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Parties and cover-term identification
Review every item below the way an Idaho court would: one short statutory chapter decides who can be bound at all, presumes eighteen months and the worker's own footprint reasonable, and orders courts to trim an unreasonable covenant rather than void it. For the question-by-question legal analysis behind these items, see the Idaho non-compete practice note.
Confirm the named employer is the entity whose business interests the covenant claims to protect. Idaho ties enforceability to the employer's own legitimate business interests and to what that employer invested in the worker — trust, customer exposure, technologies, training — so a covenant running to a parent or affiliate that never employed or engaged the worker starts the key-worker analysis with the wrong party on the page.
The restricted period in Idaho runs from termination, not from signing — but the execution date still matters. It fixes when consideration moved, which becomes decisive if the term ever stretches past eighteen months and the employer must show consideration beyond employment itself. An undated agreement makes that showing harder for no reason.
In Idaho the title is evidence for the threshold question: is this worker key? Record the role, the compensation rank if known, and the duties that exposed the worker to inside knowledge or customers. A worker among the employer's highest-paid five percent is presumed key; everyone else needs the functional showing, and the title line is where that record starts.
Check that the governing state is stated, and treat any clause steering an Idaho worker's dispute out of Idaho with suspicion: a stipulation that keeps a party from enforcing contract rights in Idaho tribunals is void as against Idaho public policy, however the governing-law line reads.
Sources for this answer
Primary law
A.1 Idaho Code § 44-2704Idaho Code § 44-2704(5) supports the highest-paid-five-percent rebuttable presumption of key status, which makes the worker's role and pay rank reviewable facts.
(5) It shall be a rebuttable presumption that an employee or independent contractor who is among the highest paid five percent (5%) of the employer’s employees or independent contractors is a "key employee" or a "key independent contractor."
See Idaho Code § 44-2704.
Primary law
A.2 Idaho Code § 29-110Idaho Code § 29-110 supports voiding contract provisions that restrict enforcement of contract rights in Idaho tribunals.
(1) Every stipulation or condition in a contract, by which any party thereto is restricted from enforcing his rights under the contract in Idaho tribunals, or which limits the time within which he may thus enforce his rights, is void as it is against the public policy of Idaho.
See Idaho Code § 29-110.
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Definitions
Look for a definition that stands on its own feet, separate from the covenants. Idaho's covenant chapter expressly leaves trade-secret and proprietary-information protection untouched, so a well-drafted confidentiality definition keeps working even if the non-compete is narrowed or fails the key-worker gate — but only if the definition is not wired to the covenant's restricted period or its survival.
Test the trade-secret definition against the Idaho Trade Secrets Act: independent economic value from secrecy, plus reasonable efforts to keep the information secret. A definition that mirrors the statute earns the statute's remedies; a definition that sweeps in everything the company would rather keep quiet earns a fight about whether any of it qualifies.
One defined Restricted Period keeps every duration auditable against Idaho's anchor number: a postemployment term of eighteen months or less is presumed reasonable. Confirm the defined period actually computes to eighteen months or less for the direct-competition restraint — and if it runs longer, route the review through the consideration question in the Idaho gates at the end of this checklist.
Idaho presumes the territory reasonable when it tracks where this worker provided services or had a significant presence or influence — not everywhere the employer operates or hopes to. A territory defined by the company's footprint abandons the presumption the statute hands out for free.
Bound the class to customers the worker actually served or influenced during a stated look-back window. Idaho's statutory list of protectable interests names customers, customer lists, customer contacts, and referral sources — but the restraint still cannot exceed what protecting those relationships reasonably requires, and an entire-book-of-business definition reads as protecting the market rather than the relationship.
Keep the no-poach class to colleagues the departing worker actually worked with or supervised during the look-back window. No Idaho statute or appellate decision speaks to employee non-solicits, so the clause has no statutory shelter to lean on — its best defense is staying a modest restraint that does not function as a workforce-wide hiring ban.
Name the interests, and name them from the statute where possible: goodwill, technologies, intellectual property, business plans and processes, customers and referral sources, vendors, financial and marketing information, trade secrets. The list is open-ended, but the connection is not optional — the covenant must protect interests this worker can actually threaten, because that threat is what makes the worker key in the first place.
The statute speaks of employment or a line of business in direct competition with the employer's business — so the definition should describe genuinely competing activity in concrete terms. A definition that captures adjacent or hypothetical competition pushes the covenant past the statutory frame and toward more restraint than reasonably necessary.
Where ownership or investment in competitors is restricted, look for a passive-holdings carve-out below a stated threshold. A clause that technically forbids holding index funds or ordinary public shares restrains far more than any legitimate business interest requires — gratuitous overbreadth in a state whose statute caps every covenant at the restraint reasonably necessary.
A drafting convenience, not a requirement — many agreements inline the carve-out language instead. If the capitalized term appears, confirm its percentage matches the operative carve-out it supports.
Idaho has answered this one at the highest level: solicitation means an overt act initiated by the restricted party, seeking something in return — affirmative conduct that entreats, implores, pleads, or petitions for the business. Check that the defined term matches that reading. A definition stretched to cover merely accepting business or ordinary communication converts the clause into a no-dealing restraint Idaho has not blessed, and trades away an interpretation the Supreme Court of Idaho has already endorsed.
Verify the trigger covers resignation, dismissal, and the end of a contractor engagement the same way. Idaho's eighteen-month limit counts from the key worker's termination, so an ambiguous trigger leaves the single most important date in the agreement open to argument.
Sources for this answer
Primary law
B.1 Idaho Code § 44-2704Idaho Code § 44-2704 supports keeping confidentiality and trade-secret protection independent of the covenant chapter's limits.
Nothing in this chapter shall be construed to limit a party’s ability to otherwise protect trade secrets or other information deemed proprietary or confidential.
See Idaho Code § 44-2704.
Primary law
B.2 Idaho Code § 48-801Idaho Code § 48-801 supports the Idaho Trade Secrets Act definition of trade secret that a contractual definition should mirror.
(5) "Trade secret" means information, including a formula, pattern, compilation, program, computer program, device, method, technique, or process, that: (a) Derives independent economic value, actual or potential, from not being generally known to, and not being readily ascertainable by proper means by, other persons who can obtain economic value from its disclosure or use; and (b) Is the subject of efforts that are reasonable under the circumstances to maintain its secrecy.
See Idaho Code § 48-801.
Primary law
B.3 Idaho Code § 44-2704Idaho Code § 44-2704(2) supports the rebuttable presumption that a postemployment term of eighteen months or less is reasonable as to duration.
(2) It shall be a rebuttable presumption that an agreement or covenant with a postemployment term of eighteen (18) months or less is reasonable as to duration.
See Idaho Code § 44-2704(2).
Primary law
B.4 Idaho Code § 44-2704Idaho Code § 44-2704(3) supports the presumption that geography confined to the worker's service or influence area is reasonable.
(3) It shall be a rebuttable presumption that an agreement or covenant is reasonable as to geographic area if it is restricted to the geographic areas in which the key employee or key independent contractor provided services or had a significant presence or influence.
See Idaho Code § 44-2704(3).
Primary law
B.5 Idaho Code § 44-2702Idaho Code § 44-2702 supports the broad statutory definition of legitimate business interests, including customers, customer contacts, and referral sources.
(2) "Legitimate business interests" shall include, but not be limited to, an employer’s goodwill, technologies, intellectual property, business plans, business processes and methods of operation, customers, customer lists, customer contacts and referral sources, vendors and vendor contacts, financial and marketing information, and trade secrets as that term is defined by chapter 8, title 48, Idaho Code.
See Idaho Code § 44-2702.
Primary law
B.6 Idaho Code § 44-2701Idaho Code § 44-2701 supports the direct-competition framing and the limit that a covenant impose no greater restraint than reasonably necessary.
A key employee or key independent contractor may enter into a written agreement or covenant that protects the employer’s legitimate business interests and prohibits the key employee or key independent contractor from engaging in employment or a line of business that is in direct competition with the employer’s business after termination of employment, and the same shall be enforceable, if the agreement or covenant is reasonable as to its duration, geographical area, type of employment or line of business, and does not impose a greater restraint than is reasonably necessary to protect the employer’s legitimate business interests.
See Idaho Code § 44-2701.
Case law · 2025-07-11
B.7 Insure Idaho, LLC v. HornHorn supports defining solicitation as an overt act initiated by one party seeking something in return.
We hold that the plain meaning of solicitation requires some overt act initiated by one party, seeking something in return from a second party.
See Insure Idaho, LLC v. Horn, No. 49936 (Idaho July 11, 2025).
Case law · 2025-07-11
B.8 Insure Idaho, LLC v. HornHorn supports the rule that merely accepting business and ordinary communication are not solicitation.
To be clear, the mere acceptance of business, without more, does not fall within the plain meaning of solicitation; nor can a court infer solicitation from the simple communication between parties alone.
See Insure Idaho, LLC v. Horn, No. 49936 (Idaho July 11, 2025).
Primary law
B.9 Idaho Code § 44-2704Idaho Code § 44-2704(1) supports that the eighteen-month restriction is measured from the key worker's termination.
(1) Under no circumstances shall a provision of such agreement or covenant, as set forth herein, establish a postemployment restriction of direct competition that exceeds a period of eighteen (18) months from the time of the key employee’s or key independent contractor’s termination unless consideration, in addition to employment or continued employment, is given to a key employee or key independent contractor.
See Idaho Code § 44-2704(1).
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Timing and execution acknowledgements
Idaho does not demand a statutory notice ritual, but the timing acknowledgement still earns its place. Continued at-will employment has been held to support a covenant signed mid-employment — yet the moment the direct-competition term exceeds eighteen months, employment alone stops counting and the employer must point to consideration beyond it. The acknowledgement should pin down when the covenant was signed and exactly what moved in exchange.
No Idaho statute requires it, but Idaho courts construe employment covenants strictly against the employer — a counsel acknowledgement is cheap evidence that the worker entered the restraint with open eyes rather than under a sign-or-leave ultimatum.
Sources for this answer
Case law · 1989-11-15
C.1 Insurance Associates Corp. v. HansenInsurance Associates supports the historical Idaho treatment that the at-will employee agreement at issue had been held supported by consideration.
The Court of Appeals further (1) “conclude[d] that the findings of fact made by the district court are supported by the evidence, are not clearly erroneous and should not be set aside,” id. at 206-207 , 723 P.2d at 194-195 ; (2) “[held] the agreement was supported by consideration,” id. at 207-208 , 723 P.2d at 195-196 ; and (3) declined to award attorney fees on appeal to either party.
See Ins. Assocs. Corp. v. Hansen, 116 Idaho 948, 782 P.2d 1230 (1989).
Primary law
C.2 Idaho Code § 44-2704Idaho Code § 44-2704(1) supports the rule that a direct-competition restriction beyond eighteen months requires consideration in addition to employment or continued employment.
(1) Under no circumstances shall a provision of such agreement or covenant, as set forth herein, establish a postemployment restriction of direct competition that exceeds a period of eighteen (18) months from the time of the key employee’s or key independent contractor’s termination unless consideration, in addition to employment or continued employment, is given to a key employee or key independent contractor.
See Idaho Code § 44-2704(1).
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Confidentiality and trade-secret treatment
The trade-secret obligation should last as long as secrecy does — that is how the law defines the right, federally and under Idaho's own act. A fixed expiry on trade-secret protection gives away the one obligation Idaho lets the employer keep even when the covenant itself is narrowed or fails.
Give ordinary confidential information its own finite term, separate from the perpetual trade-secret track. A perpetual lid on non-secret information is the kind of overreach that invites an Idaho court to treat the clause as a disguised restraint instead of a confidentiality provision — and strict construction against the employer decides close calls.
Sources for this answer
Primary law
D.1 Defend Trade Secrets Act — definition of a trade secret, 18 U.S.C. § 1839Federal law keys trade-secret status to continued secrecy, which is why contractual trade-secret protection should run as long as secrecy does rather than to a fixed date.
the information derives independent economic value, actual or potential, from not being generally known to, and not being readily ascertainable through proper means by, another person who can obtain economic value from the disclosure or use of the information
See 18 U.S.C. § 1839(3)(B) (2018).
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Permitted disclosures and protected conduct
Federal law, fully applicable in Idaho: omit the immunity notice and the employer forfeits exemplary damages and attorney fees in a later trade-secret suit against the worker. Because the trade-secret track is Idaho's most reliable protection when a covenant falters, giving away its best remedies is an unforced error.
Confidentiality and non-disparagement language has to leave wages, hours, and working conditions discussable. Federal labor law protects that speech regardless of the governing state, and the Board has been striking overbroad clauses in employee agreements.
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 outrank a subpoena, and the carve-out plus notice procedure keeps the worker from being squeezed between a contract and a court.
Sources for this answer
Primary law
E.1 Defend Trade Secrets Act — employer immunity-notice requirement, 18 U.S.C. § 1833(b)The DTSA requires an employer to give notice of the trade-secret whistleblower immunity in any agreement governing the use of trade secrets or other confidential information.
An employer shall provide notice of the immunity set forth in this subsection in any contract or agreement with an employee that governs the use of a trade secret or other confidential information.
See 18 U.S.C. § 1833(b)(3)(A) (2018).
Primary law
E.2 NLRA Section 7 — protected concerted activity, 29 U.S.C. § 157Section 7 protects concerted activity including wage discussion — the statutory basis for the carve-out from confidentiality and non-disparagement restrictions.
Employees shall have the right to self-organization, to form, join, or assist labor organizations, to bargain collectively through representatives of their own choosing, and to engage in other concerted activities for the purpose of collective bargaining or other mutual aid or protection
See 29 U.S.C. § 157 (NLRA § 7).
Agency guidance · 2023-02-21
E.3 NLRB news release on McLaren Macomb, 372 NLRB No. 58 (2023)The NLRB held that offering severance terms that broadly waive Section 7 rights — including overbroad confidentiality and non-disparagement terms — violates the NLRA.
simply offering employees a severance agreement that requires them to broadly give up their rights under Section 7 of the Act violates Section 8(a)(1) of the Act.
See McLaren Macomb, 372 NLRB No. 58 (2023); NLRB Office of Public Affairs (Feb. 21, 2023).
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Property return and certification
Return-or-delete at separation, certified in writing. In Idaho the certification does double duty: the trade-secret claim that survives a narrowed covenant needs evidence of reasonable secrecy efforts and of what the worker took, and a contemporaneous signed certification is the cleanest version of both.
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Restrictive covenants (each independently includable)
Optional, and statutorily uncharted in Idaho — chapter 44-27 and the recent solicitation case law speak to direct competition and customer solicitation, not to recruiting former colleagues. Keep the clause inside the Covered Employees class and the Restricted Period, and define the prohibited conduct as affirmative recruiting, since a restraint with no statutory shelter survives on modesty.
Enforceable in Idaho, with one bright line drawn in 2025: solicitation is affirmative conduct that seeks the business, and a customer who independently walks over is not solicited. Confirm the clause restrains pursuit rather than acceptance, and that the customer class tracks actual relationships — the clause is at its strongest when it polices exactly the conduct the Supreme Court of Idaho described.
Non-dealing bars serving covered customers even when they call first — precisely the conduct Idaho's highest court has said is not solicitation. That makes the clause a deliberate risk decision here: Idaho has not resolved whether a no-service restraint enforces as written, gets analyzed as a direct-competition restriction under chapter 44-27, or fails. If it appears, expect it to be tested as a non-compete, key-worker gate and all.
An Idaho non-compete is a statutory creature: it binds only a key employee or key independent contractor, must protect legitimate business interests, and must stay within reasonable duration, geography, and work-scope limits. If the clause appears, route the review straight through the Idaho statutory gates at the end of this checklist — key status first, then the eighteen-month question, then the footprint presumptions — before evaluating any of its other terms. Courts here start with the statutes, not the older common law.
When the employer can name its real competitors, the covenant should bind those instead of leaning on the open-ended Competitive Business definition. Idaho caps every covenant at the restraint reasonably necessary to protect the employer's legitimate business interests, and a named list is about the strongest tailoring evidence a drafter can manufacture.
Rare and deliberate. Confirm the passive-holdings carve-out is intact and the clause shares the defined Restricted Period — and remember that an investment restraint must answer the same Idaho question as every other covenant: which legitimate business interest does it protect, and is it the least restraint that protects it?
Sources for this answer
Case law · 2025-07-11
G.1 Insure Idaho, LLC v. HornHorn supports the affirmative-action requirement for a solicitation finding.
Although “the difference between accepting and receiving business, on the one hand, and indirectly soliciting on the other, may be more metaphysical than real,” Alexander & Alexander, Inc. v. Danahy, 488 N.E.2d 22, 30 (Mass. App. Ct. 1986), one thing is certain: the restricted party needs to take affirmative action that entreats, implores, pleads, or petitions for the business at issue.
See Insure Idaho, LLC v. Horn, No. 49936 (Idaho July 11, 2025).
Case law · 2025-07-11
G.2 Insure Idaho, LLC v. HornHorn supports the rule that merely accepting business is not solicitation, which is why a non-dealing clause restrains more than a non-solicit.
To be clear, the mere acceptance of business, without more, does not fall within the plain meaning of solicitation; nor can a court infer solicitation from the simple communication between parties alone.
See Insure Idaho, LLC v. Horn, No. 49936 (Idaho July 11, 2025).
Primary law
G.3 Idaho Code § 44-2701Idaho Code § 44-2701 supports the rule that key employees and key independent contractors may enter enforceable non-competes if reasonable and no broader than necessary to protect legitimate business interests.
A key employee or key independent contractor may enter into a written agreement or covenant that protects the employer’s legitimate business interests and prohibits the key employee or key independent contractor from engaging in employment or a line of business that is in direct competition with the employer’s business after termination of employment, and the same shall be enforceable, if the agreement or covenant is reasonable as to its duration, geographical area, type of employment or line of business, and does not impose a greater restraint than is reasonably necessary to protect the employer’s legitimate business interests.
See Idaho Code § 44-2701.
Case law · 2022-10-31
G.4 Blaskiewicz v. Spine Institute of Idaho, P.A.Blaskiewicz supports treating chapter 44-27 as the governing statutory framework that a court must address first.
While Intermountain Eye and Freiburger remain instructive, the district court’s failure to address the relevant statutes constitutes clear error.
See Blaskiewicz v. Spine Inst. of Idaho, P.A., 171 Idaho 70, 518 P.3d 386 (2022).
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Non-disparagement
Standard to include with a stated term, but audit the carve-outs: truthful testimony, statements to government agencies, and protected workplace speech must sit outside the clause. Federal labor law polices overbroad versions in every state, and Idaho adds no special shelter for this clause — it is ordinary contract drafting with federal tripwires.
Sources for this answer
Agency guidance · 2023-02-21
H.1 NLRB news release on McLaren Macomb, 372 NLRB No. 58 (2023)The NLRB held that severance terms broadly waiving Section 7 rights — including overbroad non-disparagement provisions — violate the NLRA.
simply offering employees a severance agreement that requires them to broadly give up their rights under Section 7 of the Act violates Section 8(a)(1) of the Act.
See McLaren Macomb, 372 NLRB No. 58 (2023); NLRB Office of Public Affairs (Feb. 21, 2023).
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Physician-specific notices and carve-outs
Idaho does not ban healthcare non-competes, but it refuses to treat patients as assets: the employer's interest in the patients a provider served is limited by those patients' interests in continuity of care and in choosing their own provider, and a covenant that is otherwise assumed valid can still lose the injunction where enforcement would seriously impair public welfare in the affected community. The dedicated clause should say how departure is handled — patient notification, continuity of care, records access — and an employer planning to enforce should expect to prove community need and provider availability, not just a reasonable radius.
Sources for this answer
Case law · 2005-12-20
I.1 Intermountain Eye & Laser Centers, P.L.L.C. v. MillerIntermountain Eye supports weighing a physician employer's protectable interests against patients' interests in continuity of care and choice of provider.
The extent of Intermountain Eye’s interest in those patients Dr. Miller inherited when he joined the firm and those patients it provided him thereafter is limited by those patients’ interests in continuity of care and access to the health care provider of their choice.
See Intermountain Eye & Laser Ctrs., P.L.L.C. v. Miller, 142 Idaho 218, 127 P.3d 121 (2005).
Case law · 1985-01-09
I.2 Dick v. GeistDick supports denying injunctive enforcement of a physician restrictive covenant where public welfare in the affected community would be seriously impaired.
It has been shown, in this case, by sufficient competent, though disputed, evidence that the welfare of the public in the Twin Falls area would have been seriously impaired by enjoining Geist and Miles from practicing their specialty.
See Dick v. Geist, 107 Idaho 931, 693 P.2d 1133 (Ct. App. 1985).
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No conflicting obligations
The worker's representation that no earlier agreement or order blocks the new role. Idaho enforces reasonable covenants against key workers, so an incoming hire genuinely may carry a live restraint from the last job — surfacing it at signing protects the employer from tortious-interference exposure and tells the reviewer which side of an enforcement fight the company may end up on.
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Notice to future employers and other third parties
A genuine drafting choice, not a default. A notice clause can support enforcement, but a warning letter built on a covenant that fails the key-worker gate or overshoots eighteen months invites the tortious-interference claim to run the other way. If the clause appears, condition any third-party disclosure on a covenant the employer has actually vetted against the Idaho gates.
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Tolling during breach
The agreement should say whether the clock pauses during a breach — but flag any extension mechanism as an open Idaho question. No Idaho statute or appellate decision blesses tolling, and the statutory frame cuts against it: a tolling clause that pushes the effective restraint past eighteen months risks losing the duration presumption and triggering the requirement of consideration beyond employment, even though a court retains the power to modify unreasonable terms. Treat tolling language as a live drafting question, not a settled remedy.
Sources for this answer
Primary law
L.1 Idaho Code § 44-2704Idaho Code § 44-2704 supports the eighteen-month presumption that a tolling or extension clause puts at risk.
(2) It shall be a rebuttable presumption that an agreement or covenant with a postemployment term of eighteen (18) months or less is reasonable as to duration.
See Idaho Code § 44-2704.
Primary law
L.2 Idaho Code § 44-2703Idaho Code § 44-2703 supports the related point that an unreasonable covenant may be limited or modified by the court.
To the extent any such agreement or covenant is found to be unreasonable in any respect, a court shall limit or modify the agreement or covenant as it shall determine necessary to reflect the intent of the parties and render it reasonable in light of the circumstances in which it was made and specifically enforce the agreement or covenant as limited or modified.
See Idaho Code § 44-2703.
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Remedies
Look for the acknowledgement that breach may cause irreparable harm and that an injunction is appropriate relief — then keep its limits in view. An Idaho court weighs the public interest before enjoining anyone, and the recital cannot carry that weighing. Note the parallel track: where the real harm is information misuse, the Idaho Trade Secrets Act authorizes an injunction against actual or threatened misappropriation without any covenant at all.
A commercial choice — the American Rule applies if the agreement is silent, and Idaho's covenant chapter adds no fee regime of its own. If fee-shifting appears, check that it is mutual and prevailing-party based; a one-way employer clause is exactly the sort of term strict construction against the employer makes expensive to defend.
Sources for this answer
Primary law
M.1 Idaho Code § 48-802Idaho Code § 48-802 supports injunctive relief for actual or threatened trade-secret misappropriation, independent of any covenant.
(1) Actual or threatened misappropriation may be enjoined.
See Idaho Code § 48-802.
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Severability and reformation
Idaho turns the usual severability question inside out: the statute orders the court to limit or modify an unreasonable covenant and enforce it as modified, so no savings clause is needed to authorize the rescue — and none can enlarge it. The real review question is whether the covenant gives the court something it can fix, because Idaho courts narrow terms only where it can be done simply and accurately and will not substantially rewrite the contract. An overbroad-but-complete covenant usually comes back trimmed and enforced; a covenant missing its geography, its work scope, or its protectable-interest theory asks the court to draft, not trim, and strict construction against the employer fills the silence the other way.
Sources for this answer
Primary law
N.1 Idaho Code § 44-2703Idaho Code § 44-2703 supports mandatory judicial modification and enforcement of an unreasonable covenant as modified.
To the extent any such agreement or covenant is found to be unreasonable in any respect, a court shall limit or modify the agreement or covenant as it shall determine necessary to reflect the intent of the parties and render it reasonable in light of the circumstances in which it was made and specifically enforce the agreement or covenant as limited or modified.
See Idaho Code § 44-2703.
Case law · 2005-12-20
N.2 Intermountain Eye & Laser Centers, P.L.L.C. v. MillerIntermountain Eye supports the limit that a court may blue-pencil only when it can do so simply and accurately and should not substantially rewrite the contract.
While the court may blue-pencil, if it can be done simply and accurately, the court will not do a substantial rewrite of the contract.
See Intermountain Eye & Laser Ctrs., P.L.L.C. v. Miller, 142 Idaho 218, 127 P.3d 121 (2005).
Case law · 2022-10-31
N.3 Blaskiewicz v. Spine Institute of Idaho, P.A.Blaskiewicz supports applying Idaho Code § 44-2703's modification power before declaring an overbroad covenant unenforceable.
However, even if the provision is too broad, the district court had within its power the ability to limit or modify the non-compete provision through blue-penciling.
See Blaskiewicz v. Spine Inst. of Idaho, P.A., 171 Idaho 70, 518 P.3d 386 (2022).
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Survival
Per-covenant survival keeps each clock independently checkable — perpetual for trade secrets, finite elsewhere. In Idaho the discipline has a statutory payoff: the eighteen-month limit attaches to the direct-competition restraint specifically, and a bundled survival clause is where a quietly longer obligation hides from that audit.
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Assignment and successors
Confirm employer-side assignability to successors and that the worker cannot assign. Remember what travels with the covenant in Idaho: the key-worker analysis is built on what this employer invested in this worker, so a successor enforcing an assigned covenant inherits the same threshold showing — assignment moves the covenant without upgrading it.
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Governing law, venue, dispute process
The agreement must not include a stipulation that keeps a party from enforcing contract rights in Idaho tribunals, and must not require arbitration outside Idaho — the statute voids such stipulations as against Idaho public policy, and the Supreme Court of Idaho has treated that policy as strong enough to strike forum-selection clauses outright. Choice of law is a separate analysis: a foreign governing-law line is not automatically void, but it cannot do the forum's work. The clause should still state governing law, venue, and process; for an Idaho worker, drafting that keeps Idaho tribunals available is the only version that operates as written.
Sources for this answer
Primary law
Q.1 Idaho Code § 29-110Idaho Code § 29-110 supports voiding contract provisions that restrict enforcement of contract rights in Idaho tribunals or require arbitration outside Idaho.
(1) Every stipulation or condition in a contract, by which any party thereto is restricted from enforcing his rights under the contract in Idaho tribunals, or which limits the time within which he may thus enforce his rights, is void as it is against the public policy of Idaho.
See Idaho Code § 29-110.
Case law · 2021-05-19
Q.2 Off-Spec Solutions, LLC v. Transportation Investors, LLCOff-Spec Solutions supports treating Idaho Code § 29-110 as a strong Idaho public policy that can invalidate out-of-state forum-selection clauses.
Therefore, we hold that Idaho Code section 29-110(1) constitutes a strong public policy that is sufficient to invalidate the forum selection clauses in the purchase agreement and the LLC agreement.
See Off-Spec Sols., LLC v. Transp. Invs., LLC, No. 47940 (Idaho May 19, 2021).
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Entire agreement, amendment, waiver, e-signatures
Standard boilerplate with one Idaho-shaped check inside: an amendment that stretches the direct-competition term past eighteen months needs consideration beyond continued employment, so the amendment mechanics should not let a routine refresh extend the restraint without anything new moving to the worker. Confirm the merger clause does not accidentally swallow a separate confidentiality or invention agreement the employer means to keep.
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Idaho statutory gates (Idaho Code §§ 44-2701 to 44-2704)
The five items below exist only on this Idaho page: they implement the chapter 44-27 key-worker gate, the eighteen-month duration rule, the statutory reasonableness presumptions, the sale-of-business deference, and the trade-secret protections that survive independently of the covenant.
Before anything else, establish that the bound worker is key. Idaho enforces a direct-competition covenant only against a key employee or key independent contractor — a worker who, through the employer's investment of time, money, trust, or exposure to customers, technologies, and business plans, gained the inside knowledge, influence, or public standing to genuinely threaten the employer's legitimate business interests. A worker among the highest-paid five percent is presumed key, rebuttably; everyone else needs the functional showing on the record. Independent contractors are expressly inside the regime, so a contractor-facing form does not escape the gate — and a covenant binding a worker who is not key fails at the threshold no matter how modest its terms.
Run the duration math both ways. A direct-competition restriction may not exceed eighteen months from termination unless the worker received consideration beyond employment or continued employment — the statute admits no circumstances otherwise. At or under eighteen months, the covenant starts from a rebuttable presumption of reasonable duration, and continued employment alone is adequate consideration. So a term over eighteen months demands two things from the file: proof that something extra actually moved to the worker, and a willingness to litigate duration without the presumption.
Idaho hands out two more presumptions, and both are tied to the worker rather than the company: geography is presumed reasonable when confined to the areas where the worker provided services or had a significant presence or influence, and work scope is presumed reasonable when limited to the type of employment or line of business the worker actually conducted for the employer. Statewide territories and whole-industry restrictions forfeit both presumptions and litigate bare reasonableness — where the realistic endpoint is a court narrowing the covenant to the work actually performed, as the Supreme Court of Idaho sketched for a surgeon restricted from all medicine rather than his actual specialty.
A covenant ancillary to the sale of a business reviews under a friendlier lens: the buyer is usually purchasing the goodwill of the business and is entitled to reasonable protection from the seller's competition, and a five-year, fifty-mile restraint has survived facial attack in that context. The deference is real but earned — tie the restraint to the sold business and its goodwill, and keep duration, geography, and scope defensible on their own, because reasonableness review does not disappear just because the covenant rode a purchase agreement.
Check the architecture: confidentiality and trade-secret obligations should stand apart from the covenants, because Idaho's covenant chapter expressly leaves them untouched and the Idaho Trade Secrets Act enjoins actual or threatened misappropriation on its own authority. A covenant that fails the key-worker gate or the duration cap takes nothing else down with it — unless the drafting fused the obligations together, with confidentiality defined by the Restricted Period or buried inside the covenant section. Keep the fallback independent; it is often the remedy that actually issues.
Sources for this answer
Primary law
S.1 Idaho Code § 44-2701Idaho Code § 44-2701 supports the rule that only key employees and key independent contractors may enter enforceable post-employment non-competes, and only if reasonable.
A key employee or key independent contractor may enter into a written agreement or covenant that protects the employer’s legitimate business interests and prohibits the key employee or key independent contractor from engaging in employment or a line of business that is in direct competition with the employer’s business after termination of employment, and the same shall be enforceable, if the agreement or covenant is reasonable as to its duration, geographical area, type of employment or line of business, and does not impose a greater restraint than is reasonably necessary to protect the employer’s legitimate business interests.
See Idaho Code § 44-2701.
Primary law
S.2 Idaho Code § 44-2702Idaho Code § 44-2702 supports the functional definition of key employees and key independent contractors.
(1) "Key employees" and "key independent contractors" shall include those employees or independent contractors who, by reason of the employer’s investment of time, money, trust, exposure to the public, or exposure to technologies, intellectual property, business plans, business processes and methods of operation, customers, vendors or other business relationships during the course of employment, have gained a high level of inside knowledge, influence, credibility, notoriety, fame, reputation or public persona as a representative or spokesperson of the employer and, as a result, have the ability to harm or threaten an employer’s legitimate business interests.
See Idaho Code § 44-2702.
Primary law
S.3 Idaho Code § 44-2704Idaho Code § 44-2704(5) supports the highest-paid-five-percent rebuttable presumption for key employees and key independent contractors.
(5) It shall be a rebuttable presumption that an employee or independent contractor who is among the highest paid five percent (5%) of the employer’s employees or independent contractors is a "key employee" or a "key independent contractor."
See Idaho Code § 44-2704.
Case law · 2020-04-16
S.4 State ex rel. Industrial Commission v. Sky Down Skydiving, LLCSky Down Skydiving supports the point that Idaho Code § 44-2701 permits non-competition clauses for independent contractors.
Although non-competition clauses are permitted for independent contractors under Idaho Code section 44-2701, such a provision is more indicative of the type of control an employer typically exercises over an employee.
See Indus. Comm'n v. Sky Down Skydiving, LLC, 166 Idaho 564, 462 P.3d 92 (2020).
Primary law
S.5 Idaho Code § 44-2704Idaho Code § 44-2704(1) bars a direct-competition restriction longer than eighteen months unless consideration in addition to employment or continued employment is given.
(1) Under no circumstances shall a provision of such agreement or covenant, as set forth herein, establish a postemployment restriction of direct competition that exceeds a period of eighteen (18) months from the time of the key employee’s or key independent contractor’s termination unless consideration, in addition to employment or continued employment, is given to a key employee or key independent contractor.
See Idaho Code § 44-2704(1).
Primary law
S.6 Idaho Code § 44-2704Idaho Code § 44-2704(2) creates a rebuttable presumption that a covenant with a postemployment term of eighteen months or less is reasonable as to duration.
(2) It shall be a rebuttable presumption that an agreement or covenant with a postemployment term of eighteen (18) months or less is reasonable as to duration.
See Idaho Code § 44-2704(2).
Primary law
S.7 Idaho Code § 44-2704Idaho Code § 44-2704(3) presumes a geographic restriction reasonable if confined to areas where the key worker provided services or had a significant presence or influence.
(3) It shall be a rebuttable presumption that an agreement or covenant is reasonable as to geographic area if it is restricted to the geographic areas in which the key employee or key independent contractor provided services or had a significant presence or influence.
See Idaho Code § 44-2704(3).
Primary law
S.8 Idaho Code § 44-2704Idaho Code § 44-2704(4) presumes a covenant reasonable as to type of employment or line of business if limited to the work the key worker conducted for the employer.
(4) It shall be a rebuttable presumption that an agreement or covenant is reasonable as to type of employment or line of business if it is limited to the type of employment or line of business conducted by the key employee or key independent contractor, as defined in section 44-2702, Idaho Code, while working for the employer.
See Idaho Code § 44-2704(4).
Case law · 2022-10-31
S.9 Blaskiewicz v. Spine Institute of Idaho, P.A.Blaskiewicz supports tailoring a physician non-compete to the type of medicine performed for the former employer when the facts support modification.
For example, it is possible that, under the proper factual findings, the district court could have modified the agreement to preclude Blaskiewicz from practicing only the type of medicine he did for the Spine Institute, i.e., complex spinal deformity surgery, yet allow him to perform other surgeries he is otherwise qualified to perform.
See Blaskiewicz v. Spine Inst. of Idaho, P.A., 171 Idaho 70, 518 P.3d 386 (2022).
Case law · 2008-01-30
S.10 Bybee v. IsaacBybee supports giving sale-of-business covenants more deference than employment non-competes because they protect purchased goodwill.
When the covenant not to compete is ancillary to the sale of a business, any decision on the reasonableness of the covenants must recognize “that the vendee is usually purchasing the good will of the business and thus is entitled to reasonable protection from competition by the seller.”
See Bybee v. Isaac, 145 Idaho 251, 178 P.3d 616 (2008).
Case law · 2008-01-30
S.11 Bybee v. IsaacBybee supports the conclusion that a five-year, fifty-mile business-sale covenant was not facially overbroad as a matter of law.
However, when viewing the non-compete covenant in this case in the context of the sale of a business, it is not so over-broad and vague as to be unenforceable as a matter of law.
See Bybee v. Isaac, 145 Idaho 251, 178 P.3d 616 (2008).
Primary law
S.12 Idaho Code § 44-2704Idaho Code § 44-2704 supports preserving trade-secret and proprietary-information protection apart from chapter 44-27 non-compete limits.
Nothing in this chapter shall be construed to limit a party’s ability to otherwise protect trade secrets or other information deemed proprietary or confidential.
See Idaho Code § 44-2704.
Primary law
S.13 Idaho Code § 48-802Idaho Code § 48-802 supports injunctive relief for actual or threatened trade-secret misappropriation.
(1) Actual or threatened misappropriation may be enjoined.
See Idaho Code § 48-802.