# Non-Compete Agreement Review Checklist — Iowa[^about] A clause-by-clause reviewer checklist for Iowa employee restrictive covenant agreements — confidentiality, non-solicits, non-competes, and non-disparagement under the Revere Transducers three-prong reasonableness test and Iowa's narrow occupation statutes. ## Parties and cover-term identification {#parties-and-cover-term-identification} Review every item below the way an Iowa court would: there is no general non-compete statute, so each restraint stands or falls on a three-prong reasonableness test — is it reasonably necessary to protect the employer, is it unreasonably restrictive of the worker, does it prejudice the public — with the employer carrying the burden and the court willing to trim an overbroad covenant rather than void it. A handful of occupation and sector statutes cut in before any balancing starts. For the question-by-question legal analysis behind these items, see the [Iowa non-compete practice note](/legal/non-compete/iowa). - [ ] **Parties identified by name** (Recommended) — Confirm the named employer is the entity that actually holds the relationship. Iowa's narrow statutes attach by who is contracting, not just what the clause says: a health-care employment agency, a franchisor, and the University of Iowa Hospitals and Clinics each sit under their own rule, so a covenant papered through a parent or staffing affiliate can obscure which regime governs. [#identify-parties] - [ ] **Effective date** (Recommended) — Date the instrument and every covenant clock that runs from it. The date also feeds the statutory gates: the 2026 UIHC rule reaches listed clinical contracts entered into, extended, or renewed on or after the effective date of the Act, while the mental-health statute voids contrary provisions whenever the agreement was signed — an undated instrument leaves the reviewer guessing on both. [^ia-hf2254-dates] [#identify-effective-date] - [ ] **Employee title** (Recommended) — In Iowa the worker's role selects the rulebook before the balancing starts: licensed mental health professionals, health-care staffing agency workers, and the six UIHC clinical roles each trigger a statute, and the title also shapes the common-law analysis — the nature of the restrained occupation is one of the factors courts weigh. Record the title and the actual duties. [#identify-employee-title] - [ ] **Governing law state named** (Recommended) — Check that the governing state is stated. The choice decides whether the covenant is measured against Iowa's three-prong test, its employer-side burden, and its occupation statutes or against some other body of law — and an agreement that leaves the question open invites a threshold fight before the merits. [#identify-governing-law] ## Definitions {#definitions} - [ ] **Confidential information** (Recommended) — Tie the definition to material the employer can genuinely call its own. Iowa draws a hard line at the worker's own competence: a former employee cannot be precluded from using the skill and general knowledge gained through experience or instruction on the job, so a definition that sweeps in everything the worker ever learned reads as overreach rather than a protectable interest. [^ia-glass-general-skill] [#define-confidential-information] - [ ] **Trade secrets** (Recommended) — Track the statutory definition in Iowa's trade-secret act: independent economic value from secrecy plus efforts that are reasonable under the circumstances to maintain secrecy. A definition aligned with chapter 550 anchors the strongest protectable interest available to support the covenants and keeps the statutory remedies — injunction, damages, fees — within reach. [^ia-utsa-definition] [#define-trade-secrets] - [ ] **Restricted period** (Recommended) — One defined Restricted Period keeps every duration auditable. Iowa offers no statutory safe harbor — duration is weighed case by case under the three-prong test, and the favorable authority involves modest periods justified by real customer relationships, such as a one-year restriction that left the worker free to practice his profession elsewhere. The longer the period, the more record the employer needs. [^ia-pro-edge-duration] [#define-restricted-period] - [ ] **Restricted territory** (Recommended) — Map the territory to where the worker actually worked. Iowa's reformation cases show exactly how a court re-draws the line: a two-county restraint was cut down to the six townships the employee had served, because protecting territory the worker never touched exceeded what the employer needed. Draft to the worked footprint and the clause will not need that surgery. [^ia-farm-bureau-territory] [#define-restricted-territory] - [ ] **Covered customers** (Recommended) — Bound the class to customers the worker had material contact with during a stated look-back window. Customer proximity is the first factor Iowa courts weigh when testing a covenant, so a class built on actual relationships does the persuading for you — a market-wide class built on aspiration does the opposite. [^ia-revere-factors] [#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 Iowa statute addresses employee non-solicits, so the clause is judged on the same reasonableness balancing as everything else — a modest, relationship-based class is far easier to defend than a workforce-wide hiring fence. [#define-covered-employees] - [ ] **Protected business interests** (Recommended) — Name the interests in the vocabulary Iowa weighs: close customer relationships, information peculiar to the employer's business, the nature of the business, and the nature of the restrained occupation. The necessity prong runs through these interests, and a recital that claims only a general wish to avoid competition supports nothing. [^ia-revere-factors] [#define-protected-interests] - [ ] **Competitive business** (Recommended) — Describe the genuinely competing activity in concrete terms, and test the definition against the worker's livelihood. The Iowa authority that upheld a covenant stressed what the clause did not do — it did not stop the veterinarian from practicing his field or even his specialty, only from doing so near the employer's facilities for a year. A definition that swallows the worker's whole trade fails the second prong on its face. [^ia-pro-edge-duration] [#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 adds restriction on the worker the employer cannot tie to any protectable interest — gratuitous breadth that weighs against the covenant under the second prong. [#permit-de-minimis-passive-public-investment-carveout] - [ ] **Passive public holdings** (Optional) — A drafting convenience, not a requirement — plenty of 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) — Pin the term down — active outreach, passive acceptance, or both. Iowa analyzes solicitation limits under the same reasonableness framework as full non-competes, so a precise, customer-directed definition is what lets the reviewer argue the clause restrains only the relationships the employer actually needs protected. [#define-solicit] - [ ] **Termination of employment** (Recommended) — Verify the trigger covers resignation, dismissal, and expiration of a fixed term the same way. Iowa's reformation cases measure the restricted period from the date employment terminated, so an ambiguous trigger muddies every covenant clock downstream — and hands the court one more piece of text to construe. [^ia-farm-bureau-fixed-period] [#define-termination-of-employment] ## Timing and execution acknowledgements {#timing-and-execution-acknowledgements} - [ ] **Timing and consideration recorded** (Recommended) — Record when the covenant was signed and what the worker received. Iowa's formation rule is forgiving — continuing employment for an indefinite period is sufficient consideration even for a covenant signed after the job began — but formation is all it settles. The same court that found continued employment sufficient still refused enforcement because the worker's gain was grossly disproportionate to the injury enforcement would cause, so read the recital as preserving the formation point, never as settling enforceability. [^ia-farm-bureau-consideration][^ia-glass-consideration] [#record-continued-employment-consideration] - [ ] **Chance to consult a lawyer** (Recommended) — No Iowa statute demands it, but the second prong asks how hard the restraint lands on the worker — and a documented opportunity to take the agreement to a lawyer before signing is cheap evidence that the process was fair rather than coercive. [#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 federal law defines the right, and Iowa's chapter 550 keys protection to continued secrecy the same way. A fixed expiry on trade-secret confidentiality quietly forfeits protection the employer is entitled to keep, and weakens the strongest interest available to support any accompanying covenant. [^fed-dtsa-definition] [#treat-trade-secret-protection-as-perpetual] - [ ] **Confidentiality end date** (Recommended) — Give ordinary confidential information its own finite term. A perpetual lid on material that never met the trade-secret definition is exactly the kind of unbounded restraint Iowa's reasonableness lens treats with suspicion, and the two-track structure keeps the perpetual obligation where the law actually supports it. [#state-confidentiality-duration] ## Permitted disclosures and protected conduct {#permitted-disclosures-and-protected-conduct} - [ ] **DTSA whistleblower notice** (Required) — Federal law, fully applicable in Iowa: omit the immunity notice and the employer forfeits exemplary damages and attorney fees in a later federal trade-secret suit against the worker. For an employer whose covenant strategy leans on secrecy — the strongest interest Iowa recognizes — giving up those remedies over a missing paragraph is an unforced error. [^fed-dtsa-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. [^fed-nlra-section-7][^fed-mclaren-protected] [#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. A confidentiality clause cannot stop legally compelled disclosure, and a clause that pretends otherwise hands the worker an overbreadth argument for free. [#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 Iowa the certification feeds straight into chapter 550: an employer who can show what left and what came back is far better positioned to enjoin an actual or threatened misappropriation than one reconstructing the record after the fact. [^ia-utsa-injunction] [#require-property-return-and-certification] ## Restrictive covenants (each independently includable) {#restrictive-covenants-each-independently-includable} - [ ] **Employee non-solicit** (Optional) — Optional, and statutorily unregulated in Iowa — it is judged on the same three-prong balancing as every other restraint. Keep it inside the Covered Employees class and the Restricted Period, and remember that a clause drafted as a blanket hiring fence draws the same necessity scrutiny as a full non-compete. [#permit-employee-nonsolicit] - [ ] **Customer non-solicit** (Optional) — Often the best-value covenant in Iowa: it can protect the relationships the employer actually owns without suppressing the worker's trade. The courts' own narrowing instinct points the same way — restricting a former employee only from the activities and customers he handled is what one leading case called ample protection. Keep it tied to material-contact customers and a stated period. [^ia-farm-bureau-scope] [#permit-customer-nonsolicit] - [ ] **Non-dealing covenant** (Optional) — Non-dealing bars serving covered customers even when they call first — a meaningfully harsher restraint than a non-solicit, pressing on the second and third prongs at once because the customer loses their chosen provider too. Iowa courts ask whether the restricted activities exceed what protection requires, and a no-business clause is where that question bites hardest; treat its inclusion as a deliberate risk decision. [^ia-farm-bureau-scope] [#permit-non-dealing] - [ ] **Non-compete covenant** (Optional) — Available in Iowa, but only on the common law's terms: the employer must prove the restraint is reasonably necessary, not unreasonably restrictive of the worker, and not prejudicial to the public. Route the review through the Iowa gates at the end of this checklist first — occupation statutes, then the three-prong test. If the covenant rides a sale of business rather than plain employment, the lens softens: vendor-vendee restraints protecting purchased goodwill are viewed with more indulgence than employer-employee restraints, though they still must be reasonable. [^ia-lamp-test][^ia-baker-sale] [#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. In a state where the employer carries the burden on necessity, a named list is self-proving narrowness — and it leaves the worker free to take the rest of the industry's jobs, which defuses the undue-hardship objection. [#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 — an investment restraint with no carve-out and no end date is breadth the employer will struggle to defend as reasonably necessary for any recognized interest. [#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 no Iowa statute gives the clause any special shelter. [^fed-mclaren-nondisparagement] [#require-non-disparagement] ## Physician-specific notices and carve-outs {#physician-specific-notices-and-carve-outs} - [ ] **Physician rights and notices** (Recommended) — Iowa has no statewide physician non-compete ban, so the dedicated clause should say precisely which narrow rules do apply. For University of Iowa Hospitals and Clinics employment contracts, the 2026 law reaches six listed clinical roles — including physicians and physician assistants — once a contract is entered into, extended, or renewed on or after the Act's effective date. Licensed mental health professionals sit under a separate, retroactive practice-restraint ban. Both rules are checked item by item in the Iowa gates below; this clause is where the agreement should disclose them. [^ia-hf2254-clause][^ia-mh-clause] [#address-physician-specific-rights] ## No conflicting obligations {#no-conflicting-obligations} - [ ] **No conflicting obligations** (Recommended) — The worker's representation that no earlier agreement or order blocks the new role. It surfaces an incoming covenant on day one — when the parties can still assess it under Iowa's three-prong lens and any applicable occupation statute — instead of after a demand letter arrives mid-quarter. [#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 requirement. A notice provision can support enforcement, but warning a new employer off a worker based on a covenant an Iowa court would narrow — or that an occupation statute voids outright — invites a tortious-interference dispute. If the clause appears, condition any outreach on a covenant that actually survives the gates in this checklist. [#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 Iowa question. No controlling appellate authority decides that a non-compete period tolls during breach or litigation; the closest doctrine is reformation, which narrows an overbroad restraint rather than adding time back, and the leading application set a fixed two-year period measured from termination. Draft any extension as a defined, reasonable term that can survive the three-prong test on its own, and do not assume a court will revive an expired covenant. [^ia-ehlers-not-tolling][^ia-farm-bureau-no-addback] [#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. Where trade secrets are in play, Iowa's chapter 550 independently authorizes the owner to enjoin actual or threatened misappropriation — a second route to the same relief that does not depend on the covenant surviving review. [^ia-utsa-injunction-remedies] [#require-injunctive-relief-availability] - [ ] **Attorney fees and costs** (Optional) — A commercial choice; the default American Rule applies if the agreement is silent. Check that any fee-shifting is mutual and prevailing-party based — and note that in trade-secret litigation Iowa supplies its own fee rules for bad-faith claims and willful, malicious misappropriation, independent of the contract. [^ia-utsa-fees] [#address-attorneys-fees-and-costs] ## Severability and reformation {#severability-and-reformation} - [ ] **Partial enforcement as backstop, not plan** (Recommended) — A severability and reformation clause works with the grain of Iowa law: the Supreme Court abandoned the old all-or-nothing rule and now enforces overbroad covenants to the extent reasonably necessary to protect legitimate interests, and the courts have actually done the trimming — activities, territory, and duration all narrowed to what the worker really handled. But the rescue has a built-in exception the reviewer must respect: the rule applies unless the facts indicate bad faith, and a covenant inserted for any purpose other than protecting legitimate interests gets no help in equity. An intentionally oppressive draft betting on judicial repair is the one pattern the doctrine excludes. [^ia-ehlers-partial][^ia-farm-bureau-trimmed][^ia-ehlers-bad-faith] [#draft-for-partial-enforcement-without-relying-on-rescue] ## Survival {#survival} - [ ] **Survival after the agreement ends** (Recommended) — Per-covenant survival keeps each clock independently checkable — perpetual for trade secrets, finite elsewhere. In Iowa the discipline matters because a court enforcing partially will reshape each restraint to its own reasonable scope: a defensible customer non-solicit should not have its fate bundled with a shakier market-wide restraint inside one undifferentiated survival clause. [#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. The successor inherits the Iowa analysis along with the covenant: necessity is re-weighed against the enforcing business's actual customer relationships and footprint, so a restraint sized to the original employer does not automatically fit the buyer. [#address-assignment-and-successors] ## Governing law, venue, dispute process {#governing-law-venue-dispute-process} - [ ] **Governing law, venue, dispute process** (Recommended) — The clause should name governing law, venue, and the dispute process. This checklist analyzes the Iowa framework, so confirm the selections are stated expressly and match where the work and the workforce actually sit; flag any out-of-state selection for counsel rather than treating it as routine boilerplate. [#specify-governing-law-and-venue] ## Entire agreement, amendment, waiver, e-signatures {#entire-agreement-amendment-waiver-e-signatures} - [ ] **Entire agreement, amendments, e-signatures** (Recommended) — Boilerplate with an Iowa trap inside: the UIHC clinical rule reaches contracts entered into, extended, or renewed on or after the Act's effective date, so a routine extension or renewal can pull an older covered covenant into the prohibition — and the mental-health statute voids contrary provisions no matter when the agreement was signed. Review the amendment mechanics so a refresh does not silently change which regime governs. [^ia-hf2254-renewal] [#address-entire-agreement-amendment-waiver-and-e-signatures] ## Iowa gates (common-law test and occupation statutes) {#iowa-statutory-gates} The seven items below exist only on this Iowa page: the three-prong reasonableness test every covenant must pass with the employer carrying the burden, its application to independent contractors, the narrow statutes that void or condition covenants for mental-health licensees, staffing-agency workers, nonrenewed franchisees, and UIHC clinical roles, and the chapter 550 toolkit that often does the covenant's real work. - [ ] **Reasonableness on all three prongs** (Required) — Run every restraint through Iowa's three questions: is the restriction reasonably necessary for the protection of the employer's business, is it unreasonably restrictive of the employee's rights, and is it prejudicial to the public interest. The burden of proving reasonableness sits with the employer who seeks enforcement — the worker never has to prove the covenant unreasonable — and the package is measured against real protectable interests like customer proximity and employer-specific information, never against the bare wish to avoid competition. There is no duration or geography safe harbor; every number in the agreement is defended on its facts. [^ia-revere-test][^ia-glass-burden] [#keep-covenants-within-the-three-prong-reasonableness-test] - [ ] **Contractor covenants get the same review** (Required) — Do not skip the analysis because the signer is an independent contractor — Iowa's framework reaches contractor covenants, and the leading application is a contractor case. The posture changes the outcome, not the test: routine training and support of the kind any reseller would receive earns no special protection, and a restraint forcing the contractor to abandon customers the contractor brought to the relationship is unreasonable. Scope the covenant to relationships and information the company actually supplied, and expect the court, not a jury, to decide enforceability. [^ia-ag-spectrum-training][^ia-ag-spectrum-customers] [#review-independent-contractor-covenants-under-the-same-test] - [ ] **No practice restraints on mental-health professionals** (Prohibited) — An employer cannot make an agreement with a licensed mental health professional that limits where the licensee may practice, bars the licensee from contacting people previously treated, or puts a time restriction on the licensee's practice. The statute reaches backward as well as forward — a contrary provision in an agreement entered into prior to, on, or after June 1, 2023 is void and unenforceable — so an old covenant gets no grandfathering. Notice the breadth: the former-patient-contact bar also voids the patient-facing slice of a customer non-solicit as applied to these licensees. [^ia-mh-restraints][^ia-mh-void] [#exclude-practice-restraints-for-licensed-mental-health-professionals] - [ ] **No staffing-agency non-competes or conversion fees** (Prohibited) — A health-care employment agency cannot restrict an agency worker's employment opportunities through a noncompete clause in any contract — with the worker or with the health-care facility — and cannot require liquidated damages, employment fees, or other compensation when the worker is later hired as a permanent employee of the facility. The two prohibitions travel together: a staffing agreement that drops the formal covenant but charges a conversion fee when the hospital hires the worker directly rebuilds the restraint through pricing, and the statute closes that channel expressly. [^ia-staffing-ban] [#exclude-noncompetes-and-conversion-fees-in-health-care-staffing-contracts] - [ ] **Franchise nonrenewal gives up the non-compete** (Required) — A franchise-relationship rule, not an employee rule: when the franchisor declines to renew because it completely withdraws from distributing its products or services in the franchisee's geographic market, the statutory price of that nonrenewal ground is agreeing not to seek to enforce any covenant of the nonrenewed franchisee not to compete. A franchise agreement that recites an unconditional post-term covenant should be read against this condition — in the market-withdrawal scenario the covenant is unenforceable by the franchisor's own statutory undertaking. [^ia-franchise-withdrawal] [#disclaim-enforcement-against-a-nonrenewed-franchisee-on-market-withdrawal] - [ ] **No non-competes in UIHC clinical contracts** (Prohibited) — The University of Iowa Hospitals and Clinics cannot put a noncompete clause in an employment contract with an advanced registered nurse practitioner, licensed practical nurse, pharmacist, physician, physician assistant, or registered nurse: the 2026 Act directs the Board of Regents to develop a policy prohibiting exactly that, and the prohibition applies to listed contracts entered into, extended, or renewed on or after the Act's effective date — an extension or renewal pulls an older covenant in. Keep the rule in proportion: it binds one institution's contracts with six listed roles, and it is not a statewide physician or health-care non-compete ban. [^ia-uihc-policy][^ia-uihc-trigger] [#exclude-noncompetes-from-uihc-clinical-employment-contracts] - [ ] **Chapter 550 carries the secrecy load** (Recommended) — If the employer's real concern is secrecy, check that the agreement leans on the tools built for it: a confidentiality definition tracking the statutory test of economic value from secrecy plus reasonable secrecy efforts, statutory injunctions against actual or threatened misappropriation, damages for actual loss and unjust enrichment, and fee awards for willful and malicious misappropriation. Iowa has not made the statute the exclusive route — common-law tort theories involving trade secrets survive — so a tailored NDA plus the statutory remedies often protects more than a non-compete that must first survive three-prong review. [^ia-ts-definition-gate][^ia-ts-injunction-gate][^ia-ts-damages-gate][^ia-brandow-gate] [#anchor-secrecy-protection-in-chapter-550-remedies] [^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 Iowa (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. [^ia-hf2254-dates]: **2026 Iowa Acts, House File 2254** — "This subsection applies to all employment contracts between an advanced registered nurse practitioner, a licensed practical nurse, a pharmacist, a physician, a physician assistant, or a registered nurse and the university of Iowa hospitals and clinics entered into, extended, or renewed on or after the effective date of this Act." *2026 Iowa Acts, House File 2254 (codified at Iowa Code § 262.9(43)).* [^ia-glass-general-skill]: **Iowa Glass Depot, Inc. v. Jindrich** — "An employee cannot be precluded from exercising the skill and general knowledge he has acquired or increased through experience or even instruction while in the employment." *Iowa Glass Depot, Inc. v. Jindrich, 338 N.W.2d 376 (Iowa 1983).* [^ia-utsa-definition]: **Iowa Code § 550.2** — "‘Trade secret’ means information, including but not limited to a formula, pattern, compilation, program, device, method, technique, or process that is both of the following: a. Derives independent economic value, actual or potential, from not being generally known to, and not being readily ascertainable by proper means by a person able to obtain economic value from its disclosure or use. b. Is the subject of efforts that are reasonable under the circumstances to maintain its secrecy." *Iowa Code § 550.2.* [^ia-pro-edge-duration]: **Pro Edge, L.P. v. Gue** — "Further, the court finds that the covenant not to compete is not unreasonably restrictive in time or area. The non-compete clause does not prevent Dr. Gue from practicing in the field of veterinary medicine, nor even in the specialty of embryo transfer in livestock. It merely prevents him from doing so within 250-miles of a Trans Ova facility, and for only 1 year following his separation from employment." *Pro Edge, L.P. v. Gue, 374 F. Supp. 2d 711 (N.D. Iowa 2005).* [^ia-farm-bureau-territory]: **Farm Bureau Serv. Co. of Maynard v. Kohls** — "First it appears the activities restricted were more than were necessary for plaintiff’s protection. Defendant was restricted from any ‘ * * * business activity competitive to that of the company * * It would be ample protection for the plaintiff in this case to restrict a former employee only from those activities he undertook during his employment. Similarly defendant was restricted from activity throughout a two county area. It would have sufficed to restrict him from the six townships he worked in. The trial court rightly held the covenant too broad both as to scope and area." *Farm Bureau Serv. Co. of Maynard v. Kohls, 203 N.W.2d 209 (Iowa 1972).* [^ia-revere-factors]: **Revere Transducers, Inc. v. Deere & Co.** — "Factors we consider in determining the enforceability of a noncompete agreement include the employee’s close proximity to customers, the nature of the business, accessibility to information peculiar to the employer’s business, and the nature of the occupation which is restrained." *Revere Transducers, Inc. v. Deere & Co., 595 N.W.2d 751 (Iowa 1999).* [^ia-farm-bureau-fixed-period]: **Farm Bureau Serv. Co. of Maynard v. Kohls** — "The cause is remanded for entry of a decree properly restraining the defendant from competing with plaintiff as provided herein. Said injunction shall restrain defendant from activity competitive to plaintiff in the six townships he served in plaintiff’s employment, shall embrace only the activities defendant undertook in plaintiff’s employment and shall be for a period of two years from the date that employment was terminated." *Farm Bureau Serv. Co. of Maynard v. Kohls, 203 N.W.2d 209 (Iowa 1972).* [^ia-farm-bureau-consideration]: **Farm Bureau Serv. Co. of Maynard v. Kohls** — "In Ehlers the contract was not executed until sometime after the employee went to work. The case might be distinguished by the concession in Ehlers that the matter was discussed when the job was undertaken. Ehlers is however authority for the proposition continuing employment for an indefinite period is sufficient consideration to support a covenant not to compete." *Farm Bureau Serv. Co. of Maynard v. Kohls, 203 N.W.2d 209 (Iowa 1972).* [^ia-glass-consideration]: **Iowa Glass Depot, Inc. v. Jindrich** — "Thus, while his continued employment served as sufficient consideration for the restrictive covenant, we view Jindrich's gain from the contract to be grossly disproportionate to the injury he would sustain from enforcement of the restrictive covenant." *Iowa Glass Depot, Inc. v. Jindrich, 338 N.W.2d 376 (Iowa 1983).* [^fed-dtsa-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).* [^fed-dtsa-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).* [^fed-nlra-section-7]: **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).* [^fed-mclaren-protected]: **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).* [^ia-utsa-injunction]: **Iowa Code § 550.3** — "The owner of a trade secret may petition the district court to enjoin an actual or threatened misappropriation." *Iowa Code § 550.3.* [^ia-farm-bureau-scope]: **Farm Bureau Serv. Co. of Maynard v. Kohls** — "First it appears the activities restricted were more than were necessary for plaintiff’s protection. Defendant was restricted from any ‘ * * * business activity competitive to that of the company * * It would be ample protection for the plaintiff in this case to restrict a former employee only from those activities he undertook during his employment. Similarly defendant was restricted from activity throughout a two county area. It would have sufficed to restrict him from the six townships he worked in. The trial court rightly held the covenant too broad both as to scope and area." *Farm Bureau Serv. Co. of Maynard v. Kohls, 203 N.W.2d 209 (Iowa 1972).* [^ia-lamp-test]: **Lamp v. American Prosthetics, Inc.** — "Because this case was tried in equity, our review is de novo. Iowa R.App.P. 4. In deciding whether to enforce a restrictive covenant, the court will apply a three-pronged test: (1) Is the restriction reasonably necessary for the protection of the employer’s business; (2) is it unreasonably restrictive of the employee’s rights; and (3) is it prejudicial to the public interest?" *Lamp v. American Prosthetics, Inc., 379 N.W.2d 909 (Iowa 1986).* [^ia-baker-sale]: **Baker v. Starkey** — "In determining the question of reasonableness as to area and time, restrictive stipulations in agreements between employer and employee are not viewed with the same indulgence as such stipulations are between a vendor and vendee of a business and its good will." *Baker v. Starkey, 144 N.W.2d 889 (Iowa 1966).* [^fed-mclaren-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).* [^ia-hf2254-clause]: **2026 Iowa Acts, House File 2254** — "Develop a policy that prohibits the university of Iowa hospitals and clinics from including a noncompete clause in an employment contract with an advanced registered nurse practitioner, a licensed practical nurse, a pharmacist, a physician, a physician assistant, or a registered nurse." *2026 Iowa Acts, House File 2254 (codified at Iowa Code § 262.9(43)).* [^ia-mh-clause]: **Iowa Code § 147.161** — "An employer shall not enter into an agreement with a licensed mental health professional that limits the location at which the licensee may practice, prohibits the licensee from contacting for professional services a person previously treated by the licensee, or imposes a time restriction on the practice of the licensee." *Iowa Code § 147.161.* [^ia-ehlers-not-tolling]: **Ehlers v. Iowa Warehouse Co.** — "I. In view of the position we take here, it is unnecessary to discuss these propositions separately. We now overrule Brecher v. Brown (1945), 235 Iowa 627 , 17 N.W.2d 377 , and adopt the rule that unless the facts and circumstances indicate bad faith on the part of the employer, we will enforce noncompetitive covenants to the extent they are reasonably necessary to protect his legitimate interests without imposing undue hardship on the employee when the public interest is not adversely affected." *Ehlers v. Iowa Warehouse Co., 188 N.W.2d 368 (Iowa 1971).* [^ia-farm-bureau-no-addback]: **Farm Bureau Serv. Co. of Maynard v. Kohls** — "The cause is remanded for entry of a decree properly restraining the defendant from competing with plaintiff as provided herein. Said injunction shall restrain defendant from activity competitive to plaintiff in the six townships he served in plaintiff’s employment, shall embrace only the activities defendant undertook in plaintiff’s employment and shall be for a period of two years from the date that employment was terminated." *Farm Bureau Serv. Co. of Maynard v. Kohls, 203 N.W.2d 209 (Iowa 1972).* [^ia-utsa-injunction-remedies]: **Iowa Code § 550.3** — "The owner of a trade secret may petition the district court to enjoin an actual or threatened misappropriation." *Iowa Code § 550.3.* [^ia-utsa-fees]: **Iowa Code § 550.6** — "The court may award actual and reasonable attorney fees to the prevailing party in an action under this chapter if any of the following is applicable: 1. A claim of misappropriation is made in bad faith. 2. A motion to terminate an injunction is made or resisted in bad faith. 3. A person acts willfully and maliciously in the misappropriation." *Iowa Code § 550.6.* [^ia-ehlers-partial]: **Ehlers v. Iowa Warehouse Co.** — "I. In view of the position we take here, it is unnecessary to discuss these propositions separately. We now overrule Brecher v. Brown (1945), 235 Iowa 627 , 17 N.W.2d 377 , and adopt the rule that unless the facts and circumstances indicate bad faith on the part of the employer, we will enforce noncompetitive covenants to the extent they are reasonably necessary to protect his legitimate interests without imposing undue hardship on the employee when the public interest is not adversely affected." *Ehlers v. Iowa Warehouse Co., 188 N.W.2d 368 (Iowa 1971).* [^ia-farm-bureau-trimmed]: **Farm Bureau Serv. Co. of Maynard v. Kohls** — "The cause is remanded for entry of a decree properly restraining the defendant from competing with plaintiff as provided herein. Said injunction shall restrain defendant from activity competitive to plaintiff in the six townships he served in plaintiff’s employment, shall embrace only the activities defendant undertook in plaintiff’s employment and shall be for a period of two years from the date that employment was terminated." *Farm Bureau Serv. Co. of Maynard v. Kohls, 203 N.W.2d 209 (Iowa 1972).* [^ia-ehlers-bad-faith]: **Ehlers v. Iowa Warehouse Co.** — "No covenant placed in the contract for reasons other than an attempt to protect the employer's legitimate interests should be enforced in equity." *Ehlers v. Iowa Warehouse Co., 188 N.W.2d 368 (Iowa 1971).* [^ia-hf2254-renewal]: **2026 Iowa Acts, House File 2254** — "This subsection applies to all employment contracts between an advanced registered nurse practitioner, a licensed practical nurse, a pharmacist, a physician, a physician assistant, or a registered nurse and the university of Iowa hospitals and clinics entered into, extended, or renewed on or after the effective date of this Act." *2026 Iowa Acts, House File 2254 (codified at Iowa Code § 262.9(43)).* [^ia-revere-test]: **Revere Transducers, Inc. v. Deere & Co.** — "(1) Is the restriction reasonably necessary for the protection of the employer’s business; (2) is it unreasonably restrictive of the employee’s rights; and (3) is it prejudicial to the public interest?" *Revere Transducers, Inc. v. Deere & Co., 595 N.W.2d 751 (Iowa 1999).* [^ia-glass-burden]: **Iowa Glass Depot, Inc. v. Jindrich** — "The burden of proving reasonableness is upon the employer who seeks to enforce such a covenant." *Iowa Glass Depot, Inc. v. Jindrich, 338 N.W.2d 376 (Iowa 1983).* [^ia-ag-spectrum-training]: **AG Spectrum Co. v. Elder** — "In this context, Ag Spectrum’s support resembles the type of support that any reseller would expect to receive. Thus, like ordinary on-the-job training, Ag Spectrum’s training and support is not entitled to special protection." *AG Spectrum Co. v. Elder, 865 F.3d 1088 (8th Cir. 2017).* [^ia-ag-spectrum-customers]: **AG Spectrum Co. v. Elder** — "Because requiring Elder to forsake the customers that he brought to Ag Spectrum as an independent contractor is unreasonable in the circumstances, we hold that the noncompete provision demanding this result is unenforceable." *AG Spectrum Co. v. Elder, 865 F.3d 1088 (8th Cir. 2017).* [^ia-mh-restraints]: **Iowa Code § 147.161** — "An employer shall not enter into an agreement with a licensed mental health professional that limits the location at which the licensee may practice, prohibits the licensee from contacting for professional services a person previously treated by the licensee, or imposes a time restriction on the practice of the licensee." *Iowa Code § 147.161.* [^ia-mh-void]: **Iowa Code § 147.161** — "A provision of an agreement entered into between an employer and a licensed mental health professional prior to, on, or after June 1, 2023, that is contrary to this section shall be void and unenforceable." *Iowa Code § 147.161.* [^ia-staffing-ban]: **Iowa Code § 135Q.2** — "A health care employment agency shall not do any of the following: (1) Restrict in any manner the employment opportunities of an agency worker by including a noncompete clause in any contract with an agency worker or health care entity. (2) In any contract with an agency worker or health care entity, require payment of liquidated damages, employment fees, or other compensation if the agency worker is subsequently hired as a permanent employee of the health care entity." *Iowa Code § 135Q.2.* [^ia-franchise-withdrawal]: **Iowa Code § 537A.10** — "The franchisor completely withdraws from directly or indirectly distributing its products or services in the geographic market served by the franchisee, provided that upon expiration of the franchise, the franchisor agrees not to seek to enforce any covenant of the nonrenewed franchisee not to compete with the franchisor or franchisees of the franchisor." *Iowa Code § 537A.10.* [^ia-uihc-policy]: **2026 Iowa Acts, House File 2254** — "Develop a policy that prohibits the university of Iowa hospitals and clinics from including a noncompete clause in an employment contract with an advanced registered nurse practitioner, a licensed practical nurse, a pharmacist, a physician, a physician assistant, or a registered nurse." *2026 Iowa Acts, House File 2254 (codified at Iowa Code § 262.9(43)).* [^ia-uihc-trigger]: **2026 Iowa Acts, House File 2254** — "This subsection applies to all employment contracts between an advanced registered nurse practitioner, a licensed practical nurse, a pharmacist, a physician, a physician assistant, or a registered nurse and the university of Iowa hospitals and clinics entered into, extended, or renewed on or after the effective date of this Act." *2026 Iowa Acts, House File 2254 (codified at Iowa Code § 262.9(43)).* [^ia-ts-definition-gate]: **Iowa Code § 550.2** — "‘Trade secret’ means information, including but not limited to a formula, pattern, compilation, program, device, method, technique, or process that is both of the following: a. Derives independent economic value, actual or potential, from not being generally known to, and not being readily ascertainable by proper means by a person able to obtain economic value from its disclosure or use. b. Is the subject of efforts that are reasonable under the circumstances to maintain its secrecy." *Iowa Code § 550.2.* [^ia-ts-injunction-gate]: **Iowa Code § 550.3** — "The owner of a trade secret may petition the district court to enjoin an actual or threatened misappropriation." *Iowa Code § 550.3.* [^ia-ts-damages-gate]: **Iowa Code § 550.4** — "Damages may include the actual loss caused by the misappropriation, and the unjust enrichment caused by the misappropriation which is not taken into account in computing the actual loss." *Iowa Code § 550.4.* [^ia-brandow-gate]: **205 Corp. v. Brandow** — "Chapter 550 has not preempted all tort theories involving trade secrets." *205 Corp. v. Brandow, 517 N.W.2d 548 (Iowa 1994).*