open-agreements 0.7.5 → 0.7.7

package/skills/non-compete-contract-explainer/content/montana.md

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+---
+jurisdiction: "Montana"
+slug: montana
+countryCode: US
+snapshotAsOf: "2026-06-08"
+lastReviewed: "2026-06-02"
+canonicalUrl: https://openagreements.org/legal/non-compete/montana
+license: CC BY 4.0
+stale: false
+---
+
+> [!IMPORTANT]
+> **Informational only — not legal advice.** This is a snapshot of an OpenAgreements practice note,
+> provided for general information. It is not legal advice, does not create an attorney-client
+> relationship, and is not a substitute for a licensed attorney in the relevant jurisdiction.
+> Laws change; verify against the canonical version before relying on it.
+>
+> **Canonical:** https://openagreements.org/legal/non-compete/montana · **Snapshot as of:** 2026-06-08 · License: CC BY 4.0 · © UseJunior
+
+# Non-Competes in Montana[^about]
+
+Montana starts from § 28-2-703's restraint-of-trade rule, but the Dobbins partial-restraint rule of reason leaves narrow covenants enforceable, while § 28-2-724 now bans many health-care provider non-competes in 2025 and 2026.
+
+
+## At a glance
+
+| Question | Montana |
+| --- | --- |
+| **Are non-competes enforceable?** | Allowed if reasonable |
+| **Bottom line** | Montana's restraint-of-trade statute voids absolute restraints, but reasonable partial restraints survive under the Dobbins rule of reason, and covered health-care provider non-competes are now banned. |
+| **Main law or case** | Mont. Code Ann. § 28-2-703 (Dobbins, DeGuire & Tucker, P.C. v. Rutherford, 708 P.2d 577 (Mont. 1985)) |
+| **Main exceptions** | Health-care provider ban (§ 28-2-724, HB 198/HB 620, all physicians Jan 1, 2026); sale-of-goodwill (§ 28-2-704); partnership dissolution (§ 28-2-705); employer-initiated termination usually defeats enforcement (Wrigg) |
+| **Can a court narrow it?** | No |
+| **Applies to contractors?** | Unclear |
+| **Restriction extended during a breach?** | Not addressed |
+| **Maximum length set by law** | No general statutory limit |
+
+## Are employee non-compete agreements enforceable in Montana? {#employee-noncompetes}
+
+**Short answer.** Sometimes. Montana Code § 28-2-703 makes restraints on a lawful profession, trade, or business void, but Montana is not a California-style total-ban state because *Dobbins* preserves reasonable partial restraints [^montana-restraint-baseline][^dobbins-partial-restraint].
+
+The key distinction is absolute versus partial restraint. A covenant that effectively blocks the worker from practicing a trade is in serious danger. A covenant that leaves the worker free to practice, but regulates a limited client, territory, time, or fee consequence, can be tested under Montana's reasonableness framework.
+
+That means the first drafting question is not simply whether the agreement is called a non-compete. It is whether the clause actually restrains work, whether it is absolute or partial, and whether the employer can prove the *Dobbins* elements.
+
+> [!NOTE]
+> **Practice note.**
+>
+> Do not summarize Montana as a blanket-ban jurisdiction. The statute is broad, but *Dobbins* and later cases treat partial restraints differently from absolute restraints [^montana-restraint-baseline][^dobbins-partial-restraint].
+
+## What is the Dobbins test for Montana non-competes? {#dobbins-test}
+
+**Short answer.** For a partial restraint, Montana asks whether the covenant is limited as to time or place, supported by good consideration, and reasonably protects the employer without imposing an unreasonable burden on the employee or the public [^dobbins-three-part-test].
+
+The first element is phrased as time *or* place, not necessarily both. That still does not make open-ended drafting safe. The third element requires balancing, so a covenant that technically has a time or territory limit can still fail if the employer's protection is disproportionate to the worker or public burden.
+
+*Alborn* later applied the same framework to a shareholder accounting-firm covenant, explaining that partial restraints require a reasonableness determination rather than automatic invalidation [^alborn-dobbins-partial].
+
+## Is continued employment enough consideration for a Montana non-compete signed after hire? {#consideration-after-hire}
+
+**Short answer.** Usually no for an at-will employee. *Access Organics* held that simple continued employment did not supply good consideration for a non-compete signed more than four months after hiring [^access-continued-employment].
+
+Montana treats post-hire covenants as afterthought agreements. They are not automatically invalid, but the employer needs independent consideration, such as a raise, promotion, access to trade secrets, or another real benefit tied to the new restriction [^access-independent-consideration].
+
+The practical rule is timing-sensitive. A covenant presented as part of pre-employment negotiations can use the job offer as the exchange. A covenant presented later needs a new exchange, and past raises or prior employment are not enough.
+
+> [!CAUTION]
+> **Drafting note.**
+>
+> For an existing Montana employee, do not rely on continued at-will employment alone. Tie the covenant to new consideration and document the exchange at the time the covenant is signed [^access-continued-employment][^access-independent-consideration].
+
+## Can a Montana employer enforce a non-compete after terminating the employee without cause? {#termination-without-cause}
+
+**Short answer.** Generally no. *Wrigg* held that an employer normally lacks a legitimate business interest in enforcing a covenant when the employer chooses to end the employment relationship [^wrigg-employer-termination].
+
+The reason is practical and equitable. If the employer could avoid competition by keeping the worker employed, then firing the worker and still blocking the worker's livelihood looks like ordinary competition prevention rather than legitimate protection.
+
+*Wrigg* leaves room for a different result when the employee's conduct gives the employer a real protective interest. Trade-secret misuse, customer-relationship misuse, or proprietary-information misuse can change the analysis, but the employer must prove the risk [^wrigg-misconduct-exception][^wrigg-trade-secret-analysis].
+
+> [!NOTE]
+> **Practice note.**
+>
+> Before sending an enforcement letter after a layoff, nonrenewal, or termination without cause, identify a Montana-specific legitimate interest beyond ordinary competition. *Wrigg* makes employer-initiated separation a major enforcement problem [^wrigg-employer-termination].
+
+## Are fee-for-service and customer-fee clauses enforceable in Montana? {#customer-fee-restraints}
+
+**Short answer.** They can be. Montana courts have treated customer-linked fee provisions as partial restraints when the worker remains free to compete and serve the customer, subject to a contract payment [^alborn-partial-customer-fee][^jccs-client-payment].
+
+The accounting-firm cases are the strongest pattern. In the 2016 *Alborn* appeal, the Montana Supreme Court held that a fee provision requiring payment for servicing former firm clients was not an absolute prohibition. In the 2020 appeal, the court affirmed a $2,353,463.27 judgment tied to that fee structure and recognized the employer's protectable interest in its client base [^jccs-legitimate-client-base][^jccs-damages-amount].
+
+This does not make all customer restrictions safe. The covenant still needs time or place limits, good consideration, and a reasonable burden. But Montana's leading cases show that fee-for-service provisions are often a better fit than a no-work ban.
+
+A pure customer non-solicitation clause is different from the fee-for-service provisions these cases enforced. Because § 28-2-703 voids contracts restraining a business of any kind, a customer or employee non-solicit is best treated as a restraint on trade tested under the same *Dobbins* partial-restraint analysis, but no Montana Supreme Court decision squarely fixes the permissible duration or scope of a stand-alone non-solicit [^q5-montana-restraint-baseline].
+
+## What kinds of non-compete restraints are void in Montana? {#absolute-restraints}
+
+**Short answer.** Absolute restraints are void. A covenant that leaves the worker with no realistic way to practice the trade in the relevant market is likely an unlawful restraint under § 28-2-703 [^curl-unreasonable-restraint][^mungas-absolute-prohibition].
+
+*Montana Mountain Products v. Curl* is the practical warning case. The worker's local trade depended on working for a subcontractor of Montana Silversmiths, and the covenant prohibited exactly that. The court held the covenant unreasonable and void.
+
+*Mungas* shows a related sale-of-goodwill boundary. A covenant does not fit the goodwill exception merely because a partnership document says so. The court looked for an actual sale of property for pecuniary consideration and held that the goodwill exception did not apply where no sale occurred [^mungas-no-goodwill-sale].
+
+> [!CAUTION]
+> **Drafting note.**
+>
+> Montana's partial-restraint cases are not permission to draft a broad no-work clause. If the restraint functions as an absolute prohibition in the worker's actual market, *Curl* and *Mungas* point toward invalidity [^curl-unreasonable-restraint][^mungas-absolute-prohibition].
+
+## What are the sale-of-business and partnership exceptions in Montana? {#sale-partnership-exceptions}
+
+**Short answer.** Montana has two classic statutory exceptions: sale of business goodwill under § 28-2-704 and dissolution of partnership under § 28-2-705 [^montana-goodwill-sale][^montana-partnership-dissolution].
+
+The sale-of-goodwill exception lets a seller agree with the buyer not to carry on a similar business in specified areas while the buyer or successor carries on a like business there. The geographic menu is statutory: the principal-office city or county, adjacent cities or counties, or a combination of those areas [^montana-goodwill-areas].
+
+The partnership exception is narrower and tracks the same geographic areas. It applies when partners dissolve the partnership and agree that one or more partners may not carry on a similar business within the § 28-2-704 territory.
+
+## What special non-compete rules apply to Montana health-care providers? {#health-care-providers}
+
+**Short answer.** Section 28-2-724 bars covered health-care provider contracts from restricting post-relationship practice, services, patient treatment, patient relationships, or patient solicitation, subject to a narrow sale-of-practice exception and a physician-only decreasing-repayment exception [^montana-healthcare-practice-ban][^montana-healthcare-covered-providers][^montana-healthcare-exceptions].
+
+The current consolidated statute covers physicians, psychologists, naturopathic physicians, social workers, professional counselors, addiction counselors, marriage and family therapists, behavioral health peer support specialists, registered professional nurses, advanced practice registered nurses, and physician assistants.
+
+The 2025 amendments matter for timing. HB 198 added naturopathic physicians, RNs, APRNs, and PAs and took effect on passage and approval, applying to contracts made or renewed on or after its effective date [^hb198-effective]. HB 620 added all physicians licensed under Title 37, chapter 3 on a delayed effective date of January 1, 2026, applying to contracts made or renewed on or after that date [^hb620-effective]. The practical takeaway is that the covered-provider analysis turns on when the contract was made or renewed, not only on when the dispute arises [^hb198-effective][^hb620-effective].
+
+> [!CAUTION]
+> **Drafting note.**
+>
+> For covered providers, do not try to convert a non-compete into a patient non-solicit. Section 28-2-724 reaches both practice restrictions and restrictions on treating, advising, consulting with, establishing relationships with, or soliciting covered patients [^montana-healthcare-practice-ban].
+
+## What trade-secret and severance alternatives remain in Montana? {#trade-secrets-severance}
+
+**Short answer.** Montana employers should usually protect confidential information through the Montana Uniform Trade Secrets Act and narrow confidentiality covenants, while treating severance as a limited fallback rather than a reliable cure for overbroad non-competes [^mutsa-short-title][^mutsa-injunction][^montana-partial-void].
+
+MUTSA defines trade secrets as information or software that has independent economic value from not being generally known or readily ascertainable and is subject to reasonable secrecy efforts [^mutsa-trade-secret-definition]. It also authorizes injunctions for actual or threatened misappropriation, with limited royalty and affirmative-act remedies in appropriate cases [^mutsa-injunction].
+
+Section 28-2-604 gives Montana courts a partial-void rule when a contract has distinct lawful and unlawful objects. But restrictive covenants are strictly construed, and cases like *Curl* void overbroad restraints rather than rewriting them into better covenants. Treat severability as a cleanup rule for distinct promises, not a drafting strategy for an aggressive non-compete.
+
+> [!CAUTION]
+> **Drafting note.**
+>
+> Do not assume Montana will rewrite an overbroad covenant into a narrower one. Draft separate confidentiality, trade-secret, customer, repayment, and competition provisions so lawful objects can stand on their own if a restraint fails [^montana-partial-void][^curl-void-covenant].
+
+[^about]: By Steven Obiajulu, J.D. Published by [openagreements.org](https://openagreements.org) · Maintained by [UseJunior](https://usejunior.com). Last reviewed 2026-06-02. License: CC BY 4.0. Steven Obiajulu, J.D. is admitted in New York, not Montana. This article synthesizes Montana primary law and is not legal advice from a Montana-admitted attorney. This article is for informational purposes only and does not create an attorney-client relationship.
+
+[^montana-restraint-baseline]: **Mont. Code Ann. § 28-2-703** — "28-2-703. Contracts in restraint of trade generally void. Any contract by which anyone is restrained from exercising a lawful profession, trade, or business of any kind, otherwise than is provided for by 28-2-704 or 28-2-705, is to that extent void." *Mont. Code Ann. § 28-2-703.* <https://mca.legmt.gov/bills/mca/title_0280/chapter_0020/part_0070/section_0030/0280-0020-0070-0030.html>
+
+[^dobbins-partial-restraint]: **Dobbins, DeGuire & Tucker, P.C. v. Rutherford, MacDonald & Olson** — "We hold that the written contract provisions do not constitute a restraint prohibited by Section 28-2-703, MCA." *Dobbins, DeGuire & Tucker, P.C. v. Rutherford, MacDonald & Olson, 218 Mont. 392, 708 P.2d 577 (1985).* <https://www.courtlistener.com/opinion/1183224/dobbins-deguire-tucker-pc-v-rutherford-macdonald-olson/#:~:text=We%20hold%20that%20the%20written,prohibited%20by%20Section%2028%2D2%2D703%2C%20MCA.>
+
+[^dobbins-three-part-test]: **Dobbins, DeGuire & Tucker, P.C. v. Rutherford, MacDonald & Olson** — "‘(1) the covenant should be limited in operation either as to time or place; (2) the covenant should be based on some good consideration; and (3) the covenant should afford a reasonable protection for and not impose an unreasonable burden upon the employer, the employee or the public.’" *Dobbins, DeGuire & Tucker, P.C. v. Rutherford, MacDonald & Olson, 218 Mont. 392, 708 P.2d 577 (1985).* <https://www.courtlistener.com/opinion/1183224/dobbins-deguire-tucker-pc-v-rutherford-macdonald-olson/#:~:text=%E2%80%9C(1)%20the%20covenant%20should%20be,the%20employee%20or%20the%20public.%E2%80%9D>
+
+[^alborn-dobbins-partial]: **Junkermier, Clark, Campanella, Stevens, P.C. v. Alborn, Uithoven, Riekenberg, P.C.** — "Because the Covenant is not an absolute prohibition, it cannot be declared invalid as a matter of law." *Junkermier, Clark, Campanella, Stevens, P.C. v. Alborn, Uithoven, Riekenberg, P.C., 2016 MT 218, 384 Mont. 464, 380 P.3d 747.* <https://www.courtlistener.com/opinion/4254366/junkermier-clark-campanella-stevens-pc-v-alborn-uithoven/#:~:text=Because%20the%20Covenant%20is%20not,as%20a%20matter%20of%20law.>
+
+[^access-continued-employment]: **Access Organics, Inc. v. Hernandez** — "In such circumstances, the simple fact of the employee’s continued employment may not serve as sufficient consideration." *Access Organics, Inc. v. Hernandez, 2008 MT 4, 341 Mont. 73, 175 P.3d 899.* <https://www.courtlistener.com/opinion/888657/access-organics-inc-v-hernandez/#:~:text=In%20such%20circumstances%2C%20the%20simple,not%20serve%20as%20sufficient%20consideration.>
+
+[^access-independent-consideration]: **Access Organics, Inc. v. Hernandez** — "Non-compete agreements entered into by existing employees may be supported by independent consideration." *Access Organics, Inc. v. Hernandez, 2008 MT 4, 341 Mont. 73, 175 P.3d 899.* <https://www.courtlistener.com/opinion/888657/access-organics-inc-v-hernandez/#:~:text=Non%2Dcompete%20agreements%20entered%20into%20by,be%20supported%20by%20independent%20consideration.>
+
+[^wrigg-employer-termination]: **Wrigg v. Junkermier, Clark, Campanella, Stevens, P.C.** — "This disfavor only heightens when an employer chooses to end the employment relationship and yet seeks to enforce the covenant not to compete." *Wrigg v. Junkermier, Clark, Campanella, Stevens, P.C., 2011 MT 290, 362 Mont. 496, 265 P.3d 646.* <https://www.courtlistener.com/opinion/889623/wrigg-v-junkermier-clark-campanella-stevens-pc/#:~:text=This%20disfavor%20only%20heightens%20when,the%20covenant%20not%20to%20compete.>
+
+[^wrigg-misconduct-exception]: **Wrigg v. Junkermier, Clark, Campanella, Stevens, P.C.** — "A court should analyze whether the former employee used trade secrets, customer relationships, or proprietary information that would provide an employee with an unfair advantage." *Wrigg v. Junkermier, Clark, Campanella, Stevens, P.C., 2011 MT 290, 362 Mont. 496, 265 P.3d 646.* <https://www.courtlistener.com/opinion/889623/wrigg-v-junkermier-clark-campanella-stevens-pc/#:~:text=A%20court%20should%20analyze%20whether,employee%20with%20an%20unfair%20advantage.>
+
+[^wrigg-trade-secret-analysis]: **Wrigg v. Junkermier, Clark, Campanella, Stevens, P.C.** — "JCCS never alleges that Wrigg acquired any JCCS trade secrets or intimate knowledge regarding any special accounting needs of JCCS’s clients." *Wrigg v. Junkermier, Clark, Campanella, Stevens, P.C., 2011 MT 290, 362 Mont. 496, 265 P.3d 646.* <https://www.courtlistener.com/opinion/889623/wrigg-v-junkermier-clark-campanella-stevens-pc/#:~:text=JCCS%20never%20alleges%20that%20Wrigg,accounting%20needs%20of%20JCCS%E2%80%99s%20clients.>
+
+[^alborn-partial-customer-fee]: **Junkermier, Clark, Campanella, Stevens, P.C. v. Alborn, Uithoven, Riekenberg, P.C.** — "Rather, the Covenant requires Former Shareholders to pay liquidated damages if they provide services to a Junkermier client within one year of their departure from the firm." *Junkermier, Clark, Campanella, Stevens, P.C. v. Alborn, Uithoven, Riekenberg, P.C., 2016 MT 218, 384 Mont. 464, 380 P.3d 747.* <https://www.courtlistener.com/opinion/4254366/junkermier-clark-campanella-stevens-pc-v-alborn-uithoven/#:~:text=Rather%2C%20the%20Covenant%20requires%20Former,their%20departure%20from%20the%20firm.>
+
+[^jccs-client-payment]: **Junkermier, Clark, Campanella, Stevens, P.C. v. Alborn** — "After conducting a bench trial, the District Court determined JCCS had proven the Covenant was reasonable based on the Dobbins factors." *Junkermier, Clark, Campanella, Stevens, P.C. v. Alborn, 2020 MT 179.* <https://www.courtlistener.com/opinion/4767942/jccs-v-alborn/#:~:text=After%20conducting%20a%20bench%20trial%2C,based%20on%20the%20Dobbins%20factors.>
+
+[^jccs-legitimate-client-base]: **Junkermier, Clark, Campanella, Stevens, P.C. v. Alborn** — "We conclude the District Court did not err by finding JCCS had a legitimate business interest in the Covenant of protecting its client base." *Junkermier, Clark, Campanella, Stevens, P.C. v. Alborn, 2020 MT 179.* <https://www.courtlistener.com/opinion/4767942/jccs-v-alborn/#:~:text=We%20conclude%20the%20District%20Court,of%20protecting%20its%20client%20base.>
+
+[^jccs-damages-amount]: **Junkermier, Clark, Campanella, Stevens, P.C. v. Alborn** — "Appellants owed JCCS $2,353,463.27." *Junkermier, Clark, Campanella, Stevens, P.C. v. Alborn, 2020 MT 179.* <https://www.courtlistener.com/opinion/4767942/jccs-v-alborn/#:~:text=Appellants%20owed%20JCCS%20%242%2C353%2C463.27.>
+
+[^q5-montana-restraint-baseline]: **Mont. Code Ann. § 28-2-703** — "28-2-703. Contracts in restraint of trade generally void. Any contract by which anyone is restrained from exercising a lawful profession, trade, or business of any kind, otherwise than is provided for by 28-2-704 or 28-2-705, is to that extent void." *Mont. Code Ann. § 28-2-703.* <https://mca.legmt.gov/bills/mca/title_0280/chapter_0020/part_0070/section_0030/0280-0020-0070-0030.html>
+
+[^curl-unreasonable-restraint]: **Montana Mountain Products v. Curl** — "Because the covenant prohibits Curl from engaging in her profession, we conclude that it is unreasonable and therefore an unlawful restraint on trade." *Mont. Mountain Prods. v. Curl, 2005 MT 102, 327 Mont. 7, 112 P.3d 979.* <https://www.courtlistener.com/opinion/887309/montana-mountain-products-v-curl/#:~:text=Because%20the%20covenant%20prohibits%20Curl,an%20unlawful%20restraint%20on%20trade.>
+
+[^mungas-absolute-prohibition]: **Mungas v. Great Falls Clinic, LLP** — "The Dobbins Court concluded that in those instances where a contract contains a restraint on a person’s ability to practice their profession, but such restraint is not an absolute prohibition, a factual determination must be made as to whether the covenant not to compete is reasonable." *Mungas v. Great Falls Clinic, LLP, 2009 MT 426, 354 Mont. 50, 221 P.3d 1230.* <https://www.courtlistener.com/opinion/888694/mungas-v-great-falls-clinic-llp/#:~:text=The%20Dobbins%20Court%20concluded%20that,not%20to%20compete%20is%20reasonable.>
+
+[^mungas-no-goodwill-sale]: **Mungas v. Great Falls Clinic, LLP** — "Section 28-2-704(1), MCA, the sale of goodwill exception to the prohibition on contracts in restraint of trade, does not apply to the partnership agreements at issue in this case." *Mungas v. Great Falls Clinic, LLP, 2009 MT 426, 354 Mont. 50, 221 P.3d 1230.* <https://www.courtlistener.com/opinion/888694/mungas-v-great-falls-clinic-llp/#:~:text=Section%2028%2D2%2D704(1)%2C%20MCA%2C%20the%20sale,at%20issue%20in%20this%20case.>
+
+[^montana-goodwill-sale]: **Mont. Code Ann. § 28-2-704** — "28-2-704. Exception -- sale of goodwill of business. (1) A person who sells the goodwill of a business may agree with the buyer to refrain from carrying on a similar business within the areas provided in subsection (2) so long as the buyer or any person deriving title to the goodwill from the buyer carries on a like business in the described areas." *Mont. Code Ann. § 28-2-704.* <https://mca.legmt.gov/bills/mca/title_0280/chapter_0020/part_0070/section_0040/0280-0020-0070-0040.html>
+
+[^montana-partnership-dissolution]: **Mont. Code Ann. § 28-2-705** — "28-2-705. Exception -- dissolution of partnership. Partners may, upon dissolution of the partnership, agree that one or more of them may not carry on a similar business within the areas provided in 28-2-704(2)." *Mont. Code Ann. § 28-2-705.* <https://mca.legmt.gov/bills/mca/title_0280/chapter_0020/part_0070/section_0050/0280-0020-0070-0050.html>
+
+[^montana-goodwill-areas]: **Mont. Code Ann. § 28-2-704** — "(2) The agreement authorized in subsection (1) may apply in: (a) the city where the principal office of the business is located; (b) the county where the principal office of the business is located; (c) a city in any county adjacent to the county in which the principal office of the business is located; (d) any county adjacent to the county in which the principal office of the business is located; or (e) any combination of the areas in subsections (2)(a) through (2)(d)." *Mont. Code Ann. § 28-2-704(2)(e).* <https://mca.legmt.gov/bills/mca/title_0280/chapter_0020/part_0070/section_0040/0280-0020-0070-0040.html>
+
+[^montana-healthcare-practice-ban]: **Mont. Code Ann. § 28-2-724** — "(1) A contract that creates or establishes the terms of employment, a partnership, or any other form of professional relationship with a health care provider described in subsection (2) may not restrict the right of the health care provider, after the termination of the employment, partnership, or other form of professional relationship, to: (a) practice or provide services for which the provider is licensed, in any geographic area and for any period; (b) treat, advise, consult with, or establish a provider-patient relationship with any current patient of the employer or with a patient affiliated with a partnership or other form of professional relationship; or (c) solicit or seek to establish a provider-patient relationship with any current patient of the employer or with a patient affiliated with a partnership or other form of professional relationship." *Mont. Code Ann. § 28-2-724(1).* <https://mca.legmt.gov/bills/mca/title_0280/chapter_0020/part_0070/section_0240/0280-0020-0070-0240.html>
+
+[^montana-healthcare-covered-providers]: **Mont. Code Ann. § 28-2-724** — "(2) The requirements of subsection (1) apply to contracts or agreements involving the following health care providers: (a) a physician licensed under Title 37, chapter 3; (b) a psychologist licensed under Title 37, chapter 17; (c) a naturopathic physician licensed under Title 37, chapter 26; (d) a social worker licensed under Title 37, chapter 39; (e) a professional counselor licensed under Title 37, chapter 39; (f) an addiction counselor licensed under Title 37, chapter 39; (g) a marriage and family therapist licensed under Title 37, chapter 39; (h) a behavioral health peer support specialist licensed under Title 37, chapter 39; (i) a registered professional nurse or an advanced practice registered nurse licensed under Title 37, chapter 8; or (j) a physician assistant licensed under Title 37, chapter 20." *Mont. Code Ann. § 28-2-724(2).* <https://mca.legmt.gov/bills/mca/title_0280/chapter_0020/part_0070/section_0240/0280-0020-0070-0240.html>
+
+[^montana-healthcare-exceptions]: **Mont. Code Ann. § 28-2-724** — "(3) This section does not apply to a contract in connection with the sale and purchase of a practice or to a provision for repayment of all or a portion of money paid or advanced to a physician licensed under Title 37, chapter 3, that is subject to a payback provision that decreases over time, including but not limited to a bona fide loan, relocation cost, signing bonus, education expense, and tuition repayment expense." *Mont. Code Ann. § 28-2-724(3).* <https://mca.legmt.gov/bills/mca/title_0280/chapter_0020/part_0070/section_0240/0280-0020-0070-0240.html>
+
+[^hb198-effective]: **House Bill 198 (Ch. 131, L. 2025)** — "Applicability. [This act] applies to contracts made or renewed on or after [the effective date of this act]." *2025 Mont. Laws ch. 131 (HB 198), §§ 2-3.* <https://archive.legmt.gov/content/Sessions/69th/Contractor_index/CH0131.pdf>
+
+[^hb620-effective]: **House Bill 620 (Ch. 698, L. 2025)** — "Applicability. [This act] applies to contracts made or renewed on or after January 1, 2026." *2025 Mont. Laws ch. 698 (HB 620), §§ 2-3.* <https://archive.legmt.gov/content/Sessions/69th/Contractor_index/CH0698.pdf>
+
+[^mutsa-short-title]: **Mont. Code Ann. § 30-14-401** — "30-14-401. Short title. This part may be cited as the ‘Uniform Trade Secrets Act’." *Mont. Code Ann. § 30-14-401.* <https://mca.legmt.gov/bills/mca/title_0300/chapter_0140/part_0040/section_0010/0300-0140-0040-0010.html>
+
+[^mutsa-injunction]: **Mont. Code Ann. § 30-14-403** — "30-14-403. Injunctive relief -- royalty. (1) Actual or threatened misappropriation may be enjoined." *Mont. Code Ann. § 30-14-403(1).* <https://mca.legmt.gov/bills/mca/title_0300/chapter_0140/part_0040/section_0030/0300-0140-0040-0030.html>
+
+[^montana-partial-void]: **Mont. Code Ann. § 28-2-604** — "28-2-604. When contract partially void. Where a contract has several distinct objects of which one at least is lawful and one at least is unlawful, in whole or in part, the contract is void as to the latter and valid as to the rest." *Mont. Code Ann. § 28-2-604.* <https://mca.legmt.gov/bills/mca/title_0280/chapter_0020/part_0060/section_0040/0280-0020-0060-0040.html>
+
+[^mutsa-trade-secret-definition]: **Mont. Code Ann. § 30-14-402** — "(4) ‘Trade secret’ means information or computer software, 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." *Mont. Code Ann. § 30-14-402(4).* <https://mca.legmt.gov/bills/mca/title_0300/chapter_0140/part_0040/section_0020/0300-0140-0040-0020.html>
+
+[^curl-void-covenant]: **Montana Mountain Products v. Curl** — "However, because we conclude that the covenant is unreasonable, we nonetheless affirm the judgment of the District Court." *Mont. Mountain Prods. v. Curl, 2005 MT 102, 327 Mont. 7, 112 P.3d 979.* <https://www.courtlistener.com/opinion/887309/montana-mountain-products-v-curl/#:~:text=However%2C%20because%20we%20conclude%20that,judgment%20of%20the%20District%20Court.>

package/skills/non-compete-contract-explainer/content/nebraska.md

@@ -0,0 +1,206 @@
+---
+jurisdiction: "Nebraska"
+slug: nebraska
+countryCode: US
+snapshotAsOf: "2026-06-08"
+lastReviewed: "2026-06-02"
+canonicalUrl: https://openagreements.org/legal/non-compete/nebraska
+license: CC BY 4.0
+stale: false
+---
+
+> [!IMPORTANT]
+> **Informational only — not legal advice.** This is a snapshot of an OpenAgreements practice note,
+> provided for general information. It is not legal advice, does not create an attorney-client
+> relationship, and is not a substitute for a licensed attorney in the relevant jurisdiction.
+> Laws change; verify against the canonical version before relying on it.
+>
+> **Canonical:** https://openagreements.org/legal/non-compete/nebraska · **Snapshot as of:** 2026-06-08 · License: CC BY 4.0 · © UseJunior
+
+# Non-Competes in Nebraska[^about]
+
+Nebraska enforces only narrowly tailored, customer-specific covenants under a common-law reasonableness test, refuses to blue-pencil overbroad employment non-competes, and has no general statutory ban as of 2026.
+
+
+## At a glance
+
+| Question | Nebraska |
+| --- | --- |
+| **Are non-competes enforceable?** | Allowed if reasonable |
+| **Bottom line** | Nebraska enforces only narrowly tailored covenants limited to customers the employee personally served, refuses to rewrite overbroad ones, and has no general statutory ban as of 2026. |
+| **Main law or case** | common law (Securities Acceptance Corp. v. Brown, 106 N.W.2d 456 (Neb. 1960); Polly v. Ray D. Hilderman & Co., 407 N.W.2d 751 (Neb. 1987)) |
+| **Main exceptions** | Franchise non-competes reformable by statute (§ 87-404); sale-of-business more favorable; successor enforcement by merger |
+| **Can a court narrow it?** | No |
+| **Applies to contractors?** | Unclear |
+| **Restriction extended during a breach?** | Silent |
+| **Maximum length set by law** | No statutory limit |
+
+## Are employee non-compete agreements enforceable in Nebraska? {#employee-noncompetes}
+
+**Short answer.** Sometimes, but only if the covenant is narrow and reasonable. Nebraska has no general statutory ban as of June 2026, but Nebraska courts enforce employee restraints only when they protect a legitimate interest and do not go beyond what is reasonably necessary [^q1-brown-three-part-test].
+
+The practical rule is stricter than a generic reasonableness label suggests. Nebraska allows protection against unfair competition, such as siphoning customer goodwill, but not ordinary competition from a former employee. Broad bans on working in the same business, serving all company customers, or using general skills are high-risk.
+
+Nebraska also has statutory restraint-of-trade language in the background. The civil antitrust statute says contracts in restraint of trade or commerce are unlawful, and the older criminal statute declares covered restraints illegal [^q1-restraint-civil][^q1-restraint-criminal].
+
+## What is Nebraska's reasonableness test for non-competes? {#reasonableness-test}
+
+**Short answer.** Nebraska asks three questions: whether the restraint injures the public, whether it is no greater than reasonably necessary to protect a legitimate employer interest, and whether it is unduly harsh or oppressive to the employee [^q2-aon-reasonableness-test].
+
+That test is applied to the covenant as written. The employer's legitimate interest is usually customer goodwill, confidential information, or trade secrets. The employer is not entitled to stop ordinary competition just because the former worker became a stronger competitor through general experience.
+
+*Aon* shows the enforceable side of the line. The covenant there reached only customers with whom the employee had personal business dealings during the last two years, so the court treated it as focused on goodwill rather than ordinary competition [^q2-aon-focused-goodwill].
+
+## What customer restrictions work in Nebraska? {#customer-specific-rule}
+
+**Short answer.** The safest Nebraska customer covenant is limited to clients or accounts the employee actually served and had personal contact with. Limiting no-solicit or no-deal language to that customer set is a necessary condition under *Polly*, not a complete safe harbor — the covenant still must satisfy the general reasonableness test [^q3-polly-customer-rule].
+
+The key case is *Polly*. The employer had many accounts the employee never handled or even knew, so a covenant reaching those accounts was too broad. Nebraska's protectable interest is the goodwill the employee could unfairly take because of personal customer relationships, not every relationship the employer owns.
+
+*Sisk* applied the same rule in 2024. The court rejected a media-company non-solicit because it reached customers with whom the *company* had an actual or prospective relationship, instead of limiting the restraint to customers the employee actually did business with and personally contacted [^q3-sisk-prospective-clients].
+
+> [!CAUTION]
+> **Drafting note.**
+>
+> Do not include prospective customers in an ordinary Nebraska employee customer restriction. Even if the employee had personal contact, a covenant that reaches beyond customers the employee actually did business with risks being void in full [^q3-sisk-prospective-clients].
+
+## Are geographic employee non-competes valid in Nebraska? {#geographic-noncompetes}
+
+**Short answer.** Usually high-risk for ordinary employees. Nebraska employment covenants are safest when customer-specific, because a geographic or business-activity ban often blocks ordinary competition rather than protecting a defined goodwill interest [^q4-gaver-ordinary-competition].
+
+*Gaver* shows the risk. Applying the reasonableness test, the Nebraska Supreme Court struck a covenant it found aimed at ordinary competition rather than at protecting a legitimate interest such as customer goodwill. The lesson for drafting is to tie any restraint to a recognized protectable interest and keep it no broader than necessary, rather than relying on a radius or territory.
+
+Older cases sometimes enforced geographic language, and sale-of-business covenants are different. For current employment drafting, the conservative Nebraska approach is to avoid a radius or territory ban unless the covenant is truly ancillary to a sale or is otherwise tied to a very specific customer pool.
+
+> [!NOTE]
+> **Practice note.**
+>
+> A short radius is not a Nebraska safe harbor. If the practical effect is to stop the employee from using general skill in the market, the restraint still risks failing as ordinary competition [^q4-gaver-ordinary-competition].
+
+## Will Nebraska courts rewrite an overbroad non-compete? {#court-narrowing}
+
+**Short answer.** No, not for ordinary employment covenants. Nebraska rejects blue-pencil rewriting and generally enforces the covenant as written or not at all [^q5-waadah-blue-pencil].
+
+This is one of Nebraska's most important drafting rules. If the covenant reaches too far, the court does not trim the term, delete the bad customer category, or rewrite the geography to something reasonable. *Waadah* also confirms that when integrated restraints are not severable, one invalid part can make the whole non-compete agreement unenforceable [^q5-waadah-entire-covenant].
+
+> [!CAUTION]
+> **Drafting note.**
+>
+> Draft as if there is no rescue. Nebraska's franchise statute creates a separate exception, but that exception should not be carried into ordinary employment agreements [^q5-waadah-blue-pencil][^q5-waadah-entire-covenant].
+
+## How are sale-of-business non-competes treated in Nebraska? {#sale-of-business}
+
+**Short answer.** Sale-of-business covenants get more room than ordinary employee restraints, because the buyer is paying for goodwill and customer relationships. The covenant still must be reasonable in character, space, and time [^q6-chambers-goodwill-sale].
+
+*Chambers-Dobson* involved both a sale agreement and a later employment agreement. The sale covenant protected the purchased customer list and goodwill; the employment covenant was upheld separately because the employee acquired customer information and goodwill during employment and the restricted customer pools were limited. Either way, the restrained party could still compete broadly outside those specific customer pools.
+
+That distinction matters. A sale covenant can protect purchased goodwill; an employment covenant cannot be a disguised market ban merely because the employee knows the business.
+
+## Can a successor enforce a Nebraska non-compete after a merger? {#successor-merger}
+
+**Short answer.** Yes, when the merger statute governing the transaction transfers the covenant by operation of law. In *Aon*, applying a merger statute like Maryland's, the Nebraska Supreme Court held a successor could enforce a predecessor's covenant even without a separate assignment clause [^q7-aon-merger-successor].
+
+This rule is about merger law, not automatic enforcement of every assigned employee covenant. The surviving company still must prove the covenant is valid under Nebraska reasonableness rules. In *Aon*, that worked because the restriction was tied to customers the employee personally dealt with during the last two years [^q7-aon-valid-and-passed].
+
+## What is Nebraska's franchise non-compete exception? {#franchise-reformation}
+
+**Short answer.** Nebraska has a franchise-only statutory reformation rule. If a franchise non-compete is unreasonable, the court or arbitrator must reform it to a reasonable and enforceable scope [^q8-franchise-reformation].
+
+This is the lone statutory exception to the ordinary no-reformation rule covered in this note. It applies to franchise non-compete agreements and specified franchise-related parties, not to ordinary employer-employee covenants.
+
+> [!NOTE]
+> **Practice note.**
+>
+> Do not cite the franchise statute as a general Nebraska blue-pencil rule. It says what happens in franchise non-compete agreements; employment covenants remain governed by Nebraska's common-law all-or-nothing approach [^q8-franchise-reformation][^q8-waadah-no-general-reform].
+
+## Can another state's law save a Nebraska non-compete? {#choice-of-law}
+
+**Short answer.** Not reliably. Nebraska courts may apply Nebraska law when the services and competition are centered in Nebraska, especially if enforcing broader foreign law would undercut Nebraska public policy [^q9-mertz-nebraska-law-controls].
+
+*Mertz* did not involve an express choice-of-law clause, but it is still important for multistate drafting. The Nebraska Supreme Court applied Nebraska law to an Iowa employer's covenant because the employee worked only in Nebraska and the competition affected Nebraska. The court also emphasized Nebraska's public policy against overbroad postemployment restraints [^q9-mertz-public-policy].
+
+For a Nebraska worker, a foreign-law clause is therefore a risk variable, not a cure. The covenant should be drafted to satisfy Nebraska law if Nebraska is the likely place of work, customers, and enforcement.
+
+## Do trade secrets make a Nebraska non-compete enforceable? {#trade-secrets}
+
+**Short answer.** No. Nebraska's Trade Secrets Act gives a separate statutory claim for misappropriation and a narrow definition of what counts as a trade secret, but it does not state a non-compete safe harbor. A covenant still must satisfy Nebraska's reasonableness limits [^q10-trade-secrets-act][^q10-trade-secret-definition][^q10-brown-reasonableness].
+
+Trade-secret and confidentiality tools are often better targeted than a broad non-compete. But Nebraska's statutory definition is demanding: the information must derive independent economic value from not being known or ascertainable by proper means, and the owner must make reasonable secrecy efforts.
+
+Use trade-secret provisions for information risk, and use customer covenants only for the customer relationships Nebraska recognizes as protectable.
+
+## Does a Nebraska non-compete period toll during breach or litigation? {#tolling-extension}
+
+**Short answer.** Nebraska appellate case law is silent. No staged Nebraska appellate decision squarely addresses whether a court may toll a non-compete period during breach or litigation, or whether a contractual extension-on-breach clause is enforceable [^q11-brown-reasonableness].
+
+The conservative read is to treat tolling as another restraint that must be reasonable when the covenant is enforced as written. Nebraska requires the restraint to be no greater than reasonably necessary, and Nebraska refuses to reform overbroad covenants simply to make them enforceable [^q11-brown-reasonableness][^q11-waadah-no-reform].
+
+> [!NOTE]
+> **Practice note.**
+>
+> Do not describe Nebraska as having a tolling holding. An aggressive extension clause that lengthens the restraint during alleged breach or litigation could face the same all-or-nothing overbreadth problem as any other Nebraska covenant term [^q11-brown-reasonableness][^q11-waadah-no-reform].
+
+## What should a Nebraska non-compete drafting checklist include? {#drafting-checklist}
+
+**Short answer.** Start with the narrowest protectable interest: specific customers the employee personally served, a reasonable lookback, separate confidentiality and trade-secret terms, and no reliance on court rewriting [^q12-polly-customer-check][^q12-gaver-no-reform-check].
+
+For ordinary employees, avoid all-customer, prospective-customer, all-competitor, and broad geographic bans. Tie any no-solicit or no-deal restriction to customers the employee actually did business with and had personal contact with. Keep sale-of-business, franchise, merger, and trade-secret issues in separate drafting lanes.
+
+For modern media, technology, and sales roles, *Sisk* is the practical warning. Broad definitions of competitive work, including substantially similar products or services, can make even a short covenant too broad under Nebraska law [^q12-sisk-modern-warning].
+
+> [!CAUTION]
+> **Drafting note.**
+>
+> One overbroad term can be fatal. Nebraska drafting should be conservative at the front end because a court may not trim the covenant after the dispute starts [^q12-gaver-no-reform-check][^q12-sisk-modern-warning].
+
+[^about]: By Steven Obiajulu, J.D. Published by [openagreements.org](https://openagreements.org) · Maintained by [UseJunior](https://usejunior.com). Last reviewed 2026-06-02. License: CC BY 4.0. Steven Obiajulu, J.D. is admitted in New York, not Nebraska. This article synthesizes Nebraska primary law and is not legal advice from a Nebraska-admitted attorney. This article is for informational purposes only and does not create an attorney-client relationship.
+
+[^q1-brown-three-part-test]: **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).* <https://www.courtlistener.com/opinion/1948918/securities-acceptance-corporation-v-brown/#:~:text=There%20are%20three%20general%20requirements,and%20oppressive%20on%20the%20employee.>
+
+[^q1-restraint-civil]: **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.* <https://nebraskalegislature.gov/laws/statutes.php?statute=59-1603>
+
+[^q1-restraint-criminal]: **Neb. Rev. Stat. § 59-801** — "Every contract, combination in the form of trust or otherwise, or conspiracy in restraint of trade or commerce, within this state, is hereby declared to be illegal." *Neb. Rev. Stat. § 59-801.* <https://nebraskalegislature.gov/laws/statutes.php?statute=59-801>
+
+[^q2-aon-reasonableness-test]: **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).* <https://www.courtlistener.com/opinion/2139960/aon-consulting-v-midlands-financial/#:~:text=In%20determining%20whether%20a%20covenant,and%20oppressive%20on%20the%20employee.>
+
+[^q2-aon-focused-goodwill]: **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).* <https://www.courtlistener.com/opinion/2139960/aon-consulting-v-midlands-financial/#:~:text=The%20agreement%20was%20properly%20focused,Aon's%20goodwill%20with%20its%20customers.>
+
+[^q3-polly-customer-rule]: **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).* <https://www.courtlistener.com/opinion/1235956/polly-v-ray-d-hilderman-co/#:~:text=Such%20a%20covenant%20may%20be,business%20and%20has%20personal%20contact.>
+
+[^q3-sisk-prospective-clients]: **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).* <https://www.govinfo.gov/app/details/USCOURTS-ned-8_24-cv-00086>
+
+[^q4-gaver-ordinary-competition]: **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).* <https://www.courtlistener.com/opinion/2751413/gaver-v-schneiders-ok-tire-co/#:~:text=The%20noncompete%20agreement%20as%20written,Schneider%E2%80%99s%20arguments%20to%20the%20contrary.>
+
+[^q5-waadah-blue-pencil]: **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).* <https://www.courtlistener.com/opinion/2792825/unlimited-opportunity-v-waadah/#:~:text=We%20decline%20Jani%2DKing%E2%80%99s%20invitation%20to,of%20the%20blue%20pencil%20rule.>
+
+[^q5-waadah-entire-covenant]: **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).* <https://www.courtlistener.com/opinion/2792825/unlimited-opportunity-v-waadah/#:~:text=The%20district%20court%20was%20correct,if%20one%20portion%20is%20invalid.>
+
+[^q6-chambers-goodwill-sale]: **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).* <https://www.courtlistener.com/opinion/2189174/chambers-dobson-inc-v-squier/#:~:text=Thus%2C%20a%20covenant%20not%20to,full%20value%20of%20acquired%20goodwill.>
+
+[^q7-aon-merger-successor]: **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).* <https://www.courtlistener.com/opinion/2139960/aon-consulting-v-midlands-financial/#:~:text=We%20agree%20with%20those%20cases,agreement%20would%20otherwise%20be%20assignable.>
+
+[^q7-aon-valid-and-passed]: **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).* <https://www.courtlistener.com/opinion/2139960/aon-consulting-v-midlands-financial/#:~:text=For%20the%20reasons%20discussed%2C%20we,A%20%26%20A%20by%20merger.>
+
+[^q8-franchise-reformation]: **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).* <https://nebraskalegislature.gov/laws/statutes.php?statute=87-404>
+
+[^q8-waadah-no-general-reform]: **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).* <https://www.courtlistener.com/opinion/2792825/unlimited-opportunity-v-waadah/#:~:text=It%20is%20not%20the%20function,order%20to%20make%20it%20enforceable.>
+
+[^q9-mertz-nebraska-law-controls]: **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).* <https://www.courtlistener.com/opinion/1245316/mertz-v-pharmacists-mutual-insurance/#:~:text=Accordingly%2C%20Nebraska%20law%20should%20be,the%20validity%20of%20the%20covenant.>
+
+[^q9-mertz-public-policy]: **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).* <https://www.courtlistener.com/opinion/1245316/mertz-v-pharmacists-mutual-insurance/#:~:text=In%20Nebraska%2C%20this%20court%20has,against%20public%20policy%20and%20void.>
+
+[^q10-trade-secrets-act]: **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.* <https://nebraskalegislature.gov/laws/statutes.php?statute=87-501>
+
+[^q10-trade-secret-definition]: **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).* <https://nebraskalegislature.gov/laws/statutes.php?statute=87-502>
+
+[^q10-brown-reasonableness]: **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).* <https://www.courtlistener.com/opinion/1948918/securities-acceptance-corporation-v-brown/#:~:text=There%20are%20three%20general%20requirements,and%20oppressive%20on%20the%20employee.>
+
+[^q11-brown-reasonableness]: **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).* <https://www.courtlistener.com/opinion/1948918/securities-acceptance-corporation-v-brown/#:~:text=A%20contract%20in%20restraint%20of,against%20public%20policy%20and%20void.>
+
+[^q11-waadah-no-reform]: **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).* <https://www.courtlistener.com/opinion/2792825/unlimited-opportunity-v-waadah/#:~:text=It%20is%20not%20the%20function,order%20to%20make%20it%20enforceable.>
+
+[^q12-polly-customer-check]: **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).* <https://www.courtlistener.com/opinion/1235956/polly-v-ray-d-hilderman-co/#:~:text=Because%20the%20covenant%20not%20to,is%20thus%20unreasonable%20and%20unenforceable.>
+
+[^q12-gaver-no-reform-check]: **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).* <https://www.courtlistener.com/opinion/2751413/gaver-v-schneiders-ok-tire-co/#:~:text=We%20have%20determined%20above%20that,it%20to%20make%20it%20enforceable.>
+
+[^q12-sisk-modern-warning]: **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).* <https://www.govinfo.gov/app/details/USCOURTS-ned-8_24-cv-00086>