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

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+---
+jurisdiction: "Hawaii"
+slug: hawaii
+countryCode: US
+snapshotAsOf: "2026-06-08"
+lastReviewed: "2026-06-02"
+canonicalUrl: https://openagreements.org/legal/non-compete/hawaii
+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/hawaii · **Snapshot as of:** 2026-06-08 · License: CC BY 4.0 · © UseJunior
+
+# Non-Competes in Hawaii[^about]
+
+Hawaii treats non-competes through HRS chapter 480's antitrust framework, including ancillary-covenant exceptions, the technology-worker ban, sale-of-business covenants, non-solicitation limits, remedies, and trade-secret alternatives.
+
+
+## At a glance
+
+| Question | Hawaii |
+| --- | --- |
+| **Are non-competes enforceable?** | Allowed if reasonable |
+| **Bottom line** | Hawaii treats non-competes as restraints of trade under its antitrust statute, enforcing only covenants ancillary to a legitimate purpose, and flatly banning non-compete/non-solicit clauses for technology-business employees. |
+| **Main law or case** | Haw. Rev. Stat. § 480-4 |
+| **Main exceptions** | Technology-business employee ban (§ 480-4(d)); statutory categories: sale-of-business, partner-withdrawal, lease-use, trade-secret covenants |
+| **Can a court narrow it?** | Unsettled |
+| **Applies to contractors?** | Unclear |
+| **Restriction extended during a breach?** | Open question |
+| **Maximum length set by law** | No statutory limit (reasonable period required) |
+
+## Are employee non-compete agreements enforceable in Hawaii? {#employee-noncompetes}
+
+**Short answer.** Sometimes, but Hawaii starts from an antitrust rule. HRS 480-4(a) makes every in-state restraint of trade illegal, and HRS 480-4(c) allows only restrictive covenants that are ancillary to a legitimate purpose and do not substantially lessen competition or tend to create a monopoly [^employee-hrs-480-4-baseline][^employee-hrs-480-4-ancillary].
+
+The practical test is not ordinary contract reasonableness alone. *Gagnon* says a covenant can satisfy the *Traeger* reasonableness factors and still fail if it is not ancillary to a legitimate purpose under HRS chapter 480 [^employee-gagnon-legitimate-purpose-required].
+
+That matters most for ordinary employee covenants. A restraint whose real purpose is to block new competition is not enough. The employer needs a protectable interest such as trade secrets, genuinely confidential information, special customer relationships, workforce stability for an employee-solicitation covenant, or specialized training combined with other protectable factors [^employee-gagnon-competition-not-purpose][^employee-del-rosario-special-training].
+
+> [!NOTE]
+> **Practice note.**
+>
+> A Hawaii covenant that fits a familiar category is not automatically enforceable. Keep the record focused on the specific protected interest and on why the restraint is no broader than that interest requires [^employee-gagnon-legitimate-purpose-required][^employee-traeger-reasonableness-factors].
+
+## What legitimate interests can support a Hawaii non-compete? {#protectable-interests}
+
+**Short answer.** Trade secrets are expressly covered, and Hawaii cases also recognize a narrow set of non-statutory interests. HRS 480-4(c)(4) covers employee or agent covenants not to use employer trade secrets, while *Gagnon* and *Del Rosario* require a legitimate ancillary purpose beyond suppressing competition [^interests-hrs-480-4-trade-secrets][^interests-gagnon-competition-not-purpose][^interests-del-rosario-special-training].
+
+The statute lists several categories, each still subject to the same chapter 480 limits: business-sale covenants, partner-withdrawal covenants, lease-use covenants, and employee or agent covenants tied to trade-secret use [^interests-hrs-480-4-sale][^interests-hrs-480-4-partner][^interests-hrs-480-4-lease][^interests-hrs-480-4-trade-secrets].
+
+Outside the text, *Traeger* says the statutory categories are not exclusive, but *Gagnon* adds the modern limiting rule: the covenant still must be ancillary to a legitimate purpose under chapter 480 [^interests-traeger-not-exclusive][^interests-gagnon-legitimate-purpose-required].
+
+> [!CAUTION]
+> **Drafting note.**
+>
+> Do not label ordinary market knowledge as confidential and expect that label to carry the covenant. In *Gagnon*, the claimed confidential-interest theory failed where similarly situated workers were not restricted, information was shared more broadly, and no trade-secret violation was shown [^interests-gagnon-no-confidential-record].
+
+## Are sale-of-business non-competes enforceable in Hawaii? {#sale-of-business}
+
+**Short answer.** Yes, if they are tied to the sale of a business and limited to a reasonable area and reasonable period. HRS 480-4(c)(1) expressly permits a transferor covenant in connection with a business sale, subject to the broader antitrust limit in HRS 480-4(c) [^sale-hrs-480-4-business-sale][^sale-hrs-480-4-ancillary].
+
+The sale context is stronger than an ordinary employment restraint because the buyer is usually protecting purchased goodwill. Still, the covenant must be reasonable. *Traeger* frames reasonableness around protection needed, hardship on the restricted party, public injury, geography, time, and breadth [^sale-traeger-reasonableness-factors][^sale-traeger-scope-factors].
+
+> [!CAUTION]
+> **Drafting note.**
+>
+> Tie a Hawaii sale covenant to the goodwill and competitive risk actually transferred. HRS 480-4(c)(1) requires reasonable area and time, and *Traeger* requires the restraint not to be greater than the protection needed [^sale-hrs-480-4-business-sale][^sale-traeger-reasonableness-factors].
+
+## What special non-compete rule applies to Hawaii technology-business employees? {#technology-workers}
+
+**Short answer.** Hawaii has a specific technology-business ban. Except for trade-secret covenants under HRS 480-4(c)(4), HRS 480-4(d) prohibits noncompete and nonsolicit clauses in employment contracts for employees of a technology business and makes the clause void and of no force and effect [^tech-hrs-480-4-technology-ban].
+
+The definition focuses on the business, not just the employee title. A technology business is a trade or business deriving a majority of gross income from products or services resulting from software development, information technology development, or both [^tech-hrs-480-4-technology-definition].
+
+The same definition excludes the broadcast industry and certain telecommunications carriers. The statute separately defines noncompete and nonsolicit clauses for this subsection [^tech-hrs-480-4-technology-definition][^tech-hrs-480-4-noncompete-definition][^tech-hrs-480-4-nonsolicit-definition].
+
+> [!CAUTION]
+> **Drafting note.**
+>
+> Do not use a broad employment noncompete or employee nonsolicit for a Hawaii technology-business employee. Draft around actual trade-secret use instead, because HRS 480-4(d) preserves only the HRS 480-4(c)(4) trade-secret path [^tech-hrs-480-4-technology-ban][^tech-hrs-480-4-trade-secret-exception].
+
+## Are customer or employee non-solicitation agreements enforceable in Hawaii? {#non-solicitation}
+
+**Short answer.** Sometimes, but they are analyzed as restraints of trade and need a legitimate ancillary purpose. *Gagnon* held that solicitation clauses require a legitimate ancillary purpose under HRS 480-4(a), and that a solicitation violation requires active initiation of contact [^nonsolicit-gagnon-legitimate-purpose][^nonsolicit-gagnon-active-contact].
+
+The active-solicitation rule is important. Telling coworkers that the employee is leaving, or passively accepting a decision to follow, does not automatically prove solicitation. The employer needs evidence that the restricted person actively initiated the contact that allegedly breached the clause [^nonsolicit-gagnon-no-automatic-violation][^nonsolicit-gagnon-active-contact].
+
+For technology-business employees, the statutory rule is stricter. HRS 480-4(d) voids nonsolicit clauses in covered employment contracts except for the trade-secret carve-out in HRS 480-4(c)(4) [^nonsolicit-hrs-480-4-technology-ban][^nonsolicit-hrs-480-4-trade-secret-exception].
+
+> [!CAUTION]
+> **Drafting note.**
+>
+> Avoid no-contact, no-service, and no-acceptance language if the intended restraint is a Hawaii solicitation covenant. *Gagnon* frames solicitation around active initiation of contact, and HRS 480-4 still requires a legitimate ancillary purpose [^nonsolicit-gagnon-active-contact][^nonsolicit-gagnon-legitimate-purpose].
+
+## What remedies or consequences can follow an unlawful Hawaii non-compete? {#remedies}
+
+**Short answer.** Hawaii chapter 480 has private remedies. A person injured in business or property by conduct forbidden by the chapter may sue for damages, may seek an injunction, and, if the judgment or decree is for the plaintiff, receives reasonable attorney fees and costs [^remedies-hrs-480-13-private-remedies].
+
+For damages claims under HRS 480-13(a), the award is at least $1,000 or threefold damages, whichever is greater, plus reasonable attorney fees and costs for a prevailing plaintiff. For injunction proceedings, a plaintiff who obtains the decree is also awarded reasonable attorney fees and costs [^remedies-hrs-480-13-injunction-fees].
+
+The fee rule is therefore plaintiff-focused, not a general loser-pays rule. In a non-compete dispute, the party suing under chapter 480 must still show injury to business or property by something forbidden or declared unlawful by the chapter [^remedies-hrs-480-13-private-remedies].
+
+HRS 480-2 can also matter because it separately declares unfair methods of competition unlawful and allows any person to bring an action based on that theory [^remedies-hrs-480-2-unfair-competition][^remedies-hrs-480-2-person-actions].
+
+## Are trade-secret, confidentiality, and NDA alternatives available in Hawaii? {#trade-secrets-ndas}
+
+**Short answer.** Yes. HRS 480-4(c)(4) expressly allows an employee or agent covenant not to use trade secrets in competition for the time reasonably necessary to protect the employer or principal, without undue hardship on the employee or agent [^alternatives-hrs-480-4-trade-secrets].
+
+Hawaii's trade-secret statute also preserves contractual remedies. HRS 482B-8 displaces conflicting tort, restitutionary, and other civil remedies for trade-secret misappropriation, but it does not affect contractual remedies, other non-misappropriation civil remedies, or criminal remedies [^alternatives-hrs-482b-8-displacement][^alternatives-hrs-482b-8-contracts-preserved].
+
+The drafting point is to protect information rather than work. A confidentiality or NDA covenant is safer when it targets actual trade secrets or confidential information and avoids operating as a practical ban on ordinary employment competition [^alternatives-hrs-480-4-trade-secrets][^alternatives-gagnon-no-confidential-record].
+
+> [!CAUTION]
+> **Drafting note.**
+>
+> Do not make an NDA do non-compete work. Hawaii preserves trade-secret and contract remedies, but *Gagnon* rejected a confidentiality theory where the record did not show real protected information or a trade-secret violation [^alternatives-hrs-482b-8-contracts-preserved][^alternatives-gagnon-no-confidential-record].
+
+## Does a Hawaii non-compete period toll during breach or litigation? {#tolling}
+
+**Short answer.** Open question. The staged Hawaii authorities do not squarely resolve whether a covenant period pauses while the former employee is allegedly breaching or while enforcement litigation is pending, so a tolling clause should be analyzed as part of the effective duration of the restraint under HRS 480-4(c) and *Traeger* [^tolling-hrs-480-4-ancillary][^tolling-traeger-scope-factors].
+
+The reason is practical. A contractual extension-on-breach clause lengthens the actual restraint. Hawaii's framework asks whether the covenant is ancillary to a legitimate purpose, whether its effect may substantially lessen competition, and whether its geography, time, and breadth are reasonable [^tolling-hrs-480-4-ancillary][^tolling-traeger-scope-factors].
+
+> [!CAUTION]
+> **Drafting note.**
+>
+> Do not assume a Hawaii court will automatically enforce a tolling or extension-on-breach clause. The clause is untested in the staged Hawaii sources, and because it extends the effective restricted period, it should be drafted and justified under the same HRS 480-4 antitrust and reasonableness limits that govern the covenant itself [^tolling-hrs-480-4-ancillary][^tolling-traeger-reasonableness-factors].
+
+## Will Hawaii courts narrow or reform an overbroad non-compete? {#court-narrowing}
+
+**Short answer.** Do not rely on it as a drafting strategy. The staged Hawaii sources support judicial reasonableness review and case-specific limits on injunctions, but they do not supply a broad rule that courts will rewrite any overbroad employee non-compete into an enforceable one [^narrowing-traeger-reasonableness-factors][^narrowing-del-rosario-honolulu-limit].
+
+*Del Rosario* is the best example in the staged sources of a court correcting the enforced scope. The trial court had enjoined work as a briefer statewide, but the covenant itself was limited to the County of Honolulu, and the appellate court remanded to amend the judgment to that county limit [^narrowing-del-rosario-honolulu-limit].
+
+That is not the same as permission to draft broadly. *Gagnon* refused enforcement of a non-compete that lacked a legitimate ancillary purpose, even though the employer argued confidentiality and competition concerns [^narrowing-gagnon-legitimate-purpose-required][^narrowing-gagnon-competition-not-purpose].
+
+> [!CAUTION]
+> **Drafting note.**
+>
+> Draft Hawaii restrictions at the minimum scope supported by the protected interest. A court may limit an injunction to the contract and record before it, but *Gagnon* shows that a covenant lacking a legitimate ancillary purpose can fail rather than be saved by narrower wording [^narrowing-del-rosario-honolulu-limit][^narrowing-gagnon-legitimate-purpose-required].
+
+[^about]: By Steven Obiajulu, J.D. Published by [openagreements.org](https://openagreements.org) · Maintained by [UseJunior](https://usejunior.com). Last reviewed 2026-06-02. License: CC BY 4.0. Steven Obiajulu, J.D. is admitted in New York, not Hawaii. This article synthesizes Hawaii primary law and is not legal advice from a Hawaii-admitted attorney. This article is for informational purposes only and does not create an attorney-client relationship.
+
+[^employee-hrs-480-4-baseline]: **HRS 480-4** — "Every contract, combination in the form of trust or otherwise, or conspiracy, in restraint of trade or commerce in the State, or in any section of this State is illegal." *Haw. Rev. Stat. 480-4(a).* <https://www.capitol.hawaii.gov/hrscurrent/Vol11_Ch0476-0490/HRS0480/HRS_0480-0004.htm>
+
+[^employee-hrs-480-4-ancillary]: **HRS 480-4** — "Notwithstanding subsection (b) and without limiting the application of subsection (a), it shall be lawful for a person to enter into any of the following restrictive covenants or agreements ancillary to a legitimate purpose not violative of this chapter, unless the effect thereof may be substantially to lessen competition or to tend to create a monopoly in any line of commerce in any section of the State: (1) A covenant or agreement by the transferor of a business not to compete within a reasonable area and within a reasonable period of time in connection with the sale of the business; (2) A covenant or agreement between partners not to compete with the partnership within a reasonable area and for a reasonable period of time upon the withdrawal of a partner from the partnership; (3) A covenant or agreement of the lessee to be restricted in the use of the leased premises to certain business or agricultural uses, or covenant or agreement of the lessee to be restricted in the use of the leased premises to certain business uses and of the lessor to be restricted in the use of premises reasonably proximate to any such leased premises to certain business uses; (4) A covenant or agreement by an employee or agent not to use the trade secrets of the employer or principal in competition with the employee's or agent's employer or principal, during the term of the agency or thereafter, or after the termination of employment, within such time as may be reasonably necessary for the protection of the employer or principal, without imposing undue hardship on the employee or agent." *Haw. Rev. Stat. 480-4(c).* <https://www.capitol.hawaii.gov/hrscurrent/Vol11_Ch0476-0490/HRS0480/HRS_0480-0004.htm>
+
+[^employee-gagnon-legitimate-purpose-required]: **Prudential Locations, LLC v. Gagnon** — "Even if a restrictive covenant otherwise satisfies the Traeger three-factor reasonableness test, it is unenforceable unless it is ancillary to a legitimate purpose not violative of Chapter 480." *Prudential Locations, LLC v. Gagnon, 151 Haw. 136, 509 P.3d 1099 (2022).* <https://www.courtlistener.com/opinion/6358303/prudential-locations-llc-v-gagnon/#:~:text=Even%20if%20a%20restrictive%20covenant,not%20violative%20of%20Chapter%20480.>
+
+[^employee-gagnon-competition-not-purpose]: **Prudential Locations, LLC v. Gagnon** — "Preventing competition, however, is not a legitimate ancillary purpose under HRS § 480-4(a)." *Prudential Locations, LLC v. Gagnon, 151 Haw. 136, 509 P.3d 1099 (2022).* <https://www.courtlistener.com/opinion/6358303/prudential-locations-llc-v-gagnon/#:~:text=Preventing%20competition%2C%20however%2C%20is%20not,purpose%20under%20HRS%20%C2%A7%20480%2D4(a).>
+
+[^employee-del-rosario-special-training]: **7's Enterprises, Inc. v. Del Rosario** — "Hence, as a matter of law, we hold that training that provides skills beyond those of a general nature is a legitimate interest which may be considered in weighing the reasonableness of a non-competition covenant, when combined with other factors weighing in favor of a protectable business interest such as trade secrets, confidential information, or special customer relationships." *7's Enterprises, Inc. v. Del Rosario, 111 Haw. 484, 143 P.3d 23 (2006).* <https://www.courtlistener.com/opinion/2626419/7s-enterprises-inc-v-del-rosario/#:~:text=Hence%2C%20as%20a%20matter%20of,information%2C%20or%20special%20customer%20relationships.>
+
+[^employee-traeger-reasonableness-factors]: **7's Enterprises, Inc. v. Del Rosario** — "As observed in Traeger, courts will find a non-competition provision unreasonable if ‘ ‘(i) it is greater than required for the protection of the person for whose benefit it is imposed; (ii) it imposes undue hardship on the person restricted; or (iii) its benefit to the covenantee is outweighed by injury to the public.’ ’" *7's Enterprises, Inc. v. Del Rosario, 111 Haw. 484, 143 P.3d 23 (2006).* <https://www.courtlistener.com/opinion/2626419/7s-enterprises-inc-v-del-rosario/#:~:text=As%20observed%20in%20Traeger%2C%20courts,injury%20to%20the%20public.%E2%80%99%20%E2%80%9D>
+
+[^interests-hrs-480-4-trade-secrets]: **HRS 480-4** — "A covenant or agreement by an employee or agent not to use the trade secrets of the employer or principal in competition with the employee's or agent's employer or principal, during the term of the agency or thereafter, or after the termination of employment, within such time as may be reasonably necessary for the protection of the employer or principal, without imposing undue hardship on the employee or agent." *Haw. Rev. Stat. 480-4(c)(4).* <https://www.capitol.hawaii.gov/hrscurrent/Vol11_Ch0476-0490/HRS0480/HRS_0480-0004.htm>
+
+[^interests-gagnon-competition-not-purpose]: **Prudential Locations, LLC v. Gagnon** — "Preventing competition, however, is not a legitimate ancillary purpose under HRS § 480-4(a)." *Prudential Locations, LLC v. Gagnon, 151 Haw. 136, 509 P.3d 1099 (2022).* <https://www.courtlistener.com/opinion/6358303/prudential-locations-llc-v-gagnon/#:~:text=Preventing%20competition%2C%20however%2C%20is%20not,purpose%20under%20HRS%20%C2%A7%20480%2D4(a).>
+
+[^interests-del-rosario-special-training]: **7's Enterprises, Inc. v. Del Rosario** — "Hence, as a matter of law, we hold that training that provides skills beyond those of a general nature is a legitimate interest which may be considered in weighing the reasonableness of a non-competition covenant, when combined with other factors weighing in favor of a protectable business interest such as trade secrets, confidential information, or special customer relationships." *7's Enterprises, Inc. v. Del Rosario, 111 Haw. 484, 143 P.3d 23 (2006).* <https://www.courtlistener.com/opinion/2626419/7s-enterprises-inc-v-del-rosario/#:~:text=Hence%2C%20as%20a%20matter%20of,information%2C%20or%20special%20customer%20relationships.>
+
+[^interests-hrs-480-4-sale]: **HRS 480-4** — "Notwithstanding subsection (b) and without limiting the application of subsection (a), it shall be lawful for a person to enter into any of the following restrictive covenants or agreements ancillary to a legitimate purpose not violative of this chapter, unless the effect thereof may be substantially to lessen competition or to tend to create a monopoly in any line of commerce in any section of the State: (1) A covenant or agreement by the transferor of a business not to compete within a reasonable area and within a reasonable period of time in connection with the sale of the business; (2) A covenant or agreement between partners not to compete with the partnership within a reasonable area and for a reasonable period of time upon the withdrawal of a partner from the partnership; (3) A covenant or agreement of the lessee to be restricted in the use of the leased premises to certain business or agricultural uses, or covenant or agreement of the lessee to be restricted in the use of the leased premises to certain business uses and of the lessor to be restricted in the use of premises reasonably proximate to any such leased premises to certain business uses; (4) A covenant or agreement by an employee or agent not to use the trade secrets of the employer or principal in competition with the employee's or agent's employer or principal, during the term of the agency or thereafter, or after the termination of employment, within such time as may be reasonably necessary for the protection of the employer or principal, without imposing undue hardship on the employee or agent." *Haw. Rev. Stat. 480-4(c)(1).* <https://www.capitol.hawaii.gov/hrscurrent/Vol11_Ch0476-0490/HRS0480/HRS_0480-0004.htm>
+
+[^interests-hrs-480-4-partner]: **HRS 480-4** — "Notwithstanding subsection (b) and without limiting the application of subsection (a), it shall be lawful for a person to enter into any of the following restrictive covenants or agreements ancillary to a legitimate purpose not violative of this chapter, unless the effect thereof may be substantially to lessen competition or to tend to create a monopoly in any line of commerce in any section of the State: (1) A covenant or agreement by the transferor of a business not to compete within a reasonable area and within a reasonable period of time in connection with the sale of the business; (2) A covenant or agreement between partners not to compete with the partnership within a reasonable area and for a reasonable period of time upon the withdrawal of a partner from the partnership; (3) A covenant or agreement of the lessee to be restricted in the use of the leased premises to certain business or agricultural uses, or covenant or agreement of the lessee to be restricted in the use of the leased premises to certain business uses and of the lessor to be restricted in the use of premises reasonably proximate to any such leased premises to certain business uses; (4) A covenant or agreement by an employee or agent not to use the trade secrets of the employer or principal in competition with the employee's or agent's employer or principal, during the term of the agency or thereafter, or after the termination of employment, within such time as may be reasonably necessary for the protection of the employer or principal, without imposing undue hardship on the employee or agent." *Haw. Rev. Stat. 480-4(c)(2).* <https://www.capitol.hawaii.gov/hrscurrent/Vol11_Ch0476-0490/HRS0480/HRS_0480-0004.htm>
+
+[^interests-hrs-480-4-lease]: **HRS 480-4** — "Notwithstanding subsection (b) and without limiting the application of subsection (a), it shall be lawful for a person to enter into any of the following restrictive covenants or agreements ancillary to a legitimate purpose not violative of this chapter, unless the effect thereof may be substantially to lessen competition or to tend to create a monopoly in any line of commerce in any section of the State: (1) A covenant or agreement by the transferor of a business not to compete within a reasonable area and within a reasonable period of time in connection with the sale of the business; (2) A covenant or agreement between partners not to compete with the partnership within a reasonable area and for a reasonable period of time upon the withdrawal of a partner from the partnership; (3) A covenant or agreement of the lessee to be restricted in the use of the leased premises to certain business or agricultural uses, or covenant or agreement of the lessee to be restricted in the use of the leased premises to certain business uses and of the lessor to be restricted in the use of premises reasonably proximate to any such leased premises to certain business uses; (4) A covenant or agreement by an employee or agent not to use the trade secrets of the employer or principal in competition with the employee's or agent's employer or principal, during the term of the agency or thereafter, or after the termination of employment, within such time as may be reasonably necessary for the protection of the employer or principal, without imposing undue hardship on the employee or agent." *Haw. Rev. Stat. 480-4(c)(3).* <https://www.capitol.hawaii.gov/hrscurrent/Vol11_Ch0476-0490/HRS0480/HRS_0480-0004.htm>
+
+[^interests-traeger-not-exclusive]: **Technicolor, Inc. v. Traeger** — "Our understanding of the above committee report is that the restrictive covenants and agreements enumerated under § 480-4(c) were not meant to be exclusive in their respective fields." *Technicolor, Inc. v. Traeger, 57 Haw. 113, 551 P.2d 163 (1976).* <https://www.courtlistener.com/opinion/1175722/technicolor-inc-v-traeger/#:~:text=Our%20understanding%20of%20the%20above,exclusive%20in%20their%20respective%20fields.>
+
+[^interests-gagnon-legitimate-purpose-required]: **Prudential Locations, LLC v. Gagnon** — "Even if a restrictive covenant otherwise satisfies the Traeger three-factor reasonableness test, it is unenforceable unless it is ancillary to a legitimate purpose not violative of Chapter 480." *Prudential Locations, LLC v. Gagnon, 151 Haw. 136, 509 P.3d 1099 (2022).* <https://www.courtlistener.com/opinion/6358303/prudential-locations-llc-v-gagnon/#:~:text=Even%20if%20a%20restrictive%20covenant,not%20violative%20of%20Chapter%20480.>
+
+[^interests-gagnon-no-confidential-record]: **Prudential Locations, LLC v. Gagnon** — "In addition, Locations did not produce any evidence of and did not dispute that there was no trade secret violation." *Prudential Locations, LLC v. Gagnon, 151 Haw. 136, 509 P.3d 1099 (2022).* <https://www.courtlistener.com/opinion/6358303/prudential-locations-llc-v-gagnon/#:~:text=In%20addition%2C%20Locations%20did%20not,was%20no%20trade%20secret%20violation.>
+
+[^sale-hrs-480-4-business-sale]: **HRS 480-4** — "Notwithstanding subsection (b) and without limiting the application of subsection (a), it shall be lawful for a person to enter into any of the following restrictive covenants or agreements ancillary to a legitimate purpose not violative of this chapter, unless the effect thereof may be substantially to lessen competition or to tend to create a monopoly in any line of commerce in any section of the State: (1) A covenant or agreement by the transferor of a business not to compete within a reasonable area and within a reasonable period of time in connection with the sale of the business; (2) A covenant or agreement between partners not to compete with the partnership within a reasonable area and for a reasonable period of time upon the withdrawal of a partner from the partnership; (3) A covenant or agreement of the lessee to be restricted in the use of the leased premises to certain business or agricultural uses, or covenant or agreement of the lessee to be restricted in the use of the leased premises to certain business uses and of the lessor to be restricted in the use of premises reasonably proximate to any such leased premises to certain business uses; (4) A covenant or agreement by an employee or agent not to use the trade secrets of the employer or principal in competition with the employee's or agent's employer or principal, during the term of the agency or thereafter, or after the termination of employment, within such time as may be reasonably necessary for the protection of the employer or principal, without imposing undue hardship on the employee or agent." *Haw. Rev. Stat. 480-4(c)(1).* <https://www.capitol.hawaii.gov/hrscurrent/Vol11_Ch0476-0490/HRS0480/HRS_0480-0004.htm>
+
+[^sale-hrs-480-4-ancillary]: **HRS 480-4** — "Notwithstanding subsection (b) and without limiting the application of subsection (a), it shall be lawful for a person to enter into any of the following restrictive covenants or agreements ancillary to a legitimate purpose not violative of this chapter, unless the effect thereof may be substantially to lessen competition or to tend to create a monopoly in any line of commerce in any section of the State: (1) A covenant or agreement by the transferor of a business not to compete within a reasonable area and within a reasonable period of time in connection with the sale of the business; (2) A covenant or agreement between partners not to compete with the partnership within a reasonable area and for a reasonable period of time upon the withdrawal of a partner from the partnership; (3) A covenant or agreement of the lessee to be restricted in the use of the leased premises to certain business or agricultural uses, or covenant or agreement of the lessee to be restricted in the use of the leased premises to certain business uses and of the lessor to be restricted in the use of premises reasonably proximate to any such leased premises to certain business uses; (4) A covenant or agreement by an employee or agent not to use the trade secrets of the employer or principal in competition with the employee's or agent's employer or principal, during the term of the agency or thereafter, or after the termination of employment, within such time as may be reasonably necessary for the protection of the employer or principal, without imposing undue hardship on the employee or agent." *Haw. Rev. Stat. 480-4(c).* <https://www.capitol.hawaii.gov/hrscurrent/Vol11_Ch0476-0490/HRS0480/HRS_0480-0004.htm>
+
+[^sale-traeger-reasonableness-factors]: **7's Enterprises, Inc. v. Del Rosario** — "As observed in Traeger, courts will find a non-competition provision unreasonable if ‘ ‘(i) it is greater than required for the protection of the person for whose benefit it is imposed; (ii) it imposes undue hardship on the person restricted; or (iii) its benefit to the covenantee is outweighed by injury to the public.’ ’" *7's Enterprises, Inc. v. Del Rosario, 111 Haw. 484, 143 P.3d 23 (2006).* <https://www.courtlistener.com/opinion/2626419/7s-enterprises-inc-v-del-rosario/#:~:text=As%20observed%20in%20Traeger%2C%20courts,injury%20to%20the%20public.%E2%80%99%20%E2%80%9D>
+
+[^sale-traeger-scope-factors]: **7's Enterprises, Inc. v. Del Rosario** — "A court ‘must examine such factors as geographical scope, length of time, and breadth of the restriction placed on a given activity.’" *7's Enterprises, Inc. v. Del Rosario, 111 Haw. 484, 143 P.3d 23 (2006).* <https://www.courtlistener.com/opinion/2626419/7s-enterprises-inc-v-del-rosario/#:~:text=A%20court%20%E2%80%9Cmust%20examine%20such,placed%20on%20a%20given%20activity.%E2%80%9D>
+
+[^tech-hrs-480-4-technology-ban]: **HRS 480-4** — "Except as provided in subsection (c)(4), it shall be prohibited to include a noncompete clause or a nonsolicit clause in any employment contract relating to an employee of a technology business. The clause shall be void and of no force and effect." *Haw. Rev. Stat. 480-4(d).* <https://www.capitol.hawaii.gov/hrscurrent/Vol11_Ch0476-0490/HRS0480/HRS_0480-0004.htm>
+
+[^tech-hrs-480-4-technology-definition]: **HRS 480-4** — "‘Technology business’ means a trade or business that derives the majority of its gross income from the sale or license of products or services resulting from its software development or information technology development, or both. A ‘technology business’ excludes any trade or business that is considered by standard practice as part of the broadcast industry or any telecommunications carrier, as defined in section 269-1, that holds a franchise or charter enacted or granted by the legislative or executive authority of the State or its predecessor governments." *Haw. Rev. Stat. 480-4(d).* <https://www.capitol.hawaii.gov/hrscurrent/Vol11_Ch0476-0490/HRS0480/HRS_0480-0004.htm>
+
+[^tech-hrs-480-4-noncompete-definition]: **HRS 480-4** — "‘Noncompete clause’ means a clause in an employment contract that prohibits an employee from working in a specific geographic area for a specific period of time after leaving employment with the employer." *Haw. Rev. Stat. 480-4(d).* <https://www.capitol.hawaii.gov/hrscurrent/Vol11_Ch0476-0490/HRS0480/HRS_0480-0004.htm>
+
+[^tech-hrs-480-4-nonsolicit-definition]: **HRS 480-4** — "‘Nonsolicit clause’ means a clause in an employment contract that prohibits an employee from soliciting employees of the employer after leaving employment with the employer." *Haw. Rev. Stat. 480-4(d).* <https://www.capitol.hawaii.gov/hrscurrent/Vol11_Ch0476-0490/HRS0480/HRS_0480-0004.htm>
+
+[^tech-hrs-480-4-trade-secret-exception]: **HRS 480-4** — "A covenant or agreement by an employee or agent not to use the trade secrets of the employer or principal in competition with the employee's or agent's employer or principal, during the term of the agency or thereafter, or after the termination of employment, within such time as may be reasonably necessary for the protection of the employer or principal, without imposing undue hardship on the employee or agent." *Haw. Rev. Stat. 480-4(c)(4).* <https://www.capitol.hawaii.gov/hrscurrent/Vol11_Ch0476-0490/HRS0480/HRS_0480-0004.htm>
+
+[^nonsolicit-gagnon-legitimate-purpose]: **Prudential Locations, LLC v. Gagnon** — "Solicitation clauses are also contracts in restraint of trade or commerce that require a legitimate ancillary purpose under HRS § 480-4(a)." *Prudential Locations, LLC v. Gagnon, 151 Haw. 136, 509 P.3d 1099 (2022).* <https://www.courtlistener.com/opinion/6358303/prudential-locations-llc-v-gagnon/#:~:text=Solicitation%20clauses%20are%20also%20contracts,purpose%20under%20HRS%20%C2%A7%20480%2D4(a).>
+
+[^nonsolicit-gagnon-active-contact]: **Prudential Locations, LLC v. Gagnon** — "Our law does not clearly define ‘solicitation.’ We agree with reasoned opinions from other jurisdictions and now hold that ‘solicitation’ requires an active initiation of contact." *Prudential Locations, LLC v. Gagnon, 151 Haw. 136, 509 P.3d 1099 (2022).* <https://www.courtlistener.com/opinion/6358303/prudential-locations-llc-v-gagnon/#:~:text=Our%20law%20does%20not%20clearly,an%20active%20initiation%20of%20contact.>
+
+[^nonsolicit-gagnon-no-automatic-violation]: **Prudential Locations, LLC v. Gagnon** — "These agents’ termination of their employment with Locations and subsequent employment with Prestige do not automatically demonstrate a violation of the non-solicitation clause." *Prudential Locations, LLC v. Gagnon, 151 Haw. 136, 509 P.3d 1099 (2022).* <https://www.courtlistener.com/opinion/6358303/prudential-locations-llc-v-gagnon/#:~:text=These%20agents%E2%80%99%20termination%20of%20their,violation%20of%20the%20non%2Dsolicitation%20clause.>
+
+[^nonsolicit-hrs-480-4-technology-ban]: **HRS 480-4** — "Except as provided in subsection (c)(4), it shall be prohibited to include a noncompete clause or a nonsolicit clause in any employment contract relating to an employee of a technology business. The clause shall be void and of no force and effect." *Haw. Rev. Stat. 480-4(d).* <https://www.capitol.hawaii.gov/hrscurrent/Vol11_Ch0476-0490/HRS0480/HRS_0480-0004.htm>
+
+[^nonsolicit-hrs-480-4-trade-secret-exception]: **HRS 480-4** — "A covenant or agreement by an employee or agent not to use the trade secrets of the employer or principal in competition with the employee's or agent's employer or principal, during the term of the agency or thereafter, or after the termination of employment, within such time as may be reasonably necessary for the protection of the employer or principal, without imposing undue hardship on the employee or agent." *Haw. Rev. Stat. 480-4(c)(4).* <https://www.capitol.hawaii.gov/hrscurrent/Vol11_Ch0476-0490/HRS0480/HRS_0480-0004.htm>
+
+[^remedies-hrs-480-13-private-remedies]: **HRS 480-13** — "Except as provided in subsections (b) and (c), any person who is injured in the person's business or property by reason of anything forbidden or declared unlawful by this chapter: (1) May sue for damages sustained by the person, and, if the judgment is for the plaintiff, the plaintiff shall be awarded a sum not less than $1,000 or threefold damages by the plaintiff sustained, whichever sum is the greater, and reasonable attorney's fees together with the costs of suit; provided that indirect purchasers injured by an illegal overcharge shall recover only compensatory damages, and reasonable attorney's fees together with the costs of suit in actions not brought under section 480-14(c); and (2) May bring proceedings to enjoin the unlawful practices, and if the decree is for the plaintiff, the plaintiff shall be awarded reasonable attorney's fees together with the costs of suit." *Haw. Rev. Stat. 480-13(a).* <https://www.capitol.hawaii.gov/hrscurrent/Vol11_Ch0476-0490/HRS0480/HRS_0480-0013.htm>
+
+[^remedies-hrs-480-13-injunction-fees]: **HRS 480-13** — "Except as provided in subsections (b) and (c), any person who is injured in the person's business or property by reason of anything forbidden or declared unlawful by this chapter: (1) May sue for damages sustained by the person, and, if the judgment is for the plaintiff, the plaintiff shall be awarded a sum not less than $1,000 or threefold damages by the plaintiff sustained, whichever sum is the greater, and reasonable attorney's fees together with the costs of suit; provided that indirect purchasers injured by an illegal overcharge shall recover only compensatory damages, and reasonable attorney's fees together with the costs of suit in actions not brought under section 480-14(c); and (2) May bring proceedings to enjoin the unlawful practices, and if the decree is for the plaintiff, the plaintiff shall be awarded reasonable attorney's fees together with the costs of suit." *Haw. Rev. Stat. 480-13(a)(2).* <https://www.capitol.hawaii.gov/hrscurrent/Vol11_Ch0476-0490/HRS0480/HRS_0480-0013.htm>
+
+[^remedies-hrs-480-2-unfair-competition]: **HRS 480-2** — "Unfair methods of competition and unfair or deceptive acts or practices in the conduct of any trade or commerce are unlawful." *Haw. Rev. Stat. 480-2(a).* <https://www.capitol.hawaii.gov/hrscurrent/Vol11_Ch0476-0490/HRS0480/HRS_0480-0002.htm>
+
+[^remedies-hrs-480-2-person-actions]: **HRS 480-2** — "Any person may bring an action based on unfair methods of competition declared unlawful by this section." *Haw. Rev. Stat. 480-2(e).* <https://www.capitol.hawaii.gov/hrscurrent/Vol11_Ch0476-0490/HRS0480/HRS_0480-0002.htm>
+
+[^alternatives-hrs-480-4-trade-secrets]: **HRS 480-4** — "A covenant or agreement by an employee or agent not to use the trade secrets of the employer or principal in competition with the employee's or agent's employer or principal, during the term of the agency or thereafter, or after the termination of employment, within such time as may be reasonably necessary for the protection of the employer or principal, without imposing undue hardship on the employee or agent." *Haw. Rev. Stat. 480-4(c)(4).* <https://www.capitol.hawaii.gov/hrscurrent/Vol11_Ch0476-0490/HRS0480/HRS_0480-0004.htm>
+
+[^alternatives-hrs-482b-8-displacement]: **HRS 482B-8** — "Except as provided in subsection (b) this chapter displaces conflicting tort, restitutionary, and other law of this State providing civil remedies for misappropriation of a trade secret." *Haw. Rev. Stat. 482B-8(a).* <https://www.capitol.hawaii.gov/hrscurrent/Vol11_Ch0476-0490/HRS0482B/HRS_0482B-0008.htm>
+
+[^alternatives-hrs-482b-8-contracts-preserved]: **HRS 482B-8** — "This chapter does not affect: (1) Contractual remedies, whether or not based upon misappropriation of a trade secret; (2) Other civil remedies that are not based upon misappropriation of a trade secret; or (3) Criminal remedies, whether or not based upon misappropriation of a trade secret." *Haw. Rev. Stat. 482B-8(b).* <https://www.capitol.hawaii.gov/hrscurrent/Vol11_Ch0476-0490/HRS0482B/HRS_0482B-0008.htm>
+
+[^alternatives-gagnon-no-confidential-record]: **Prudential Locations, LLC v. Gagnon** — "In addition, Locations did not produce any evidence of and did not dispute that there was no trade secret violation." *Prudential Locations, LLC v. Gagnon, 151 Haw. 136, 509 P.3d 1099 (2022).* <https://www.courtlistener.com/opinion/6358303/prudential-locations-llc-v-gagnon/#:~:text=In%20addition%2C%20Locations%20did%20not,was%20no%20trade%20secret%20violation.>
+
+[^tolling-hrs-480-4-ancillary]: **HRS 480-4** — "Notwithstanding subsection (b) and without limiting the application of subsection (a), it shall be lawful for a person to enter into any of the following restrictive covenants or agreements ancillary to a legitimate purpose not violative of this chapter, unless the effect thereof may be substantially to lessen competition or to tend to create a monopoly in any line of commerce in any section of the State: (1) A covenant or agreement by the transferor of a business not to compete within a reasonable area and within a reasonable period of time in connection with the sale of the business; (2) A covenant or agreement between partners not to compete with the partnership within a reasonable area and for a reasonable period of time upon the withdrawal of a partner from the partnership; (3) A covenant or agreement of the lessee to be restricted in the use of the leased premises to certain business or agricultural uses, or covenant or agreement of the lessee to be restricted in the use of the leased premises to certain business uses and of the lessor to be restricted in the use of premises reasonably proximate to any such leased premises to certain business uses; (4) A covenant or agreement by an employee or agent not to use the trade secrets of the employer or principal in competition with the employee's or agent's employer or principal, during the term of the agency or thereafter, or after the termination of employment, within such time as may be reasonably necessary for the protection of the employer or principal, without imposing undue hardship on the employee or agent." *Haw. Rev. Stat. 480-4(c).* <https://www.capitol.hawaii.gov/hrscurrent/Vol11_Ch0476-0490/HRS0480/HRS_0480-0004.htm>
+
+[^tolling-traeger-scope-factors]: **7's Enterprises, Inc. v. Del Rosario** — "A court ‘must examine such factors as geographical scope, length of time, and breadth of the restriction placed on a given activity.’" *7's Enterprises, Inc. v. Del Rosario, 111 Haw. 484, 143 P.3d 23 (2006).* <https://www.courtlistener.com/opinion/2626419/7s-enterprises-inc-v-del-rosario/#:~:text=A%20court%20%E2%80%9Cmust%20examine%20such,placed%20on%20a%20given%20activity.%E2%80%9D>
+
+[^tolling-traeger-reasonableness-factors]: **7's Enterprises, Inc. v. Del Rosario** — "As observed in Traeger, courts will find a non-competition provision unreasonable if ‘ ‘(i) it is greater than required for the protection of the person for whose benefit it is imposed; (ii) it imposes undue hardship on the person restricted; or (iii) its benefit to the covenantee is outweighed by injury to the public.’ ’" *7's Enterprises, Inc. v. Del Rosario, 111 Haw. 484, 143 P.3d 23 (2006).* <https://www.courtlistener.com/opinion/2626419/7s-enterprises-inc-v-del-rosario/#:~:text=As%20observed%20in%20Traeger%2C%20courts,injury%20to%20the%20public.%E2%80%99%20%E2%80%9D>
+
+[^narrowing-traeger-reasonableness-factors]: **Technicolor, Inc. v. Traeger** — "This ‘reasonableness analysis’ is done by the court, as a matter of law, and not as appellant contends, by a jury, as a matter of fact." *Technicolor, Inc. v. Traeger, 57 Haw. 113, 551 P.2d 163 (1976).* <https://www.courtlistener.com/opinion/1175722/technicolor-inc-v-traeger/#:~:text=This%20%E2%80%9Creasonableness%20analysis%E2%80%9D%20is%20done,as%20a%20matter%20of%20fact.>
+
+[^narrowing-del-rosario-honolulu-limit]: **7's Enterprises, Inc. v. Del Rosario** — "The case is remanded to the court to amend its judgment to reflect that the injunction involved herein is limited to the County of Honolulu." *7's Enterprises, Inc. v. Del Rosario, 111 Haw. 484, 143 P.3d 23 (2006).* <https://www.courtlistener.com/opinion/2626419/7s-enterprises-inc-v-del-rosario/#:~:text=The%20case%20is%20remanded%20to,to%20the%20County%20of%20Honolulu.>
+
+[^narrowing-gagnon-legitimate-purpose-required]: **Prudential Locations, LLC v. Gagnon** — "Even if a restrictive covenant otherwise satisfies the Traeger three-factor reasonableness test, it is unenforceable unless it is ancillary to a legitimate purpose not violative of Chapter 480." *Prudential Locations, LLC v. Gagnon, 151 Haw. 136, 509 P.3d 1099 (2022).* <https://www.courtlistener.com/opinion/6358303/prudential-locations-llc-v-gagnon/#:~:text=Even%20if%20a%20restrictive%20covenant,not%20violative%20of%20Chapter%20480.>
+
+[^narrowing-gagnon-competition-not-purpose]: **Prudential Locations, LLC v. Gagnon** — "Preventing competition, however, is not a legitimate ancillary purpose under HRS § 480-4(a)." *Prudential Locations, LLC v. Gagnon, 151 Haw. 136, 509 P.3d 1099 (2022).* <https://www.courtlistener.com/opinion/6358303/prudential-locations-llc-v-gagnon/#:~:text=Preventing%20competition%2C%20however%2C%20is%20not,purpose%20under%20HRS%20%C2%A7%20480%2D4(a).>

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

@@ -0,0 +1,258 @@
+---
+jurisdiction: "Idaho"
+slug: idaho
+countryCode: US
+snapshotAsOf: "2026-06-08"
+lastReviewed: "2026-06-02"
+canonicalUrl: https://openagreements.org/legal/non-compete/idaho
+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/idaho · **Snapshot as of:** 2026-06-08 · License: CC BY 4.0 · © UseJunior
+
+# Non-Competes in Idaho[^about]
+
+A question-by-question summary of Idaho non-compete law under Idaho Code title 44 chapter 27, including the key-employee requirement, 18-month presumption, blue-pencil rule, non-solicitation versus non-dealing clauses, healthcare providers, sale-of-business covenants, choice-of-law limits, and trade-secret alternatives.
+
+
+## At a glance
+
+| Question | Idaho |
+| --- | --- |
+| **Are non-competes enforceable?** | Allowed if reasonable |
+| **Bottom line** | Idaho enforces non-competes only against key employees or key independent contractors and only if reasonable, with an 18-month duration safe harbor and mandatory judicial modification of overbroad terms. |
+| **Main law or case** | Idaho Code §§ 44-2701 to 44-2704 |
+| **Main exceptions** | Only key employees/independent contractors; healthcare weighed against patient access; sale-of-business reviewed less strictly |
+| **Can a court narrow it?** | Yes — rewrites to reasonable |
+| **Applies to contractors?** | Yes |
+| **Restriction extended during a breach?** | Unsettled — no authority |
+| **Maximum length set by law** | 18 months (rebuttable presumption) |
+
+## Are employee non-compete agreements enforceable in Idaho? {#employee-noncompetes}
+
+**Short answer.** Yes, but only for key employees or key independent contractors and only if the covenant is reasonable. Idaho Code § 44-2701 makes a qualifying covenant enforceable if reasonable[^idaho-44-2701-key-employee-enforceable] as to duration, geography, work scope, and business need.
+
+Idaho is a statute-first jurisdiction for employment non-competes. The chapter 44-27 framework is employer-friendly, but it is not open-ended: the worker must be key, the restraint must protect legitimate business interests, and it cannot impose more restraint than reasonably necessary [^idaho-44-2701-key-employee-enforceable].
+
+Idaho courts still treat employment covenants as disfavored and strictly construed against the employer. *Blaskiewicz* reversed summary judgment because the district court skipped the Idaho statutes, while also preserving the older reasonableness and public-policy limits [^blaskiewicz-statute-first].
+
+> [!NOTE]
+> **Practice note.**
+>
+> Do not draft Idaho as a common-law-only state. A court should start with Idaho Code §§ 44-2701 through 44-2704, then evaluate the facts that bear on reasonableness, business interest, worker hardship, and public injury [^idaho-44-2701-key-employee-enforceable][^blaskiewicz-statute-first].
+
+## Who is a key employee or key independent contractor under Idaho non-compete law? {#key-employees}
+
+**Short answer.** A covered worker is key if the employer can show high-level inside knowledge, influence, credibility, notoriety, or similar ability to threaten the employer's business interests. Idaho Code § 44-2702 defines the category, and Idaho Code § 44-2704 creates a highest-paid-five-percent presumption [^idaho-44-2702-key-worker-definition][^idaho-44-2704-top-five-presumption].
+
+The statutory definition is functional. It focuses on what the employer exposed the worker to, how the worker represented the employer, and whether the worker can harm legitimate business interests after leaving [^idaho-44-2702-key-worker-definition].
+
+The pay presumption helps employers but does not end the case. If the worker is among the highest-paid five percent, Idaho presumes key status; the worker may rebut that by showing no ability to adversely affect the employer's legitimate business interests [^idaho-44-2704-top-five-presumption].
+
+Independent contractors can be covered if they are key independent contractors. *Sky Down Skydiving* notes that non-competition clauses are permitted for independent contractors under section 44-2701, though the case itself used that point in a worker-classification analysis [^sky-down-independent-contractors].
+
+> [!CAUTION]
+> **Drafting note.**
+>
+> Do not rely on salary rank alone when the worker is outside the top five percent or when rebuttal evidence is likely. The agreement and enforcement record should identify the inside knowledge, public exposure, customer influence, or similar facts that make the worker key [^idaho-44-2702-key-worker-definition][^idaho-44-2704-top-five-presumption].
+
+## What counts as a legitimate business interest for an Idaho non-compete? {#legitimate-business-interests}
+
+**Short answer.** Idaho defines legitimate business interests broadly. The statutory list includes goodwill, technologies, intellectual property, business plans, business processes, customers, customer lists and contacts, referral sources, vendors, financial and marketing information, and trade secrets [^idaho-44-2702-legitimate-interests].
+
+The list is not exclusive. The phrase includes, but is not limited to, gives employers room to prove other protectable interests that fit the same business-protection logic [^idaho-44-2702-legitimate-interests].
+
+That broad definition does not eliminate tailoring. Idaho Code § 44-2701 still requires the restraint not to exceed what is reasonably necessary to protect those interests [^idaho-44-2701-tailoring].
+
+> [!CAUTION]
+> **Drafting note.**
+>
+> Name the protected interest and connect it to the worker. A generic competition ban is weaker than a covenant tied to the actual customer contacts, referral sources, confidential processes, technologies, or similar interests the worker can use against the employer [^idaho-44-2702-legitimate-interests][^idaho-44-2701-tailoring].
+
+## How long can an Idaho non-compete last, and what consideration is required? {#duration-consideration}
+
+**Short answer.** Eighteen months or less is the statutory safe-harbor term. Idaho Code § 44-2704 presumes an eighteen-month-or-shorter postemployment term reasonable, and a restriction longer than eighteen months requires consideration beyond employment or continued employment [^idaho-44-2704-duration-presumption][^idaho-44-2704-duration-consideration].
+
+The statute is unusually specific about consideration. It says a direct-competition restriction cannot exceed eighteen months unless the employer gives additional consideration beyond employment or continued employment [^idaho-44-2704-duration-consideration].
+
+That means continued at-will employment can support an eighteen-month-or-shorter covenant, but it is not enough by itself for a longer restriction. The older *Insurance Associates* litigation involved an at-will insurance salesperson who had to sign or be fired, and the Court of Appeals held that agreement supported by consideration; the Supreme Court later repeated that procedural holding while resolving damages and related claims [^hansen-consideration].
+
+> [!CAUTION]
+> **Drafting note.**
+>
+> If the business needs more than eighteen months, document independent consideration and expect to lose the duration presumption. Without that additional consideration, section 44-2704 makes the over-eighteen-month term vulnerable at the threshold [^idaho-44-2704-duration-consideration].
+
+## What geographic and line-of-business limits apply to Idaho non-competes? {#geography-work-scope}
+
+**Short answer.** Idaho presumes geography reasonable when it is limited to areas where the worker provided services or had significant presence or influence. It also presumes work scope reasonable when limited to the type of employment or line of business the worker actually conducted for the employer [^idaho-44-2704-geographic-presumption][^idaho-44-2704-line-of-business-presumption].
+
+The geographic rule is tied to the worker's footprint, not simply to everywhere the employer does business [^idaho-44-2704-geographic-presumption]. The line-of-business rule is tied to the worker's actual work, not every possible role in the employer's industry [^idaho-44-2704-line-of-business-presumption].
+
+Those presumptions matter in practice because a court may still ask whether the covenant imposes more restraint than reasonably necessary. *Blaskiewicz* noted that a physician restriction could potentially be modified to cover only the medicine performed for the former employer, rather than all medicine the physician could perform [^blaskiewicz-modify-work-scope].
+
+> [!CAUTION]
+> **Drafting note.**
+>
+> Avoid statewide or all-industry language unless the facts justify it. Idaho's presumptions are strongest when the territory tracks the worker's actual service area or influence and the restricted business tracks the worker's actual work for the employer [^idaho-44-2704-geographic-presumption][^idaho-44-2704-line-of-business-presumption].
+
+## Will an Idaho court modify an overbroad non-compete? {#court-modification}
+
+**Short answer.** Usually yes, because Idaho's statute uses mandatory modification language. Idaho Code § 44-2703 says a court shall limit or modify[^idaho-44-2703-mandatory-modification] an unreasonable covenant and enforce it as limited or modified.
+
+That blue-pencil rule is strong, but it is not a license to omit essential terms. Idaho courts have long treated employment restraints as strictly construed against the employer, and *Intermountain Eye* cautioned that a court may blue-pencil only if it can be done simply and accurately [^intermountain-simple-blue-pencil].
+
+*Blaskiewicz* applied the statute's modification power after chapter 44-27 was enacted. It faulted the district court for declaring the covenant void without considering statutory modification [^blaskiewicz-blue-pencil-statute].
+
+In practice, *Brand Makers Promotional Products, LLC v. Archibald* refused to rewrite a covenant that lacked geographic and line-of-business limits, while *Timberline Drilling v. American Drilling* reduced a five-year period to eighteen months. Those cases are useful drafting context, but the source corpus here does not include quote-verified text for them.
+
+> [!CAUTION]
+> **Drafting note.**
+>
+> Give the court something workable to modify. Section 44-2703 supports narrowing unreasonable terms, but strict construction and the simple-and-accurate limit make absent geography, absent work scope, or a missing protectable-interest theory materially riskier [^idaho-44-2703-mandatory-modification][^intermountain-simple-blue-pencil].
+
+## Are customer non-solicitation clauses enforceable in Idaho, and what counts as solicitation? {#customer-nonsolicits}
+
+**Short answer.** Yes, customer non-solicitation clauses can be enforced, but solicitation requires affirmative conduct. In 2025, *Insure Idaho v. Horn* held that solicitation requires an overt act seeking business, and that mere acceptance of business is not solicitation [^horn-overt-act].
+
+This is Idaho's headline recent development for customer restrictions. *Horn* distinguishes active solicitation from accepting a customer who independently reaches out. The court said the restricted party must take affirmative action that entreats, implores, pleads, or petitions for the business at issue [^horn-affirmative-action].
+
+That makes no-service or non-dealing clauses a drafting risk. A clause that bars accepting unsolicited business may be broader than a true non-solicit, and Idaho has not yet fully resolved whether that broader alternative is enforceable as a non-compete, a modified non-solicit, or something else.
+
+> [!CAUTION]
+> **Drafting note.**
+>
+> Draft customer restrictions around affirmative solicitation, not passive acceptance of unsolicited work. If the business wants a no-service or non-dealing restriction, treat it as an unsettled Idaho question and analyze whether it functions as a direct-competition restraint under chapter 44-27 [^horn-overt-act][^horn-no-mere-acceptance].
+
+## Are non-competes for Idaho healthcare providers enforceable? {#healthcare-providers}
+
+**Short answer.** Yes, Idaho does not categorically ban physician or healthcare-provider non-competes. But courts weigh the employer's interests against patient access, continuity of care, and the public interest in the physician-patient relationship [^intermountain-patient-choice].
+
+*Intermountain Eye* rejected an outright ban but treated physician covenants as different from ordinary commercial restraints. The court held that the employer's interest in patients is limited by patient continuity and choice [^intermountain-patient-choice].
+
+*Dick v. Geist* reached a similar public-interest result in a Twin Falls physician dispute. Even assuming the covenant was otherwise valid, the court refused an injunction because enforcing it would seriously impair public welfare in the affected community [^dick-public-welfare].
+
+> [!NOTE]
+> **Practice note.**
+>
+> Healthcare enforcement needs evidence about actual services, patient access, referral sources, continuity of care, and community need. A reasonable time and radius may still fail as an injunction if the public-interest showing favors patient access to the provider [^intermountain-patient-choice][^dick-public-welfare].
+
+## Does an Idaho non-compete period toll or extend during a breach or litigation? {#tolling-during-breach}
+
+**Short answer.** Idaho law is unsettled. No Idaho statute or Idaho appellate decision in the staged source corpus squarely addresses whether a non-compete term tolls during breach or litigation, so the safer answer is that the issue remains open.
+
+The statutory tension is real. Section 44-2704 presumes terms of eighteen months or less reasonable and requires additional consideration for a direct-competition restriction that exceeds eighteen months [^idaho-44-2704-tolling-tension]. Section 44-2703 tells courts to modify unreasonable covenants and enforce them as modified [^idaho-44-2703-tolling-modification].
+
+That leaves an unresolved question: if a tolling or extension-on-breach clause pushes the effective restraint beyond eighteen months, an Idaho court may treat the extension as outside the duration presumption and may require independent consideration. No Idaho court has resolved that issue.
+
+> [!NOTE]
+> **Practice note.**
+>
+> Treat tolling and extension-on-breach language as an open Idaho drafting question, not a settled remedy. A clause that extends the effective restraint past eighteen months risks losing the statutory duration presumption and triggering the additional-consideration requirement, even though section 44-2703 may let a court modify unreasonable terms [^idaho-44-2704-tolling-tension][^idaho-44-2703-tolling-modification].
+
+## Will Idaho enforce an out-of-state choice-of-law or forum-selection clause? {#choice-of-law-forum}
+
+**Short answer.** Often no for clauses that keep an Idaho party from enforcing contract rights in Idaho tribunals or require out-of-state arbitration. Idaho Code § 29-110 voids those restrictions as Idaho public policy, and *Off-Spec Solutions* applied that policy to require Idaho arbitration [^idaho-29-110-public-policy].
+
+Section 29-110 is not a non-compete statute, but it matters in Idaho restrictive-covenant disputes because employers sometimes pair a non-compete with another state's law or forum. The statute protects access to Idaho tribunals and says out-of-state arbitration is not protected by the arbitration carveout [^idaho-29-110-public-policy].
+
+*Off-Spec Solutions* held that Idaho Code § 29-110 is a strong public policy sufficient to invalidate forum-selection clauses in the agreements before the court [^off-spec-strong-policy].
+
+> [!CAUTION]
+> **Drafting note.**
+>
+> Do not assume a foreign law or out-of-state forum clause will move an Idaho resident's restrictive-covenant dispute out of Idaho. At minimum, separate forum, arbitration location, and choice-of-law analysis and account for Idaho Code § 29-110 [^idaho-29-110-public-policy][^off-spec-strong-policy].
+
+## Are sale-of-business non-competes treated differently in Idaho? {#sale-of-business}
+
+**Short answer.** Yes. Idaho gives more deference to non-competes ancillary to the sale of a business than to ordinary employment non-competes, because the buyer is usually purchasing goodwill and is entitled to reasonable protection from seller competition [^bybee-sale-goodwill].
+
+*Bybee v. Isaac* involved a crop-dusting business sale. The Idaho Supreme Court emphasized that employment non-competes are disfavored, but sale-of-business covenants are not construed as strictly because they protect purchased goodwill [^bybee-sale-goodwill].
+
+Sale covenants still must be reasonable in time, scope, and territory. In *Bybee*, the five-year, fifty-mile covenant was not facially overbroad as a matter of law in the sale context [^bybee-not-overbroad].
+
+> [!CAUTION]
+> **Drafting note.**
+>
+> Tie the restraint to the sold business and its goodwill. Sale-of-business status helps, but it does not eliminate the reasonableness requirement for duration, geography, and scope [^bybee-sale-goodwill][^bybee-not-overbroad].
+
+## What trade-secret protection remains if an Idaho non-compete fails? {#trade-secrets}
+
+**Short answer.** Trade-secret protection remains available independently. Idaho Code § 44-2704 says chapter 44-27 does not limit protection for trade secrets or proprietary and confidential information, and the Idaho Trade Secrets Act authorizes injunctions for actual or threatened misappropriation [^idaho-44-2704-trade-secret-preserved][^idaho-48-802-injunction].
+
+The Idaho Trade Secrets Act defines trade secrets by economic value from secrecy and reasonable efforts to maintain secrecy. That can protect confidential formulas, compilations, programs, methods, techniques, processes, and similar information even when a non-compete is unavailable or narrowed [^idaho-48-801-trade-secret-definition].
+
+The remedy is also different. A trade-secret injunction targets actual or threatened misappropriation, not ordinary competition by a former worker [^idaho-48-802-injunction].
+
+> [!CAUTION]
+> **Drafting note.**
+>
+> Separate confidentiality, trade-secret, and non-compete obligations. If the real risk is misuse of secret information, an Idaho Trade Secrets Act claim may be better tailored than a broad work ban, but the employer still needs secrecy efforts and misappropriation evidence [^idaho-48-801-trade-secret-definition][^idaho-48-802-injunction].
+
+[^about]: By Steven Obiajulu, J.D. Published by [openagreements.org](https://openagreements.org) · Maintained by [UseJunior](https://usejunior.com). Last reviewed 2026-06-02. License: CC BY 4.0. Steven Obiajulu, J.D. is admitted in New York, not Idaho. This article synthesizes Idaho primary law and is not legal advice from a Idaho-admitted attorney. This article is for informational purposes only and does not create an attorney-client relationship.
+
+[^idaho-44-2701-key-employee-enforceable]: **Idaho Code § 44-2701** — "A key employee or key independent contractor may enter into a written agreement or covenant that protects the employer’s legitimate business interests and prohibits the key employee or key independent contractor from engaging in employment or a line of business that is in direct competition with the employer’s business after termination of employment, and the same shall be enforceable, if the agreement or covenant is reasonable as to its duration, geographical area, type of employment or line of business, and does not impose a greater restraint than is reasonably necessary to protect the employer’s legitimate business interests." *Idaho Code § 44-2701.* <https://legislature.idaho.gov/statutesrules/idstat/Title44/T44CH27/SECT44-2701/>
+
+[^blaskiewicz-statute-first]: **Blaskiewicz v. Spine Institute of Idaho, P.A.** — "While Intermountain Eye and Freiburger remain instructive, the district court’s failure to address the relevant statutes constitutes clear error." *Blaskiewicz v. Spine Inst. of Idaho, P.A., 171 Idaho 70, 518 P.3d 386 (2022).* <https://www.courtlistener.com/opinion/8436739/blaskiewicz-v-spine-institute-of-idaho/#:~:text=While%20Intermountain%20Eye%20and%20Freiburger,relevant%20statutes%20constitutes%20clear%20error.>
+
+[^idaho-44-2702-key-worker-definition]: **Idaho Code § 44-2702** — "(1) ‘Key employees’ and ‘key independent contractors’ shall include those employees or independent contractors who, by reason of the employer’s investment of time, money, trust, exposure to the public, or exposure to technologies, intellectual property, business plans, business processes and methods of operation, customers, vendors or other business relationships during the course of employment, have gained a high level of inside knowledge, influence, credibility, notoriety, fame, reputation or public persona as a representative or spokesperson of the employer and, as a result, have the ability to harm or threaten an employer’s legitimate business interests." *Idaho Code § 44-2702.* <https://legislature.idaho.gov/statutesrules/idstat/Title44/T44CH27/SECT44-2702/>
+
+[^idaho-44-2704-top-five-presumption]: **Idaho Code § 44-2704** — "(5) It shall be a rebuttable presumption that an employee or independent contractor who is among the highest paid five percent (5%) of the employer’s employees or independent contractors is a ‘key employee’ or a ‘key independent contractor.’" *Idaho Code § 44-2704.* <https://legislature.idaho.gov/statutesrules/idstat/Title44/T44CH27/SECT44-2704/>
+
+[^sky-down-independent-contractors]: **State ex rel. Industrial Commission v. Sky Down Skydiving, LLC** — "Although non-competition clauses are permitted for independent contractors under Idaho Code section 44-2701, such a provision is more indicative of the type of control an employer typically exercises over an employee." *Indus. Comm'n v. Sky Down Skydiving, LLC, 166 Idaho 564, 462 P.3d 92 (2020).* <https://www.courtlistener.com/opinion/10732876/industrial-commission-v-sky-down-skydiving/#:~:text=Although%20non%2Dcompetition%20clauses%20are%20permitted,typically%20exercises%20over%20an%20employee.>
+
+[^idaho-44-2702-legitimate-interests]: **Idaho Code § 44-2702** — "(2) ‘Legitimate business interests’ shall include, but not be limited to, an employer’s goodwill, technologies, intellectual property, business plans, business processes and methods of operation, customers, customer lists, customer contacts and referral sources, vendors and vendor contacts, financial and marketing information, and trade secrets as that term is defined by chapter 8, title 48, Idaho Code." *Idaho Code § 44-2702.* <https://legislature.idaho.gov/statutesrules/idstat/Title44/T44CH27/SECT44-2702/>
+
+[^idaho-44-2701-tailoring]: **Idaho Code § 44-2701** — "A key employee or key independent contractor may enter into a written agreement or covenant that protects the employer’s legitimate business interests and prohibits the key employee or key independent contractor from engaging in employment or a line of business that is in direct competition with the employer’s business after termination of employment, and the same shall be enforceable, if the agreement or covenant is reasonable as to its duration, geographical area, type of employment or line of business, and does not impose a greater restraint than is reasonably necessary to protect the employer’s legitimate business interests." *Idaho Code § 44-2701.* <https://legislature.idaho.gov/statutesrules/idstat/Title44/T44CH27/SECT44-2701/>
+
+[^idaho-44-2704-duration-presumption]: **Idaho Code § 44-2704** — "(2) It shall be a rebuttable presumption that an agreement or covenant with a postemployment term of eighteen (18) months or less is reasonable as to duration." *Idaho Code § 44-2704(2).* <https://legislature.idaho.gov/statutesrules/idstat/Title44/T44CH27/SECT44-2704/>
+
+[^idaho-44-2704-duration-consideration]: **Idaho Code § 44-2704** — "(1) Under no circumstances shall a provision of such agreement or covenant, as set forth herein, establish a postemployment restriction of direct competition that exceeds a period of eighteen (18) months from the time of the key employee’s or key independent contractor’s termination unless consideration, in addition to employment or continued employment, is given to a key employee or key independent contractor." *Idaho Code § 44-2704(1).* <https://legislature.idaho.gov/statutesrules/idstat/Title44/T44CH27/SECT44-2704/>
+
+[^hansen-consideration]: **Insurance Associates Corp. v. Hansen** — "The Court of Appeals further (1) ‘conclude[d] that the findings of fact made by the district court are supported by the evidence, are not clearly erroneous and should not be set aside,’ id. at 206-207 , 723 P.2d at 194-195 ; (2) ‘[held] the agreement was supported by consideration,’ id. at 207-208 , 723 P.2d at 195-196 ; and (3) declined to award attorney fees on appeal to either party." *Ins. Assocs. Corp. v. Hansen, 116 Idaho 948, 782 P.2d 1230 (1989).* <https://www.courtlistener.com/opinion/1147183/insurance-associates-corp-v-hansen/#:~:text=The%20Court%20of%20Appeals%20further,on%20appeal%20to%20either%20party.>
+
+[^idaho-44-2704-geographic-presumption]: **Idaho Code § 44-2704** — "(3) It shall be a rebuttable presumption that an agreement or covenant is reasonable as to geographic area if it is restricted to the geographic areas in which the key employee or key independent contractor provided services or had a significant presence or influence." *Idaho Code § 44-2704(3).* <https://legislature.idaho.gov/statutesrules/idstat/Title44/T44CH27/SECT44-2704/>
+
+[^idaho-44-2704-line-of-business-presumption]: **Idaho Code § 44-2704** — "(4) It shall be a rebuttable presumption that an agreement or covenant is reasonable as to type of employment or line of business if it is limited to the type of employment or line of business conducted by the key employee or key independent contractor, as defined in section 44-2702, Idaho Code, while working for the employer." *Idaho Code § 44-2704(4).* <https://legislature.idaho.gov/statutesrules/idstat/Title44/T44CH27/SECT44-2704/>
+
+[^blaskiewicz-modify-work-scope]: **Blaskiewicz v. Spine Institute of Idaho, P.A.** — "For example, it is possible that, under the proper factual findings, the district court could have modified the agreement to preclude Blaskiewicz from practicing only the type of medicine he did for the Spine Institute, i.e., complex spinal deformity surgery, yet allow him to perform other surgeries he is otherwise qualified to perform." *Blaskiewicz v. Spine Inst. of Idaho, P.A., 171 Idaho 70, 518 P.3d 386 (2022).* <https://www.courtlistener.com/opinion/8436739/blaskiewicz-v-spine-institute-of-idaho/#:~:text=For%20example%2C%20it%20is%20possible,is%20otherwise%20qualified%20to%20perform.>
+
+[^idaho-44-2703-mandatory-modification]: **Idaho Code § 44-2703** — "To the extent any such agreement or covenant is found to be unreasonable in any respect, a court shall limit or modify the agreement or covenant as it shall determine necessary to reflect the intent of the parties and render it reasonable in light of the circumstances in which it was made and specifically enforce the agreement or covenant as limited or modified." *Idaho Code § 44-2703.* <https://legislature.idaho.gov/statutesrules/idstat/Title44/T44CH27/SECT44-2703/>
+
+[^intermountain-simple-blue-pencil]: **Intermountain Eye & Laser Centers, P.L.L.C. v. Miller** — "While the court may blue-pencil, if it can be done simply and accurately, the court will not do a substantial rewrite of the contract." *Intermountain Eye & Laser Ctrs., P.L.L.C. v. Miller, 142 Idaho 218, 127 P.3d 121 (2005).* <https://www.courtlistener.com/opinion/2510251/intermountain-eye-laser-centers-pllc-v-miller/#:~:text=While%20the%20court%20may%20blue%2Dpencil%2C,substantial%20rewrite%20of%20the%20contract.>
+
+[^blaskiewicz-blue-pencil-statute]: **Blaskiewicz v. Spine Institute of Idaho, P.A.** — "However, even if the provision is too broad, the district court had within its power the ability to limit or modify the non-compete provision through blue-penciling." *Blaskiewicz v. Spine Inst. of Idaho, P.A., 171 Idaho 70, 518 P.3d 386 (2022).* <https://www.courtlistener.com/opinion/8436739/blaskiewicz-v-spine-institute-of-idaho/#:~:text=However%2C%20even%20if%20the%20provision,the%20non%2Dcompete%20provision%20through%20blue%2Dpenciling.>
+
+[^horn-overt-act]: **Insure Idaho, LLC v. Horn** — "We hold that the plain meaning of solicitation requires some overt act initiated by one party, seeking something in return from a second party." *Insure Idaho, LLC v. Horn, No. 49936 (Idaho July 11, 2025).* <https://www.courtlistener.com/opinion/10634458/insure-idaho-v-horn/#:~:text=We%20hold%20that%20the%20plain,return%20from%20a%20second%20party.>
+
+[^horn-affirmative-action]: **Insure Idaho, LLC v. Horn** — "Although ‘the difference between accepting and receiving business, on the one hand, and indirectly soliciting on the other, may be more metaphysical than real,’ Alexander & Alexander, Inc. v. Danahy, 488 N.E.2d 22, 30 (Mass. App. Ct. 1986), one thing is certain: the restricted party needs to take affirmative action that entreats, implores, pleads, or petitions for the business at issue." *Insure Idaho, LLC v. Horn, No. 49936 (Idaho July 11, 2025).* <https://www.courtlistener.com/opinion/10634458/insure-idaho-v-horn/#:~:text=Although%20%E2%80%9Cthe%20difference%20between%20accepting,for%20the%20business%20at%20issue.>
+
+[^horn-no-mere-acceptance]: **Insure Idaho, LLC v. Horn** — "To be clear, the mere acceptance of business, without more, does not fall within the plain meaning of solicitation; nor can a court infer solicitation from the simple communication between parties alone." *Insure Idaho, LLC v. Horn, No. 49936 (Idaho July 11, 2025).* <https://www.courtlistener.com/opinion/10634458/insure-idaho-v-horn/#:~:text=To%20be%20clear%2C%20the%20mere,simple%20communication%20between%20parties%20alone.>
+
+[^intermountain-patient-choice]: **Intermountain Eye & Laser Centers, P.L.L.C. v. Miller** — "The extent of Intermountain Eye’s interest in those patients Dr. Miller inherited when he joined the firm and those patients it provided him thereafter is limited by those patients’ interests in continuity of care and access to the health care provider of their choice." *Intermountain Eye & Laser Ctrs., P.L.L.C. v. Miller, 142 Idaho 218, 127 P.3d 121 (2005).* <https://www.courtlistener.com/opinion/2510251/intermountain-eye-laser-centers-pllc-v-miller/#:~:text=The%20extent%20of%20Intermountain%20Eye%E2%80%99s%20interest%20in%20those,care%20provider%20of%20their%20choice.>
+
+[^dick-public-welfare]: **Dick v. Geist** — "It has been shown, in this case, by sufficient competent, though disputed, evidence that the welfare of the public in the Twin Falls area would have been seriously impaired by enjoining Geist and Miles from practicing their specialty." *Dick v. Geist, 107 Idaho 931, 693 P.2d 1133 (Ct. App. 1985).* <https://www.courtlistener.com/opinion/1173077/dick-v-geist/#:~:text=It%20has%20been%20shown%2C%20in,Miles%20from%20practicing%20their%20specialty.>
+
+[^idaho-44-2704-tolling-tension]: **Idaho Code § 44-2704** — "(2) It shall be a rebuttable presumption that an agreement or covenant with a postemployment term of eighteen (18) months or less is reasonable as to duration." *Idaho Code § 44-2704.* <https://legislature.idaho.gov/statutesrules/idstat/Title44/T44CH27/SECT44-2704/>
+
+[^idaho-44-2703-tolling-modification]: **Idaho Code § 44-2703** — "To the extent any such agreement or covenant is found to be unreasonable in any respect, a court shall limit or modify the agreement or covenant as it shall determine necessary to reflect the intent of the parties and render it reasonable in light of the circumstances in which it was made and specifically enforce the agreement or covenant as limited or modified." *Idaho Code § 44-2703.* <https://legislature.idaho.gov/statutesrules/idstat/Title44/T44CH27/SECT44-2703/>
+
+[^idaho-29-110-public-policy]: **Idaho Code § 29-110** — "(1) Every stipulation or condition in a contract, by which any party thereto is restricted from enforcing his rights under the contract in Idaho tribunals, or which limits the time within which he may thus enforce his rights, is void as it is against the public policy of Idaho." *Idaho Code § 29-110.* <https://legislature.idaho.gov/statutesrules/idstat/Title29/T29CH1/SECT29-110/>
+
+[^off-spec-strong-policy]: **Off-Spec Solutions, LLC v. Transportation Investors, LLC** — "Therefore, we hold that Idaho Code section 29-110(1) constitutes a strong public policy that is sufficient to invalidate the forum selection clauses in the purchase agreement and the LLC agreement." *Off-Spec Sols., LLC v. Transp. Invs., LLC, No. 47940 (Idaho May 19, 2021).* <https://www.courtlistener.com/opinion/10732800/off-spec-solutions-llc-v-transportation-investors-llc/#:~:text=Therefore%2C%20we%20hold%20that%20Idaho,agreement%20and%20the%20LLC%20agreement.>
+
+[^bybee-sale-goodwill]: **Bybee v. Isaac** — "When the covenant not to compete is ancillary to the sale of a business, any decision on the reasonableness of the covenants must recognize ‘that the vendee is usually purchasing the good will of the business and thus is entitled to reasonable protection from competition by the seller.’" *Bybee v. Isaac, 145 Idaho 251, 178 P.3d 616 (2008).* <https://www.courtlistener.com/opinion/2507705/bybee-v-isaac/#:~:text=When%20the%20covenant%20not%20to,from%20competition%20by%20the%20seller.%E2%80%9D>
+
+[^bybee-not-overbroad]: **Bybee v. Isaac** — "However, when viewing the non-compete covenant in this case in the context of the sale of a business, it is not so over-broad and vague as to be unenforceable as a matter of law." *Bybee v. Isaac, 145 Idaho 251, 178 P.3d 616 (2008).* <https://www.courtlistener.com/opinion/2507705/bybee-v-isaac/#:~:text=However%2C%20when%20viewing%20the%20non%2Dcompete,as%20a%20matter%20of%20law.>
+
+[^idaho-44-2704-trade-secret-preserved]: **Idaho Code § 44-2704** — "Nothing in this chapter shall be construed to limit a party’s ability to otherwise protect trade secrets or other information deemed proprietary or confidential." *Idaho Code § 44-2704.* <https://legislature.idaho.gov/statutesrules/idstat/Title44/T44CH27/SECT44-2704/>
+
+[^idaho-48-802-injunction]: **Idaho Code § 48-802** — "(1) Actual or threatened misappropriation may be enjoined." *Idaho Code § 48-802.* <https://legislature.idaho.gov/statutesrules/idstat/Title48/T48CH8/SECT48-802/>
+
+[^idaho-48-801-trade-secret-definition]: **Idaho Code § 48-801** — "(5) ‘Trade secret’ means information, including a formula, pattern, compilation, program, computer program, device, method, technique, or process, that: (a) Derives independent economic value, actual or potential, from not being generally known to, and not being readily ascertainable by proper means by, other persons who can obtain economic value from its disclosure or use; and (b) Is the subject of efforts that are reasonable under the circumstances to maintain its secrecy." *Idaho Code § 48-801.* <https://legislature.idaho.gov/statutesrules/idstat/Title48/T48CH8/SECT48-801/>