> **This is a fill-in template, not legal advice.** Replace every `[bracketed field]` > with your own value. `[[Defined Terms]]` (double brackets) are glossary markers, not blanks. > Token-only (programmatic-fill) version: ./template.md # Employee Restrictive Covenant Agreement ## Cover Terms The terms below are incorporated into and form part of this agreement. Employer : [Legal name of the employer] Employee : [Full legal name of the employee] Employee Title / Position : [Employee job title or position (optional)] Effective Date : [Effective date of this agreement] Governing Law : Idaho Healthcare Provider : false Confidentiality Trade Secrets Duration : Perpetual Other Confidential Information Duration : 24 months Employee Non-Solicitation Duration : 12 months Covered Employee Lookback : 12 months Customer Non-Solicitation Duration : 12 months Covered Customer Lookback : 12 months Non-Competition Duration : 12 months Restricted Territory : the geographic areas in which Employee provided services or had a significant presence or influence for Employer Competitive Business : [Description of the business activities that constitute competition with the employer, ideally limited to the type of employment or line of business the worker actually conducted for the employer.] Specified Competitors : [Optional named list of specific competitors. Narrowing the restriction to named competitors is strong tailoring evidence under the section 44-2701 no-greater-restraint-than-necessary limit.] No Business with Covered Customers Duration : 12 months Non-Investment Duration : 12 months Non-Disparagement Duration : 24 months Consideration Consideration for Restrictive Covenants : Employee's employment or continued employment with Employer, which the parties agree is sufficient consideration for a direct-competition restriction of eighteen months or less; if any direct-competition restriction runs longer than eighteen months, the additional consideration described in this agreement ## Standard Terms ### Defined Terms [[Competitive Business]] means the business activities described in Cover Terms under Competitive Business, limited so far as possible to the type of employment or line of business Employee actually conducted for Employer. [[Confidential Information]] means non-public information relating to Employer's business, including trade secrets, customer lists, pricing, business processes, technical data, and strategic plans, but excluding information that becomes public through no fault of Employee. [[Covered Customers]] means customers, vendors, referral sources, and business partners with whom Employee had material contact or for whom Employee had responsibility during the 12 months before termination of employment. [[Covered Employees]] means employees with whom Employee worked or whom Employee managed during the 12 months before termination of employment. [[Passive Public Holdings]] means ownership of securities of a publicly traded company representing less than five percent of any class of such company's securities, and interests in diversified mutual funds, index funds, and exchange-traded funds that may hold securities of a Competitive Business. [[Protected Interests]] means Employer's legitimate business interests within the meaning of Idaho Code sections 44-2701 and 44-2702, including Employer's goodwill, technologies, intellectual property, business plans, business processes and methods of operation, customers, customer lists, customer contacts and referral sources, vendors and vendor contacts, financial and marketing information, and trade secrets as defined by chapter 8, title 48, Idaho Code. [[Restricted Period]] means the duration specified in Cover Terms for each covenant, beginning on the date Employee's employment with Employer ends for any reason. [[Restricted Territory]] means the geographic area described in Cover Terms under Restricted Territory. [[Solicit]] means an overt act initiated by Employee that entreats, implores, pleads, or petitions a person or entity for the business or relationship at issue, and seeks something in return. Solicit does not include the mere acceptance of business, ordinary communication between Employee and another person, responding to general advertisements, or responding to unsolicited inquiries not initiated by Employee. [[Trade Secrets]] has the meaning given in the Idaho Trade Secrets Act, Idaho Code section 48-801. ### Recitals, Key-Worker Status, and Legitimate Business Interests Employer and Employee acknowledge that each restrictive covenant in this agreement is entered to protect one or more of Employer's Protected Interests and is intended to be no greater a restraint than is reasonably necessary to protect those interests, as Idaho Code section 44-2701 requires. Employer and Employee further acknowledge that any covenant not to compete in this agreement is enforceable under Idaho Code section 44-2701 only against a key employee or key independent contractor, and that under Idaho Code section 44-2702(1) a key employee or key independent contractor is one who, by reason of Employer's investment of time, money, trust, exposure to the public, or exposure to technologies, intellectual property, business plans, business processes and methods of operation, customers, vendors, or other business relationships, has gained a high level of inside knowledge, influence, credibility, notoriety, fame, reputation, or public persona as a representative or spokesperson of Employer and, as a result, has the ability to harm or threaten Employer's legitimate business interests. Employee acknowledges that Employee occupies that key role. Under Idaho Code section 44-2704(5), a worker among Employer's highest-paid five percent is rebuttably presumed to be key. Idaho Code section 44-2701 also reaches key independent contractors, so this acknowledgement applies whether Employee is engaged as an employee or as an independent contractor. ### Timing, Consideration, and Right to Consult Counsel Employer has advised Employee that Employee may consult with an attorney before entering into this agreement. Idaho does not impose a statutory notice or review-period ritual for restrictive covenants, but Idaho courts construe employment covenants strictly against the employer, so Employee confirms having entered this agreement knowingly. The parties agree that the restrictive covenants in this agreement are supported by Employee's employment or continued employment with Employer, which the parties agree is sufficient consideration for a direct-competition restriction of eighteen months or less; if any direct-competition restriction runs longer than eighteen months, the additional consideration described in this agreement. The parties acknowledge that, under Idaho Code section 44-2704(1), a post-employment restriction of direct competition may not exceed eighteen months from termination unless consideration in addition to employment or continued employment is given to Employee, and that continued employment alone is sufficient consideration for a direct-competition restriction of eighteen months or less. Employee acknowledges that the restrictions in this agreement are reasonable and necessary to protect Employer's Protected Interests. This agreement is effective as of the Effective Date listed in Cover Terms. ### Confidential Information and Trade Secret Protection Employee must treat all Confidential Information as strictly confidential. Employee must not use or disclose Confidential Information except as required to perform authorized job duties or with Employer's prior written consent. Employee's obligations regarding trade secrets continue for the Trade Secrets Duration in Cover Terms, which is intended to last as long as the information remains a trade secret. Employee's obligations regarding other Confidential Information continue for the Other Confidential Information Duration in Cover Terms. These confidentiality and trade-secret obligations stand independent of the restrictive covenants in this agreement and survive on their own footing: nothing in Idaho Code chapter 44-27 limits Employer's ability to otherwise protect trade secrets or other proprietary or confidential information, and the Idaho Trade Secrets Act, Idaho Code section 48-801 et seq., protects information that derives independent economic value from not being generally known and is the subject of reasonable efforts to maintain its secrecy. ### Permitted Disclosures and Protected Conduct Nothing in this agreement prohibits Employee from: (a) reporting possible violations of law to any government agency, including the Securities and Exchange Commission, the Equal Employment Opportunity Commission, the Occupational Safety and Health Administration, or any other federal, state, or local agency; (b) making disclosures protected under whistleblower provisions of any law; (c) discussing wages, hours, or other terms and conditions of employment as protected by the National Labor Relations Act and other applicable law; (d) testifying truthfully in legal proceedings; or (e) filing a sealed complaint in court using Confidential Information without liability. Pursuant to the Defend Trade Secrets Act (18 U.S.C. § 1833(b)), Employee may not be held criminally or civilly liable for disclosing a trade secret in confidence to a government official or attorney solely for the purpose of reporting or investigating a suspected violation of law, or in a sealed court filing. ### Return, Deletion, and Certification of Company Property Upon termination of employment, Employee must promptly return to Employer all documents, devices, files, credentials, and other materials containing or relating to Confidential Information. Where permitted, Employee must permanently delete electronic copies of Confidential Information from personal devices and accounts. Employee must certify compliance with this section in writing upon Employer's request. A contemporaneous, signed certification also supports Employer's trade-secret protections by evidencing what Employee returned and Employer's reasonable efforts to maintain secrecy. ### Non-Solicitation of Employees During the Restricted Period, Employee must not Solicit, recruit, hire, or attempt to hire any Covered Employee. This restriction does not prohibit Employee from providing a professional reference upon request or from hiring a person who responds to a general advertisement not directed specifically at Employer's employees. No Idaho statute or appellate decision addresses covenants not to solicit a former employer's employees, so this covenant is drawn narrowly — limited to Covered Employees and to affirmative recruiting conduct — rather than as a workforce-wide hiring ban. ### Non-Solicitation of Customers, Vendors, Referral Sources, and Business Partners During the Restricted Period, Employee must not Solicit the business of any Covered Customer. Consistent with Insure Idaho, LLC v. Horn, this covenant restrains only affirmative solicitation — an overt act by Employee seeking the Covered Customer's business — and does not restrain Employee's mere acceptance of business a Covered Customer initiates or ordinary communication between Employee and a Covered Customer. This covenant protects Employer's legitimate business interest in its relationships with specific customers, customer contacts, referral sources, vendors, and business partners under Idaho Code section 44-2702. ### No Business with Covered Customers During the Restricted Period, Employee must not accept, service, or do business with any Covered Customer, regardless of whether Employee or the Covered Customer first initiated contact. This restriction is broader than non-solicitation because it applies even when the Covered Customer approaches Employee — precisely the conduct the Supreme Court of Idaho held in Insure Idaho, LLC v. Horn is not solicitation. Idaho has not resolved whether such a no-dealing restraint enforces as written, is analyzed as a direct-competition restriction under Idaho Code chapter 44-27 (key-worker gate and eighteen-month cap included), or fails; this covenant is therefore off by default and, if included, is intended to be enforced only to the extent Idaho law permits. ### Non-Competition During the Restricted Period, Employee must not engage in employment or a line of business that is in direct competition with Employer's business, within the Restricted Territory, by engaging in, being employed by, consulting for, or having an active ownership interest in any Competitive Business. If any Specified Competitors are listed in Cover Terms, this restriction is limited to those Specified Competitors. This covenant is enforceable under Idaho Code section 44-2701 only against a key employee or key independent contractor and only to the extent it protects Employer's Protected Interests and is reasonable as to duration, geographic area, and type of employment or line of business, imposing no greater restraint than reasonably necessary. The Restricted Territory is drawn to the areas where Employee provided services or had a significant presence or influence, and the Competitive Business is drawn to the type of employment or line of business Employee conducted for Employer, so that the covenant qualifies for the Idaho Code section 44-2704(3) and (4) reasonableness presumptions. The Non-Competition Duration is intended to be eighteen months or less to qualify for the Idaho Code section 44-2704(2) duration presumption; any longer term is supported only by the additional consideration recited in this agreement, as Idaho Code section 44-2704(1) requires. Passive Public Holdings are permitted. ### Non-Investment During the Restricted Period, Employee must not acquire or hold any active ownership interest in, serve as a director, officer, manager, or advisor to, or have material economic participation in any Competitive Business. This restriction primarily targets active or material ownership in private competitors. Passive Public Holdings are permitted. Because this covenant restrains active roles at and material participation in a Competitive Business, an Idaho court may treat it as a covenant not to compete under Idaho Code chapter 44-27; it therefore applies only to a key employee or key independent contractor, is limited to the restraint reasonably necessary to protect Employer's Protected Interests, and shares the eighteen-month planning cap and duration presumption that govern the non-compete in this agreement. ### Non-Disparagement During the Restricted Period specified in Cover Terms for Non-Disparagement, Employee must not make statements that are intended to or reasonably likely to disparage Employer, its officers, directors, employees, products, or services. This section does not restrict Employee from making truthful statements in legal proceedings, providing truthful testimony, making disclosures to government agencies, or exercising rights protected by law, including protected concerted activity under the National Labor Relations Act. ### Healthcare Provider and Patient Access Where Employee is a healthcare provider, the parties acknowledge that Idaho does not treat a provider covenant like an ordinary commercial restraint: Employer's interest in the patients Employee served is limited by those patients' interests in continuity of care and in access to the health care provider of their choice, and a covenant that is otherwise reasonable can still be denied injunctive enforcement where enforcement would seriously impair the welfare of the public in the affected community. On Employee's departure, the parties will cooperate in good faith on patient notification, continuity of care, and the orderly handling of patient relationships and records consistent with applicable law and professional obligations. Nothing in this section enlarges any restraint beyond what Idaho Code sections 44-2701 through 44-2704 permit. ### No Conflicting Obligations Employee represents that performing duties for Employer and complying with this agreement does not conflict with any prior agreement, court order, or legal obligation binding on Employee. Because Idaho enforces reasonable covenants against key workers, Employee must promptly disclose to Employer any live restraint from a prior engagement and any potential conflict that arises during employment. ### Notice to Future Employers and Other Third Parties Employer may disclose the existence and terms of this agreement to any prospective employer or business associate of Employee if Employer has a reasonable belief that Employee may breach this agreement. Employee consents to this disclosure. Employer acknowledges that a warning built on a covenant that fails the key-worker gate or overshoots the eighteen-month cap may expose Employer to a tortious-interference claim, and undertakes to make any such disclosure only as to a covenant Employer has vetted against the Idaho statutory gates. ### Tolling During Breach If Employee breaches any restrictive covenant in this agreement, the Restricted Period for that covenant is extended by one day for each day of the breach, so that the full duration of the restriction runs from the date the breach ends. The parties acknowledge that Idaho has not by statute or appellate decision blessed tolling of a restrictive covenant, and that an extension pushing the effective direct-competition restraint past eighteen months may lose the Idaho Code section 44-2704(2) duration presumption and trigger the section 44-2704(1) requirement of consideration beyond employment; this section is intended to operate only to the extent Idaho law permits. ### Remedies Employee acknowledges that a breach of this agreement may cause Employer irreparable harm for which money damages would be inadequate. Employer may seek injunctive or other equitable relief in addition to any other remedies available at law, subject to the court's weighing of the public interest before enjoining Employee. Independent of any covenant, the Idaho Trade Secrets Act authorizes an injunction against actual or threatened misappropriation of a trade secret under Idaho Code section 48-802. Unless the agreement otherwise provides, each party bears its own attorney fees and costs under the American Rule; any fee-shifting the parties adopt is intended to be mutual and prevailing-party based. ### Reformation and Severability The parties acknowledge that, under Idaho Code section 44-2703, if any restrictive covenant in this agreement is found unreasonable in any respect, a court shall limit or modify the covenant as necessary to reflect the parties' intent and render it reasonable, and shall specifically enforce the covenant as limited or modified. This modification duty is statutory and does not depend on any savings clause; the parties nonetheless request that any overbroad restraint be limited or modified and enforced rather than voided. The parties intend each restrictive covenant to give the court complete, severable terms — duration, geography, work scope, and the Protected Interest each covenant serves — that a court can narrow simply and accurately, because Idaho courts blue-pencil only when it can be done simply and accurately and will not substantially rewrite the contract. If any provision of this agreement is found unenforceable and cannot be so modified, the remaining provisions remain in full force and effect, and each restrictive covenant is intended to be independently enforceable. ### Survival and Expiration of Each Covenant Each restrictive covenant in this agreement survives the termination of Employee's employment for the Restricted Period specified in Cover Terms, so that each duration remains independently checkable. Obligations under the Confidential Information and Trade Secret Protection section survive to the extent they relate to trade secrets, for as long as the information remains a trade secret. All other provisions survive to the extent necessary to enforce rights that arose during employment. The eighteen-month limit attaches to the direct-competition restraint specifically, and no bundled survival term is intended to extend that restraint beyond what Idaho Code section 44-2704 permits. ### Assignment and Successors Employee may not assign this agreement or any rights or obligations under it. Employer may assign this agreement to any affiliate, successor, or acquirer of all or substantially all of Employer's business or assets. The parties acknowledge that the key-worker analysis turns on what this Employer invested in this Employee, so a successor enforcing an assigned covenant inherits the same threshold showing. This agreement is binding on and inures to the benefit of the parties and their respective heirs, successors, and permitted assigns. ### Governing Law, Venue, and Dispute Process This agreement is governed by the law of the Governing Law state listed in Cover Terms. For an Idaho worker, the parties acknowledge that Idaho Code section 29-110(1) makes void, as against Idaho public policy, every stipulation that restricts a party from enforcing contract rights in Idaho tribunals, and the Supreme Court of Idaho has treated that policy as strong enough to invalidate forum-selection clauses; the section's arbitration carve-out does not protect out-of-state arbitration. Accordingly, nothing in this agreement requires Employee to litigate or arbitrate outside Idaho or otherwise restricts Employee from enforcing contract rights in Idaho tribunals, and any such stipulation is void. Disputes will be resolved in the courts of the State of Idaho, subject to non-waivable rights under applicable law. ### Entire Agreement, Amendment, Waiver, and Electronic Signatures This agreement constitutes the entire agreement between the parties regarding its subject matter and supersedes all prior agreements, understandings, and negotiations on this subject, except that it does not supersede any separate confidentiality, invention-assignment, or trade-secret agreement the parties intend to keep in force. This agreement may be amended only in writing signed by both parties; an amendment that would extend the direct-competition restriction past eighteen months requires consideration in addition to continued employment. A party's failure to enforce any provision does not waive that party's right to enforce it later. This agreement may be executed in counterparts, including by electronic signature, each of which is an original. ## Signatures By signing this agreement, each party acknowledges and agrees to the restrictive covenant obligations above. Employee confirms having read and understood each provision, including the Cover Terms. Employer: [Legal name of the employer] Signature: _______________ Signatory Name: [Full name of the authorized signatory signing for the employer] Title: [Title of the authorized signatory signing for the employer] Date: _______________ **Employee** Signature: _______________ Print Name: [Full legal name of the employee] Date: _______________