate risk decision, not boilerplate. G.3

If a true non-compete appears, it faces Alaska's most skeptical reading: non-competition agreements are strictly construed, and the covenant must clear the reasonable-necessity gate at the end of this checklist before any of its terms matter. A restraint that functions as a bar on the employee's livelihood or on ordinary competition fails however modest its stated time and territory look. G.4G.1

When the employer can name its actual competitors, bind that list rather than the open-ended Competitive Business definition. Alaska asks whether each restraint is broader than the protected interest requires, and a named list is the most concrete proof of tailoring a drafter can offer — tailoring that also feeds the good-faith showing the employer may later need.

Rare and deliberate. Confirm the passive-holdings carve-out is intact and the clause shares the defined Restricted Period — then ask which customer relationship, confidence, or goodwill a ban on investing actually protects, because that is the first question Alaska's reasonableness factors put to it.

Include it with a stated duration, and audit it against federal law — Alaska imposes no covenant-specific rule of its own here. Truthful testimony, statements to government agencies, and protected workplace speech must all sit outside the clause, because the Board polices overbroad versions in every state. H.1

The dedicated clause should state Alaska's position accurately: there is no physician or other occupation statute, so a provider covenant is tested under the same common-law reasonableness as any other. What Alaska adds is a public-injury lens — where the restrained clinician serves a population in need of important low-cost care, enforcement is weighed against the harm to that access, not just against radius and duration. I.1

The employee's representation that no earlier agreement or order blocks the new role. On intake it surfaces an incoming restraint early — before the first customer call rather than after — and tells the reviewer which prior promises need the same reasonableness analysis this checklist applies to the outgoing ones.

A genuine drafting choice, not a default. A notice letter is only as strong as the covenant behind it: built on a restraint that cannot tie itself to a protectable interest, the letter invites a tortious-interference dispute instead of deterring a hire. If the clause appears, condition any third-party notice on the covenant clearing the gate section below.

The agreement should say expressly whether the restricted period pauses during a breach, because no Alaska authority answers the question either way. Then weigh the worst case: an extension makes the effective restraint longer, and a longer restraint is weighed under the same fact-bound time-and-space factors as the original term. Silence in the contract on top of silence in the case law is a plan for litigation, not enforcement. L.1

Look for the acknowledgement that breach may cause irreparable harm and that injunctive relief is appropriate — then note Alaska's independent statutory path: AUTSA authorizes injunctions against actual or threatened trade-secret misappropriation, so a disciplined trade-secret program preserves relief even where a covenant falters. M.1

A commercial choice the parties may make; Alaska covenant law adds no rule of its own. Keep the statutory remedies in view when weighing it: where misappropriation is wilful and malicious, AUTSA authorizes exemplary damages up to twice the compensatory award — leverage that exists whether or not the fee clause does. M.2

Read the severability clause as a backstop, never a strategy. Alaska does not follow a mechanical blue-pencil rule: if an overbroad covenant can be reasonably altered to render it enforceable, the court shall do so — unless it determines the covenant was not drafted in good faith, and the burden of proving good-faith drafting sits on the employer. Where the employer has overreached willfully, the court should refuse to alter the covenant at all. Draft each restraint as narrowly as the evidence supports, so the rescue is never needed. N.1N.2

Per-covenant survival keeps each clock independently checkable — perpetual for trade secrets, finite for ordinary confidences, and a stated term for each restraint. Because Alaska reviews every covenant on its own facts rather than against a statutory schedule, a single bundled survival clause is where an undefended duration hides.

Confirm employer-side assignability to successors and that the employee cannot assign. A covenant that changes hands in a business sale also changes posture in Alaska — purchased goodwill is a recognized interest, but the analysis then weighs seller hardship and public injury — so read the assignment clause together with the sale-of-business item in the gate section below.

State the governing law, venue, and dispute process. None of the staged Alaska authorities overrides the parties' choice of law for restrictive covenants, so confirm the selection was deliberate: choosing Alaska selects strict construction and the fact-bound reasonableness factors for every covenant in the agreement. Q.1

Standard boilerplate doing extra work in this jurisdiction: the Alaska Supreme Court has enforced an oral customer-list restraint despite the absence of a writing. A tight integration clause is therefore the reviewer's main defense against side promises — real or asserted — ripening into enforceable restraints the document never mentions. R.1

This is the gate every covenant passes through. For each restraint, demand an answer to one question: which customer relationships, confidential information, trade secrets, or goodwill does this clause protect, and is it drawn no broader than that interest requires? Alaska courts construe these agreements strictly and weigh the practical factors — time and space limits, sole customer contact, confidential information, unfair versus ordinary competition, disproportionate burden, and whether the covenant bars the employee's sole means of support. A restraint aimed at ordinary competition or the worker's livelihood fails no matter how its term and territory are drawn. S.1S.2

Limit any customer restraint to expropriating the information and customers the employer procured at its own expense — the shape the Alaska Supreme Court enforced even without a stated territory or term, because the worker remained free to compete generally. The same opinion supplies the limits to check on review: a customer set so large the clause amounts to a bar on practicing the specialty must be drafted more narrowly, and a contact restraint is unreasonable where the employee had no access to confidential information. Narrow customer-list restraints, not open-ended field bans, are what this doctrine supports. S.3S.4S.5S.6

When the covenant arises from a business sale, test it against Alaska's three-way balance: the buyer's need to protect the goodwill purchased, the hardship to the seller from enforcement, and the likely injury to the public. Healthcare facts sharpen the last prong — where the restrained work is for a federally funded nonprofit offering free or low-cost care, competition will not be presumed and must be proven, and even proven competition leaves the court weighing public harm. A sale covenant that would cut off important low-cost services to a population in need has to survive that weighing, not just a radius-and-duration check. S.7S.8S.9