# Non-Compete Agreement Review Checklist — North Dakota[^about] A clause-by-clause reviewer checklist for North Dakota restrictive covenant agreements — N.D.C.C. § 9-08-06 voids non-competes and customer non-solicits, so the review screens for void restraints and then checks the confidentiality, trade-secret, and anti-raiding clauses that survive. ## Parties and cover-term identification {#parties-and-cover-term-identification} Run this checklist the way a North Dakota court would read the agreement: the statute voids a contract restraining a lawful profession, trade, or business, so the first pass screens for restraints — including solicitation clauses drafted like restraints — and the second pass checks the covenant suite that survives. For the question-by-question legal analysis behind these items, see the [North Dakota non-compete practice note](/legal/non-compete/north-dakota). - [ ] **Parties identified by name** (Recommended) — Confirm the employer entity named is the one that actually employs the worker and owns the information at stake. With competition restraints off the table, North Dakota enforcement runs through trade-secret and loyalty theories — and those claims belong to the entity holding the secrets and the employment relationship, not to an affiliate on the signature line. [#identify-parties] - [ ] **Effective date** (Recommended) — The surviving obligations — confidentiality terms, the anti-raiding window — still need a defined start point, and any covenant claiming the sale-of-goodwill or owner-exit exception must run for a reasonable length of time measured from somewhere. An undated agreement leaves every one of those clocks unanchored. [#identify-effective-date] - [ ] **Employee title** (Recommended) — Note the role, but do not expect it to change the outcome: North Dakota has no executive or professional carve-out, and its courts have voided restraints against insurance agents and emergency-room physicians alike. Title matters mainly as evidence of what protected information the worker actually touches. [^nd-werlinger-agent-void-cover][^nd-spectrum-physician-void-cover] [#identify-employee-title] - [ ] **Governing law state named** (Recommended) — Check which state is named — and treat any non-North-Dakota selection covering a North Dakota worker as a primary red flag rather than housekeeping. The state supreme court refuses to let parties contract for another forum or body of law when the natural result is enforcing a non-compete against North Dakota public policy. [^nd-osborne-cover] [#identify-governing-law] ## Definitions {#definitions} - [ ] **Confidential information** (Recommended) — In North Dakota this definition carries the load the non-compete cannot. It should describe genuinely protected information rather than everything the worker ever learned — a definition that sweeps in general skills or public knowledge invites the argument that the clause restrains the trade itself instead of guarding secrets. [^nd-utsa-definition-defs] [#define-confidential-information] - [ ] **Trade secrets** (Recommended) — Check the defined term against the statutory anchor: information deriving independent economic value from secrecy, subject to reasonable secrecy efforts. The closer the contract tracks North Dakota's Uniform Trade Secrets Act, the more of the employer's protection survives in a state where the restraint-based alternatives are void. [^nd-utsa-definition-defs] [#define-trade-secrets] - [ ] **Restricted period** (Recommended) — Only the surviving covenants need a clock here — chiefly the anti-raiding employee non-solicit and any finite confidentiality term. Confirm the defined period is referenced consistently: a period attached to a void restraint does no work, while an undefined one muddies the clauses that remain. [#define-restricted-period] - [ ] **Covered employees** (Recommended) — The anti-raiding covenant earns its narrow shelter by staying narrow. Keep the protected class to colleagues the departing worker actually worked with or could influence — a definition reaching the entire workforce reads like the broad restraint the statute voids rather than the targeted clause the supreme court let stand. [^nd-warner-antiraiding-defs] [#define-covered-employees] - [ ] **Protected business interests** (Recommended) — A protected-interests recital cannot buy back a void restraint — the supreme court declined to carve judicial exceptions out of the statute and pointed employers at trade-secret legislation instead. Use the definition to identify the specific information assets the confidentiality and trade-secret clauses guard, not to argue for a covenant the statute forbids. [^nd-warner-trade-secret-defs] [#define-protected-interests] - [ ] **Small public-stock carve-out** (Recommended) — Wherever ownership or investment in competitors is restricted, look for the passive public-holdings carve-out below a stated threshold. North Dakota measures restraint by practical effect — a worker who must give something up to take part in a lawful business is restrained — so a clause that technically forbids holding ordinary public shares is gratuitous exposure. [^nd-werlinger-practical-defs] [#permit-de-minimis-passive-public-investment-carveout] - [ ] **Passive public holdings** (Optional) — Optional drafting mechanics. If the capitalized term appears, confirm its percentage threshold matches the operative carve-out it supports; if the carve-out is inlined without a defined term, nothing is missing. [#define-passive-public-holdings] - [ ] **What counts as soliciting** (Recommended) — This definition decides whether the surviving covenant stays inside its shelter. The clause the supreme court upheld penalized only soliciting or influencing an employee to leave — active conduct — and the federal court in this district required competent evidence of exactly that before granting relief. A definition that also captures passively receiving inquiries stretches past both holdings. [^nd-warner-antiraiding-defs][^nd-pruco-evidence-defs] [#define-solicit] - [ ] **Termination of employment** (Recommended) — Pin down the trigger event so resignation, dismissal, and the expiry of a fixed term all start the same clocks. Ambiguity here infects the anti-raiding window and the confidentiality term — the obligations a North Dakota court will actually enforce. [#define-termination-of-employment] ## Timing and execution acknowledgements {#timing-and-execution-acknowledgements} - [ ] **When the agreement was signed** (Recommended) — Record when the agreement was signed relative to the start of employment and what consideration moved. North Dakota disputes rarely turn on consideration mechanics — the void rule disposes of most fights first — but a clean timing record supports the covenants that survive and the trade-secret claims that may follow them. [#acknowledge-timing] - [ ] **Chance to consult a lawyer** (Recommended) — Inexpensive process evidence. No North Dakota statute requires it, but an acknowledged opportunity to take advice supports the fairness of the obligations that remain enforceable — and shows the employer treated the agreement as more than onboarding paperwork. [#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 — the federal definition and North Dakota's own act both key protection to continued secrecy, not to a contract date. In a ban state this matters twice over: trade-secret law is the employer's main post-employment protection, and a fixed expiry voluntarily surrenders it. [^nd-dtsa-definition-conf][^nd-utsa-definition-conf] [#treat-trade-secret-protection-as-perpetual] - [ ] **Confidentiality end date** (Recommended) — Give ordinary confidential information a finite term on its own track, separate from the perpetual trade-secret obligation. An everything-forever clause is the kind of open-ended burden that invites a court to read the confidentiality covenant as a restraint on the trade rather than a guard on information. [#state-confidentiality-duration] ## Permitted disclosures and protected conduct {#permitted-disclosures-and-protected-conduct} - [ ] **DTSA whistleblower notice** (Required) — Fully applicable in North Dakota. Omitting the federal immunity notice forfeits exemplary damages and attorney fees in a later trade-secret action against the worker — and trade-secret remedies are precisely the relief a North Dakota employer is left holding. [^nd-dtsa-immunity-notice] [#disclose-dtsa-notice] - [ ] **Wage-discussion carve-out** (Required) — Wages, hours, and working conditions must stay discussable no matter which state governs. Federal labor law protects that concerted activity, and the Board has been striking confidentiality and non-disparagement language broad enough to sweep it in. [^nd-nlra-section-7][^nd-mclaren-protected] [#carve-out-nlra-protected-discussion] - [ ] **Court-ordered disclosure allowed** (Recommended) — Confirm the standard carve-out for disclosure required by law, court order, or a government investigation, with notice to the employer where lawful. No confidentiality clause can outrun a subpoena; the carve-out keeps the worker from being contractually penalized for complying with one. [#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. Because a North Dakota employer's post-employment protection runs through misappropriation claims rather than covenants, the certification is the contemporaneous record that the worker left with nothing — or the first exhibit when protected material surfaces at a competitor. [^nd-utsa-injunction-return] [#require-property-return-and-certification] ## Restrictive covenants (each independently includable) {#restrictive-covenants-each-independently-includable} - [ ] **Employee non-solicit kept to anti-raiding** (Required) — The one post-employment covenant with a clear North Dakota shelter — and the shelter is exactly as wide as the clause is narrow. It must penalize only soliciting or influencing employees to leave; audit for creep into hiring bans, customer-facing riders, or workforce-wide reach, any of which drops the clause back into the void rule. Even the lawful version is enforced only on real proof of solicitation. [^nd-warner-antiraiding-cov][^nd-pruco-proof-cov] [#narrow-employee-nonsolicit-to-anti-raiding] - [ ] **No customer non-solicit** (Prohibited) — Flag this clause on sight. The North Dakota Supreme Court treats post-employment customer solicitation and replacement restrictions as restraints of trade with no statutory exception, and it declined to create a judicial one — scoping the clause to a look-back window or material contacts does not change the analysis. The legitimate concern underneath it belongs in the trade-secret and confidentiality clauses. [^nd-warner-customer-void-cov][^nd-warner-replacement-void-cov] [#exclude-customer-nonsolicit] - [ ] **No non-dealing covenant** (Prohibited) — A no-business covenant bars serving customers who arrive unprompted — a restraint on the worker's lawful business that runs at least as deep as the solicitation and replacement clauses the supreme court already voids to that extent. If the draft contains one, the cure is removal, not narrowing. [^nd-warner-replacement-void-cov] [#exclude-non-dealing-with-customers] - [ ] **No post-employment non-compete** (Prohibited) — The headline rule of this page: a contract restraining a lawful profession, trade, or business is to that extent void, and ordinary employment non-competes fit neither statutory exception. The clause's presence is the finding. Escalate to the goodwill and owner-exit gate at the end of this checklist if a transaction is claimed; otherwise treat the covenant — and anything that exists only to serve it — as inoperative. [^nd-statute-void-cov][^nd-earthworks-penalty-cov] [#exclude-post-employment-noncompete] - [ ] **Non-investment covenant** (Optional) — Rare, and unaddressed by North Dakota authority — which is not comfort. A clause restricting where the worker may invest can operate as a practical restraint on taking part in a lawful business, the exact analysis the courts apply to indirect restraints. Confirm the passive-holdings carve-out is intact and treat anything broader as a deliberate risk decision. [^nd-werlinger-practical-cov] [#permit-non-investment] ## Non-disparagement {#non-disparagement} - [ ] **Non-disparagement** (Recommended) — Reasonable to include with a stated duration, and uncontroversial under North Dakota law — the void rule targets restraints on trade, not on insults. Audit the carve-outs instead: truthful testimony, statements to government agencies, and protected workplace speech must sit outside the clause, and federal labor law polices the overbroad versions in every state. [^nd-mclaren-nondisparagement] [#require-non-disparagement] ## Physician-specific notices and carve-outs {#physician-specific-notices-and-carve-outs} - [ ] **Physician rights and notices** (Recommended) — The dedicated clause should state what North Dakota law already does. Physician restraints fall under the general void rule — the supreme court protected even negotiating future employment while a current contract was still running — and a hospital or nonprofit employing physicians by written contract must preserve the physician's independent medical judgment. No physician-specific ban exists because none is needed. [^nd-spectrum-negotiation-phys][^nd-physician-judgment-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. In North Dakota it doubles as an intake screen for covenants signed elsewhere: an out-of-state non-compete may prove unenforceable against North Dakota work, but surfacing it on day one beats discovering it in a demand letter. [#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) — Optional everywhere, and worth extra caution here: a notice program built around covenants that are void in North Dakota tells a new employer about restrictions that do not exist. If the clause appears, confine any disclosure to the obligations that actually survive — confidentiality, trade-secret, and the anti-raiding covenant. [#address-notice-to-future-employers] ## Tolling during breach {#tolling-during-breach} - [ ] **Restriction extended during a breach** (Recommended) — The agreement should say whether a breach pauses the clock — but the only clocks that matter in North Dakota belong to the surviving covenants, and no statute or decision addresses extension. Watch the mechanism itself: an extension that operates as a penalty for competing walks into the same rule that voids competition penalties outright. [^nd-earthworks-penalty-toll] [#address-tolling-during-breach] ## Remedies {#remedies} - [ ] **Injunction availability** (Recommended) — The irreparable-harm acknowledgement is standard and harmless, but it buys less here than elsewhere: the federal court in this district declined to enjoin alleged raiding without competent evidence of solicitation, recital or no recital. Treat the clause as supporting evidence, never as the showing itself. [^nd-pruco-injunction-rem] [#require-injunctive-relief-availability] - [ ] **Attorney fees and costs** (Optional) — A commercial choice under the default American Rule. Check that the mechanism does not shade into a price on competing: a fee or damages provision triggered by lawful post-employment competition is an indirect restraint, and North Dakota voids restraints that work by penalty as readily as those that work by prohibition. [^nd-werlinger-purchase-rem] [#address-attorneys-fees-and-costs] ## Severability and reformation {#severability-and-reformation} - [ ] **No reliance on court narrowing** (Avoid) — Read the severability clause as an autopsy plan, not a parachute. The statute voids a restraint to that extent, and North Dakota's employment cases strike invalid restraints rather than trimming them to the bounds of reason. The partial-enforcement history lives only in sale-of-business settings, where a covenant tied to genuine goodwill was confined to the county the purchased business served — savings language inviting a court to rewrite an employee covenant has no rule to invoke. [^nd-statute-extent-sev][^nd-hawkins-sale-sev] [#draft-for-striking-not-judicial-rescue] ## Survival {#survival} - [ ] **Survival after the agreement ends** (Recommended) — Per-covenant survival keeps the surviving suite auditable: perpetual for trade secrets, finite for ordinary confidential information, the anti-raiding window for the employee non-solicit — and nothing surviving for the clauses the statute voids. A bundled survival clause obscures exactly the distinctions this jurisdiction forces a reviewer to draw. [#address-survival-per-covenant] ## Assignment and successors {#assignment-and-successors} - [ ] **Assignment and successors** (Recommended) — Confirm employer-side assignability for the obligations that survive — confidentiality and trade-secret protections should follow the business through a sale. What assignment cannot do is launder a restraint: a successor takes each covenant exactly as void or enforceable as the seller held it. [#address-assignment-and-successors] ## Governing law, venue, dispute process {#governing-law-venue-dispute-process} - [ ] **North Dakota law and forum for North Dakota workers** (Prohibited) — For a North Dakota worker the clause must not route enforceability to another state — by chosen law, chosen forum, or the pair working together — when the natural result is enforcing a non-compete North Dakota public policy forbids. The supreme court refused to honor exactly that maneuver, and the foreign-forum statute independently lets a court decline an exclusive out-of-state forum that would be unfair or unreasonable. Still expect the clause to name law, venue, and process; it simply cannot serve as the escape hatch. [^nd-osborne-gl][^nd-foreign-forum-gl] [#keep-north-dakota-law-and-forum-for-north-dakota-workers] ## Entire agreement, amendment, waiver, e-signatures {#entire-agreement-amendment-waiver-e-signatures} - [ ] **Entire agreement, amendments, e-signatures** (Recommended) — Standard boilerplate with one local wrinkle: an integration clause that merges in covenants from offer letters, incentive plans, or commission schedules can quietly import a void restraint or a forfeiture trigger. Confirm what the merger language actually pulls into the agreement before signing off on it. [#address-entire-agreement-amendment-waiver-and-e-signatures] ## North Dakota statutory gates (N.D.C.C. § 9-08-06) {#north-dakota-statutory-gates} The four items below exist only on this North Dakota page: they implement the void rule's exception gate and the red-line doctrines — competition forfeitures, repackaged restraints — that have no analogue in the jurisdiction-neutral checklist. - [ ] **Goodwill or owner-exit substance behind any exception covenant** (Required) — A covenant defended under the statutory exceptions must rest on a genuine sale of business goodwill or on a partner, member, or shareholder dissolution, dissociation, or ownership-interest sale — and must stay within a reasonable geographic area and length of time. Test substance, not labels: the supreme court held a 1/200th equity sale cannot transfer goodwill as a matter of law, and the exception validates only covenants connected with the goodwill actually sold. [^nd-goodwill-exception-gate][^nd-warner-small-stock-gate][^nd-earthworks-connection-gate] [#gate-goodwill-and-dissociation-covenants-by-statutory-exception] - [ ] **No pay forfeitures for competing** (Prohibited) — Sweep the compensation provisions, not just the covenants article: bonus clawbacks, deferred-compensation forfeitures, termination-pay conditions, and liquidated damages triggered by post-employment competition are indirect restraints. North Dakota asks whether the worker must buy back the freedom to compete, and it voids penalty mechanisms as readily as outright prohibitions. [^nd-werlinger-freedom-gate][^nd-earthworks-penalty-gate] [#exclude-forfeiture-for-competition-mechanisms] - [ ] **Confidentiality not a disguised non-compete** (Prohibited) — Read the confidentiality and trade-secret clauses for repackaged restraints: language that bars working for competitors or serving customers under the banner of protecting information inherits the void rule rather than the trade-secret safe ground. The supreme court pointed employers at trade-secret legislation precisely so the statute would need no judicial exceptions — keep the clause on that footing, scoped to information with genuine secrecy value. [^nd-warner-ts-rationale-gate][^nd-utsa-definition-gate] [#keep-confidentiality-targeted-at-protected-information] - [ ] **Protection built on trade-secret and loyalty tools** (Recommended) — The strongest North Dakota agreement leans on what the state actually enforces: injunctions against actual or threatened misappropriation, damages for actual loss and unjust enrichment, the during-employment duty to prefer the employer's business, and equitable relief against secretly soliciting clients while still employed. If the draft's only real protection is a restraint, the employer has none. [^nd-utsa-injunction-gate][^nd-utsa-damages-gate][^nd-loyalty-duty-gate][^nd-biever-loyalty-gate] [#route-protection-through-trade-secret-and-loyalty-tools] [^about]: By Steven Obiajulu, J.D. Published by [openagreements.org](https://openagreements.org) · Maintained by [UseJunior](https://usejunior.com). Last reviewed 2026-06-11. License: CC BY 4.0. Steven Obiajulu, J.D. edits this review checklist for North Dakota (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. [^nd-werlinger-agent-void-cover]: **Werlinger v. Mutual Service Casualty Insurance Co.** — "The trial court ruled that Paragraph 12(D) was a restraint of trade, void and unenforceable under § 9-08-06, N.D.C.C." *Werlinger v. Mut. Serv. Cas. Ins. Co., 496 N.W.2d 26, 27 (N.D. 1993).* [^nd-spectrum-physician-void-cover]: **Spectrum Emergency Care, Inc. v. St. Joseph's Hospital & Health Center** — "There can be no doubt that section 9-08-06, N.D.C.C., makes void the provision which attempts to prohibit the physicians from being employed by the Hospital at the end of the contract period with Spectrum." *Spectrum Emergency Care, Inc. v. St. Joseph's Hosp. & Health Ctr., 479 N.W.2d 848, 851 (N.D. 1992).* [^nd-osborne-cover]: **Osborne v. Brown & Saenger, Inc.** — "Simply put, one may not contract for application of another state’s law or forum if the natural result is to allow enforcement of a non-compete agreement in violation of North Dakota’s longstanding and strong public policy against non-compete agreements." *Osborne v. Brown & Saenger, Inc., 2017 ND 288, ¶ 16, 904 N.W.2d 34.* [^nd-utsa-definition-defs]: **N.D. Cent. Code ch. 47-25.1** — "4. ‘Trade secret’ means information, including a formula, pattern, compilation, 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." *N.D. Cent. Code § 47-25.1-01(4).* [^nd-warner-antiraiding-defs]: **Warner & Co. v. Solberg** — "This prohibition is narrowly drawn to penalize only Solberg’s actions of soliciting or influencing an employee to leave Warner and come to work for Vaaler and is not void as a restraint of trade." *Warner & Co. v. Solberg, 2001 ND 156, ¶ 25, 634 N.W.2d 65.* [^nd-warner-trade-secret-defs]: **Warner & Co. v. Solberg** — "Because of the plain language of the statute, the history of legislation in North Dakota concerning this issue, and because North Dakota has enacted trade-secrets legislation, we decline to do so." *Warner & Co. v. Solberg, 2001 ND 156, ¶ 18, 634 N.W.2d 65.* [^nd-werlinger-practical-defs]: **Werlinger v. Mutual Service Casualty Insurance Co.** — "Surely this was not freedom to practice his profession in Grand Forks, since he would have to purchase the freedom with $2,000, and there is no merit to this contention." *Werlinger v. Mut. Serv. Cas. Ins. Co., 496 N.W.2d 26, 29 (N.D. 1993).* [^nd-pruco-evidence-defs]: **Pruco Securities Corp. v. Montgomery** — "Simply stated, the record at this stage is devoid of any competent evidence that Montgomery improperly solicited Prudential agents to follow him to Minnesota Life." *Pruco Sec. Corp. v. Montgomery, 264 F. Supp. 2d 862, 868 (D.N.D. 2003).* [^nd-dtsa-definition-conf]: **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).* [^nd-utsa-definition-conf]: **N.D. Cent. Code ch. 47-25.1** — "4. ‘Trade secret’ means information, including a formula, pattern, compilation, 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." *N.D. Cent. Code § 47-25.1-01(4).* [^nd-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).* [^nd-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).* [^nd-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).* [^nd-utsa-injunction-return]: **N.D. Cent. Code ch. 47-25.1** — "Actual or threatened misappropriation may be enjoined." *N.D. Cent. Code § 47-25.1-02(1).* [^nd-warner-antiraiding-cov]: **Warner & Co. v. Solberg** — "This prohibition is narrowly drawn to penalize only Solberg’s actions of soliciting or influencing an employee to leave Warner and come to work for Vaaler and is not void as a restraint of trade." *Warner & Co. v. Solberg, 2001 ND 156, ¶ 25, 634 N.W.2d 65.* [^nd-pruco-proof-cov]: **Pruco Securities Corp. v. Montgomery** — "Simply stated, the record at this stage is devoid of any competent evidence that Montgomery improperly solicited Prudential agents to follow him to Minnesota Life." *Pruco Sec. Corp. v. Montgomery, 264 F. Supp. 2d 862, 868 (D.N.D. 2003).* [^nd-warner-customer-void-cov]: **Warner & Co. v. Solberg** — "The statute contains no exception for the contractual provisions in § 6(a) and (b) of the contract." *Warner & Co. v. Solberg, 2001 ND 156, ¶ 23, 634 N.W.2d 65.* [^nd-warner-replacement-void-cov]: **Warner & Co. v. Solberg** — "These limitations constitute a restraint of trade and therefore the agreement is ‘to that extent void.’" *Warner & Co. v. Solberg, 2001 ND 156, ¶ 24, 634 N.W.2d 65.* [^nd-statute-void-cov]: **N.D. Cent. Code § 9-08-06** — "A contract by which anyone is restrained from exercising a lawful profession, trade, or business of any kind is to that extent void, except: 1. A person that sells the goodwill of a business and the person's partners, members, or shareholders may agree with the buyer to refrain from carrying on a similar business within a reasonable geographic area and for a reasonable length of time, if the buyer or any person deriving title to the goodwill from the buyer carries on a like business in that area." *N.D. Cent. Code § 9-08-06.* [^nd-earthworks-penalty-cov]: **Earthworks, Inc. v. Sehn** — "The statute represents one of the oldest and most continuous applications of public policy in contract law, and it invalidates provisions in employment contracts prohibiting an employee from working for a competitor after completion of his employment or imposing a penalty if he does so." *Earthworks, Inc. v. Sehn, 553 N.W.2d 490, 493 (N.D. 1996).* [^nd-werlinger-practical-cov]: **Werlinger v. Mutual Service Casualty Insurance Co.** — "Surely this was not freedom to practice his profession in Grand Forks, since he would have to purchase the freedom with $2,000, and there is no merit to this contention." *Werlinger v. Mut. Serv. Cas. Ins. Co., 496 N.W.2d 26, 29 (N.D. 1993).* [^nd-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).* [^nd-spectrum-negotiation-phys]: **Spectrum Emergency Care, Inc. v. St. Joseph's Hospital & Health Center** — "The ability to negotiate and contract for future employment is central to one's ability to exercise a lawful profession, trade, or business." *Spectrum Emergency Care, Inc. v. St. Joseph's Hosp. & Health Ctr., 479 N.W.2d 848, 851 (N.D. 1992).* [^nd-physician-judgment-phys]: **N.D. Cent. Code § 43-17-42** — "The written contract must contain language to the effect the employment relationship with the physician may not affect the exercise of the physician's independent judgment in the practice of medicine, and the physician's independent judgment in the practice of medicine is in fact unaffected by the physician's employment relationship with the hospital, nonprofit entity, or charitable trust." *N.D. Cent. Code § 43-17-42.* [^nd-earthworks-penalty-toll]: **Earthworks, Inc. v. Sehn** — "The statute represents one of the oldest and most continuous applications of public policy in contract law, and it invalidates provisions in employment contracts prohibiting an employee from working for a competitor after completion of his employment or imposing a penalty if he does so." *Earthworks, Inc. v. Sehn, 553 N.W.2d 490, 493 (N.D. 1996).* [^nd-pruco-injunction-rem]: **Pruco Securities Corp. v. Montgomery** — "Simply stated, the record at this stage is devoid of any competent evidence that Montgomery improperly solicited Prudential agents to follow him to Minnesota Life." *Pruco Sec. Corp. v. Montgomery, 264 F. Supp. 2d 862, 868 (D.N.D. 2003).* [^nd-werlinger-purchase-rem]: **Werlinger v. Mutual Service Casualty Insurance Co.** — "Surely this was not freedom to practice his profession in Grand Forks, since he would have to purchase the freedom with $2,000, and there is no merit to this contention." *Werlinger v. Mut. Serv. Cas. Ins. Co., 496 N.W.2d 26, 29 (N.D. 1993).* [^nd-statute-extent-sev]: **N.D. Cent. Code § 9-08-06** — "A contract by which anyone is restrained from exercising a lawful profession, trade, or business of any kind is to that extent void, except: 1. A person that sells the goodwill of a business and the person's partners, members, or shareholders may agree with the buyer to refrain from carrying on a similar business within a reasonable geographic area and for a reasonable length of time, if the buyer or any person deriving title to the goodwill from the buyer carries on a like business in that area." *N.D. Cent. Code § 9-08-06.* [^nd-hawkins-sale-sev]: **Hawkins Chemical, Inc. v. McNea** — "Because the property and business purchased from Saunders and McNea were located and conducted in Ward County, we hold the non-competition agreement to be enforceable in that county." *Hawkins Chem., Inc. v. McNea, 321 N.W.2d 918, 920 (N.D. 1982).* [^nd-osborne-gl]: **Osborne v. Brown & Saenger, Inc.** — "Simply put, one may not contract for application of another state’s law or forum if the natural result is to allow enforcement of a non-compete agreement in violation of North Dakota’s longstanding and strong public policy against non-compete agreements." *Osborne v. Brown & Saenger, Inc., 2017 ND 288, ¶ 16, 904 N.W.2d 34.* [^nd-foreign-forum-gl]: **N.D. Cent. Code § 28-04.1-03** — "If the parties have agreed in writing that an action on a controversy may be brought only in another state and it is brought in a court of this state, the court will dismiss or stay the action, as appropriate, unless: 1. The court is required by statute to entertain the action; 2. The plaintiff cannot secure effective relief in the other state, for reasons other than delay in bringing the action; 3. The other state would be a substantially less convenient place for the trial of the action than this state; 4. The agreement as to the place of the action was obtained by misrepresentation, duress, the abuse of economic power, or other unconscionable means; or 5. It would for some other reason be unfair or unreasonable to enforce the agreement." *N.D. Cent. Code § 28-04.1-03.* [^nd-goodwill-exception-gate]: **N.D. Cent. Code § 9-08-06** — "A contract by which anyone is restrained from exercising a lawful profession, trade, or business of any kind is to that extent void, except: 1. A person that sells the goodwill of a business and the person's partners, members, or shareholders may agree with the buyer to refrain from carrying on a similar business within a reasonable geographic area and for a reasonable length of time, if the buyer or any person deriving title to the goodwill from the buyer carries on a like business in that area. 2. Partners, members, or shareholders, upon or in anticipation of a dissolution of a partnership, limited liability company, or corporation; upon or in anticipation of a dissociation of a partner or member; or as part of an agreement addressing the dissociation or sale of a partner, member, or shareholder's ownership interest, may agree that all or any number of them will not carry on a similar business within a reasonable geographic area where the partnership, limited liability company, or corporation business has been transacted, or within a specified part of the area." *N.D. Cent. Code § 9-08-06.* [^nd-warner-small-stock-gate]: **Warner & Co. v. Solberg** — "We agree with the trial court that, as a matter of law, the sale of a l/200th interest cannot be said to transfer the goodwill of the business." *Warner & Co. v. Solberg, 2001 ND 156, ¶ 29, 634 N.W.2d 65.* [^nd-earthworks-connection-gate]: **Earthworks, Inc. v. Sehn** — "The exception relied on here by Earthworks makes valid a limited non-competition agreement only if it is connected with the sale of the goodwill of a business." *Earthworks, Inc. v. Sehn, 553 N.W.2d 490, 493 (N.D. 1996).* [^nd-werlinger-freedom-gate]: **Werlinger v. Mutual Service Casualty Insurance Co.** — "Surely this was not freedom to practice his profession in Grand Forks, since he would have to purchase the freedom with $2,000, and there is no merit to this contention." *Werlinger v. Mut. Serv. Cas. Ins. Co., 496 N.W.2d 26, 29 (N.D. 1993).* [^nd-earthworks-penalty-gate]: **Earthworks, Inc. v. Sehn** — "The statute represents one of the oldest and most continuous applications of public policy in contract law, and it invalidates provisions in employment contracts prohibiting an employee from working for a competitor after completion of his employment or imposing a penalty if he does so." *Earthworks, Inc. v. Sehn, 553 N.W.2d 490, 493 (N.D. 1996).* [^nd-warner-ts-rationale-gate]: **Warner & Co. v. Solberg** — "Because of the plain language of the statute, the history of legislation in North Dakota concerning this issue, and because North Dakota has enacted trade-secrets legislation, we decline to do so." *Warner & Co. v. Solberg, 2001 ND 156, ¶ 18, 634 N.W.2d 65.* [^nd-utsa-definition-gate]: **N.D. Cent. Code ch. 47-25.1** — "4. ‘Trade secret’ means information, including a formula, pattern, compilation, 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." *N.D. Cent. Code § 47-25.1-01(4).* [^nd-utsa-injunction-gate]: **N.D. Cent. Code ch. 47-25.1** — "Actual or threatened misappropriation may be enjoined." *N.D. Cent. Code § 47-25.1-02(1).* [^nd-utsa-damages-gate]: **N.D. Cent. Code ch. 47-25.1** — "Damages can include both the actual loss caused by misappropriation and the unjust enrichment caused by misappropriation that is not taken into account in computing actual loss." *N.D. Cent. Code § 47-25.1-03(1).* [^nd-loyalty-duty-gate]: **N.D. Cent. Code § 34-02-14** — "An employee who has any business to transact on the employee's own account similar to that entrusted to the employee by the employee's employer shall give the latter the preference always." *N.D. Cent. Code § 34-02-14.* [^nd-biever-loyalty-gate]: **Biever, Drees & Nordell v. Coutts** — "We believe the above provision clearly sets forth what the firm had a right to expect from Coutts, i. e., that he would not solicit clients of the firm for himself while he was employed by the firm." *Biever, Drees & Nordell v. Coutts, 305 N.W.2d 33, 36 (N.D. 1981).*