# Non-Compete Agreement Review Checklist — Idaho[^about]
A clause-by-clause reviewer checklist for Idaho employee restrictive covenant agreements — confidentiality, non-solicits, non-competes, and non-disparagement under Idaho Code title 44, chapter 27's key-employee gate, eighteen-month safe harbor, and mandatory judicial modification.
## Parties and cover-term identification {#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](/legal/non-compete/idaho).
- [ ] **Parties identified by name** (Recommended) — 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. [#identify-parties]
- [ ] **Effective date** (Recommended) — 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. [#identify-effective-date]
- [ ] **Employee title** (Recommended) — 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. [^idaho-top-five-cover] [#identify-employee-title]
- [ ] **Governing law state named** (Recommended) — 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. [^idaho-29-110-cover] [#identify-governing-law]
## Definitions {#definitions}
- [ ] **Confidential information** (Recommended) — 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. [^idaho-preservation-defs] [#define-confidential-information]
- [ ] **Trade secrets** (Recommended) — 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. [^idaho-itsa-definition-defs] [#define-trade-secrets]
- [ ] **Restricted period** (Recommended) — 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-duration-presumption-defs] [#define-restricted-period]
- [ ] **Restricted territory** (Recommended) — 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. [^idaho-geographic-presumption-defs] [#define-restricted-territory]
- [ ] **Covered customers** (Recommended) — 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. [^idaho-legitimate-interests-defs] [#define-covered-customers]
- [ ] **Covered employees** (Recommended) — 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. [#define-covered-employees]
- [ ] **Protected business interests** (Recommended) — 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. [^idaho-legitimate-interests-defs] [#define-protected-interests]
- [ ] **Competitive business** (Recommended) — 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. [^idaho-direct-competition-defs] [#define-competitive-business]
- [ ] **Small public-stock carve-out** (Recommended) — 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. [#permit-de-minimis-passive-public-investment-carveout]
- [ ] **Passive public holdings** (Optional) — 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. [#define-passive-public-holdings]
- [ ] **What counts as soliciting** (Recommended) — 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. [^idaho-horn-overt-act-defs][^idaho-horn-no-acceptance-defs] [#define-solicit-as-affirmative-conduct]
- [ ] **Termination of employment** (Recommended) — 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. [^idaho-duration-cap-defs] [#define-termination-of-employment]
## Timing and execution acknowledgements {#timing-and-execution-acknowledgements}
- [ ] **When the agreement was signed** (Recommended) — 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. [^idaho-hansen-consideration-timing][^idaho-added-consideration-timing] [#acknowledge-timing]
- [ ] **Chance to consult a lawyer** (Recommended) — 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. [#acknowledge-opportunity-to-consult-counsel]
## Confidentiality and trade-secret treatment {#confidentiality-and-trade-secret-treatment}
- [ ] **Trade-secret protection without an end date** (Required) — 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. [^dtsa-trade-secret-definition] [#treat-trade-secret-protection-as-perpetual]
- [ ] **Confidentiality end date** (Recommended) — 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. [#state-confidentiality-duration]
## Permitted disclosures and protected conduct {#permitted-disclosures-and-protected-conduct}
- [ ] **DTSA whistleblower notice** (Required) — 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. [^dtsa-immunity-notice] [#disclose-dtsa-notice]
- [ ] **Wage-discussion carve-out** (Required) — 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. [^nlra-section-7-rights][^mclaren-macomb-protected-activity] [#carve-out-nlra-protected-discussion]
- [ ] **Court-ordered disclosure allowed** (Recommended) — 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. [#permit-compelled-disclosure]
## Property return and certification {#property-return-and-certification}
- [ ] **Property return and sign-off** (Recommended) — 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. [#require-property-return-and-certification]
## Restrictive covenants (each independently includable) {#restrictive-covenants-each-independently-includable}
- [ ] **Employee non-solicit** (Optional) — 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. [#permit-employee-nonsolicit]
- [ ] **Customer non-solicit** (Optional) — 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. [^idaho-horn-affirmative-cov] [#permit-customer-nonsolicit]
- [ ] **Non-dealing covenant** (Optional) — 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. [^idaho-horn-acceptance-cov] [#permit-non-dealing]
- [ ] **Non-compete covenant** (Optional) — 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. [^idaho-key-enforceable-cov][^idaho-blaskiewicz-statute-first-cov] [#permit-non-compete]
- [ ] **Named-competitor narrowing** (Recommended) — 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. [^idaho-key-enforceable-cov] [#narrow-non-compete-by-specified-competitors-when-provided]
- [ ] **Non-investment covenant** (Optional) — 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? [#permit-non-investment]
## Non-disparagement {#non-disparagement}
- [ ] **Non-disparagement** (Recommended) — 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. [^mclaren-macomb-nondisparagement] [#require-non-disparagement]
## Physician-specific notices and carve-outs {#physician-specific-notices-and-carve-outs}
- [ ] **Healthcare covenants and patient access** (Recommended) — 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. [^idaho-intermountain-patients-hc][^idaho-dick-welfare-hc] [#weigh-healthcare-covenants-against-patient-access]
## No conflicting obligations {#no-conflicting-obligations}
- [ ] **No conflicting obligations** (Recommended) — 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. [#require-no-conflicting-obligations-representation]
## Notice to future employers and other third parties {#notice-to-future-employers-and-other-third-parties}
- [ ] **Notice to future employers** (Optional) — 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. [#address-notice-to-future-employers]
## Tolling during breach {#tolling-during-breach}
- [ ] **Restriction extended during a breach** (Recommended) — 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. [^idaho-tolling-presumption][^idaho-tolling-modification] [#address-tolling-during-breach]
## Remedies {#remedies}
- [ ] **Injunction availability** (Recommended) — 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. [^idaho-itsa-injunction-rem] [#require-injunctive-relief-availability]
- [ ] **Attorney fees and costs** (Optional) — 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. [#address-attorneys-fees-and-costs]
## Severability and reformation {#severability-and-reformation}
- [ ] **A covenant the court can trim** (Recommended) — 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. [^idaho-mandatory-modification-sev][^idaho-simple-blue-pencil-sev][^idaho-blaskiewicz-modify-sev] [#draft-a-covenant-the-court-can-modify-simply-and-accurately]
## Survival {#survival}
- [ ] **Survival after the agreement ends** (Recommended) — 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. [#address-survival-per-covenant]
## Assignment and successors {#assignment-and-successors}
- [ ] **Assignment and successors** (Recommended) — 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. [#address-assignment-and-successors]
## Governing law, venue, dispute process {#governing-law-venue-dispute-process}
- [ ] **Idaho courts stay open to the worker** (Prohibited) — 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. [^idaho-29-110-gov][^idaho-off-spec-gov] [#keep-idaho-tribunals-open-for-covenant-disputes]
## Entire agreement, amendment, waiver, e-signatures {#entire-agreement-amendment-waiver-e-signatures}
- [ ] **Entire agreement, amendments, e-signatures** (Recommended) — 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. [#address-entire-agreement-amendment-waiver-and-e-signatures]
## Idaho statutory gates (Idaho Code §§ 44-2701 to 44-2704) {#idaho-statutory-gates}
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.
- [ ] **Key worker only** (Required) — 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. [^idaho-key-enforceable-gate][^idaho-key-definition-gate][^idaho-top-five-gate][^idaho-sky-down-gate] [#gate-covenants-to-key-employees-and-key-independent-contractors]
- [ ] **Eighteen months unless extra consideration** (Prohibited) — 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-duration-cap-gate][^idaho-duration-presumption-gate] [#cap-direct-competition-restraint-at-eighteen-months-absent-added-consideration]
- [ ] **Territory and duties match the worker's footprint** (Recommended) — 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. [^idaho-geographic-gate][^idaho-line-of-business-gate][^idaho-blaskiewicz-scope-gate] [#fit-geography-and-work-scope-to-the-workers-actual-footprint]
- [ ] **Sale-of-business deference** (Recommended) — 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. [^idaho-bybee-goodwill-gate][^idaho-bybee-not-overbroad-gate] [#review-sale-of-business-covenants-under-goodwill-deference]
- [ ] **Trade-secret protection stands alone** (Recommended) — 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. [^idaho-preservation-gate][^idaho-itsa-injunction-gate] [#preserve-independent-trade-secret-protection]
[^about]: By Steven Obiajulu, J.D. Published by [openagreements.org](https://openagreements.org) · Maintained by [UseJunior](https://usejunior.com). Last reviewed 2026-06-12. License: CC BY 4.0. Steven Obiajulu, J.D. edits this review checklist for Idaho (US) coverage. It synthesizes legal sources and is not legal advice. This article is for informational purposes only and does not create an attorney-client relationship.
[^idaho-top-five-cover]: **Idaho Code § 44-2704** — "(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.’" *Idaho Code § 44-2704.*
[^idaho-29-110-cover]: **Idaho Code § 29-110** — "(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." *Idaho Code § 29-110.*
[^idaho-preservation-defs]: **Idaho Code § 44-2704** — "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." *Idaho Code § 44-2704.*
[^idaho-itsa-definition-defs]: **Idaho Code § 48-801** — "(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." *Idaho Code § 48-801.*
[^idaho-duration-presumption-defs]: **Idaho Code § 44-2704** — "(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." *Idaho Code § 44-2704(2).*
[^idaho-geographic-presumption-defs]: **Idaho Code § 44-2704** — "(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." *Idaho Code § 44-2704(3).*
[^idaho-legitimate-interests-defs]: **Idaho Code § 44-2702** — "(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." *Idaho Code § 44-2702.*
[^idaho-direct-competition-defs]: **Idaho Code § 44-2701** — "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." *Idaho Code § 44-2701.*
[^idaho-horn-overt-act-defs]: **Insure Idaho, LLC v. Horn** — "We hold that the plain meaning of solicitation requires some overt act initiated by one party, seeking something in return from a second party." *Insure Idaho, LLC v. Horn, No. 49936 (Idaho July 11, 2025).*
[^idaho-horn-no-acceptance-defs]: **Insure Idaho, LLC v. Horn** — "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." *Insure Idaho, LLC v. Horn, No. 49936 (Idaho July 11, 2025).*
[^idaho-duration-cap-defs]: **Idaho Code § 44-2704** — "(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." *Idaho Code § 44-2704(1).*
[^idaho-hansen-consideration-timing]: **Insurance Associates Corp. v. Hansen** — "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." *Ins. Assocs. Corp. v. Hansen, 116 Idaho 948, 782 P.2d 1230 (1989).*
[^idaho-added-consideration-timing]: **Idaho Code § 44-2704** — "(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." *Idaho Code § 44-2704(1).*
[^dtsa-trade-secret-definition]: **Defend Trade Secrets Act — definition of a trade secret, 18 U.S.C. § 1839** — "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" *18 U.S.C. § 1839(3)(B) (2018).*
[^dtsa-immunity-notice]: **Defend Trade Secrets Act — employer immunity-notice requirement, 18 U.S.C. § 1833(b)** — "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." *18 U.S.C. § 1833(b)(3)(A) (2018).*
[^nlra-section-7-rights]: **NLRA Section 7 — protected concerted activity, 29 U.S.C. § 157** — "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" *29 U.S.C. § 157 (NLRA § 7).*
[^mclaren-macomb-protected-activity]: **NLRB news release on McLaren Macomb, 372 NLRB No. 58 (2023)** — "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." *McLaren Macomb, 372 NLRB No. 58 (2023); NLRB Office of Public Affairs (Feb. 21, 2023).*
[^idaho-horn-affirmative-cov]: **Insure Idaho, LLC v. Horn** — "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." *Insure Idaho, LLC v. Horn, No. 49936 (Idaho July 11, 2025).*
[^idaho-horn-acceptance-cov]: **Insure Idaho, LLC v. Horn** — "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." *Insure Idaho, LLC v. Horn, No. 49936 (Idaho July 11, 2025).*
[^idaho-key-enforceable-cov]: **Idaho Code § 44-2701** — "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." *Idaho Code § 44-2701.*
[^idaho-blaskiewicz-statute-first-cov]: **Blaskiewicz v. Spine Institute of Idaho, P.A.** — "While Intermountain Eye and Freiburger remain instructive, the district court’s failure to address the relevant statutes constitutes clear error." *Blaskiewicz v. Spine Inst. of Idaho, P.A., 171 Idaho 70, 518 P.3d 386 (2022).*
[^mclaren-macomb-nondisparagement]: **NLRB news release on McLaren Macomb, 372 NLRB No. 58 (2023)** — "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." *McLaren Macomb, 372 NLRB No. 58 (2023); NLRB Office of Public Affairs (Feb. 21, 2023).*
[^idaho-intermountain-patients-hc]: **Intermountain Eye & Laser Centers, P.L.L.C. v. Miller** — "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." *Intermountain Eye & Laser Ctrs., P.L.L.C. v. Miller, 142 Idaho 218, 127 P.3d 121 (2005).*
[^idaho-dick-welfare-hc]: **Dick v. Geist** — "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." *Dick v. Geist, 107 Idaho 931, 693 P.2d 1133 (Ct. App. 1985).*
[^idaho-tolling-presumption]: **Idaho Code § 44-2704** — "(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." *Idaho Code § 44-2704.*
[^idaho-tolling-modification]: **Idaho Code § 44-2703** — "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." *Idaho Code § 44-2703.*
[^idaho-itsa-injunction-rem]: **Idaho Code § 48-802** — "(1) Actual or threatened misappropriation may be enjoined." *Idaho Code § 48-802.*
[^idaho-mandatory-modification-sev]: **Idaho Code § 44-2703** — "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." *Idaho Code § 44-2703.*
[^idaho-simple-blue-pencil-sev]: **Intermountain Eye & Laser Centers, P.L.L.C. v. Miller** — "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." *Intermountain Eye & Laser Ctrs., P.L.L.C. v. Miller, 142 Idaho 218, 127 P.3d 121 (2005).*
[^idaho-blaskiewicz-modify-sev]: **Blaskiewicz v. Spine Institute of Idaho, P.A.** — "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." *Blaskiewicz v. Spine Inst. of Idaho, P.A., 171 Idaho 70, 518 P.3d 386 (2022).*
[^idaho-29-110-gov]: **Idaho Code § 29-110** — "(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." *Idaho Code § 29-110.*
[^idaho-off-spec-gov]: **Off-Spec Solutions, LLC v. Transportation Investors, LLC** — "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." *Off-Spec Sols., LLC v. Transp. Invs., LLC, No. 47940 (Idaho May 19, 2021).*
[^idaho-key-enforceable-gate]: **Idaho Code § 44-2701** — "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." *Idaho Code § 44-2701.*
[^idaho-key-definition-gate]: **Idaho Code § 44-2702** — "(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." *Idaho Code § 44-2702.*
[^idaho-top-five-gate]: **Idaho Code § 44-2704** — "(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.’" *Idaho Code § 44-2704.*
[^idaho-sky-down-gate]: **State ex rel. Industrial Commission v. Sky Down Skydiving, LLC** — "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." *Indus. Comm'n v. Sky Down Skydiving, LLC, 166 Idaho 564, 462 P.3d 92 (2020).*
[^idaho-duration-cap-gate]: **Idaho Code § 44-2704** — "(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." *Idaho Code § 44-2704(1).*
[^idaho-duration-presumption-gate]: **Idaho Code § 44-2704** — "(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." *Idaho Code § 44-2704(2).*
[^idaho-geographic-gate]: **Idaho Code § 44-2704** — "(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." *Idaho Code § 44-2704(3).*
[^idaho-line-of-business-gate]: **Idaho Code § 44-2704** — "(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." *Idaho Code § 44-2704(4).*
[^idaho-blaskiewicz-scope-gate]: **Blaskiewicz v. Spine Institute of Idaho, P.A.** — "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." *Blaskiewicz v. Spine Inst. of Idaho, P.A., 171 Idaho 70, 518 P.3d 386 (2022).*
[^idaho-bybee-goodwill-gate]: **Bybee v. Isaac** — "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.’" *Bybee v. Isaac, 145 Idaho 251, 178 P.3d 616 (2008).*
[^idaho-bybee-not-overbroad-gate]: **Bybee v. Isaac** — "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." *Bybee v. Isaac, 145 Idaho 251, 178 P.3d 616 (2008).*
[^idaho-preservation-gate]: **Idaho Code § 44-2704** — "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." *Idaho Code § 44-2704.*
[^idaho-itsa-injunction-gate]: **Idaho Code § 48-802** — "(1) Actual or threatened misappropriation may be enjoined." *Idaho Code § 48-802.*