open-agreements 0.7.6 → 0.7.7

package/skills/non-compete-contract-explainer/content/american-samoa.md

@@ -0,0 +1,187 @@
+---
+jurisdiction: "American Samoa"
+slug: american-samoa
+countryCode: US
+snapshotAsOf: "2026-06-08"
+lastReviewed: "2026-06-03"
+canonicalUrl: https://openagreements.org/legal/non-compete/american-samoa
+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/american-samoa · **Snapshot as of:** 2026-06-08 · License: CC BY 4.0 · © UseJunior
+
+# Non-Competes in American Samoa[^about]
+
+American Samoa has no non-compete statute and no on-point case law; its High Court would gap-fill through the imported common law of A.S.C.A. § 1.0201 and the Restatement reasonableness test, while local public policy and a tiny island economy make aggressive covenants hard to enforce.
+
+
+## At a glance
+
+| Question | American Samoa |
+| --- | --- |
+| **Are non-competes enforceable?** | Unsettled |
+| **Bottom line** | No non-compete statute and no on-point case law; a court would likely apply the Restatement reasonableness test, with local public policy disfavoring broad restraints. |
+| **Main law or case** | A.S.C.A. § 1.0201 (imported common law); Restatement (Second) of Contracts § 188 |
+| **Can a court narrow it?** | Unsettled |
+| **Applies to contractors?** | Unclear |
+| **Restriction extended during a breach?** | Silent — no statute or case law |
+| **Maximum length set by law** | No statutory limit |
+
+## Are employee non-compete agreements enforceable in American Samoa? {#employee-noncompetes}
+
+**Short answer.** Probably sometimes, but the law is genuinely unsettled. American Samoa has no statute that governs employee non-competes and no High Court decision that has squarely enforced or struck one down. A covenant would be judged under the common law the High Court imports through A.S.C.A. § 1.0201 [^asca-1-0201], which in practice means the Restatement reasonableness framework.
+
+American Samoa is an unincorporated U.S. territory with no federal district court, so an employment-covenant dispute is decided in the first instance by the High Court of American Samoa applying territorial law. It is not a per se ban jurisdiction like California or North Dakota, and it has no statutory-reasonableness regime either. The starting point is the reception statute: A.S.C.A. § 1.0201 makes effective *so much of the common law of England as is suitable to conditions in American Samoa* [^asca-1-0201], and the High Court has long read that to import modern U.S. common law and the Restatements.
+
+For in-house counsel, the practical consequence is that almost every operating rule below is a *prediction* rather than a holding. There is no code section to cite and no controlling non-compete case, so a covenant that would survive comfortably in a blue-pencil state carries real first-impression risk here.
+
+## What test would the High Court of American Samoa apply to a non-compete? {#governing-test}
+
+**Short answer.** The High Court would most likely apply the reasonableness framework of the Restatement (Second) of Contracts § 188, imported through A.S.C.A. § 1.0201. It has said it should ordinarily follow the Restatement when it construes the common law [^tung-restatement], and that the common law of contracts applies in American Samoa unless a territorial statute or local conditions displace it [^ilalio-common-law].
+
+Two local decisions anchor that prediction. In *Tung v. Ah Sam*, the High Court adopted the Restatement as its default tool for defining the common law [^tung-restatement], and in *Development Bank of American Samoa v. Ilalio* it confirmed that imported contract doctrine governs ordinary contract disputes [^ilalio-common-law]. Restatement § 188 asks whether a restraint is greater than necessary to protect a legitimate interest and whether the employer's need is outweighed by hardship to the worker and injury to the public.
+
+"In defining the common law, and where not bound otherwise by prior decision of this Court, it is ordinarily appropriate that the Restatement of the Law be followed in order to more nearly effect uniformity of decision."[^tung-restatement]
+
+American Samoa is not hostile to restraints as a category. In *Lindgren v. Betham*, the High Court enforced a restrictive covenant in a lease and framed the governing principle as enforcement subject to an equity and public-policy override [^lindgren-covenant]. Translated to employment, an employer would have to show a genuine protectable interest and a scope no broader than necessary, knowing that equity and public policy supply the limits.
+
+"When presented with a violation of a restrictive covenant, courts are obligated to enforce the covenant unless the complaining party can show that enforcement would be inequitable or contrary to public policy."[^lindgren-covenant]
+
+## Does any American Samoa statute address non-competes? {#statutory-silence}
+
+**Short answer.** No. The American Samoa Code Annotated has no chapter on restrictive covenants, employee mobility, or trade secrets, and the restraint-of-trade language that does appear in the code sits in sector-specific statutes, not in any employment provision [^asca-20-0401]. The nearest labor provision is a right-to-work rule about union membership, not competition [^asca-32-0104].
+
+The statute titled *Illegal trade restraints*, A.S.C.A. § 20.0401, regulates only the transportation of passengers and freight by water — deferred rebates and discriminatory shipping contracts [^asca-20-0401]. The territory's other competition provisions are similarly narrow — for example, a separate section bars restraint of trade in the business of insurance. None is a general restraint-of-trade or employment-covenant statute, so none supplies a rule for a worker's covenant.
+
+Title 32's labor chapter confirms the silence. A.S.C.A. § 32.0104 makes it unlawful to condition employment on union membership or dues [^asca-32-0104]; it governs union-security arrangements, not post-employment competition. This legislative vacuum is itself load-bearing: with no statute either authorizing or banning non-competes, the entire question falls to the High Court's imported common law.
+
+## What consideration supports a non-compete, and what is the employment baseline? {#consideration}
+
+**Short answer.** There is no American Samoa authority on what consideration supports a non-compete or on whether continued employment alone suffices. The baseline is at-will employment [^palelei-atwill], and a covenant extracted through an unfair bargaining process is exposed to the High Court's unconscionability doctrine [^ilalio-unconscionability].
+
+American Samoa presumes at-will employment unless the parties contract otherwise. *Palelei v. Star-Kist Samoa, Inc.* states that without a fixed term or a contractual restriction on discharge, employment is at will [^palelei-atwill], and *Velega v. Legislature of American Samoa* repeats that the presumption yields only to an express or implied contractual provision [^velega-atwill].
+
+"In American Samoa, employment is presumed to be at will, and the employee can be fired without just or good cause, unless there exists an express or implied contractual provision restricting the employer's rights to terminate the employee."[^velega-atwill]
+
+What the local cases do *not* settle is whether merely keeping an at-will job is enough to support a covenant signed after hiring. The High Court has, however, signaled skepticism of one-sided bargains: *Ilalio* will refuse to enforce a contract where both its substance and the bargaining process are unconscionable [^ilalio-unconscionability], and *Atofau v. Tuufuli* holds that a bare gratuity cannot be turned into consideration by a later promise [^atofau-consideration].
+
+> [!CAUTION]
+> **Drafting note.**
+>
+> Because no American Samoa case blesses continued employment as consideration, give a mid-stream covenant its own distinct consideration — a signing bonus, a raise, or a guaranteed term — rather than relying on continued at-will employment. A covenant imposed on a lower-paid worker without new consideration is the fact pattern most exposed to an unconscionability defense [^ilalio-unconscionability][^atofau-consideration].
+
+## Will the High Court narrow an overbroad covenant, or void it? {#court-narrowing}
+
+**Short answer.** The High Court may be open to narrowing it, but no American Samoa case has narrowed an employment covenant. On reconsideration of a defective-lease dispute, the court held that a court can excise illegal portions of a contract and enforce the remainder, or modify an illegal term to conform to law — citing a non-compete case as its authority [^samoa-aviation-excise].
+
+In *American Samoa Gov't v. Samoa Aviation, Inc.*, the High Court refused to void a defective lease and instead endorsed broad equitable power to sever or modify unlawful terms [^samoa-aviation-excise]. Tellingly, it anchored that power in *Alston Studios*, a federal covenant-not-to-compete case — which suggests the court might be receptive to reforming an overbroad employment restraint rather than discarding it.
+
+"Finally, it is well settled that a court can excise the illegal portions of a contract and enforce the remainder, with or without other compensating adjustments in the contractual obligations of the parties; or may modify an illegal term to make it conform to the law."[^samoa-aviation-excise]
+
+That tendency is reinforced by *Ilalio*'s reliance on Restatement § 208, which lets a court enforce the remainder of a contract or limit an unconscionable term rather than strike everything [^ilalio-partial]. Still, reformation here is a prediction: no American Samoa decision has blue-penciled an employee non-compete, so an employer should draft to a defensible scope rather than count on judicial rescue.
+
+## Does the restricted period toll or extend if the employee breaches? {#tolling}
+
+**Short answer.** American Samoa law is silent. No statute or High Court decision addresses whether a non-compete clock pauses during a breach, during litigation, or during an injunction application — and the deep-research record finds no local authority on either contractual or equitable tolling. The prudent assumption is that a court will not pause the clock unless the contract says so, so any extension-on-breach must be drafted expressly [^asca-1-0201-tolling].
+
+Because the territory imports common-law contract principles through A.S.C.A. § 1.0201 [^asca-1-0201-tolling], a clearly drafted contractual tolling clause — extending the restricted period for any time the employee is in breach — preserves the employer's best argument, though no American Samoa authority confirms such a clause will be enforced. Judicial or equitable tolling is a weaker bet still: there is no local authority granting it, and nothing suggests the High Court would rewrite a covenant to add time a party did not bargain for.
+
+> [!CAUTION]
+> **Drafting note.**
+>
+> Do not assume the High Court will equitably extend a covenant while litigation runs. Write the tolling mechanism into the agreement expressly, keep the base term short enough to be reasonable on its own, and treat tolling as an open question of first impression in the territory [^asca-1-0201-tolling].
+
+## What remedies can an employer obtain for a breach? {#remedies}
+
+**Short answer.** Injunctive relief is available but hard-won. American Samoa's injunction statutes require a substantial likelihood of success plus great or irreparable injury for a preliminary injunction [^asca-43-1301], and a permanent injunction issues only after trial and only where money damages are inadequate [^asca-43-1302].
+
+The statutory standard is exacting, and the case law enforces it. In *Drabble v. Mikaele*, the High Court restated the two-part preliminary-injunction test — substantial likelihood of success and great or irreparable harm before trial [^drabble-standard].
+
+"For a preliminary injunction to issue, the applicant must show a substantial likelihood that he will prevail at trial on the merits and obtain a permanent injunction, and that he will suffer great or irreparable harm before a full and final trial can be fairly held on the requested permanent injunction."[^drabble-standard]
+
+Two further limits matter for a covenant plaintiff. The High Court will not issue an injunction that merely punishes a breach: in *Leaana v. Laban* it refused relief that would serve no purpose but punishment [^leaana-punishment]. And *Thompson v. Toluao* makes inadequacy of a legal remedy the defining prerequisite of an injunction [^thompson-inadequacy], so an employer whose loss is quantifiable as money damages may be left to those damages alone.
+
+"Punishment is not the purpose behind injunctive relief."[^leaana-punishment]
+
+Damages are correspondingly constrained. *Moea'i v. Reid* declined to apply a wage statute's punitive-damages provision to a contractual wage claim above the statutory minimum [^moeai-punitive], a reminder that territorial punitive damages are creatures of specific statutes; the local non-compete corpus identifies no special damages remedy, so a covenant plaintiff should expect to prove ordinary compensatory damages.
+
+## How are confidentiality clauses, non-solicits, physician, and sale-of-business covenants treated? {#other-covenants}
+
+**Short answer.** There is no American Samoa authority drawing distinct rules for non-solicitation, confidentiality, physician, or sale-of-business covenants. Each would be analyzed under the same imported reasonableness framework, with trade-secret confidentiality recognized in a limited agency-records regulation [^asac-24-0109] and sale-of-business covenants likely treated more leniently than employee restraints.
+
+American Samoa has not adopted the Uniform Trade Secrets Act. The closest territorial recognition of trade secrets is narrow: an administrative-code provision shields trade secrets in environmental-agency records from public disclosure [^asac-24-0109]. There is no general trade-secret statute and no authority on employee confidentiality covenants, so the enforceability of an NDA remains a common-law prediction. A non-solicitation or confidentiality clause that operates as a *de facto* bar on competing would be analyzed as a non-compete under the same Restatement § 188 reasonableness test.
+
+A physician or other scarce-professional covenant is likely to be especially vulnerable. Under Restatement § 188's injury-to-the-public prong, removing a single doctor, technician, or other scarce professional from a remote island economy is a strong public-interest argument against enforcement — the kind of *likely injury to the public* that the High Court's equity-and-public-policy override in *Lindgren* could weigh heavily [^lindgren-covenant-2]. Sale-of-business covenants, where bargaining power is more even and goodwill is being purchased, would likely be enforced more readily than an employee restraint.
+
+## Why might enforcement be harder in American Samoa than on the mainland? {#island-economy-public-policy}
+
+**Short answer.** Two territorial features cut against aggressive covenants: a public policy that prioritizes the Samoan way of life [^tavai-policy], and a tiny island economy in which a territory-wide restraint can amount to banishment from the worker's profession. A.S.C.A. § 1.0201 imports only common law *suitable to conditions in American Samoa*, and § 1.0202 preserves Samoan custom [^asca-1-0202].
+
+The High Court has described the protection of the Samoan way of life as its primary responsibility [^tavai-policy], and § 1.0202 preserves the customs of the Samoan people where they do not conflict with law [^asca-1-0202]. Those commitments give a worker a territory-specific public-policy argument: a covenant that meaningfully limits a local person's ability to earn a livelihood may be *unsuitable to conditions* in the territory in a way the suitability and custom provisions invite a court to weigh.
+
+Geography compounds the point. American Samoa is roughly 76 square miles, so a territory-wide non-compete does not merely limit where a worker competes — it can force the worker to leave the territory entirely. Under the Restatement reasonableness test the High Court would import, that scale makes overbreadth and undue-hardship objections far easier to sustain than a comparable restraint in a large mainland market.
+
+## What recent developments should employers monitor? {#recent-developments}
+
+**Short answer.** As of June 3, 2026, nothing has displaced the imported-common-law framework. American Samoa's Fono has not enacted a non-compete statute, so A.S.C.A. § 1.0201 gap-filling still controls [^asca-1-0201-current], and the vacated federal FTC Non-Compete Rule supplies no operative territorial rule.
+
+Two background developments matter only for monitoring. The FTC's 2024 Non-Compete Rule was struck down in litigation and the agency has abandoned it, so there is no federal ban to apply in American Samoa. And no targeted non-compete enactment was located in the public Fono legislative materials reviewed for this note. The framework therefore remains entirely judicial, which means the most reliable signal of change would be a first High Court decision on an employee non-compete rather than a statute [^asca-1-0201-current].
+
+The practical takeaway is stability layered on uncertainty: the rules will not move by legislation soon, but because no court has yet decided an employee non-compete, the first case to reach the High Court could set the baseline in either direction.
+
+[^about]: By Steven Obiajulu, J.D. Published by [openagreements.org](https://openagreements.org) · Maintained by [UseJunior](https://usejunior.com). Last reviewed 2026-06-03. License: CC BY 4.0. Steven Obiajulu, J.D. is admitted in New York, not American Samoa. This article synthesizes American Samoa primary law and is not legal advice from a American Samoa-admitted attorney. This article is for informational purposes only and does not create an attorney-client relationship.
+
+[^asca-1-0201]: **A.S.C.A. § 1.0201 — Laws applicable in American Samoa** — "so much of the common law of England as is suitable to conditions in American Samoa and not inconsistent with this section." *A.S.C.A. § 1.0201.* <https://asbar.org/code-annotated/1-0201-laws-applicable-in-american-samoa/>
+
+[^tung-restatement]: **Tung v. Ah Sam** — "In defining the common law, and where not bound otherwise by prior decision of this Court, it is ordinarily appropriate that the Restatement of the Law be followed in order to more nearly effect uniformity of decision." *Tung v. Ah Sam, 4 A.S.R. 764 (Trial Div. 1971).* <https://asbar.org/case-law/ah-sam-tung-v/>
+
+[^ilalio-common-law]: **Development Bank of American Samoa v. Ilalio** — "The common law of contracts applies in American Samoa unless it conflicts with a territorial statute or is unsuitable to local conditions." *Development Bank of American Samoa v. Ilalio, 5 A.S.R.2d 1 (Trial Div. 1987).* <https://asbar.org/case-law/development-bank-v-ilalio/>
+
+[^lindgren-covenant]: **Lindgren v. Betham** — "When presented with a violation of a restrictive covenant, courts are obligated to enforce the covenant unless the complaining party can show that enforcement would be inequitable or contrary to public policy." *Lindgren v. Betham, 20 A.S.R.2d 98 (App. Div. 1992).* <https://asbar.org/case-law/lindgren-v-betham/>
+
+[^asca-20-0401]: **A.S.C.A. § 20.0401 — Illegal trade restraints** — "No person may directly or indirectly, in respect to the transportation by water of passengers or freight between a port or landing of American Samoa or between islands of American Samoa or between a port of American Samoa and a port of another country:" *A.S.C.A. § 20.0401.* <https://asbar.org/code-annotated/20-0401-illegal-trade-restraints/>
+
+[^asca-32-0104]: **A.S.C.A. § 32.0104 — Unlawful acts of employer** — "It is unlawful for any employer to: (1) require an employee, as a condition or employment or of continuance of employment, to be or become or remain a member or affiliate of a labor organization;" *A.S.C.A. § 32.0104.* <https://asbar.org/code-annotated/32-0104-unlawful-acts-of-employer/>
+
+[^palelei-atwill]: **Palelei v. Star-Kist Samoa, Inc.** — "If the parties to an employment contract have neither fixed a definite term of employment nor created any contractual obstacle to the right of discretionary discharge, then the contract is for employment at will and the employer may discharge the employee without incurring liability." *Palelei v. Star-Kist Samoa, Inc., 5 A.S.R.2d 162 (Trial Div. 1987).* <https://asbar.org/case-law/5asr2d162/>
+
+[^ilalio-unconscionability]: **Development Bank of American Samoa v. Ilalio** — "A contract is ordinarily rendered unenforceable on the ground of unconscionability only when both its substance and the bargaining process leading up to it are unconscionable." *Development Bank of American Samoa v. Ilalio, 5 A.S.R.2d 1 (Trial Div. 1987).* <https://asbar.org/case-law/development-bank-v-ilalio/>
+
+[^velega-atwill]: **Velega v. Legislature of American Samoa** — "In American Samoa, employment is presumed to be at will, and the employee can be fired without just or good cause, unless there exists an express or implied contractual provision restricting the employer's rights to terminate the employee." *Velega v. Legislature of American Samoa, 4 A.S.R.3d 145 (Trial Div. 2000).* <https://asbar.org/case-law/4asr3d145/>
+
+[^atofau-consideration]: **Atofau v. Tuufuli** — "Gratuity cannot be turned into consideration by subsequent promise to pay therefor so as to make valid contract, and promise to give land after receipt of gratuity is not enforceable." *Atofau v. Tuufuli, 2 A.S.R. 414 (1948).* <https://asbar.org/case-law/atofau-v-tuufuli/>
+
+[^samoa-aviation-excise]: **American Samoa Gov't v. Samoa Aviation, Inc.** — "Finally, it is well settled that a court can excise the illegal portions of a contract and enforce the remainder, with or without other compensating adjustments in the contractual obligations of the parties; or may modify an illegal term to make it conform to the law." *American Samoa Gov't v. Samoa Aviation, Inc., 13 A.S.R.2d 65 (Trial Div. 1989) (on motions for new trial and modification).* <https://asbar.org/case-law/american-samoa-govt-v-samoa-aviation-inc-d96/>
+
+[^ilalio-partial]: **Development Bank of American Samoa v. Ilalio** — "A contract is ordinarily rendered unenforceable on the ground of unconscionability only when both its substance and the bargaining process leading up to it are unconscionable." *Development Bank of American Samoa v. Ilalio, 5 A.S.R.2d 1 (Trial Div. 1987).* <https://asbar.org/case-law/development-bank-v-ilalio/>
+
+[^asca-1-0201-tolling]: **A.S.C.A. § 1.0201 — Laws applicable in American Samoa** — "so much of the common law of England as is suitable to conditions in American Samoa and not inconsistent with this section." *A.S.C.A. § 1.0201.* <https://asbar.org/code-annotated/1-0201-laws-applicable-in-american-samoa/>
+
+[^asca-43-1301]: **A.S.C.A. § 43.1301 — Injunctions: Definitions** — "there is a substantial likelihood that the applicant will prevail at trial on the merits and that a permanent injunction will be issued against the opposing party; and (2) great or irreparable injury will result to the applicant before a full and final trial can be fairly held on whether a permanent injunction should issue." *A.S.C.A. § 43.1301(j).* <https://asbar.org/code-annotated/43-1301-definitions/>
+
+[^asca-43-1302]: **A.S.C.A. § 43.1302 — Issuance of permanent injunction** — "A permanent injunction may be issued by a court having subject matter jurisdiction of the case and personal jurisdiction of the opposing party only after a full and final trial on the merits of the applicant's claim and determination that a judgment for money damages will inadequately remedy the complained of wrong." *A.S.C.A. § 43.1302.* <https://asbar.org/code-annotated/43-1302-issuance-of-permanent-injunction/>
+
+[^drabble-standard]: **Drabble v. Mikaele** — "For a preliminary injunction to issue, the applicant must show a substantial likelihood that he will prevail at trial on the merits and obtain a permanent injunction, and that he will suffer great or irreparable harm before a full and final trial can be fairly held on the requested permanent injunction." *Drabble v. Mikaele (Land & Titles Div. 2004).* <https://asbar.org/case-law/drabble-v-mikaele/>
+
+[^leaana-punishment]: **Leaana v. Laban** — "Punishment is not the purpose behind injunctive relief." *Leaana v. Laban, 12 A.S.R.2d 93 (Land & Titles Div. 1989).* <https://asbar.org/case-law/laban-leaana-v/>
+
+[^thompson-inadequacy]: **Thompson v. Toluao** — "As an equitable remedy, the most distinguishing prerequisite of permanent injunctive relief is the inadequacy of a remedy at law, usually money damages." *Thompson v. Toluao, 24 A.S.R.2d 127 (Land & Titles Div. 1993).* <https://asbar.org/case-law/24asr2d127/>
+
+[^moeai-punitive]: **Moea'i v. Reid** — "this provision does not apply to an action for breach of contract where, although the employee has not been paid, his contractual wage was higher than the statutory minimum." *Moea'i v. Reid, 9 A.S.R.2d 48 (Trial Div. 1988).* <https://asbar.org/case-law/9asr2d48/>
+
+[^asac-24-0109]: **A.S.A.C. § 24.0109 — Confidentiality of records (trade secrets)** — "would otherwise tend to affect adversely the competitive position of such person by revealing trade secrets, the Commission shall consider such record, report, information, or particular portion thereof confidential." *A.S.A.C. § 24.0109.* <https://asbar.org/code-annotated/24-0109-confidentiality-of-records-exceptions-in-government-usage/>
+
+[^lindgren-covenant-2]: **Lindgren v. Betham** — "When presented with a violation of a restrictive covenant, courts are obligated to enforce the covenant unless the complaining party can show that enforcement would be inequitable or contrary to public policy." *Lindgren v. Betham, 20 A.S.R.2d 98 (App. Div. 1992).* <https://asbar.org/case-law/lindgren-v-betham/>
+
+[^tavai-policy]: **Tavai v. Silao** — "the protection of the Samoan way of life is the court's primary responsibility." *Tavai v. Silao, 2 A.S.R.2d 1 (Land & Titles Div. 1981).* <https://asbar.org/case-law/2asr2d1/>
+
+[^asca-1-0202]: **A.S.C.A. § 1.0202 — Preservation of Samoan customs** — "The customs of the Samoan people not in conflict with the laws of American Samoa or the laws of the United States concerning American Samoa shall be preserved." *A.S.C.A. § 1.0202.* <https://asbar.org/code-annotated/1-0202-preservation-of-samoan-customs/>
+
+[^asca-1-0201-current]: **A.S.C.A. § 1.0201 — Laws applicable in American Samoa** — "so much of the common law of England as is suitable to conditions in American Samoa and not inconsistent with this section." *A.S.C.A. § 1.0201.* <https://asbar.org/code-annotated/1-0201-laws-applicable-in-american-samoa/>

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

@@ -0,0 +1,293 @@
+---
+jurisdiction: "Arizona"
+slug: arizona
+countryCode: US
+snapshotAsOf: "2026-06-08"
+lastReviewed: "2026-06-03"
+canonicalUrl: https://openagreements.org/legal/non-compete/arizona
+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/arizona · **Snapshot as of:** 2026-06-08 · License: CC BY 4.0 · © UseJunior
+
+# Non-Competes in Arizona[^about]
+
+A question-by-question summary of Arizona non-compete law, including the common-law reasonableness test, the strict no-rewrite (blue-pencil) rule, physician covenants under Valley Medical Specialists v. Farber, the broadcast-employee ban in A.R.S. § 23-494, continued-employment consideration, confidentiality covenants treated as de facto non-competes, the Arizona Uniform Trade Secrets Act, sale-of-business covenants, tolling, attorney fees, and the failed HB 2361 statewide-ban bill.
+
+
+## At a glance
+
+| Question | Arizona |
+| --- | --- |
+| **Are non-competes enforceable?** | Allowed if reasonable |
+| **Bottom line** | Arizona has no general non-compete statute; an employee covenant is enforceable under common law only if reasonable and no broader than necessary to protect a legitimate business interest. |
+| **Main law or case** | common law (Valley Medical Specialists v. Farber, 982 P.2d 1277 (Ariz. 1999)) |
+| **Main exceptions** | Broadcast-employee ban (A.R.S. § 23-494); physicians enforceable only under heightened scrutiny |
+| **Can a court narrow it?** | Only strikes wording |
+| **Applies to contractors?** | Unclear |
+| **Restriction extended during a breach?** | Not addressed |
+| **Maximum length set by law** | No statutory limit |
+
+## Are employee non-compete agreements enforceable in Arizona? {#enforceability}
+
+**Short answer.** Sometimes. Arizona has no general statute banning or governing employee non-competes, so the question is decided under common law: a covenant not to compete is enforceable only if it is reasonable. Arizona courts treat these restraints as disfavored[^q1-amex-disfavored] and will refuse to enforce one that sweeps further than the employer's legitimate interest requires [^q1-farber-reasonableness].
+
+Unlike California, North Dakota, or Oklahoma, Arizona does not void employee non-competes by statute. The governing framework comes from the Arizona Supreme Court's decision in *Valley Medical Specialists v. Farber* and a line of Court of Appeals cases applying a fact-intensive reasonableness analysis.
+
+"A restriction is unreasonable and thus will not be enforced: (1) if the restraint is greater than necessary to protect the employer's legitimate interest; or (2) if that interest is outweighed by the hardship to the employee and the likely injury to the public."[^q1-farber-reasonableness]
+
+Because the analysis turns on the facts of each restraint, an employer cannot assume a covenant is enforceable just because the employee signed it. The sections below walk through the reasonableness test, the unusually strict rule against judicial rewriting, and the profession- and context-specific rules.
+
+## What makes a non-compete reasonable under Arizona law? {#reasonableness-test}
+
+**Short answer.** A restraint that is no broader than necessary to protect a legitimate business interest. The employer must identify a protectable interest — such as trade secrets, confidential information, or customer goodwill — and the restriction's duration, geography, and scope of prohibited activity must be tailored to that interest. The employee's hardship is one of the factors weighed in the analysis [^q2-amex-reasonable][^q2-amex-hardship].
+
+The threshold question is always whether the employer has an interest worth protecting. Without one, the covenant fails no matter how narrowly it is drawn.
+
+"A restrictive covenant - whether a covenant not to compete or an anti-piracy agreement - is enforceable as long as it is no broader than necessary to protect the employer's legitimate business interest."[^q2-hilb-protectable]
+
+In *Hilb, Rogal & Hamilton Co. of Arizona v. McKinney*, the Court of Appeals refused to enforce an anti-piracy covenant because the employer had no protectable interest in the particular account at issue.
+
+"We hold that HRH had no protectable interest in the Bell Ford account."[^q2-hilb-holding]
+
+Even where an interest exists, reasonableness is measured against the burden on the employee.
+
+"Hardship to the employee, however, is one of the factors to be considered in determining reasonableness."[^q2-amex-hardship]
+
+## Will an Arizona court narrow or rewrite an overbroad non-compete? {#court-narrowing}
+
+**Short answer.** No — not by rewriting it. Arizona follows a strict blue-pencil rule: a court may eliminate a grammatically severable unreasonable term, but it may not add language or rewrite the covenant to make it reasonable. If the unreasonable portion is not severable, the whole restraint falls [^q3-varsity-bluepencil][^q3-bryceland-severable].
+
+This is the single most important drafting fact about Arizona non-competes. In *Varsity Gold, Inc. v. Porzio*, the Court of Appeals reversed a trial court that had narrowed an overbroad covenant to save it.
+
+"The court explained that, while Arizona courts may ‘blue pencil’ a restrictive covenant by eliminating grammatically sever-able, unreasonable terms, the court cannot add provisions or rewrite them."[^q3-varsity-bluepencil]
+
+"In summary, we decide that the trial court erred by rewriting the restrictive covenant to render it reasonable and enforceable."[^q3-varsity-norewrite]
+
+Where the unreasonable language cannot be cleanly struck, the covenant is unenforceable as a whole. In *Bryceland v. Northey*, the court found the restraint unreasonably broad and not severable.
+
+"Neither the contract itself nor other evidence in the record indicates that this unreasonable portion of the contract was severable."[^q3-bryceland-severable]
+
+> [!CAUTION]
+> **Drafting note.**
+>
+> Because an Arizona court will strike — not narrow — an overbroad covenant, draft duration, geography, and prohibited activity to the minimum the legitimate business interest actually requires, and use distinct, grammatically severable clauses so a single defect does not void the entire restraint. An overbroad covenant is more likely to fall entirely than to be trimmed by the court [^q3-varsity-bluepencil][^q3-bryceland-severable].
+
+## What non-compete rules apply to physicians in Arizona? {#physician-rules}
+
+**Short answer.** Physician non-competes are not categorically void, but they face heightened scrutiny. In *Farber*, the Arizona Supreme Court held that physician covenants must be strictly construed for reasonableness because of the public interest in patients' ability to choose their doctor, and it refused to enforce the covenant before it on public-policy grounds [^q4-farber-strict][^q4-farber-publicpolicy].
+
+A reasonable physician covenant can still be enforced. The Court of Appeals in *Phoenix Orthopaedic Surgeons, Ltd. v. Peairs* rejected the argument that all physician non-competes are void as against public policy.
+
+"We reject, however, Dr. Peairs' suggestion that all such covenants not to compete are unenforceable as against public policy."[^q4-phoenix-notvoid]
+
+But *Farber* makes clear that the public's interest weighs heavily, and that close calls go against enforcement.
+
+"In light of the great public policy interest involved in covenants not to compete between physicians, each agreement will be strictly construed for reasonableness."[^q4-farber-strict]
+
+> [!NOTE]
+> **Practice note.**
+>
+> Treat a physician non-compete as enforceable only when it is narrowly tailored. Even a covenant that protects a real interest can fail if the restriction on the physician's practice harms patient access; in *Farber* the public-policy interest outweighed the employer's protectable interest [^q4-farber-publicpolicy][^q4-farber-strict].
+
+## Can Arizona broadcast employees be required to sign non-competes? {#broadcast-employees}
+
+**Short answer.** No. Arizona has one statutory non-compete ban, and it covers broadcast employees. Under A.R.S. § 23-494, it is unlawful for a television or radio station or network to require a current or prospective employee to agree to a noncompete clause as a condition of employment [^q5-ars-23-494-prohibition].
+
+This is a categorical prohibition, not a reasonableness test. The statute defines both who is covered and what counts as a prohibited clause.
+
+"As a condition of employment, it is unlawful for a broadcast employer to require a current or prospective employee to agree to a noncompete clause."[^q5-ars-23-494-prohibition]
+
+"‘Noncompete clause’ means a clause in an employment contract with a broadcast employer that prohibits an employee from working in a specific geographic area for a specific period of time after leaving employment with the broadcast employer."[^q5-ars-23-494-definition]
+
+## Is continued employment enough consideration for an Arizona non-compete? {#consideration}
+
+**Short answer.** Yes. Arizona follows the majority rule that continued at-will employment is sufficient consideration to support a covenant, even one signed after employment has already begun. An employer does not have to give a raise, bonus, or promotion to satisfy consideration for a mid-employment covenant — though the covenant still must clear Arizona's reasonableness and no-rewrite rules to be enforceable [^q6-mattison-consideration].
+
+The leading statement is in *Mattison v. Johnston*, where the Court of Appeals upheld a covenant signed during an at-will relationship.
+
+"Although there is authority to the contrary, most jurisdictions which have considered the issue have found that continued employment is sufficient consideration to support a restrictive covenant executed after employment has commenced even where employment continues to be on an at-will basis."[^q6-mattison-consideration]
+
+A federal court applying Arizona law reached the same result in *Compass Bank v. Hartley*.
+
+"In addition, the promise of continued employment validates a covenant executed after the employment relationship has commenced, even where it continues to be on an at-will basis."[^q6-compass-continued]
+
+## Are confidentiality and non-solicitation covenants treated as non-competes in Arizona? {#nonsolicitation-confidentiality}
+
+**Short answer.** They can be. Arizona looks at the functional effect of a restraint, not its label. A confidentiality or non-solicitation covenant that is broad enough to operate as a practical bar on competition is analyzed as a non-compete and judged for reasonableness. In *Orca Communications Unlimited, LLC v. Noder*, the Court of Appeals held that an unlimited confidentiality covenant was unenforceable as the equivalent of a geographically unrestricted non-compete [^q7-orca-defacto].
+
+The risk is greatest where a confidentiality clause has no time or geographic limit and reaches information that is not a trade secret.
+
+"Thus, the trial court did not err in finding that the confidentiality covenant is unenforceable as the equivalent of a geographically unrestricted non-competition agreement."[^q7-orca-defacto]
+
+> [!CAUTION]
+> **Drafting note.**
+>
+> Scope confidentiality and non-solicitation covenants to actual trade secrets and confidential information, with reasonable limits, rather than broadly restricting a former employee's use of general skills or knowledge. An open-ended confidentiality clause can be struck as a disguised non-compete and is subject to the same strict no-rewrite rule [^q7-orca-defacto][^q7-hilb-antipiracy].
+
+## How does the Arizona Uniform Trade Secrets Act interact with non-competes? {#trade-secrets}
+
+**Short answer.** The Arizona Uniform Trade Secrets Act (AUTSA), A.R.S. §§ 44-401 to 44-407, protects trade secrets independently of any covenant, so an employer often has a remedy even without an enforceable non-compete. AUTSA displaces conflicting common-law claims for trade-secret misappropriation, but it expressly preserves contractual remedies and other civil remedies not based on misappropriation [^q8-ars-44-407-displacement][^q8-ars-44-407-contract].
+
+AUTSA defines a trade secret by the familiar two-part test of independent economic value plus reasonable secrecy efforts.
+
+"‘Trade secret’ means information, including a formula, pattern, compilation, program, device, method, technique or process, that both: (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. (b) Is the subject of efforts that are reasonable under the circumstances to maintain its secrecy."[^q8-ars-44-401-definition]
+
+Crucially, the Arizona Supreme Court held in the *Orca* appeal that AUTSA does not wipe out common-law claims based on confidential information that does not rise to the level of a trade secret.
+
+"We hold that AUTSA does not displace common-law claims based on alleged misappropriation of confidential information that is not a trade secret."[^q8-orca2014-nondisplacement]
+
+A misappropriation claim has a three-year limitations period.
+
+"An action for misappropriation must be brought within three years after the misappropriation is discovered or by the exercise of reasonable diligence should have been discovered."[^q8-ars-44-406-sol]
+
+## Are sale-of-business non-competes treated differently in Arizona? {#sale-of-business}
+
+**Short answer.** Yes, somewhat more leniently. A covenant given as part of the sale of a business protects the goodwill the buyer paid for, so Arizona courts will ordinarily uphold one that is limited in time and geographic scope. The covenant still must be reasonable and cannot bar the seller from all business whatsoever [^q9-gann-validity][^q9-gann-goodwill].
+
+In *Gann v. Morris*, the Court of Appeals explained why sale-of-business covenants get more latitude than employment covenants.
+
+"Where limited as to time and space, the covenant is ordinarily valid unless it is to refrain from all business whatsoever."[^q9-gann-validity]
+
+"The sale of such a business necessarily includes the sale of good will and the purchaser has the right to assure himself as best he can of the transfer of the good will."[^q9-gann-goodwill]
+
+More latitude is not a free pass. In *Berkadia Real Estate Advisors LLC v. Wadlund* (D. Ariz. 2024), a federal court applying Arizona law refused to enforce a sale-of-business covenant whose activity, geographic, and duration limits swept further than the goodwill the buyer had acquired.
+
+"The Court finds that the scope of activity, the geographic scope, and the duration of the TCRA restrictive covenants, singularly and in combination, are unreasonable."[^q9-berkadia-unreasonable]
+
+> [!CAUTION]
+> **Drafting note.**
+>
+> Tie a sale-of-business covenant's geography, duration, and scope of restricted activity to the goodwill actually being transferred. In *Berkadia* a nationwide covenant binding a seller who had only ever worked in Tucson was struck as unreasonable, and Arizona's no-rewrite rule meant the court would not pare it back [^q9-berkadia-unreasonable][^q9-gann-validity].
+
+## Does an Arizona non-compete period extend while the employee is in breach or litigation is pending? {#tolling}
+
+**Short answer.** Arizona law does not squarely answer this. No Arizona appellate decision appears to have decided whether a non-compete period tolls — pauses and extends — while the former employee is violating the covenant or while enforcement litigation is pending. Because Arizona judges covenants for reasonableness and will not rewrite an overbroad term, a contractual extension-on-breach clause is best analyzed as part of the covenant's overall duration and drafted conservatively [^q10-farber-reasonableness][^q10-varsity-norewrite].
+
+The uncertainty is structural. Arizona has no statute on point and no controlling case directly addressing judicial or contractual tolling of restrictive covenants. Two general rules shape the risk. First, the covenant's total effective duration — including any extension — is measured for reasonableness [^q10-farber-reasonableness]. Second, because an Arizona court will strike rather than narrow an unreasonable term, an aggressive extension clause that makes the effective period unreasonable risks taking the covenant down with it rather than being trimmed [^q10-varsity-norewrite].
+
+> [!CAUTION]
+> **Drafting note.**
+>
+> If you include a clause extending the restricted period for the time the employee is in breach, draft the base period and the extension so that the combined duration is still reasonable on its own terms. Under Arizona's strict no-rewrite rule, a court that finds the extended period unreasonable is more likely to void the covenant than to shorten it [^q10-varsity-norewrite][^q10-farber-reasonableness].
+
+## Can a non-signatory enforce a forum-selection clause in an Arizona contract dispute? {#non-signatory-forum-clause}
+
+**Short answer.** Generally no, based only on a close relationship to a party. In 2025 the Arizona Supreme Court declined to adopt the closely-related-party doctrine for forum-selection clauses, holding that the provisions of the contract control. A person or company that did not sign the contract — an affiliate, a founder, or a related entity — cannot enforce its forum-selection clause against a signatory merely because it is closely related to a party [^q11-henderson-forum].
+
+This matters for covenant disputes, where a party often tries to invoke a contract's forum-selection clause for the benefit of someone who never signed the agreement.
+
+"We decline to adopt that doctrine with regard to forum selection clauses, holding that the provisions of the contract control and that other established doctrines providing non-signatories with benefits under a contract are ample."[^q11-henderson-forum]
+
+## Can an employer use another state's law to make an Arizona non-compete easier to enforce? {#out-of-state-law}
+
+**Short answer.** Often not, when Arizona has the strongest connection to the employment. A federal court in Arizona declined to apply a Washington choice-of-law clause that would have imported Washington's more employer-friendly approach to non-competes, reasoning that doing so would be contrary to a fundamental policy of Arizona law [^qcol-pathway-policy][^qcol-pathway-187].
+
+In *Pathway Medical Technologies, Inc. v. Nelson*, the employer's agreement selected Washington law, which is friendlier to non-competes — including allowing courts to rewrite an overbroad covenant. Applying the Restatement (Second) of Conflict of Laws § 187, the court treated that as an attempt to escape Arizona's policy.
+
+"Arizona law does not approve of broad non-compete provisions."[^qcol-pathway-policy]
+
+"the Agreement's choice of Washington law likely is not enforceable under Restatement section 187(2)(b)."[^qcol-pathway-187]
+
+> [!CAUTION]
+> **Drafting note.**
+>
+> Do not rely on a sister-state choice-of-law clause to obtain a more lenient non-compete rule or judicial reformation for an Arizona-centered employment relationship. Where Arizona has the most significant relationship, a court may apply Arizona law — including its strict no-rewrite rule — regardless of the contract's chosen law [^qcol-pathway-187][^qcol-pathway-policy].
+
+## Who pays attorney fees in an Arizona non-compete lawsuit? {#attorney-fees}
+
+**Short answer.** Either side can be ordered to. A non-compete dispute arises out of a contract, so A.R.S. § 12-341.01 lets the court award reasonable attorney fees to the successful party. The award is discretionary, but the fee-shifting risk runs both ways: an employer that loses an overreaching enforcement action can be ordered to pay the former employee's fees [^q12-ars-12-341-fees].
+
+"In any contested action arising out of a contract, express or implied, the court may award the successful party reasonable attorney fees."[^q12-ars-12-341-fees]
+
+## What are the recent developments in Arizona non-compete law? {#recent-developments}
+
+**Short answer.** Arizona remains a common-law reasonableness state, and recent efforts to change that by statute have not been enacted. In 2026, HB 2361 proposed adding a new statute, A.R.S. § 23-207, to bar any public or private employer from requiring a noncompete clause; a near-identical 2025 bill, HB 2589, proposed the same ban. Neither has become law, so Arizona still has no general non-compete statute outside the broadcast-employee context [^q13-hb2361][^q13-hb2589].
+
+Both bills used the same operative language, which would have replaced Arizona's case-by-case reasonableness analysis with a flat prohibition for most employees.
+
+"As a condition of employment, it is unlawful for a public or private employer to require a current or prospective employee to agree to a noncompete clause."[^q13-hb2361]
+
+Key developments:
+
+- 
+- 
+
+Because neither ban has become law, an Arizona non-compete is still governed by the reasonableness and strict no-rewrite rules described above, not by any statutory ban outside the broadcast-employee context.
+
+[^about]: By Steven Obiajulu, J.D. Published by [openagreements.org](https://openagreements.org) · Maintained by [UseJunior](https://usejunior.com). Last reviewed 2026-06-03. License: CC BY 4.0. Steven Obiajulu, J.D. is admitted in New York, not Arizona. This article synthesizes Arizona primary law and is not legal advice from a Arizona-admitted attorney. This article is for informational purposes only and does not create an attorney-client relationship.
+
+[^q1-amex-disfavored]: **Amex Distributing Co. v. Mascari** — "Restrictive covenants which tend to prevent an employee from pursuing a similar vocation after termination of employment are disfavored." *Amex Distributing Co. v. Mascari, 150 Ariz. 510, 724 P.2d 596 (Ct. App. 1986).* <https://www.courtlistener.com/opinion/1211495/amex-distributing-co-inc-v-mascari/#:~:text=Restrictive%20covenants%20which%20tend%20to,termination%20of%20employment%20are%20disfavored.>
+
+[^q1-farber-reasonableness]: **Valley Medical Specialists v. Farber** — "A restriction is unreasonable and thus will not be enforced: (1) if the restraint is greater than necessary to protect the employer's legitimate interest; or (2) if that interest is outweighed by the hardship to the employee and the likely injury to the public." *Valley Medical Specialists v. Farber, 194 Ariz. 363, 982 P.2d 1277 (1999).* <https://www.courtlistener.com/opinion/1253291/valley-medical-specialists-v-farber/#:~:text=A%20restriction%20is%20unreasonable%20and,likely%20injury%20to%20the%20public.>
+
+[^q2-amex-reasonable]: **Amex Distributing Co. v. Mascari** — "Reasonable restraints-those no broader than the employer's legitimately protectable interests-will be enforced in Arizona." *Amex Distributing Co. v. Mascari, 150 Ariz. 510, 724 P.2d 596 (Ct. App. 1986).* <https://www.courtlistener.com/opinion/1211495/amex-distributing-co-inc-v-mascari/#:~:text=Reasonable%20restraints%2Dthose%20no%20broader%20than,interests%2Dwill%20be%20enforced%20in%20Arizona.>
+
+[^q2-amex-hardship]: **Amex Distributing Co. v. Mascari** — "Hardship to the employee, however, is one of the factors to be considered in determining reasonableness." *Amex Distributing Co. v. Mascari, 150 Ariz. 510, 724 P.2d 596 (Ct. App. 1986).* <https://www.courtlistener.com/opinion/1211495/amex-distributing-co-inc-v-mascari/#:~:text=Hardship%20to%20the%20employee%2C%20however%2C,be%20considered%20in%20determining%20reasonableness.>
+
+[^q2-hilb-protectable]: **Hilb, Rogal & Hamilton Co. of Arizona v. McKinney** — "A restrictive covenant - whether a covenant not to compete or an anti-piracy agreement - is enforceable as long as it is no broader than necessary to protect the employer's legitimate business interest." *Hilb, Rogal & Hamilton Co. of Arizona v. McKinney, 190 Ariz. 213, 946 P.2d 464 (Ct. App. 1997).* <https://www.courtlistener.com/opinion/1124526/hilb-rogal-hamilton-co-of-arizona-inc-v-mckinney/#:~:text=A%20restrictive%20covenant%20%2D%20whether,the%20employer's%20legitimate%20business%20interest.>
+
+[^q2-hilb-holding]: **Hilb, Rogal & Hamilton Co. of Arizona v. McKinney** — "We hold that HRH had no protectable interest in the Bell Ford account." *Hilb, Rogal & Hamilton Co. of Arizona v. McKinney, 190 Ariz. 213, 946 P.2d 464 (Ct. App. 1997).* <https://www.courtlistener.com/opinion/1124526/hilb-rogal-hamilton-co-of-arizona-inc-v-mckinney/#:~:text=We%20hold%20that%20HRH%20had,in%20the%20Bell%20Ford%20account.>
+
+[^q3-varsity-bluepencil]: **Varsity Gold, Inc. v. Porzio** — "The court explained that, while Arizona courts may ‘blue pencil’ a restrictive covenant by eliminating grammatically sever-able, unreasonable terms, the court cannot add provisions or rewrite them." *Varsity Gold, Inc. v. Porzio, 202 Ariz. 355, 45 P.3d 352 (Ct. App. 2002).* <https://www.courtlistener.com/opinion/2638678/varsity-gold-inc-v-porzio/#:~:text=The%20court%20explained%20that%2C%20while,add%20provisions%20or%20rewrite%20them.>
+
+[^q3-bryceland-severable]: **Bryceland v. Northey** — "Neither the contract itself nor other evidence in the record indicates that this unreasonable portion of the contract was severable." *Bryceland v. Northey, 160 Ariz. 213, 772 P.2d 36 (Ct. App. 1989).* <https://www.courtlistener.com/opinion/1414072/bryceland-v-northey/#:~:text=Neither%20the%20contract%20itself%20nor,of%20the%20contract%20was%20severable.>
+
+[^q3-varsity-norewrite]: **Varsity Gold, Inc. v. Porzio** — "In summary, we decide that the trial court erred by rewriting the restrictive covenant to render it reasonable and enforceable." *Varsity Gold, Inc. v. Porzio, 202 Ariz. 355, 45 P.3d 352 (Ct. App. 2002).* <https://www.courtlistener.com/opinion/2638678/varsity-gold-inc-v-porzio/#:~:text=In%20summary%2C%20we%20decide%20that,render%20it%20reasonable%20and%20enforceable.>
+
+[^q4-farber-strict]: **Valley Medical Specialists v. Farber** — "In light of the great public policy interest involved in covenants not to compete between physicians, each agreement will be strictly construed for reasonableness." *Valley Medical Specialists v. Farber, 194 Ariz. 363, 982 P.2d 1277 (1999).* <https://www.courtlistener.com/opinion/1253291/valley-medical-specialists-v-farber/#:~:text=In%20light%20of%20the%20great,be%20strictly%20construed%20for%20reasonableness.>
+
+[^q4-farber-publicpolicy]: **Valley Medical Specialists v. Farber** — "Public policy concerns in this case outweigh Valley Medical's protectable interests in enforcing the agreement." *Valley Medical Specialists v. Farber, 194 Ariz. 363, 982 P.2d 1277 (1999).* <https://www.courtlistener.com/opinion/1253291/valley-medical-specialists-v-farber/#:~:text=Public%20policy%20concerns%20in%20this,interests%20in%20enforcing%20the%20agreement.>
+
+[^q4-phoenix-notvoid]: **Phoenix Orthopaedic Surgeons, Ltd. v. Peairs** — "We reject, however, Dr. Peairs' suggestion that all such covenants not to compete are unenforceable as against public policy." *Phoenix Orthopaedic Surgeons, Ltd. v. Peairs, 164 Ariz. 54, 790 P.2d 752 (Ct. App. 1989).* <https://www.courtlistener.com/opinion/1425574/phoenix-orthopaedic-surgeons-ltd-v-peairs/#:~:text=We%20reject%2C%20however%2C%20Dr.%20Peairs',unenforceable%20as%20against%20public%20policy.>
+
+[^q5-ars-23-494-prohibition]: **A.R.S. § 23-494** — "As a condition of employment, it is unlawful for a broadcast employer to require a current or prospective employee to agree to a noncompete clause." *A.R.S. § 23-494(A).* <https://www.azleg.gov/ars/23/00494.htm>
+
+[^q5-ars-23-494-definition]: **A.R.S. § 23-494** — "‘Noncompete clause’ means a clause in an employment contract with a broadcast employer that prohibits an employee from working in a specific geographic area for a specific period of time after leaving employment with the broadcast employer." *A.R.S. § 23-494(B)(2).* <https://www.azleg.gov/ars/23/00494.htm>
+
+[^q6-mattison-consideration]: **Mattison v. Johnston** — "Although there is authority to the contrary, most jurisdictions which have considered the issue have found that continued employment is sufficient consideration to support a restrictive covenant executed after employment has commenced even where employment continues to be on an at-will basis." *Mattison v. Johnston, 152 Ariz. 109, 730 P.2d 286 (Ct. App. 1986).* <https://www.courtlistener.com/opinion/1118936/mattison-v-johnston/#:~:text=Although%20there%20is%20authority%20to,be%20on%20an%20at%2Dwill%20basis.>
+
+[^q6-compass-continued]: **Compass Bank v. Hartley** — "In addition, the promise of continued employment validates a covenant executed after the employment relationship has commenced, even where it continues to be on an at-will basis." *Compass Bank v. Hartley, 430 F. Supp. 2d 989 (D. Ariz. 2006).* <https://www.courtlistener.com/opinion/2317852/compass-bank-v-hartley/#:~:text=In%20addition%2C%20the%20promise%20of,be%20on%20an%20at%2Dwill%20basis.>
+
+[^q7-orca-defacto]: **Orca Communications Unlimited, LLC v. Noder** — "Thus, the trial court did not err in finding that the confidentiality covenant is unenforceable as the equivalent of a geographically unrestricted non-competition agreement." *Orca Communications Unlimited, LLC v. Noder, 233 Ariz. 411 (Ct. App. 2013).* <https://www.courtlistener.com/opinion/6604207/orca-communications-unlimited-llc-v-noder/#:~:text=Thus%2C%20the%20trial%20court%20did,a%20geographically%20unrestricted%20non%2Dcompetition%20agreement.>
+
+[^q7-hilb-antipiracy]: **Hilb, Rogal & Hamilton Co. of Arizona v. McKinney** — "A restrictive covenant - whether a covenant not to compete or an anti-piracy agreement - is enforceable as long as it is no broader than necessary to protect the employer's legitimate business interest." *Hilb, Rogal & Hamilton Co. of Arizona v. McKinney, 190 Ariz. 213, 946 P.2d 464 (Ct. App. 1997).* <https://www.courtlistener.com/opinion/1124526/hilb-rogal-hamilton-co-of-arizona-inc-v-mckinney/#:~:text=A%20restrictive%20covenant%20%2D%20whether,the%20employer's%20legitimate%20business%20interest.>
+
+[^q8-ars-44-407-displacement]: **A.R.S. § 44-407** — "Except as provided in subsection B, this chapter displaces conflicting tort, restitutionary and other laws of this state providing civil remedies for misappropriation of a trade secret." *A.R.S. § 44-407(A).* <https://www.azleg.gov/ars/44/00407.htm>
+
+[^q8-ars-44-407-contract]: **A.R.S. § 44-407** — "Contractual remedies, whether or not based on misappropriation of a trade secret." *A.R.S. § 44-407(B)(1).* <https://www.azleg.gov/ars/44/00407.htm>
+
+[^q8-ars-44-401-definition]: **A.R.S. § 44-401** — "‘Trade secret’ means information, including a formula, pattern, compilation, program, device, method, technique or process, that both: (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. (b) Is the subject of efforts that are reasonable under the circumstances to maintain its secrecy." *A.R.S. § 44-401(4).* <https://www.azleg.gov/ars/44/00401.htm>
+
+[^q8-orca2014-nondisplacement]: **Orca Communications Unlimited, LLC v. Noder** — "We hold that AUTSA does not displace common-law claims based on alleged misappropriation of confidential information that is not a trade secret." *Orca Communications Unlimited, LLC v. Noder, 236 Ariz. 180, 337 P.3d 545 (2014).* <https://www.courtlistener.com/opinion/2752976/orca-communications-v-ann-noder-et-virpitch-public/#:~:text=We%20hold%20that%20AUTSA%20does,is%20not%20a%20trade%20secret.>
+
+[^q8-ars-44-406-sol]: **A.R.S. § 44-406** — "An action for misappropriation must be brought within three years after the misappropriation is discovered or by the exercise of reasonable diligence should have been discovered." *A.R.S. § 44-406.* <https://www.azleg.gov/ars/44/00406.htm>
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+[^q9-gann-validity]: **Gann v. Morris** — "Where limited as to time and space, the covenant is ordinarily valid unless it is to refrain from all business whatsoever." *Gann v. Morris, 122 Ariz. 517, 596 P.2d 43 (Ct. App. 1979).* <https://www.courtlistener.com/opinion/1362794/gann-v-morris/#:~:text=Where%20limited%20as%20to%20time,refrain%20from%20all%20business%20whatsoever.>
+
+[^q9-gann-goodwill]: **Gann v. Morris** — "The sale of such a business necessarily includes the sale of good will and the purchaser has the right to assure himself as best he can of the transfer of the good will." *Gann v. Morris, 122 Ariz. 517, 596 P.2d 43 (Ct. App. 1979).* <https://www.courtlistener.com/opinion/1362794/gann-v-morris/#:~:text=The%20sale%20of%20such%20a,transfer%20of%20the%20good%20will.>
+
+[^q9-berkadia-unreasonable]: **Berkadia Real Estate Advisors LLC v. Wadlund** — "The Court finds that the scope of activity, the geographic scope, and the duration of the TCRA restrictive covenants, singularly and in combination, are unreasonable." *Berkadia Real Estate Advisors LLC v. Wadlund, No. CV-22-00049-TUC-CKJ, 2024 WL 4125533 (D. Ariz. June 27, 2024).* <https://www.govinfo.gov/app/details/USCOURTS-azd-4_22-cv-00049/USCOURTS-azd-4_22-cv-00049-10>
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+[^q10-farber-reasonableness]: **Valley Medical Specialists v. Farber** — "A restriction is unreasonable and thus will not be enforced: (1) if the restraint is greater than necessary to protect the employer's legitimate interest; or (2) if that interest is outweighed by the hardship to the employee and the likely injury to the public." *Valley Medical Specialists v. Farber, 194 Ariz. 363, 982 P.2d 1277 (1999).* <https://www.courtlistener.com/opinion/1253291/valley-medical-specialists-v-farber/#:~:text=A%20restriction%20is%20unreasonable%20and,likely%20injury%20to%20the%20public.>
+
+[^q10-varsity-norewrite]: **Varsity Gold, Inc. v. Porzio** — "The court explained that, while Arizona courts may ‘blue pencil’ a restrictive covenant by eliminating grammatically sever-able, unreasonable terms, the court cannot add provisions or rewrite them." *Varsity Gold, Inc. v. Porzio, 202 Ariz. 355, 45 P.3d 352 (Ct. App. 2002).* <https://www.courtlistener.com/opinion/2638678/varsity-gold-inc-v-porzio/#:~:text=The%20court%20explained%20that%2C%20while,add%20provisions%20or%20rewrite%20them.>
+
+[^q11-henderson-forum]: **Henderson v. Moskowitz** — "We decline to adopt that doctrine with regard to forum selection clauses, holding that the provisions of the contract control and that other established doctrines providing non-signatories with benefits under a contract are ample." *Henderson v. Moskowitz (Ariz. Nov. 28, 2025).* <https://www.courtlistener.com/opinion/10743771/henderson-v-hon-moskowitzsullivan/#:~:text=We%20decline%20to%20adopt%20that,under%20a%20contract%20are%20ample.>
+
+[^qcol-pathway-policy]: **Pathway Medical Technologies, Inc. v. Nelson** — "Arizona law does not approve of broad non-compete provisions." *Pathway Medical Technologies, Inc. v. Nelson, No. CV11-0857-PHX-DGC, 2011 WL 4543928 (D. Ariz. Sept. 30, 2011).* <https://scholar.google.com/scholar_case?case=17995886739076358627>
+
+[^qcol-pathway-187]: **Pathway Medical Technologies, Inc. v. Nelson** — "the Agreement's choice of Washington law likely is not enforceable under Restatement section 187(2)(b)." *Pathway Medical Technologies, Inc. v. Nelson, No. CV11-0857-PHX-DGC, 2011 WL 4543928 (D. Ariz. Sept. 30, 2011).* <https://scholar.google.com/scholar_case?case=17995886739076358627>
+
+[^q12-ars-12-341-fees]: **A.R.S. § 12-341.01** — "In any contested action arising out of a contract, express or implied, the court may award the successful party reasonable attorney fees." *A.R.S. § 12-341.01(A).* <https://www.azleg.gov/ars/12/00341-01.htm>
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+[^q13-hb2361]: **Arizona HB 2361 (2026)** — "As a condition of employment, it is unlawful for a public or private employer to require a current or prospective employee to agree to a noncompete clause." *Ariz. H.B. 2361, 57th Leg., 2d Reg. Sess. (2026).* <https://www.azleg.gov/legtext/57leg/2R/bills/HB2361P.htm>
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+[^q13-hb2589]: **Arizona HB 2589 (2025)** — "As a condition of employment, it is unlawful for a public or private employer to require a current or prospective employee to agree to a noncompete clause." *Ariz. H.B. 2589, 57th Leg., 1st Reg. Sess. (2025).* <https://www.azleg.gov/legtext/57leg/1R/bills/HB2589P.htm>