open-agreements 0.7.6 → 0.7.7

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

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+---
+jurisdiction: "Northern Mariana Islands"
+slug: cnmi
+countryCode: US
+snapshotAsOf: "2026-06-08"
+lastReviewed: "2026-06-03"
+canonicalUrl: https://openagreements.org/legal/non-compete/cnmi
+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/cnmi · **Snapshot as of:** 2026-06-08 · License: CC BY 4.0 · © UseJunior
+
+# Non-Competes in the Northern Mariana Islands[^about]
+
+The CNMI has no non-compete statute; post-employment covenants are enforceable only if they are reasonable under Restatement (Second) of Contracts § 188, which the rules-of-decision statute 7 CMC § 3401 imports as Commonwealth law, and the one on-point decision denied a preliminary injunction against two former medical-transport employees on Saipan.
+
+
+## At a glance
+
+| Question | Northern Mariana Islands |
+| --- | --- |
+| **Are non-competes enforceable?** | Allowed if reasonable |
+| **Bottom line** | The CNMI has no non-compete statute; a post-employment covenant is enforceable only if reasonable under Restatement (Second) of Contracts § 188, which 7 CMC § 3401 imports as Commonwealth law, and the one on-point federal order denied an injunction in a small-island healthcare context. |
+| **Main law or case** | 7 CMC § 3401 (importing Restatement (Second) of Contracts § 188); August Healthcare Grp., LLC v. Manglona |
+| **Main exceptions** | No statutory carve-outs; small-island public-interest and hardship factors weigh heavily against healthcare/specialist covenants |
+| **Can a court narrow it?** | Unsettled |
+| **Applies to contractors?** | Unclear |
+| **Restriction extended during a breach?** | Silent — rely on an explicit tolling clause kept within § 188 reasonableness |
+| **Maximum length set by law** | No statutory limit |
+
+## Are employee non-compete agreements enforceable in the CNMI? {#employee-noncompetes}
+
+**Short answer.** Sometimes. The Commonwealth of the Northern Mariana Islands has no statute that governs non-competes. When local written law is silent, the Commonwealth's rules-of-decision statute makes the Restatements the rules of decision [^cmc-3401], so a post-employment covenant is enforceable only if it is reasonable under Restatement (Second) of Contracts § 188.
+
+The CNMI is not a per se ban jurisdiction like California or North Dakota, and it is not a statutory-reasonableness jurisdiction either. There is no Commonwealth Code provision that regulates, restricts, or bans employee non-competes. The only court to address one said so directly and routed the analysis to the Restatement [^aug-no-statute].
+
+"There is no specific law, statute, or custom in the CNMI governing covenants not to compete."[^aug-no-statute]
+
+That statutory silence is load-bearing. Under 7 CMC § 3401, the rules of the common law as expressed in the Restatements of the Law are the rules of decision in Commonwealth courts whenever written law and local customary law are silent. The federal court applying CNMI law in *August Healthcare Group, LLC v. Manglona* therefore treated the Restatement (Second) of Contracts as controlling and decided the covenant under it [^aug-restatements].
+
+One caveat frames everything below: *August Healthcare* is a federal district-court order denying a preliminary injunction, and no CNMI Supreme Court decision has yet resolved a private employee non-compete on the merits. The governing framework is thus a statutory directive applied by one federal court, not a body of settled Commonwealth appellate precedent.
+
+## What test must a CNMI non-compete satisfy? {#reasonableness-test}
+
+**Short answer.** The Restatement (Second) of Contracts § 188 rule of reason. A covenant is unreasonable, and unenforceable, if it is greater than is needed to protect a legitimate employer interest, or if that need is outweighed by the hardship to the employee and the likely injury to the public [^aug-188].
+
+This is a two-sided balancing test, not a checklist of fixed limits. An employer must first identify a legitimate interest and tailor the restraint to it; even a narrowly tailored restraint can still fail if the burden on the employee and the harm to the public outweigh the employer's need. The court in *August Healthcare* quoted the black-letter text of § 188 and applied it as Commonwealth law.
+
+"A promise to refrain from competition that imposes a restraint that is ancillary to an otherwise valid transaction or relationship is unreasonably in restraint of trade if (a) the restraint is greater than is needed to protect the promisee's legitimate interest, or (b) the promisee's need is outweighed by the hardship to the promisor and the likely injury to the public."[^aug-188]
+
+Because the limits are judge-made through the Restatement rather than set by a code section, there is no statutory ceiling on duration or geography to anchor a covenant. Reasonableness is decided case by case, which makes the CNMI's small-island context, addressed in the sections below, central to the analysis.
+
+## What consideration supports a CNMI non-compete? {#consideration}
+
+**Short answer.** This is unsettled. The only CNMI covenant decision expressly declined to decide whether continued employment alone is sufficient consideration for a non-compete, so no CNMI authority answers the question [^aug-saves].
+
+In *August Healthcare*, an employee argued, relying on Washington case law, that a non-compete signed months after employment begins is invalid without fresh, independent consideration. The federal court acknowledged the dispute but resolved the motion on reasonableness grounds alone and left consideration for a future case.
+
+"At this stage of the proceedings, this Court finds that the application of Section 188 of the Restatement is sufficient to address St. Michael's request for a preliminary injunction and saves the issue of consideration for another day."[^aug-saves]
+
+Mainland courts are split: many treat continued at-will employment as sufficient consideration, while a substantial minority require something more, such as a bonus, a promotion, or specialized training. Because the CNMI has not chosen a side, the conservative course is to provide independent, bargained-for consideration when a covenant is imposed on a current employee.
+
+> [!NOTE]
+> **Practice note.**
+>
+> Do not assume continued employment will support a mid-employment covenant. The CNMI has not decided the consideration question, so give independent, bargained-for consideration, such as a promotion or a bonus, when an existing employee signs a non-compete [^aug-saves].
+
+## Will CNMI courts narrow an overbroad non-compete? {#court-narrowing}
+
+**Short answer.** There is no direct CNMI authority. Whether a Commonwealth court would blue-pencil or equitably reform an overbroad employment covenant, rather than void it, is a question of first impression [^pang-gapfill].
+
+The probable doctrinal path runs through the Restatement. Section 3401 directs courts to fill gaps with the common law as expressed in the Restatements, and the CNMI Supreme Court has described that cascade: courts first look to local written law, and where it is lacking, the Restatement fills the gaps. The likely argument from there is Restatement (Second) of Contracts § 184, which lets a court enforce the reasonable remainder of an otherwise overbroad agreement — but that is the route an employer would have to urge, not a rule any CNMI court has adopted.
+
+"To the extent local written law is lacking, the Restatement fills the gaps."[^pang-gapfill]
+
+But no CNMI court has applied § 184 to reform an employment non-compete, and *August Healthcare* did not reach the question because it denied relief on reasonableness grounds. An employer therefore cannot count on judicial salvage of an aggressive covenant.
+
+> [!CAUTION]
+> **Drafting note.**
+>
+> Draft to a reasonable scope from the outset. Because reformation of an overbroad employment covenant is an unresolved question in the CNMI, a court may void a covenant that reaches too far rather than narrow it [^pang-gapfill].
+
+## How does the CNMI treat NDAs, non-solicits, and customer lists? {#trade-secrets-nonsolicit}
+
+**Short answer.** It depends on the restraint. A non-solicitation covenant restrains competition and is judged by the same Restatement § 188 reasonableness standard as a non-compete. Confidentiality and trade-secret protection instead run through common-law trade-secret principles: in *August Healthcare* the court analyzed the employer's customer list under common-law trade-secret factors and found it was not necessarily a protectable trade secret, because Saipan is a small market where the relevant customers are readily observable [^aug-not-trade-secret].
+
+The protectable-interest analysis is where the employer's claim failed in *August Healthcare*. The court reasoned that on Saipan the names of those needing the employer's services would be public knowledge, so a confidentiality or non-solicitation restraint built around that list could not protect a genuine secret.
+
+"While a customer list and data can be considered trade secrets, Defendants make a convincing argument that Saipan is such a small community that the names of those needing healthcare transportation services would be public knowledge."[^aug-customer-list]
+
+A non-solicitation clause is generally easier to justify than a flat non-compete because it restrains less, but it still must protect a real interest. Where the customer base is common knowledge on a small island, even a narrowly framed non-solicit may not survive § 188.
+
+> [!NOTE]
+> **Practice note.**
+>
+> Do not assume a customer list is a trade secret in a small island market. The court in *August Healthcare* found the employer's list was not necessarily a trade secret because the customers were readily observable on Saipan [^aug-not-trade-secret].
+
+## Are healthcare and specialist non-competes harder to enforce? {#healthcare-public-interest}
+
+**Short answer.** Likely, though the law is thin. The only CNMI covenant decision shows both limbs of § 188 — the hardship to the employee and the injury to the public — weighing heavily against enforcement in a small island economy. In *August Healthcare* the court declined to preliminarily enjoin two former emergency medical-transport employees from joining a competitor, finding there were no other private medical providers on Saipan and that an injunction would deprive them of their livelihood [^aug-no-providers].
+
+A preliminary injunction is the usual enforcement tool, and in federal court it is an extraordinary remedy measured against a four-factor test of likelihood of success, irreparable harm, the balance of equities, and the public interest [^aug-extraordinary][^aug-four-prong]. On the facts of *August Healthcare* those factors cut against the employer: enjoining the workers would deprive skilled employees of their livelihood and remove the employer's only competitor from the market, while the lost-customer harm was small and calculable [^aug-deprive].
+
+"There are no other private medical service providers on Saipan to hire employees with their specialized skills."[^aug-no-providers]
+
+That outcome is narrow in two respects. The court found the employer had produced a signed non-compete for only one of the two employees and none for the other, so the denial did not rest solely on covenant reasonableness. And it is a single fact-specific federal order, not a CNMI appellate rule. Even so, the same public-interest logic would likely make a physician, nurse, or other specialist non-compete hard to enforce where the restraint would remove the only local provider — a strong inference to plan around, not settled law.
+
+## Does the restricted period toll or extend if the employee breaches? {#tolling}
+
+**Short answer.** CNMI primary law is silent. No Commonwealth statute or decision approves or rejects pausing or extending a non-compete during a period of breach or pending litigation, so the question is genuinely open. A contractual tolling clause is the safer route, but any extension must still leave the total restraint reasonable under § 188 [^tolling-188].
+
+Because there is no CNMI authority on point, an employer should not assume a court will pause the clock while litigation runs. The nearest guidance is persuasive only. In *EMC Corp. v. Arturi*, the First Circuit, applying Massachusetts law, refused to equitably extend a covenant after its term expired and observed that the employer could have contracted for tolling instead.
+
+"Being forewarned, EMC could have contracted, as the district judge noted, for tolling the term of the restriction during litigation, or for a period of restriction to commence upon preliminary finding of breach."[^emc-tolling]
+
+*EMC* is not CNMI law, and it cuts in two directions: it supports drafting an explicit tolling clause, but it also shows courts are reluctant to rewrite the calendar themselves. Under § 188, even a contractual extension is vulnerable if it pushes the effective duration past what is reasonable to protect the employer.
+
+> [!CAUTION]
+> **Drafting note.**
+>
+> If you want the clock to pause during a breach, say so in the contract. CNMI courts have not decided whether they will extend a covenant equitably, so rely on an explicit tolling clause, and keep the maximum extended duration reasonable so the extension itself does not make the covenant unenforceable under § 188 [^emc-tolling][^tolling-188].
+
+## What recent developments should employers monitor? {#recent-developments}
+
+**Short answer.** As of June 3, 2026, the framework is stable. No CNMI statute has displaced the analysis that runs from 7 CMC § 3401 to Restatement § 188, and the CNMI Supreme Court reaffirmed that the Restatements are the Commonwealth's rules of decision in 2024 [^pang-current].
+
+Two widely publicized changes do not reach the CNMI on their own force. The federal FTC Non-Compete Rule is not in effect, so it does not displace the Commonwealth analysis. And mainland state bans, such as California's and Washington's, have no jurisdictional reach in the CNMI on their own force; they matter only if a contract's choice-of-law clause imports another state's law.
+
+The practical takeaway is stability with a thin margin. Because the framework is judge-made, the most reliable signal of change would be a new CNMI Supreme Court or federal decision deciding one of the open questions, consideration, reformation, or tolling, rather than a bill.
+
+[^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 Northern Mariana Islands. This article synthesizes Northern Mariana Islands primary law and is not legal advice from a Northern Mariana Islands-admitted attorney. This article is for informational purposes only and does not create an attorney-client relationship.
+
+[^cmc-3401]: **7 CMC § 3401** — "In all proceedings, the rules of the common law, as expressed in the restatements of the law approved by the American Law Institute and, to the extent not so expressed as generally understood and applied in the United States, shall be the rules of decision in the courts of the Commonwealth, in the absence of written law or local customary law to the contrary" *7 CMC § 3401.* <https://cnmilaw.org/pdf/cmc_section/T7/3401.pdf>
+
+[^aug-no-statute]: **August Healthcare Group, LLC v. Manglona** — "There is no specific law, statute, or custom in the CNMI governing covenants not to compete." *August Healthcare Grp., LLC v. Manglona, No. 1:12-cv-00008, 2012 WL 12926085 (D. N. Mar. I. Oct. 12, 2012).* <https://www.govinfo.gov/app/details/USCOURTS-nmid-1_12-cv-00008>
+
+[^aug-restatements]: **August Healthcare Group, LLC v. Manglona** — "In the absence of written law or local customary law, the CNMI looks to the United States common law as expressed in the Restatements." *August Healthcare Grp., LLC v. Manglona, No. 1:12-cv-00008, 2012 WL 12926085 (D. N. Mar. I. Oct. 12, 2012).* <https://www.govinfo.gov/app/details/USCOURTS-nmid-1_12-cv-00008>
+
+[^aug-188]: **August Healthcare Group, LLC v. Manglona** — "A promise to refrain from competition that imposes a restraint that is ancillary to an otherwise valid transaction or relationship is unreasonably in restraint of trade if (a) the restraint is greater than is needed to protect the promisee's legitimate interest, or (b) the promisee's need is outweighed by the hardship to the promisor and the likely injury to the public." *August Healthcare Grp., LLC v. Manglona, No. 1:12-cv-00008, 2012 WL 12926085 (D. N. Mar. I. Oct. 12, 2012).* <https://www.govinfo.gov/app/details/USCOURTS-nmid-1_12-cv-00008>
+
+[^aug-saves]: **August Healthcare Group, LLC v. Manglona** — "At this stage of the proceedings, this Court finds that the application of Section 188 of the Restatement is sufficient to address St. Michael's request for a preliminary injunction and saves the issue of consideration for another day." *August Healthcare Grp., LLC v. Manglona, No. 1:12-cv-00008, 2012 WL 12926085 (D. N. Mar. I. Oct. 12, 2012).* <https://www.govinfo.gov/app/details/USCOURTS-nmid-1_12-cv-00008>
+
+[^pang-gapfill]: **Pangelinan v. Pangelinan** — "first look to local written law, which includes our case law adopting and/or adapting Restatement provisions. To the extent local written law is lacking, the Restatement fills the gaps." *Pangelinan v. Pangelinan, 2024 MP 5.* <https://www.courtlistener.com/opinion/10124676/pangelinan-v-pangelinan/#:~:text=first%20look%20to%20local%20written,the%20Restatement%20fills%20the%20gaps.>
+
+[^aug-not-trade-secret]: **August Healthcare Group, LLC v. Manglona** — "Therefore, the list of customers is not necessarily a trade secret in the industry." *August Healthcare Grp., LLC v. Manglona, No. 1:12-cv-00008, 2012 WL 12926085 (D. N. Mar. I. Oct. 12, 2012).* <https://www.govinfo.gov/app/details/USCOURTS-nmid-1_12-cv-00008>
+
+[^aug-customer-list]: **August Healthcare Group, LLC v. Manglona** — "While a customer list and data can be considered trade secrets, Defendants make a convincing argument that Saipan is such a small community that the names of those needing healthcare transportation services would be public knowledge." *August Healthcare Grp., LLC v. Manglona, No. 1:12-cv-00008, 2012 WL 12926085 (D. N. Mar. I. Oct. 12, 2012).* <https://www.govinfo.gov/app/details/USCOURTS-nmid-1_12-cv-00008>
+
+[^aug-no-providers]: **August Healthcare Group, LLC v. Manglona** — "There are no other private medical service providers on Saipan to hire employees with their specialized skills." *August Healthcare Grp., LLC v. Manglona, No. 1:12-cv-00008, 2012 WL 12926085 (D. N. Mar. I. Oct. 12, 2012).* <https://www.govinfo.gov/app/details/USCOURTS-nmid-1_12-cv-00008>
+
+[^aug-extraordinary]: **August Healthcare Group, LLC v. Manglona** — "A preliminary injunction is an extraordinary remedy never awarded as of right." *August Healthcare Grp., LLC v. Manglona, No. 1:12-cv-00008, 2012 WL 12926085 (D. N. Mar. I. Oct. 12, 2012).* <https://www.govinfo.gov/app/details/USCOURTS-nmid-1_12-cv-00008>
+
+[^aug-four-prong]: **August Healthcare Group, LLC v. Manglona** — "The plaintiff must establish that (1) plaintiff is likely to succeed on the merits, (2) plaintiff is likely to suffer irreparable harm in the absence of a preliminary injunction, (3) the balance of equities tips in plaintiff's favor, and (4) a preliminary injunction is in the public interest." *August Healthcare Grp., LLC v. Manglona, No. 1:12-cv-00008, 2012 WL 12926085 (D. N. Mar. I. Oct. 12, 2012).* <https://www.govinfo.gov/app/details/USCOURTS-nmid-1_12-cv-00008>
+
+[^aug-deprive]: **August Healthcare Group, LLC v. Manglona** — "An injunction that bars Pelisamen and Takai from working for Priority Care would deprive the men of the ability to earn their livelihood in a highly specialized sector of health care on Saipan." *August Healthcare Grp., LLC v. Manglona, No. 1:12-cv-00008, 2012 WL 12926085 (D. N. Mar. I. Oct. 12, 2012).* <https://www.govinfo.gov/app/details/USCOURTS-nmid-1_12-cv-00008>
+
+[^tolling-188]: **August Healthcare Group, LLC v. Manglona** — "A promise to refrain from competition that imposes a restraint that is ancillary to an otherwise valid transaction or relationship is unreasonably in restraint of trade if (a) the restraint is greater than is needed to protect the promisee's legitimate interest, or (b) the promisee's need is outweighed by the hardship to the promisor and the likely injury to the public." *August Healthcare Grp., LLC v. Manglona, No. 1:12-cv-00008, 2012 WL 12926085 (D. N. Mar. I. Oct. 12, 2012).* <https://www.govinfo.gov/app/details/USCOURTS-nmid-1_12-cv-00008>
+
+[^emc-tolling]: **EMC Corp. v. Arturi** — "Being forewarned, EMC could have contracted, as the district judge noted, for tolling the term of the restriction during litigation, or for a period of restriction to commence upon preliminary finding of breach." *EMC Corp. v. Arturi, 655 F.3d 75 (1st Cir. 2011).* <https://www.courtlistener.com/opinion/612666/emc-corp-v-arturi/#:~:text=Being%20forewarned%2C%20EMC%20could%20have,upon%20preliminary%20finding%20of%20breach.>
+
+[^pang-current]: **Pangelinan v. Pangelinan** — "shall be the rules of decision in the courts of the Commonwealth, in the absence of written law or local customary law to the contrary." *Pangelinan v. Pangelinan, 2024 MP 5.* <https://www.courtlistener.com/opinion/10124676/pangelinan-v-pangelinan/#:~:text=shall%20be%20the%20rules%20of,customary%20law%20to%20the%20contrary.>

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

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+---
+jurisdiction: "Colorado"
+slug: colorado
+countryCode: US
+snapshotAsOf: "2026-06-08"
+lastReviewed: "2026-06-03"
+canonicalUrl: https://openagreements.org/legal/non-compete/colorado
+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/colorado · **Snapshot as of:** 2026-06-08 · License: CC BY 4.0 · © UseJunior
+
+# Non-Competes in Colorado[^about]
+
+Colorado makes most employee non-competes and customer non-solicits void by statute, allowing them only for highly compensated workers protecting trade secrets and banning them outright for health-care providers.
+
+
+## At a glance
+
+| Question | Colorado |
+| --- | --- |
+| **Are non-competes enforceable?** | Allowed above a pay level |
+| **Bottom line** | Colorado voids most employee non-competes and customer non-solicits, allowing a non-compete only against a highly compensated worker ($130,014 in 2026) to protect trade secrets, and banning them entirely for health-care providers. |
+| **Main law or case** | C.R.S. § 8-2-113 |
+| **Main exceptions** | Health-care provider ban (eff. Aug 6, 2025, SB 25-083); sale-of-business; reasonable confidentiality; capped training-repayment |
+| **When the ban took effect** | Aug 10, 2022 (covenants entered or renewed on/after; HB 22-1317) |
+| **Can a court narrow it?** | Unsettled |
+| **Applies to contractors?** | Unclear |
+| **Restriction extended during a breach?** | Open question — threshold must be met at enforcement, cutting against extension |
+| **Maximum length set by law** | No general duration limit |
+
+## Are employee non-compete agreements enforceable in Colorado? {#enforceability}
+
+**Short answer.** Usually no. For covenants entered into or renewed on or after August 10, 2022, Colorado law makes any covenant not to compete that restricts a person's right to earn compensation for labor void unless it fits a narrow statutory exception [^crs-void-rule][^crs-training-exception].
+
+The governing statute is C.R.S. § 8-2-113. Subsection (2)(a) voids covenants not to compete as the baseline rule, and the enforcing employer bears the burden of fitting the covenant into an exception [^crs-void-rule][^phoenix-employer-burden].
+
+The statute leaves a limited set of covenants in play: non-competes and customer non-solicits for highly compensated workers tailored to protect trade secrets, sale-of-business covenants, reasonable confidentiality provisions, and capped training-repayment provisions [^crs-hcw-exception][^crs-training-exception].
+
+A covenant that fits a statutory exception is not automatically enforceable. It still must be for the protection of trade secrets and no broader than reasonably necessary, and the separate-notice rule and the other limits described below still apply [^crs-hcw-exception].
+
+"Except as provided in subsections (2)(b) and (3) of this section, any covenant not to compete that restricts the right of any person to receive compensation for performance of labor for any employer is void."[^crs-void-rule]
+
+## When can a Colorado employer use a non-compete or customer non-solicit agreement? {#highly-compensated-threshold}
+
+**Short answer.** Only for a highly compensated worker, to protect trade secrets. A non-compete is permitted only against a worker whose annualized cash compensation meets the highly compensated worker threshold — $130,014 in 2026 — and a customer non-solicit needs at least 60% of that threshold, $78,008.40 in 2026 [^crs-hcw-threshold][^crs-customer-nonsolicit-threshold][^paycalc-hcw-threshold][^ebg-2026-thresholds].
+
+The worker must meet the threshold both when the covenant is signed and when it is enforced, and the covenant must protect trade secrets and be no broader than reasonably necessary [^crs-hcw-threshold]. The controlling figure is the greater of the August 10, 2022 amount or the amount in effect when the covenant is executed, so a covenant is tested against its execution-year threshold, not necessarily the current year [^crs-threshold-execution-year]. The threshold is reset annually by the Colorado Department of Labor and Employment's PAY CALC Order, which sets the 2026 highly compensated employee figure at $130,014 [^paycalc-hcw-threshold]. The customer-non-solicit threshold is then derived as 60% of that figure [^ebg-2026-thresholds].
+
+The customer non-solicit threshold is pegged to 60% of the same number, and a customer non-solicit must likewise be no broader than reasonably necessary to protect trade secrets [^crs-customer-nonsolicit-threshold].
+
+These thresholds do not help with health-care providers. Senate Bill 25-083 added the same carve-out to both the non-compete and the customer-non-solicit exceptions, so a covenant restricting the practice of medicine, advanced practice registered nursing, or dentistry is void regardless of compensation [^threshold-health-care-exclusion].
+
+> [!NOTE]
+> **Practice note.**
+>
+> Earning above the threshold is necessary but not sufficient. Even for a worker far above $130,014, a Colorado non-compete must still be tied to the protection of specific trade secrets and drafted no broader than reasonably necessary — general goodwill or ordinary customer relationships will not support it [^crs-hcw-threshold][^crs-customer-nonsolicit-threshold].
+
+## What notice must a Colorado employer give before a non-compete? {#notice-requirements}
+
+**Short answer.** A separate, signed written notice, on a strict timeline. Even a covenant that fits an exception is void unless the employer gives the worker a separate written notice — before a prospective worker accepts the job, or at least fourteen days before the covenant or new consideration takes effect for a current worker [^crs-notice-timing][^crs-notice-separate-document].
+
+The notice must be a standalone document, written in clear and conspicuous terms in the language the parties use, identify the agreement by name, point the worker to the covenant, and be signed by the worker [^crs-notice-separate-document].
+
+> [!CAUTION]
+> **Drafting note.**
+>
+> Do not bury a Colorado non-compete inside an offer letter or omnibus agreement presented for immediate signature. For a current employee, deliver the separate, signed notice at least fourteen days before the covenant's effective date or before any raise or change that serves as consideration — a defect in the notice voids the covenant on its own [^crs-notice-timing][^crs-notice-separate-document].
+
+## Are non-competes enforceable against Colorado physicians and other health-care providers? {#health-care-providers}
+
+**Short answer.** No, for agreements entered into or renewed on or after August 6, 2025. Senate Bill 25-083 makes non-competes and customer non-solicits void for health-care providers — physicians, advanced practice registered nurses, certified midwives, and dentists — regardless of compensation [^sb25083-health-care-carveout][^sb25083-health-care-provider-definition].
+
+The highly compensated worker exception no longer rescues a covenant that restricts the practice of medicine, advanced practice registered nursing, or dentistry, so these providers cannot be bound even if they earn well above the wage threshold [^sb25083-health-care-carveout].
+
+Colorado previously allowed physician agreements to require liquidated damages tied to a competitive departure, even though an outright practice restraint was void. SB 25-083 removed that path for the listed providers and added patient-communication protections, so a covenant is void if it prevents a departing provider from telling patients about the provider's continuing practice, new contact information, or the patient's right to choose their provider [^sb25083-health-care-carveout][^sb25083-patient-communication].
+
+> [!NOTE]
+> **Practice note.**
+>
+> Do not rely on the older physician rule that allowed liquidated-damages clauses in place of a non-compete. For health-care providers under agreements entered into or renewed on or after August 6, 2025, the covenant is void regardless of compensation, and a clause restricting patient communications is separately void [^sb25083-health-care-carveout][^sb25083-patient-communication].
+
+## Are sale-of-business non-competes enforceable in Colorado, including for minority owners? {#sale-of-business}
+
+**Short answer.** Yes, with a new cap for minority owners. A covenant tied to the purchase and sale of a business or its assets is a statutory exception, but for an owner who holds a minority share received as equity compensation, SB 25-083 caps the non-compete's duration by a formula [^crs-sale-of-business][^sb25083-minority-owner-formula].
+
+The cap applies to a minority owner who received the ownership share as equity compensation or otherwise in connection with services rendered. For such an owner, the maximum duration in years equals the total consideration the owner received from the sale divided by the owner's average annualized cash compensation from the business over the preceding two years (or the owner's tenure, if shorter) [^sb25083-minority-owner-formula]. So a qualifying minority owner who received $50,000 from the sale and averaged $100,000 in annual compensation could be bound for at most half a year.
+
+> [!CAUTION]
+> **Drafting note.**
+>
+> Do not reuse a flat multi-year sale-of-business term for a minority owner who took equity as compensation for services. Calculate the maximum duration from the statutory ratio of sale consideration to average annual compensation, and size the covenant to that cap [^sb25083-minority-owner-formula].
+
+## Can a Colorado employer recover training costs through a repayment agreement (TRAP)? {#training-repayment}
+
+**Short answer.** Only within strict limits. A training-repayment provision is permitted only when the training is distinct from normal on-the-job training and meets the attorney general's rules on transferability of the training or credential, and the recoverable amount is capped at reasonable costs that decrease over two years [^crs-traps].
+
+If the employer overreaches, the attorney general can recover three times the amount of any recovery or attempted recovery on an unlawful training-repayment provision [^crs-traps-treble].
+
+> [!NOTE]
+> **Practice note.**
+>
+> Do not treat ordinary onboarding or routine skills training as recoverable. A Colorado training-repayment provision is enforceable only for training distinct from normal on-the-job training that satisfies the attorney general's transferability rules, and an unlawful attempt to recover exposes the employer to treble damages [^crs-traps][^crs-traps-treble].
+
+## Are confidentiality and nondisclosure covenants still allowed in Colorado? {#confidentiality-covenants}
+
+**Short answer.** Yes. A reasonable confidentiality provision relevant to the employer's business is expressly permitted and is not treated as a void non-compete [^crs-confidentiality].
+
+The carve-out has limits built in: a confidentiality provision cannot bar the worker from disclosing information that arises from the worker's general training, knowledge, skill, or experience, information readily ascertainable to the public, or information the worker has a right to disclose as legally protected conduct [^crs-confidentiality].
+
+> [!CAUTION]
+> **Drafting note.**
+>
+> Do not draft a confidentiality clause so broadly that it functions as a non-compete. Keep it to genuine confidential information and trade secrets, and preserve the worker's right to use general skills and knowledge and to make legally protected disclosures, or the clause risks being treated as a void restraint [^crs-confidentiality].
+
+## What are the penalties for presenting or enforcing a void Colorado non-compete? {#penalties}
+
+**Short answer.** Significant. An employer that enters into, presents, or tries to enforce a void covenant is liable for actual damages plus a penalty of $5,000 per worker or prospective worker harmed, and faces enforcement by both private plaintiffs and the attorney general [^crs-prohibited-conduct][^crs-penalty].
+
+A harmed worker can recover actual damages, reasonable costs, and attorney fees, and the attorney general can seek injunctive relief and penalties [^crs-penalty]. Separately, using force, threats, or intimidation to keep a person from a lawful occupation is a class 2 misdemeanor [^crs-misdemeanor].
+
+> [!NOTE]
+> **Practice note.**
+>
+> The penalty attaches to merely presenting a void covenant, not just to suing on one. Before asking a Colorado worker to sign, confirm the worker meets the compensation threshold, the covenant protects trade secrets, the worker is not a covered health-care provider, and the notice rule is satisfied — because an unlawful presentation alone can trigger the $5,000-per-worker penalty [^crs-prohibited-conduct][^crs-penalty].
+
+## Can another state's law or court govern a Colorado worker's non-compete? {#choice-of-law}
+
+**Short answer.** No, for a Colorado-based worker. If the worker primarily resided and worked in Colorado at termination, Colorado law governs the covenant's enforceability and the worker cannot be required to litigate enforceability outside Colorado, regardless of any contrary contract clause [^crs-choice-of-law][^crs-venue].
+
+This forecloses the common strategy of using a Delaware or New York choice-of-law clause and an out-of-state forum to escape Colorado's limits for a Colorado employee [^crs-choice-of-law].
+
+## Is continued at-will employment enough consideration for a Colorado non-compete? {#continued-employment-consideration}
+
+**Short answer.** Yes. Under *Lucht's Concrete Pumping, Inc. v. Horner*, an employer that forbears from terminating an existing at-will employee gives adequate consideration for a non-compete signed after employment begins [^luchts-continued-employment].
+
+That common-law rule survives the statute, but it now operates alongside the procedural rules: for a current worker, the employer still must give the separate fourteen-day notice before the covenant or its consideration takes effect [^luchts-continued-employment][^crs-consideration-notice].
+
+## Will a Colorado court blue-pencil or narrow an overbroad non-compete? {#court-narrowing}
+
+**Short answer.** Do not count on it. Colorado courts have discretion to blue-pencil an overbroad covenant but are not required to, and parties cannot contractually force a court to rewrite one [^twentythree-ltd-discretion][^twentythree-ltd-no-contractual-compulsion].
+
+In *23 LTD v. Herman*, the court explained that it is not a court's function to rewrite a contract to enable enforcement of terms that violate Colorado public policy, and a severability clause cannot compel the court to do so [^twentythree-ltd-no-rewrite][^twentythree-ltd-no-contractual-compulsion]. The risk is compounded by the penalty regime: because merely presenting a void covenant is unlawful, an employer cannot safely assume a court will trim an overbroad covenant into a lawful one [^crs-present-void-narrowing].
+
+> [!CAUTION]
+> **Drafting note.**
+>
+> Draft scope, duration, and geography to the minimum the trade-secret interest actually requires, and use separable tiers rather than an aggressive savings clause. A Colorado court may decline to narrow an overbroad covenant, and presenting a void covenant carries its own penalty [^twentythree-ltd-no-rewrite][^crs-present-void-narrowing].
+
+## Are employee non-solicitation (no-hire) clauses enforceable in Colorado? {#employee-nonsolicitation}
+
+**Short answer.** Unsettled, but better supported than customer non-solicits. The statute pegs customer non-solicits to the 60% threshold but is silent on agreements not to solicit a former employer's employees, and *Phoenix Capital, Inc. v. Dowell* treated an employee non-solicit as a lesser restraint that can survive even when the non-compete is invalid [^phoenix-employee-nonsolicit][^phoenix-livelihood-distinction].
+
+*Phoenix* reasoned that, unlike a customer non-solicit, an agreement not to solicit a former employer's employees does not impair the worker's own ability to make a living, so it can be enforceable despite an invalid non-compete [^phoenix-livelihood-distinction][^phoenix-conclusion-distinction].
+
+> [!NOTE]
+> **Practice note.**
+>
+> *Phoenix* predates the 2022 overhaul and the attorney general's active scrutiny of no-poach practices. Treat an overbroad employee no-hire clause as a litigation risk if it functions as a de facto restraint on worker mobility, and keep it limited to active solicitation tied to a legitimate interest [^phoenix-employee-nonsolicit][^crs-customer-nonsolicit-silence].
+
+## Does a Colorado non-compete toll or extend during breach or litigation? {#tolling-extension}
+
+**Short answer.** This is an open Colorado question, and the statute's structure cuts against automatic extension. No Colorado statute or appellate decision endorses automatically tolling or extending the restricted period during a breach or while litigation is pending [^phoenix-no-extension][^crs-enforced-time].
+
+The best Colorado authority points toward caution. In *Phoenix Capital, Inc. v. Dowell*, the court found no error in refusing to extend a preliminary injunction beyond the one-year term the parties had specified [^phoenix-no-extension]. And the statute requires the worker to meet the compensation threshold both when the covenant is entered into and when it is enforced, so a covenant whose enforcement is pushed later must still satisfy the statute at that later time [^crs-enforced-time].
+
+> [!NOTE]
+> **Practice note.**
+>
+> Open question: Colorado law is unsettled on whether an extension-on-breach clause is enforceable after the stated restricted period runs. Do not assume a court will toll or extend an expired Colorado covenant, and remember that a covenant must still meet the statutory threshold at the time of enforcement [^phoenix-no-extension][^crs-enforced-time].
+
+## What are the key recent developments in Colorado non-compete law? {#recent-developments}
+
+**Short answer.** Colorado has tightened its non-compete law in four steps since 2022, moving from a title-based exception regime to objective wage thresholds, then to training-repayment and health-care restrictions [^dev-misdemeanor][^dev-hb22-1317][^dev-hb24-1324][^dev-sb25-083].
+
+- 
+- 
+- 
+- 
+
+> [!NOTE]
+> **Practice note.**
+>
+> Because the wage thresholds reset every year and the health-care and minority-owner rules apply to agreements entered into or renewed on or after their effective dates, recheck the current C.R.S. § 8-2-113 text and the latest PAY CALC Order before relying on a Colorado covenant or updating a form [^dev-sb25-083][^ebg-recent-thresholds].
+
+[^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 Colorado. This article synthesizes Colorado primary law and is not legal advice from a Colorado-admitted attorney. This article is for informational purposes only and does not create an attorney-client relationship.
+
+[^crs-void-rule]: **C.R.S. § 8-2-113** — "Except as provided in subsections (2)(b) and (3) of this section, any covenant not to compete that restricts the right of any person to receive compensation for performance of labor for any employer is void." *C.R.S. § 8-2-113(2)(a).* <https://content.leg.colorado.gov/sites/default/files/images/olls/crs2024-title-08.pdf>
+
+[^crs-training-exception]: **C.R.S. § 8-2-113** — "A provision providing for an employer's recovery of the expense of educating and training a worker where the training is distinct from normal, on-the-job training and satisfies any other requirements established by the attorney general, by rule, regarding the transferability of the training or credentialing that is available to the employee as a result of the training." *C.R.S. § 8-2-113(3)(a).* <https://content.leg.colorado.gov/sites/default/files/images/olls/crs2024-title-08.pdf>
+
+[^phoenix-employer-burden]: **Phoenix Capital, Inc. v. Dowell** — "In the preliminary injunction context, the employer has the burden to establish that the covenant not to compete falls within one of those narrow exceptions." *Phoenix Capital, Inc. v. Dowell, 176 P.3d 835 (Colo. App. 2007).* <https://www.courtlistener.com/opinion/2633761/phoenix-capital-inc-v-dowell/#:~:text=In%20the%20preliminary%20injunction%20context%2C,one%20of%20those%20narrow%20exceptions.>
+
+[^crs-hcw-exception]: **C.R.S. § 8-2-113** — "This subsection (2) does not apply to a covenant not to compete governing a person who, at the time the covenant not to compete is entered into and at the time it is enforced, earns an amount of annualized cash compensation equivalent to or greater than the threshold amount for highly compensated workers, if the covenant not to compete is for the protection of trade secrets and is no broader than is reasonably necessary to protect the employer's legitimate interest in protecting trade secrets." *C.R.S. § 8-2-113(2)(b).* <https://content.leg.colorado.gov/sites/default/files/images/olls/crs2024-title-08.pdf>
+
+[^crs-hcw-threshold]: **C.R.S. § 8-2-113** — "This subsection (2) does not apply to a covenant not to compete governing a person who, at the time the covenant not to compete is entered into and at the time it is enforced, earns an amount of annualized cash compensation equivalent to or greater than the threshold amount for highly compensated workers, if the covenant not to compete is for the protection of trade secrets and is no broader than is reasonably necessary to protect the employer's legitimate interest in protecting trade secrets." *C.R.S. § 8-2-113(2)(b).* <https://content.leg.colorado.gov/sites/default/files/images/olls/crs2024-title-08.pdf>
+
+[^crs-customer-nonsolicit-threshold]: **C.R.S. § 8-2-113** — "This subsection (2) does not apply to a covenant not to solicit customers governing a person who, at the time the covenant is entered into and at the time it is enforced, earns an amount of annualized cash compensation equivalent to or greater than sixty percent of the threshold amount for highly compensated workers if the nonsolicitation covenant is no broader than reasonably necessary to protect the employer's legitimate interest in protecting trade secrets." *C.R.S. § 8-2-113(2)(d).* <https://content.leg.colorado.gov/sites/default/files/images/olls/crs2024-title-08.pdf>
+
+[^paycalc-hcw-threshold]: **2026 PAY CALC Order, 7 CCR 1103-14** — "Highly compensated employees (R. 2.2.11) $130,014 annually, and the EAP salary (row E) weekly" *2026 PAY CALC Order, 7 CCR 1103-14, Rule 1.2.1(G) (eff. Feb. 1, 2026).* <https://www.sos.state.co.us/CCR/GenerateRulePdf.do?ruleVersionId=12310&fileName=7+CCR+1103-14>
+
+[^ebg-2026-thresholds]: **Raising the Cost of Noncompetes: 2026 State Noncompete Salary Threshold Changes** — "Effective January 1, 2026, the threshold amount for highly compensated workers is $130,014. Furthermore, an employer cannot subject an employee to a non-solicitation provision where an employee earns less than 60% of the threshold amount for highly compensated workers. Colorado’s 2026 non-solicitation salary threshold is $78,008.40." *Epstein Becker Green, Raising the Cost of Noncompetes: 2026 State Noncompete Salary Threshold Changes (Dec. 10, 2025).* <https://www.tradesecretsandemployeemobility.com/raising-the-cost-of-noncompetes-2026-state-noncompete-salary-threshold-changes>
+
+[^crs-threshold-execution-year]: **C.R.S. § 8-2-113** — "‘Threshold amount for highly compensated workers’ means the greater of the threshold amount for highly compensated workers as determined by the division of labor standards and statistics in the department of labor and employment: (A) As of August 10, 2022; or (B) At the time the covenant not to compete is executed by the parties." *C.R.S. § 8-2-113(2)(c)(II).* <https://content.leg.colorado.gov/sites/default/files/images/olls/crs2024-title-08.pdf>
+
+[^threshold-health-care-exclusion]: **S.B. 25-083 (Limitations on Restrictive Employment Agreements)** — "EXCEPT FOR A COVENANT NOT TO COMPETE THAT RESTRICTS THE PRACTICE OF MEDICINE, THE PRACTICE OF ADVANCED PRACTICE REGISTERED NURSING, OR THE PRACTICE OF DENTISTRY IN THIS STATE, this subsection (2) does not apply to a covenant not to solicit customers" *S.B. 25-083, 75th Gen. Assemb., Reg. Sess. (Colo. 2025) (amending C.R.S. § 8-2-113(2)(d)).* <https://leg.colorado.gov/bills/sb25-083>
+
+[^crs-notice-timing]: **C.R.S. § 8-2-113** — "A current worker at least fourteen days before the earlier of: (A) The effective date of the covenant; or (B) The effective date of any additional compensation or change in the terms or conditions of employment that provides consideration for the covenant." *C.R.S. § 8-2-113(4)(a)(II).* <https://content.leg.colorado.gov/sites/default/files/images/olls/crs2024-title-08.pdf>
+
+[^crs-notice-separate-document]: **C.R.S. § 8-2-113** — "An employer shall provide the notice required in subsection (4)(a) of this section in a separate document from any other covenants between the worker and employer and in clear and conspicuous terms in the language in which the worker and employer communicate about the worker's performance. The notice must be signed by the worker." *C.R.S. § 8-2-113(4)(b).* <https://content.leg.colorado.gov/sites/default/files/images/olls/crs2024-title-08.pdf>
+
+[^sb25083-health-care-carveout]: **S.B. 25-083 (Limitations on Restrictive Employment Agreements)** — "EXCEPT FOR A COVENANT NOT TO COMPETE THAT RESTRICTS THE PRACTICE OF MEDICINE, THE PRACTICE OF ADVANCED PRACTICE REGISTERED NURSING, OR THE PRACTICE OF DENTISTRY IN THIS STATE, this subsection (2) does not apply to a covenant not to compete" *S.B. 25-083, 75th Gen. Assemb., Reg. Sess. (Colo. 2025) (amending C.R.S. § 8-2-113(2)(b)).* <https://leg.colorado.gov/bills/sb25-083>
+
+[^sb25083-health-care-provider-definition]: **S.B. 25-083 (Limitations on Restrictive Employment Agreements)** — "‘HEALTH-CARE PROVIDER’ MEANS AN INDIVIDUAL LICENSED TO ENGAGE IN THE PRACTICE OF MEDICINE, REGISTERED TO ENGAGE IN THE PRACTICE OF ADVANCED PRACTICE REGISTERED NURSING, LICENSED TO PRACTICE AS A CERTIFIED MIDWIFE, OR LICENSED TO ENGAGE IN THE PRACTICE OF DENTISTRY." *S.B. 25-083, 75th Gen. Assemb., Reg. Sess. (Colo. 2025) (adding C.R.S. § 8-2-113(2)(c)(I.3)).* <https://leg.colorado.gov/bills/sb25-083>
+
+[^sb25083-patient-communication]: **S.B. 25-083 (Limitations on Restrictive Employment Agreements)** — "(a) THE HEALTH-CARE PROVIDER'S CONTINUING PRACTICE OF MEDICINE; (b) THE HEALTH-CARE PROVIDER'S NEW PROFESSIONAL CONTACT INFORMATION; OR (c) THE PATIENT'S RIGHT TO CHOOSE A HEALTH-CARE PROVIDER." *S.B. 25-083, 75th Gen. Assemb., Reg. Sess. (Colo. 2025) (adding C.R.S. § 8-2-113(5.5)).* <https://leg.colorado.gov/bills/sb25-083>
+
+[^crs-sale-of-business]: **C.R.S. § 8-2-113** — "A covenant for the purchase and sale of a business or the assets of a business" *C.R.S. § 8-2-113(3)(c).* <https://content.leg.colorado.gov/sites/default/files/images/olls/crs2024-title-08.pdf>
+
+[^sb25083-minority-owner-formula]: **S.B. 25-083 (Limitations on Restrictive Employment Agreements)** — "THE DURATION IN YEARS OF A COVENANT NOT TO COMPETE DESCRIBED IN THIS SUBSECTION (3)(c) MUST NOT EXCEED A NUMBER CALCULATED BY THE TOTAL CONSIDERATION RECEIVED BY THE INDIVIDUAL FROM THE SALE DIVIDED BY THE AVERAGE ANNUALIZED CASH COMPENSATION RECEIVED BY THE INDIVIDUAL FROM THE BUSINESS, INCLUDING INCOME RECEIVED ON ACCOUNT OF THEIR OWNERSHIP INTEREST DURING THE PRECEDING TWO YEARS OR DURING THE PERIOD OF TIME THAT THE INDIVIDUAL WAS AFFILIATED WITH THE BUSINESS, WHICHEVER PERIOD OF TIME IS SHORTER." *S.B. 25-083, 75th Gen. Assemb., Reg. Sess. (Colo. 2025) (amending C.R.S. § 8-2-113(3)(c)).* <https://leg.colorado.gov/bills/sb25-083>
+
+[^crs-traps]: **C.R.S. § 8-2-113** — "A provision providing for an employer's recovery of the expense of educating and training a worker where the training is distinct from normal, on-the-job training and satisfies any other requirements established by the attorney general, by rule, regarding the transferability of the training or credentialing that is available to the employee as a result of the training. The employer's recovery is limited to the reasonable costs of the training and decreases over the course of the two years subsequent to the training" *C.R.S. § 8-2-113(3)(a).* <https://content.leg.colorado.gov/sites/default/files/images/olls/crs2024-title-08.pdf>
+
+[^crs-traps-treble]: **C.R.S. § 8-2-113** — "The attorney general may recover three times the amount of any recovery or attempted recovery by an employer in violation of subsection (3)(a) of this section." *C.R.S. § 8-2-113(8)(b).* <https://content.leg.colorado.gov/sites/default/files/images/olls/crs2024-title-08.pdf>
+
+[^crs-confidentiality]: **C.R.S. § 8-2-113** — "A reasonable confidentiality provision relevant to the employer's business that does not prohibit disclosure of information that arises from the worker's general training, knowledge, skill, or experience, whether gained on the job or otherwise, information that is readily ascertainable to the public, or information that a worker otherwise has a right to disclose as legally protected conduct" *C.R.S. § 8-2-113(3)(b).* <https://content.leg.colorado.gov/sites/default/files/images/olls/crs2024-title-08.pdf>
+
+[^crs-prohibited-conduct]: **C.R.S. § 8-2-113** — "An employer shall not enter into, present to a worker or prospective worker as a term of employment, or attempt to enforce any covenant that is void under this section." *C.R.S. § 8-2-113(8)(a).* <https://content.leg.colorado.gov/sites/default/files/images/olls/crs2024-title-08.pdf>
+
+[^crs-penalty]: **C.R.S. § 8-2-113** — "An employer that violates subsection (8)(a) of this section is liable for actual damages and a penalty of five thousand dollars per worker or prospective worker harmed by the conduct." *C.R.S. § 8-2-113(8)(b).* <https://content.leg.colorado.gov/sites/default/files/images/olls/crs2024-title-08.pdf>
+
+[^crs-misdemeanor]: **C.R.S. § 8-2-113** — "It is unlawful to use force, threats, or other means of intimidation to prevent any person from engaging in any lawful occupation at any place the person sees fit." *C.R.S. § 8-2-113(1.5)(a).* <https://content.leg.colorado.gov/sites/default/files/images/olls/crs2024-title-08.pdf>
+
+[^crs-choice-of-law]: **C.R.S. § 8-2-113** — "Notwithstanding any contractual provision to the contrary, Colorado law governs the enforceability of a covenant not to compete for a worker who, at the time of termination of employment, primarily resided and worked in Colorado." *C.R.S. § 8-2-113(6).* <https://content.leg.colorado.gov/sites/default/files/images/olls/crs2024-title-08.pdf>
+
+[^crs-venue]: **C.R.S. § 8-2-113** — "A covenant not to compete that applies to a worker who, at the time of termination of employment, primarily resided or worked in Colorado may not require the worker to adjudicate the enforceability of the covenant outside of Colorado." *C.R.S. § 8-2-113(6).* <https://content.leg.colorado.gov/sites/default/files/images/olls/crs2024-title-08.pdf>
+
+[^luchts-continued-employment]: **Lucht's Concrete Pumping, Inc. v. Horner** — "We hold that an employer that forbears from terminating an existing at-will employee forbears from exercising a legal right, and that therefore such forbearance constitutes adequate consideration for a noncompetition agreement" *Lucht's Concrete Pumping, Inc. v. Horner, 255 P.3d 1058 (Colo. 2011).* <https://www.courtlistener.com/opinion/2454091/luchts-concrete-pumping-inc-v-horner/#:~:text=We%20hold%20that%20an%20employer,consideration%20for%20a%20noncompetition%20agreement>
+
+[^crs-consideration-notice]: **C.R.S. § 8-2-113** — "A current worker at least fourteen days before the earlier of: (A) The effective date of the covenant; or (B) The effective date of any additional compensation or change in the terms or conditions of employment that provides consideration for the covenant." *C.R.S. § 8-2-113(4)(a)(II).* <https://content.leg.colorado.gov/sites/default/files/images/olls/crs2024-title-08.pdf>
+
+[^twentythree-ltd-discretion]: **23 LTD v. Herman** — "they have made clear that trial courts have the discretion to blue pencil unenforceable noncompete provisions, at least to some extent." *23 LTD v. Herman, 2019 COA 113.* <https://www.courtlistener.com/opinion/4644233/23-ltd-v-herman/#:~:text=they%20have%20made%20clear%20that,at%20least%20to%20some%20extent.>
+
+[^twentythree-ltd-no-contractual-compulsion]: **23 LTD v. Herman** — "Thus, parties to an employment or noncompete agreement cannot contractually obligate a court to blue pencil noncompete provisions that it determines are unreasonable." *23 LTD v. Herman, 2019 COA 113.* <https://www.courtlistener.com/opinion/4644233/23-ltd-v-herman/#:~:text=Thus%2C%20parties%20to%20an%20employment,that%20it%20determines%20are%20unreasonable.>
+
+[^twentythree-ltd-no-rewrite]: **23 LTD v. Herman** — "It is not the function of a court to write or rewrite contracts for parties to enable enforcement of a contract that, as written, violates the public policy of the state." *23 LTD v. Herman, 2019 COA 113.* <https://www.courtlistener.com/opinion/4644233/23-ltd-v-herman/#:~:text=It%20is%20not%20the%20function,public%20policy%20of%20the%20state.>
+
+[^crs-present-void-narrowing]: **C.R.S. § 8-2-113** — "An employer shall not enter into, present to a worker or prospective worker as a term of employment, or attempt to enforce any covenant that is void under this section." *C.R.S. § 8-2-113(8)(a).* <https://content.leg.colorado.gov/sites/default/files/images/olls/crs2024-title-08.pdf>
+
+[^phoenix-employee-nonsolicit]: **Phoenix Capital, Inc. v. Dowell** — "Where a nonsolicitation provision is limited to prohibiting only initiating contacts or ‘active’ solicitation of the employer's employees, it is enforceable, despite the invalidity of an accompanying noncompetition provision." *Phoenix Capital, Inc. v. Dowell, 176 P.3d 835 (Colo. App. 2007).* <https://www.courtlistener.com/opinion/2633761/phoenix-capital-inc-v-dowell/#:~:text=Where%20a%20nonsolicitation%20provision%20is,of%20an%20accompanying%20noncompetition%20provision.>
+
+[^phoenix-livelihood-distinction]: **Phoenix Capital, Inc. v. Dowell** — "In contrast, an agreement not to solicit employees would not impair the former employee's ability to make a living." *Phoenix Capital, Inc. v. Dowell, 176 P.3d 835 (Colo. App. 2007).* <https://www.courtlistener.com/opinion/2633761/phoenix-capital-inc-v-dowell/#:~:text=In%20contrast%2C%20an%20agreement%20not,ability%20to%20make%20a%20living.>
+
+[^phoenix-conclusion-distinction]: **Phoenix Capital, Inc. v. Dowell** — "We conclude that, although the invalidity of the noncompetition provision did not render invalid Dowell's agreement not to solicit Phoenix's employees, it rendered invalid Dowell's agreement not to solicit Phoenix's customers." *Phoenix Capital, Inc. v. Dowell, 176 P.3d 835 (Colo. App. 2007).* <https://www.courtlistener.com/opinion/2633761/phoenix-capital-inc-v-dowell/#:~:text=We%20conclude%20that%2C%20although%20the,not%20to%20solicit%20Phoenix's%20customers.>
+
+[^crs-customer-nonsolicit-silence]: **C.R.S. § 8-2-113** — "This subsection (2) does not apply to a covenant not to solicit customers governing a person who, at the time the covenant is entered into and at the time it is enforced, earns an amount of annualized cash compensation equivalent to or greater than sixty percent of the threshold amount for highly compensated workers if the nonsolicitation covenant is no broader than reasonably necessary to protect the employer's legitimate interest in protecting trade secrets." *C.R.S. § 8-2-113(2)(d).* <https://content.leg.colorado.gov/sites/default/files/images/olls/crs2024-title-08.pdf>
+
+[^phoenix-no-extension]: **Phoenix Capital, Inc. v. Dowell** — "Consequently, we discern no error in the trial court's refusing to extend the terms of the preliminary injunction beyond the one-year term specified in the parties' agreement." *Phoenix Capital, Inc. v. Dowell, 176 P.3d 835 (Colo. App. 2007).* <https://www.courtlistener.com/opinion/2633761/phoenix-capital-inc-v-dowell/#:~:text=Consequently%2C%20we%20discern%20no%20error,specified%20in%20the%20parties'%20agreement.>
+
+[^crs-enforced-time]: **C.R.S. § 8-2-113** — "This subsection (2) does not apply to a covenant not to compete governing a person who, at the time the covenant not to compete is entered into and at the time it is enforced, earns an amount of annualized cash compensation equivalent to or greater than the threshold amount for highly compensated workers" *C.R.S. § 8-2-113(2)(b).* <https://content.leg.colorado.gov/sites/default/files/images/olls/crs2024-title-08.pdf>
+
+[^dev-misdemeanor]: **C.R.S. § 8-2-113** — "A person who violates this subsection (1.5) commits a class 2 misdemeanor, as defined in section 18-1.3-501." *C.R.S. § 8-2-113(1.5)(b).* <https://content.leg.colorado.gov/sites/default/files/images/olls/crs2024-title-08.pdf>
+
+[^dev-hb22-1317]: **C.R.S. § 8-2-113** — "An employer that violates subsection (8)(a) of this section is liable for actual damages and a penalty of five thousand dollars per worker or prospective worker harmed by the conduct." *C.R.S. § 8-2-113(8)(b).* <https://content.leg.colorado.gov/sites/default/files/images/olls/crs2024-title-08.pdf>
+
+[^dev-hb24-1324]: **C.R.S. § 8-2-113** — "The attorney general may recover three times the amount of any recovery or attempted recovery by an employer in violation of subsection (3)(a) of this section." *C.R.S. § 8-2-113(8)(b).* <https://content.leg.colorado.gov/sites/default/files/images/olls/crs2024-title-08.pdf>
+
+[^dev-sb25-083]: **S.B. 25-083 (Limitations on Restrictive Employment Agreements)** — "EXCEPT FOR A COVENANT NOT TO COMPETE THAT RESTRICTS THE PRACTICE OF MEDICINE, THE PRACTICE OF ADVANCED PRACTICE REGISTERED NURSING, OR THE PRACTICE OF DENTISTRY IN THIS STATE, this subsection (2) does not apply to a covenant not to compete" *S.B. 25-083, 75th Gen. Assemb., Reg. Sess. (Colo. 2025) (amending C.R.S. § 8-2-113(2)(b)).* <https://leg.colorado.gov/bills/sb25-083>
+
+[^ebg-recent-thresholds]: **Raising the Cost of Noncompetes: 2026 State Noncompete Salary Threshold Changes** — "Effective January 1, 2026, the threshold amount for highly compensated workers is $130,014." *Epstein Becker Green, Raising the Cost of Noncompetes: 2026 State Noncompete Salary Threshold Changes (Dec. 10, 2025).* <https://www.tradesecretsandemployeemobility.com/raising-the-cost-of-noncompetes-2026-state-noncompete-salary-threshold-changes>