# Non-Compete Agreement Review Checklist — Nebraska[^about] A clause-by-clause reviewer checklist for Nebraska employee restrictive covenant agreements — confidentiality, non-solicits, non-competes, and non-disparagement under Nebraska's three-part reasonableness test, where a customer covenant survives only when limited to customers the employee personally served and no court will rewrite an overbroad restraint. ## Parties and cover-term identification {#parties-and-cover-term-identification} Review every item below the way a Nebraska court would: a restraint of trade survives only when it protects a legitimate interest — customer goodwill, confidential information, trade secrets — and goes no further, the safest customer covenant reaches only the clients the worker personally served, and an overbroad covenant is enforced as written or not at all. For the question-by-question legal analysis behind these items, see the [Nebraska non-compete practice note](/legal/non-compete/nebraska). - [ ] **Parties identified by name** (Recommended) — Confirm the named employer is the entity whose client relationships the covenants protect. Nebraska ties a valid customer covenant to the clients and accounts the worker actually did business with for that employer, so a covenant running to an affiliate the worker never served starts the reasonableness analysis already behind. [^ne-polly-personal-cover] [#identify-parties] - [ ] **Effective date** (Recommended) — The dates anchor the timeline everything else runs on: when each restricted period starts and ends, and which window of customer contact the covered-customer look-back measures. An undated covenant leaves both open, and ambiguity in a restraint of trade is not a drafting nicety here — the covenant is read as written. [#identify-effective-date] - [ ] **Employee title** (Recommended) — Title and duties are the first evidence of which customers this worker personally served and what goodwill the worker could unfairly take. A role with no customer contact or sensitive access makes any restraint hard to justify as protecting a legitimate interest rather than suppressing ordinary competition. [^ne-polly-personal-cover] [#identify-employee-title] - [ ] **Governing law state named** (Recommended) — Check that a governing state is named. Everything on this page assumes Nebraska law controls — the three-part reasonableness test, the personally-served customer rule, and the refusal to rewrite an overbroad covenant. A different choice of law trades this framework for another one and deserves its own review. [#identify-governing-law] ## Definitions {#definitions} - [ ] **Confidential information** (Recommended) — Scope the definition to information that is genuinely secret or competitively sensitive. Nebraska's statutory trade-secret definition is demanding — independent economic value from secrecy plus reasonable efforts to maintain it — and a confidentiality definition that sweeps in general skills and public knowledge protects no interest a Nebraska court recognizes. [^ne-tsa-definition-def] [#define-confidential-information] - [ ] **Trade secrets** (Recommended) — Define trade secrets separately and track the statute. Nebraska's Trade Secrets Act gives a freestanding misappropriation claim with its own narrow definition, so a statute-tracking defined term keeps the strongest protection in the agreement aligned with the one a court will actually apply. [^ne-tsa-act-def][^ne-tsa-definition-def] [#define-trade-secrets] - [ ] **Restricted period** (Recommended) — The period must read as a fixed, definite stretch of time. A restraint with no limit in time or space is against public policy and void in Nebraska, and a period that floats on events — breach, litigation, renewals — drifts toward exactly that defect with no court willing to trim it back. [^ne-brown-unlimited-def] [#define-restricted-period] - [ ] **Restricted territory** (Recommended) — Treat any defined territory with suspicion rather than comfort. Nebraska employment covenants are safest when customer-specific, because a radius or territory ban tends to block ordinary competition — the worker using general skill in the market — rather than protect a defined goodwill interest, and the state supreme court has rejected a covenant on precisely that ground. [^ne-gaver-ordinary-def] [#define-restricted-territory] - [ ] **Covered customers** (Recommended) — This is the load-bearing definition on the page. Bound the class to clients and accounts the worker actually did business with and personally contacted, over a stated look-back window — and keep prospective customers out, because a federal court applying Nebraska law rejected a non-solicit that reached the company's actual or prospective relationships as greatly exceeding the permissible scope. [^ne-polly-personal-def][^ne-sisk-prospective-def] [#define-covered-customers] - [ ] **Covered employees** (Recommended) — Keep the no-poach class to colleagues the departing worker actually worked with during a stated look-back window. The practice note stages no Nebraska case on employee non-solicits specifically, so assume the general framework applies: the narrower and more personal the covered class, the easier it is to defend as protecting a legitimate interest. [#define-covered-employees] - [ ] **Protected business interests** (Recommended) — Name the specific interests each covenant protects — the customer goodwill this worker carried, the genuinely secret information this role touched. The second of Nebraska's three requirements measures every restraint against the legitimate interest it serves, and a covenant that cannot point to one reads as an attempt to stop ordinary competition. [^ne-brown-three-part-def] [#define-protected-interests] - [ ] **Competitive business** (Recommended) — Describe the competing activity concretely. Broad definitions of competitive work — substantially similar products or services, anything the employer might someday offer — helped sink a modern media covenant as unreasonable and unenforceable under Nebraska law, and breadth added here cannot be trimmed by a court later. [^ne-sisk-modern-def] [#define-competitive-business] - [ ] **Small public-stock carve-out** (Recommended) — Where the agreement restricts owning or investing in competitors, look for a passive-holdings carve-out below a stated percentage. A clause that technically forbids holding ordinary public shares restrains the worker far beyond any customer relationship or secret, and Nebraska's third requirement asks directly whether the restraint is unduly harsh and oppressive on the employee. [^ne-brown-three-part-def] [#permit-de-minimis-passive-public-investment-carveout] - [ ] **Passive public holdings** (Optional) — Optional drafting mechanics — many agreements inline the carve-out language without a capitalized term. If the term appears, confirm its percentage matches the operative carve-out it supports. [#define-passive-public-holdings] - [ ] **What counts as soliciting** (Recommended) — Pin down whether the verb covers only initiating contact or also passively accepting an inquiry. Nebraska's customer rule speaks of restricting the worker from working for or soliciting personally served clients, so the definition should make clear which of those activities the clause restrains — and any reading broader than that customer set is breadth the covenant has to justify. [^ne-polly-personal-def] [#define-solicit] - [ ] **Termination of employment** (Recommended) — Verify the trigger treats resignation, dismissal, and the end of a fixed term the same way. The restricted period and every survival clock run from this event, and ambiguity about who ended the relationship becomes ambiguity about when the restraint expires — in a state that enforces the covenant exactly as written. [#define-termination-of-employment] ## Timing and execution acknowledgements {#timing-and-execution-acknowledgements} - [ ] **When the agreement was signed** (Recommended) — Record when the covenant was signed relative to the first day of work and what consideration supported it. The practice note stages no Nebraska-specific consideration rule, so treat the acknowledgement as evidence housekeeping: a clean record of timing and exchanged value costs nothing now and forecloses an argument later. [#acknowledge-timing] - [ ] **Chance to consult a lawyer** (Recommended) — No Nebraska statute requires it, but a documented chance to take advice is useful evidence on the harshness question a Nebraska court actually weighs — whether the restraint is unduly harsh and oppressive on the employee, in substance or in how it was obtained. Cheap to include, awkward to be missing. [#acknowledge-opportunity-to-consult-counsel] ## Confidentiality and trade-secret treatment {#confidentiality-and-trade-secret-treatment} - [ ] **Trade-secret protection without an end date** (Required) — Trade-secret obligations should run as long as secrecy does. Federal law keys trade-secret status to continued secrecy, and Nebraska's statutory definition is built the same way — value from not being known, plus reasonable efforts to keep it that way — so a fixed expiry on trade-secret protection gives away the one obligation that outlasts every covenant on this page. [^dtsa-trade-secret-definition][^ne-tsa-definition-conf] [#treat-trade-secret-protection-as-perpetual] - [ ] **Confidentiality end date** (Recommended) — Give ordinary confidential information its own finite term, separate from the perpetual trade-secret obligation. An open-ended lid on non-secret information is breadth without a matching interest — and in a state that measures every restraint against what is reasonably necessary and refuses to trim the excess, unjustified breadth is risk the employer carries, not slack a court absorbs. [#state-confidentiality-duration] ## Permitted disclosures and protected conduct {#permitted-disclosures-and-protected-conduct} - [ ] **DTSA whistleblower notice** (Required) — Federal and non-negotiable: omit the immunity notice and the employer forfeits exemplary damages and attorney fees in a later trade-secret action against the worker. In a state whose covenant rules push employers toward trade-secret and confidentiality tools instead of broad non-competes, those remedies do real work. [^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. A clause purporting to forbid compelled disclosure is unenforceable on that point and adds breadth a Nebraska covenant has no room to carry. [#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. Nebraska's trade-secret definition conditions protection on efforts that are reasonable under the circumstances to maintain secrecy, so a disciplined exit procedure is not just housekeeping — it is part of the proof that the employer kept its end of the statutory bargain. [^ne-tsa-definition-prop] [#require-property-return-and-certification] ## Restrictive covenants (each independently includable) {#restrictive-covenants-each-independently-includable} - [ ] **Employee non-solicit** (Optional) — Optional. The practice note stages no Nebraska case on employee non-solicits specifically, so review the clause under the general framework every Nebraska restraint must satisfy: a legitimate interest, no more breadth than that interest needs, and no undue harshness on the worker. A covered class limited to colleagues the worker actually worked with is the defensible shape. [^ne-aon-test-cov] [#permit-employee-nonsolicit] - [ ] **Customer non-solicit** (Optional) — Optional, and the covenant Nebraska law is actually built around — when it reaches only the clients the worker personally served. The state supreme court has upheld a restriction limited to customers the worker had personal business dealings with as properly focused on protecting goodwill rather than blocking competition. Route it through the gates at the end of this checklist. [^ne-aon-goodwill-cov][^ne-polly-personal-cov] [#permit-customer-nonsolicit] - [ ] **Non-dealing covenant** (Optional) — Barring the worker from serving covered customers even when the customer calls first restrains accepting work, not just chasing it. Nebraska's customer rule tolerates restricting the worker from working for or soliciting personally served clients — but nothing wider — so a non-dealing clause earns its place only with a tight, personally-served customer class behind it. [^ne-polly-personal-cov] [#permit-non-dealing] - [ ] **Non-compete covenant** (Optional) — A true Nebraska non-compete for an ordinary employee is the highest-risk covenant in the suite. The restraint must clear all three reasonableness requirements, and a ban framed around a business, market, or territory rather than personally served customers reads as an attempt to prevent ordinary competition — the exact ground the state supreme court has used to strike one. [^ne-aon-test-cov][^ne-gaver-ordinary-cov] [#permit-non-compete] - [ ] **Named-competitor narrowing** (Recommended) — When the employer can name its real competitors, bind those names instead of leaning on an open-ended definition. Broad competitive-work language helped sink a modern Nebraska covenant, and narrowing done at the drafting table is the only narrowing this covenant will ever get — it is not the function of the courts here to reform a covenant to make it enforceable. [^ne-sisk-modern-cov][^ne-waadah-no-reform-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; an investment restraint with indefinite reach hands the harshness requirement exactly the breadth it counts against the covenant. [#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. [^mclaren-macomb-nondisparagement] [#require-non-disparagement] ## Physician-specific notices and carve-outs {#physician-specific-notices-and-carve-outs} - [ ] **Physician rights and notices** (Recommended) — The practice note reports no physician-specific Nebraska covenant rule and no general statutory ban as of its review date, so a physician covenant runs through the same framework as any other employee restraint: a legitimate interest, no more breadth than necessary, no undue harshness — with the patient relationships a physician personally served as the natural covered class. The dedicated clause should state the agreement's actual treatment of physicians rather than import another jurisdiction's rules by template inertia. [^ne-aon-test-phys] [#address-physician-specific-rights] ## No conflicting obligations {#no-conflicting-obligations} - [ ] **No conflicting obligations** (Recommended) — The worker's representation that no earlier agreement blocks the new role. On intake it cuts both ways: an incoming covenant from a prior employer may fail Nebraska's narrow framework, but one scoped to personally served customers can survive review — better to surface either before the first customer call. [#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 drafting choice, not a legal requirement. Notice provisions can support later enforcement, but a letter asserting a covenant that reaches customers the worker never served overstates the employer's position and creates its own interference exposure — so condition any notice practice on a covenant that actually survives the review this page walks through. [#address-notice-to-future-employers] ## Tolling during breach {#tolling-during-breach} - [ ] **Restriction extended during a breach?** (Recommended) — Nebraska appellate law is silent on tolling: no staged decision says whether a court may pause the clock during a breach or whether a contractual extension-on-breach clause is enforceable. Read any tolling language as another restraint that must be reasonable as written — a restraint with no effective limit in time is void here, and a covenant a court finds overbroad does not get reformed into a lawful one. If tolling appears, it should be a separate, definite term tied to the duration of the breach, never an open-ended extension. [^ne-brown-unlimited-toll][^ne-waadah-no-reform-toll] [#address-tolling-during-breach] ## Remedies {#remedies} - [ ] **Injunction availability** (Recommended) — The irreparable-harm acknowledgement is standard and harmless — but it buys nothing on its own, because relief presupposes a covenant that first clears Nebraska's three reasonableness requirements. An unenforceable restraint supports no injunction at any stage. [^ne-aon-test-rem] [#require-injunctive-relief-availability] - [ ] **Attorney fees and costs** (Optional) — A commercial choice: with no fee clause, each side bears its own costs under the default American Rule. If a fee provision appears, check that it runs both ways — a one-sided clause sits poorly next to a harshness inquiry that already asks how much the agreement piles onto the worker. [#address-attorneys-fees-and-costs] ## Severability and reformation {#severability-and-reformation} - [ ] **Self-contained covenants, not a court rescue** (Avoid) — Read the severability boilerplate against what a Nebraska court will actually do, which is nothing: the state supreme court has declined to revisit its rejection of the blue pencil rule, has said reformation is not the function of the courts, and has found an unreasonable covenant and simply not reformed it. A clause asking the court to reduce the restraint to whatever is reasonable is therefore a dead letter. Worse, severability itself has a trap — where integrated restraints are not severable, the entire clause is invalid if one portion is invalid — so look for covenants drafted as genuinely separate units, each self-contained, each scoped to the customers the worker personally served, each able to fall alone. [^ne-waadah-bluepencil-sev][^ne-gaver-noreform-sev][^ne-waadah-entire-sev] [#draft-severable-personally-served-covenants-rather-than-rely-on-reformation] ## Survival {#survival} - [ ] **Survival after the agreement ends** (Recommended) — Each covenant should expire on its own definite schedule and read on its own. Nebraska treats nonseverable integrated restraints as standing or falling together, so self-contained survival language is the difference between losing one overreaching clause and losing the whole covenant suite with it. [^ne-waadah-entire-surv] [#address-survival-per-covenant] ## Assignment and successors {#assignment-and-successors} - [ ] **Who can enforce after a sale or merger** (Recommended) — Confirm the employer can assign to successors — and know that Nebraska has recognized a second path: where the statute governing a merger transfers contracts by operation of law, a covenant passes to the surviving company regardless of whether it would otherwise be assignable. Succession moves the covenant without improving it, though. The successor still must prove the restraint valid under Nebraska's rules, and in the controlling case that worked because the restriction was tied to customers the worker personally dealt with during the preceding two years. [^ne-aon-merger-assign][^ne-aon-valid-assign] [#address-successor-enforcement-through-merger-and-assignment-terms] ## Governing law, venue, dispute process {#governing-law-venue-dispute-process} - [ ] **Out-of-state law is not the enforceability plan** (Avoid) — Name the governing law, venue, and dispute process — but do not let an out-of-state selection carry the enforceability strategy. The Nebraska Supreme Court applied Nebraska law to an out-of-state employer's covenant because the worker performed the services in Nebraska and the competition affected Nebraska, and it emphasized that overbroad postemployment restraints are against Nebraska public policy and void. That was a conflicts ruling, not a clause ban — no express choice-of-law clause was at issue — so treat a foreign-law selection as a risk variable rather than a cure, and draft the covenant to satisfy Nebraska law whenever Nebraska is the likely place of work, customers, and enforcement. [^ne-mertz-controls-gov][^ne-mertz-policy-gov] [#draft-to-satisfy-nebraska-law-rather-than-rely-on-a-foreign-choice-of-law] ## Entire agreement, amendment, waiver, e-signatures {#entire-agreement-amendment-waiver-e-signatures} - [ ] **Entire agreement, amendments, e-signatures** (Recommended) — Standard boilerplate with one local wrinkle: any amendment that widens a covenant — a bigger customer class, a longer period — re-runs the whole Nebraska analysis on the new terms, because the covenant is judged as written with no court trimming it back afterward. Amendment mechanics should leave a clean record of what changed and when. [#address-entire-agreement-amendment-waiver-and-e-signatures] ## Nebraska enforceability gates {#nebraska-statutory-gates} The five items below exist only on this Nebraska page: they implement the three-part reasonableness test, the personally-served customer scope rule, the caution against geographic and activity bans, the sale-of-business framework line, and the franchise-only statutory reformation exception — the rules that decide enforceability before any individual clause is worth polishing. - [ ] **All three reasonableness requirements satisfied** (Required) — Run every restraint through Nebraska's three requirements: not injurious to the public, no greater than reasonably necessary to protect a legitimate employer interest, and not unduly harsh and oppressive on the employee. The legitimate interest is protection against unfair competition — goodwill, confidential information, trade secrets — never the suppression of ordinary competition from a worker who simply got better at the job, and the statutory background declares restraints of trade unlawful as the baseline every covenant must overcome. Score each covenant on each requirement, in writing, before relying on any of them. [^ne-brown-three-part-gate][^ne-restraint-civil-gate] [#satisfy-the-three-part-reasonableness-test] - [ ] **Customer limits tied to people the worker served** (Prohibited) — The central Nebraska gate: a goodwill covenant may be valid only if it restricts the worker from working for or soliciting the clients and accounts the worker actually did business with and personally contacted. Reaching accounts the worker never handled or even knew, or prospective customers the company merely hoped to win, took covenants down in the controlling case and in a 2024 federal application alike. The personally-served limit is a floor, not a safe harbor — the covenant still has to clear all three reasonableness requirements — and because no court here trims an overbroad class, one customer category too many risks voiding the covenant in full. [^ne-polly-personal-gate][^ne-sisk-prospective-gate] [#limit-customer-restrictions-to-personally-served-customers] - [ ] **No radius or whole-business bans for regular employees** (Avoid) — An ordinary employee covenant should not lean on a radius, territory, or business-activity ban. The state supreme court struck a covenant as an attempt to prevent ordinary competition rather than unfair competition, and a short radius is no safe harbor when the practical effect is to stop the worker from using general skill in the market. Tie the restraint to personally served customers instead — and keep sale-of-business covenants, where geography can legitimately protect purchased goodwill, in their own drafting lane. [^ne-gaver-ordinary-gate] [#avoid-geographic-and-activity-bans-for-ordinary-employees] - [ ] **Sale-of-business covenants papered in the deal** (Recommended) — When the covenant rides a genuine business sale, paper it in the transaction documents — the seller's own restraint, supported by the purchase price. Nebraska treats a sale covenant as frequently necessary to make goodwill a transferable asset the buyer actually receives, and the controlling case upheld a sale-related customer restraint as a reasonable method to protect the purchased property. The covenant still must be reasonable in character, space, and time, and the favorable treatment stays in the deal: an employment covenant cannot become a disguised market ban just because the worker knows the business. [^ne-chambers-goodwill-gate][^ne-chambers-pool-gate] [#route-sale-of-business-covenants-through-the-transaction] - [ ] **Franchise reformation statute stays in its lane** (Prohibited) — Nebraska has exactly one statutory reformation rule, and it covers franchise non-compete agreements: when a court or arbitrator finds the restrictions unreasonable, the statute directs reformation to a reasonable and enforceable scope. Inside that lane the backstop is real; outside it, the common law controls and reformation is not the function of the courts. Flag any employment agreement that cites the franchise statute as a general savings mechanism — and any franchise agreement that fails to account for the mandatory reformation it is actually subject to. [^ne-franchise-reformation-gate][^ne-waadah-noreform-gate] [#confine-statutory-reformation-to-franchise-noncompete-agreements] [^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 Nebraska (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. [^ne-polly-personal-cover]: **Polly v. Ray D. Hilderman & Co.** — "Such a covenant may be valid only if it restricts the former employee from working for or soliciting the former employer’s clients or accounts with whom the former employee actually did business and has personal contact." *Polly v. Ray D. Hilderman & Co., 225 Neb. 662, 668, 407 N.W.2d 751 (1987).* [^ne-tsa-definition-def]: **Neb. Rev. Stat. § 87-502** — "Trade secret shall mean information, including, but not limited to, a drawing, formula, pattern, compilation, program, device, method, technique, code, or process that: (a) Derives independent economic value, actual or potential, from not being known to, and not being 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." *Neb. Rev. Stat. § 87-502(4).* [^ne-tsa-act-def]: **Neb. Rev. Stat. § 87-501** — "Sections 87-501 to 87-507 shall be known and may be cited as the Trade Secrets Act." *Neb. Rev. Stat. § 87-501.* [^ne-brown-unlimited-def]: **Securities Acceptance Corp. v. Brown** — "A contract in restraint of trade, which is neither limited in time nor space, is against public policy and void." *Securities Acceptance Corp. v. Brown, 171 Neb. 406, 422, 106 N.W.2d 456 (1960).* [^ne-gaver-ordinary-def]: **Gaver v. Schneider's O.K. Tire Co.** — "The noncompete agreement as written is an attempt to prevent ordinary competition, not improper or unjust competition, and we reject Schneider’s arguments to the contrary." *Gaver v. Schneider's O.K. Tire Co., 289 Neb. 491 (2014).* [^ne-polly-personal-def]: **Polly v. Ray D. Hilderman & Co.** — "Such a covenant may be valid only if it restricts the former employee from working for or soliciting the former employer’s clients or accounts with whom the former employee actually did business and has personal contact." *Polly v. Ray D. Hilderman & Co., 225 Neb. 662, 668, 407 N.W.2d 751 (1987).* [^ne-sisk-prospective-def]: **Sisk v. Scripps Media, Inc.** — "This provision greatly exceeds the permissible scope of customers an employee may be precluded from contacting by a restrictive covenant under Nebraska law." *Sisk v. Scripps Media, Inc., No. 8:24CV86, 2024 WL 1175140 (D. Neb. Mar. 18, 2024).* [^ne-brown-three-part-def]: **Securities Acceptance Corp. v. Brown** — "There are three general requirements relating to partial restraints of trade: First, is the restriction reasonable in the sense that it is not injurious to the public; second, is the restriction reasonable in the sense that it is no greater than is reasonably necessary to protect the employer in some legitimate interest; and, third, is the restriction reasonable in the sense that it is not unduly harsh and oppressive on the employee." *Securities Acceptance Corp. v. Brown, 171 Neb. 406, 417, 106 N.W.2d 456 (1960).* [^ne-sisk-modern-def]: **Sisk v. Scripps Media, Inc.** — "Because both covenants at issue are unreasonable and unenforceable under Nebraska law, Sisk has demonstrated a fair chance of prevailing on the merits of his underlying action." *Sisk v. Scripps Media, Inc., No. 8:24CV86, 2024 WL 1175140 (D. Neb. Mar. 18, 2024).* [^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).* [^ne-tsa-definition-conf]: **Neb. Rev. Stat. § 87-502** — "Trade secret shall mean information, including, but not limited to, a drawing, formula, pattern, compilation, program, device, method, technique, code, or process that: (a) Derives independent economic value, actual or potential, from not being known to, and not being 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." *Neb. Rev. Stat. § 87-502(4).* [^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).* [^ne-tsa-definition-prop]: **Neb. Rev. Stat. § 87-502** — "Trade secret shall mean information, including, but not limited to, a drawing, formula, pattern, compilation, program, device, method, technique, code, or process that: (a) Derives independent economic value, actual or potential, from not being known to, and not being 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." *Neb. Rev. Stat. § 87-502(4).* [^ne-aon-test-cov]: **Aon Consulting, Inc. v. Midlands Financial Benefits, Inc.** — "In determining whether a covenant not to compete is valid, a court considers whether the restriction is (1) reasonable in the sense that it is not injurious to the public, (2) not greater than is reasonably necessary to protect the employer in some legitimate interest, and (3) not unduly harsh and oppressive on the employee." *Aon Consulting, Inc. v. Midlands Fin. Benefits, Inc., 275 Neb. 642, 748 N.W.2d 626 (2008).* [^ne-aon-goodwill-cov]: **Aon Consulting, Inc. v. Midlands Financial Benefits, Inc.** — "The agreement was properly focused on the legitimate purpose of protecting Aon's goodwill with its customers." *Aon Consulting, Inc. v. Midlands Fin. Benefits, Inc., 275 Neb. 642, 748 N.W.2d 626 (2008).* [^ne-polly-personal-cov]: **Polly v. Ray D. Hilderman & Co.** — "Such a covenant may be valid only if it restricts the former employee from working for or soliciting the former employer’s clients or accounts with whom the former employee actually did business and has personal contact." *Polly v. Ray D. Hilderman & Co., 225 Neb. 662, 668, 407 N.W.2d 751 (1987).* [^ne-gaver-ordinary-cov]: **Gaver v. Schneider's O.K. Tire Co.** — "The noncompete agreement as written is an attempt to prevent ordinary competition, not improper or unjust competition, and we reject Schneider’s arguments to the contrary." *Gaver v. Schneider's O.K. Tire Co., 289 Neb. 491 (2014).* [^ne-sisk-modern-cov]: **Sisk v. Scripps Media, Inc.** — "Because both covenants at issue are unreasonable and unenforceable under Nebraska law, Sisk has demonstrated a fair chance of prevailing on the merits of his underlying action." *Sisk v. Scripps Media, Inc., No. 8:24CV86, 2024 WL 1175140 (D. Neb. Mar. 18, 2024).* [^ne-waadah-no-reform-cov]: **Unlimited Opportunity, Inc. v. Waadah** — "It is not the function of the courts to reform a covenant not to compete in order to make it enforceable." *Unlimited Opportunity, Inc. v. Waadah, 290 Neb. 629, 630, 861 N.W.2d 437 (2015).* [^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).* [^ne-aon-test-phys]: **Aon Consulting, Inc. v. Midlands Financial Benefits, Inc.** — "In determining whether a covenant not to compete is valid, a court considers whether the restriction is (1) reasonable in the sense that it is not injurious to the public, (2) not greater than is reasonably necessary to protect the employer in some legitimate interest, and (3) not unduly harsh and oppressive on the employee." *Aon Consulting, Inc. v. Midlands Fin. Benefits, Inc., 275 Neb. 642, 748 N.W.2d 626 (2008).* [^ne-brown-unlimited-toll]: **Securities Acceptance Corp. v. Brown** — "A contract in restraint of trade, which is neither limited in time nor space, is against public policy and void." *Securities Acceptance Corp. v. Brown, 171 Neb. 406, 422, 106 N.W.2d 456 (1960).* [^ne-waadah-no-reform-toll]: **Unlimited Opportunity, Inc. v. Waadah** — "It is not the function of the courts to reform a covenant not to compete in order to make it enforceable." *Unlimited Opportunity, Inc. v. Waadah, 290 Neb. 629, 630, 861 N.W.2d 437 (2015).* [^ne-aon-test-rem]: **Aon Consulting, Inc. v. Midlands Financial Benefits, Inc.** — "In determining whether a covenant not to compete is valid, a court considers whether the restriction is (1) reasonable in the sense that it is not injurious to the public, (2) not greater than is reasonably necessary to protect the employer in some legitimate interest, and (3) not unduly harsh and oppressive on the employee." *Aon Consulting, Inc. v. Midlands Fin. Benefits, Inc., 275 Neb. 642, 748 N.W.2d 626 (2008).* [^ne-waadah-bluepencil-sev]: **Unlimited Opportunity, Inc. v. Waadah** — "We decline Jani-King’s invitation to reconsider our rejection of the blue pencil rule." *Unlimited Opportunity, Inc. v. Waadah, 290 Neb. 629, 637, 861 N.W.2d 437 (2015).* [^ne-gaver-noreform-sev]: **Gaver v. Schneider's O.K. Tire Co.** — "We have determined above that the noncompete agreement in this case is unreasonable, and we do not reform it to make it enforceable." *Gaver v. Schneider's O.K. Tire Co., 289 Neb. 491 (2014).* [^ne-waadah-entire-sev]: **Unlimited Opportunity, Inc. v. Waadah** — "The district court was correct to consider the two covenants together and find the entire clause invalid if one portion is invalid." *Unlimited Opportunity, Inc. v. Waadah, 290 Neb. 629, 637, 861 N.W.2d 437 (2015).* [^ne-waadah-entire-surv]: **Unlimited Opportunity, Inc. v. Waadah** — "The district court was correct to consider the two covenants together and find the entire clause invalid if one portion is invalid." *Unlimited Opportunity, Inc. v. Waadah, 290 Neb. 629, 637, 861 N.W.2d 437 (2015).* [^ne-aon-merger-assign]: **Aon Consulting, Inc. v. Midlands Financial Benefits, Inc.** — "We agree with those cases which hold, under statutes similar to Maryland's, that a covenant not to compete is an asset of a corporation which passes by operation of law to a successor corporation as the result of a merger, regardless of whether the agreement would otherwise be assignable." *Aon Consulting, Inc. v. Midlands Fin. Benefits, Inc., 275 Neb. 642, 748 N.W.2d 626 (2008).* [^ne-aon-valid-assign]: **Aon Consulting, Inc. v. Midlands Financial Benefits, Inc.** — "For the reasons discussed, we conclude that the nonsolicitation agreement between Pearson and A & A was valid under Nebraska law and that the right to enforce the agreement passed to Aon by operation of law when it acquired A & A by merger." *Aon Consulting, Inc. v. Midlands Fin. Benefits, Inc., 275 Neb. 642, 748 N.W.2d 626 (2008).* [^ne-mertz-controls-gov]: **Mertz v. Pharmacists Mutual Insurance Co.** — "Accordingly, Nebraska law should be applied to determine the validity of the covenant." *Mertz v. Pharmacists Mut. Ins. Co., 261 Neb. 704, 710, 625 N.W.2d 197 (2001).* [^ne-mertz-policy-gov]: **Mertz v. Pharmacists Mutual Insurance Co.** — "In Nebraska, this court has refused to enforce postemployment covenants not to compete which are broader than reasonably necessary to protect legitimate business interests on the ground that such covenants are against public policy and void." *Mertz v. Pharmacists Mut. Ins. Co., 261 Neb. 704, 710, 625 N.W.2d 197 (2001).* [^ne-brown-three-part-gate]: **Securities Acceptance Corp. v. Brown** — "There are three general requirements relating to partial restraints of trade: First, is the restriction reasonable in the sense that it is not injurious to the public; second, is the restriction reasonable in the sense that it is no greater than is reasonably necessary to protect the employer in some legitimate interest; and, third, is the restriction reasonable in the sense that it is not unduly harsh and oppressive on the employee." *Securities Acceptance Corp. v. Brown, 171 Neb. 406, 417, 106 N.W.2d 456 (1960).* [^ne-restraint-civil-gate]: **Neb. Rev. Stat. § 59-1603** — "Any contract, combination, in the form of trust or otherwise, or conspiracy in restraint of trade or commerce shall be unlawful." *Neb. Rev. Stat. § 59-1603.* [^ne-polly-personal-gate]: **Polly v. Ray D. Hilderman & Co.** — "Because the covenant not to compete in this case attempts to restrict Polly from soliciting or working for Hilderman’s clients with whom Polly did not work and did not even know, it is greater than is reasonably necessary to protect Hilderman’s legitimate interest in customer goodwill, and is thus unreasonable and unenforceable." *Polly v. Ray D. Hilderman & Co., 225 Neb. 662, 669, 407 N.W.2d 751 (1987).* [^ne-sisk-prospective-gate]: **Sisk v. Scripps Media, Inc.** — "This provision greatly exceeds the permissible scope of customers an employee may be precluded from contacting by a restrictive covenant under Nebraska law." *Sisk v. Scripps Media, Inc., No. 8:24CV86, 2024 WL 1175140 (D. Neb. Mar. 18, 2024).* [^ne-gaver-ordinary-gate]: **Gaver v. Schneider's O.K. Tire Co.** — "The noncompete agreement as written is an attempt to prevent ordinary competition, not improper or unjust competition, and we reject Schneider’s arguments to the contrary." *Gaver v. Schneider's O.K. Tire Co., 289 Neb. 491 (2014).* [^ne-chambers-goodwill-gate]: **Chambers-Dobson, Inc. v. Squier** — "Thus, a covenant not to compete which is contained in a contract for sale of a business is a seller’s self-imposed restraint from trade and is frequently necessary to make goodwill in the seller’s business a transferable asset and ensure that the buyer receives the full value of acquired goodwill." *Chambers-Dobson, Inc. v. Squier, 238 Neb. 748, 756, 472 N.W.2d 391 (1991).* [^ne-chambers-pool-gate]: **Chambers-Dobson, Inc. v. Squier** — "A noncompetition covenant is a reasonable method to protect the property acquired by Chambers-Dobson." *Chambers-Dobson, Inc. v. Squier, 238 Neb. 748, 763, 472 N.W.2d 391 (1991).* [^ne-franchise-reformation-gate]: **Neb. Rev. Stat. § 87-404** — "If restrictions in a noncompete agreement are found by an arbitrator or a court to be unreasonable in restraining competition, the arbitrator or court shall reform the terms of the noncompete agreement to the extent necessary to cause the restrictions contained therein to be reasonable and enforceable." *Neb. Rev. Stat. § 87-404(2).* [^ne-waadah-noreform-gate]: **Unlimited Opportunity, Inc. v. Waadah** — "It is not the function of the courts to reform a covenant not to compete in order to make it enforceable." *Unlimited Opportunity, Inc. v. Waadah, 290 Neb. 629, 630, 861 N.W.2d 437 (2015).*