open-agreements 0.7.6 → 0.8.0

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

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+---
+jurisdiction: "Arizona"
+slug: arizona
+countryCode: US
+snapshotAsOf: "2026-06-19"
+lastReviewed: "2026-06-03"
+canonicalUrl: https://openagreements.org/practice-guides/non-compete/us/arizona
+license: CC BY 4.0
+stale: false
+---
+
+> [!IMPORTANT]
+> **Informational only — not legal advice.** This is a snapshot of an OpenAgreements practice note,
+> provided for general information. It is not legal advice, does not create an attorney-client
+> relationship, and is not a substitute for a licensed attorney in the relevant jurisdiction.
+> Laws change; verify against the canonical version before relying on it.
+>
+> **Canonical:** https://openagreements.org/practice-guides/non-compete/us/arizona · **Snapshot as of:** 2026-06-19 · License: CC BY 4.0 · © openagreements.org
+
+# Non-Competes in Arizona[^about]
+
+A question-by-question summary of Arizona non-compete law, including the common-law reasonableness test, the strict no-rewrite (blue-pencil) rule, physician covenants under Valley Medical Specialists v. Farber, the broadcast-employee ban in A.R.S. § 23-494, continued-employment consideration, confidentiality covenants treated as de facto non-competes, the Arizona Uniform Trade Secrets Act, sale-of-business covenants, tolling, attorney fees, and the failed HB 2361 statewide-ban bill.
+
+
+## At a glance
+
+| Question | Arizona |
+| --- | --- |
+| **Are non-competes enforceable?** | Allowed if reasonable |
+| **Bottom line** | Arizona has no general non-compete statute; an employee covenant is enforceable under common law only if reasonable and no broader than necessary to protect a legitimate business interest. |
+| **Main law or case** | common law (Valley Medical Specialists v. Farber, 982 P.2d 1277 (Ariz. 1999)) |
+| **Main exceptions** | Broadcast-employee ban (A.R.S. § 23-494); physicians enforceable only under heightened scrutiny |
+| **Can a court narrow it?** | Only strikes wording |
+| **Applies to contractors?** | Unclear |
+| **Restriction extended during a breach?** | Not addressed |
+| **Maximum length set by law** | No statutory limit |
+
+## Are employee non-compete agreements enforceable in Arizona? {#enforceability}
+
+**Short answer.** Sometimes. Arizona has no general statute banning or governing employee non-competes, so the question is decided under common law: a covenant not to compete is enforceable only if it is reasonable. Arizona courts treat these restraints as disfavored[^q1-amex-disfavored] and will refuse to enforce one that sweeps further than the employer's legitimate interest requires [^q1-farber-reasonableness].
+
+Unlike California, North Dakota, or Oklahoma, Arizona does not void employee non-competes by statute. The governing framework comes from the Arizona Supreme Court's decision in *Valley Medical Specialists v. Farber* and a line of Court of Appeals cases applying a fact-intensive reasonableness analysis.
+
+"A restriction is unreasonable and thus will not be enforced: (1) if the restraint is greater than necessary to protect the employer's legitimate interest; or (2) if that interest is outweighed by the hardship to the employee and the likely injury to the public."[^q1-farber-reasonableness]
+
+Because the analysis turns on the facts of each restraint, an employer cannot assume a covenant is enforceable just because the employee signed it. The sections below walk through the reasonableness test, the unusually strict rule against judicial rewriting, and the profession- and context-specific rules.
+
+## What makes a non-compete reasonable under Arizona law? {#reasonableness-test}
+
+**Short answer.** A restraint that is no broader than necessary to protect a legitimate business interest. The employer must identify a protectable interest — such as trade secrets, confidential information, or customer goodwill — and the restriction's duration, geography, and scope of prohibited activity must be tailored to that interest. The employee's hardship is one of the factors weighed in the analysis [^q2-amex-reasonable][^q2-amex-hardship].
+
+The threshold question is always whether the employer has an interest worth protecting. Without one, the covenant fails no matter how narrowly it is drawn.
+
+"A restrictive covenant - whether a covenant not to compete or an anti-piracy agreement - is enforceable as long as it is no broader than necessary to protect the employer's legitimate business interest."[^q2-hilb-protectable]
+
+In *Hilb, Rogal & Hamilton Co. of Arizona v. McKinney*, the Court of Appeals refused to enforce an anti-piracy covenant because the employer had no protectable interest in the particular account at issue.
+
+"We hold that HRH had no protectable interest in the Bell Ford account."[^q2-hilb-holding]
+
+Even where an interest exists, reasonableness is measured against the burden on the employee.
+
+"Hardship to the employee, however, is one of the factors to be considered in determining reasonableness."[^q2-amex-hardship]
+
+## Will an Arizona court narrow or rewrite an overbroad non-compete? {#court-narrowing}
+
+**Short answer.** No — not by rewriting it. Arizona follows a strict blue-pencil rule: a court may eliminate a grammatically severable unreasonable term, but it may not add language or rewrite the covenant to make it reasonable. If the unreasonable portion is not severable, the whole restraint falls [^q3-varsity-bluepencil][^q3-bryceland-severable].
+
+This is the single most important drafting fact about Arizona non-competes. In *Varsity Gold, Inc. v. Porzio*, the Court of Appeals reversed a trial court that had narrowed an overbroad covenant to save it.
+
+"The court explained that, while Arizona courts may ‘blue pencil’ a restrictive covenant by eliminating grammatically sever-able, unreasonable terms, the court cannot add provisions or rewrite them."[^q3-varsity-bluepencil]
+
+"In summary, we decide that the trial court erred by rewriting the restrictive covenant to render it reasonable and enforceable."[^q3-varsity-norewrite]
+
+Where the unreasonable language cannot be cleanly struck, the covenant is unenforceable as a whole. In *Bryceland v. Northey*, the court found the restraint unreasonably broad and not severable.
+
+"Neither the contract itself nor other evidence in the record indicates that this unreasonable portion of the contract was severable."[^q3-bryceland-severable]
+
+For a clause-by-clause pass over a specific agreement against these drafting rules, the [Arizona non-compete review checklist](/checklists/non-compete/us/arizona) walks the full covenant suite item by item with each requirement's force level.
+
+> [!CAUTION]
+> **Drafting note.**
+>
+> Because an Arizona court will strike — not narrow — an overbroad covenant, draft duration, geography, and prohibited activity to the minimum the legitimate business interest actually requires, and use distinct, grammatically severable clauses so a single defect does not void the entire restraint. An overbroad covenant is more likely to fall entirely than to be trimmed by the court [^q3-varsity-bluepencil][^q3-bryceland-severable].
+
+## What non-compete rules apply to physicians in Arizona? {#physician-rules}
+
+**Short answer.** Physician non-competes are not categorically void, but they face heightened scrutiny. In *Farber*, the Arizona Supreme Court held that physician covenants must be strictly construed for reasonableness because of the public interest in patients' ability to choose their doctor, and it refused to enforce the covenant before it on public-policy grounds [^q4-farber-strict][^q4-farber-publicpolicy].
+
+A reasonable physician covenant can still be enforced. The Court of Appeals in *Phoenix Orthopaedic Surgeons, Ltd. v. Peairs* rejected the argument that all physician non-competes are void as against public policy.
+
+"We reject, however, Dr. Peairs' suggestion that all such covenants not to compete are unenforceable as against public policy."[^q4-phoenix-notvoid]
+
+But *Farber* makes clear that the public's interest weighs heavily, and that close calls go against enforcement.
+
+"In light of the great public policy interest involved in covenants not to compete between physicians, each agreement will be strictly construed for reasonableness."[^q4-farber-strict]
+
+> [!NOTE]
+> **Practice note.**
+>
+> Treat a physician non-compete as enforceable only when it is narrowly tailored. Even a covenant that protects a real interest can fail if the restriction on the physician's practice harms patient access; in *Farber* the public-policy interest outweighed the employer's protectable interest [^q4-farber-publicpolicy][^q4-farber-strict].
+
+## Can Arizona broadcast employees be required to sign non-competes? {#broadcast-employees}
+
+**Short answer.** No. Arizona has one statutory non-compete ban, and it covers broadcast employees. Under A.R.S. § 23-494, it is unlawful for a television or radio station or network to require a current or prospective employee to agree to a noncompete clause as a condition of employment [^q5-ars-23-494-prohibition].
+
+This is a categorical prohibition, not a reasonableness test. The statute defines both who is covered and what counts as a prohibited clause.
+
+"As a condition of employment, it is unlawful for a broadcast employer to require a current or prospective employee to agree to a noncompete clause."[^q5-ars-23-494-prohibition]
+
+"‘Noncompete clause’ means a clause in an employment contract with a broadcast employer that prohibits an employee from working in a specific geographic area for a specific period of time after leaving employment with the broadcast employer."[^q5-ars-23-494-definition]
+
+## Is continued employment enough consideration for an Arizona non-compete? {#consideration}
+
+**Short answer.** Yes. Arizona follows the majority rule that continued at-will employment is sufficient consideration to support a covenant, even one signed after employment has already begun. An employer does not have to give a raise, bonus, or promotion to satisfy consideration for a mid-employment covenant — though the covenant still must clear Arizona's reasonableness and no-rewrite rules to be enforceable [^q6-mattison-consideration].
+
+The leading statement is in *Mattison v. Johnston*, where the Court of Appeals upheld a covenant signed during an at-will relationship.
+
+"Although there is authority to the contrary, most jurisdictions which have considered the issue have found that continued employment is sufficient consideration to support a restrictive covenant executed after employment has commenced even where employment continues to be on an at-will basis."[^q6-mattison-consideration]
+
+A federal court applying Arizona law reached the same result in *Compass Bank v. Hartley*.
+
+"In addition, the promise of continued employment validates a covenant executed after the employment relationship has commenced, even where it continues to be on an at-will basis."[^q6-compass-continued]
+
+## Are confidentiality and non-solicitation covenants treated as non-competes in Arizona? {#nonsolicitation-confidentiality}
+
+**Short answer.** They can be. Arizona looks at the functional effect of a restraint, not its label. A confidentiality or non-solicitation covenant that is broad enough to operate as a practical bar on competition is analyzed as a non-compete and judged for reasonableness. In *Orca Communications Unlimited, LLC v. Noder*, the Court of Appeals held that an unlimited confidentiality covenant was unenforceable as the equivalent of a geographically unrestricted non-compete [^q7-orca-defacto].
+
+The risk is greatest where a confidentiality clause has no time or geographic limit and reaches information that is not a trade secret.
+
+"Thus, the trial court did not err in finding that the confidentiality covenant is unenforceable as the equivalent of a geographically unrestricted non-competition agreement."[^q7-orca-defacto]
+
+> [!CAUTION]
+> **Drafting note.**
+>
+> Scope confidentiality and non-solicitation covenants to actual trade secrets and confidential information, with reasonable limits, rather than broadly restricting a former employee's use of general skills or knowledge. An open-ended confidentiality clause can be struck as a disguised non-compete and is subject to the same strict no-rewrite rule [^q7-orca-defacto][^q7-hilb-antipiracy].
+
+## How does the Arizona Uniform Trade Secrets Act interact with non-competes? {#trade-secrets}
+
+**Short answer.** The Arizona Uniform Trade Secrets Act (AUTSA), A.R.S. §§ 44-401 to 44-407, protects trade secrets independently of any covenant, so an employer often has a remedy even without an enforceable non-compete. AUTSA displaces conflicting common-law claims for trade-secret misappropriation, but it expressly preserves contractual remedies and other civil remedies not based on misappropriation [^q8-ars-44-407-displacement][^q8-ars-44-407-contract].
+
+AUTSA defines a trade secret by the familiar two-part test of independent economic value plus reasonable secrecy efforts.
+
+"‘Trade secret’ means information, including a formula, pattern, compilation, program, device, method, technique or process, that both: (a) Derives independent economic value, actual or potential, from not being generally known to, and not being readily ascertainable by proper means by, other persons who can obtain economic value from its disclosure or use. (b) Is the subject of efforts that are reasonable under the circumstances to maintain its secrecy."[^q8-ars-44-401-definition]
+
+Crucially, the Arizona Supreme Court held in the *Orca* appeal that AUTSA does not wipe out common-law claims based on confidential information that does not rise to the level of a trade secret.
+
+"We hold that AUTSA does not displace common-law claims based on alleged misappropriation of confidential information that is not a trade secret."[^q8-orca2014-nondisplacement]
+
+A misappropriation claim has a three-year limitations period.
+
+"An action for misappropriation must be brought within three years after the misappropriation is discovered or by the exercise of reasonable diligence should have been discovered."[^q8-ars-44-406-sol]
+
+## Are sale-of-business non-competes treated differently in Arizona? {#sale-of-business}
+
+**Short answer.** Yes, somewhat more leniently. A covenant given as part of the sale of a business protects the goodwill the buyer paid for, so Arizona courts will ordinarily uphold one that is limited in time and geographic scope. The covenant still must be reasonable and cannot bar the seller from all business whatsoever [^q9-gann-validity][^q9-gann-goodwill].
+
+In *Gann v. Morris*, the Court of Appeals explained why sale-of-business covenants get more latitude than employment covenants.
+
+"Where limited as to time and space, the covenant is ordinarily valid unless it is to refrain from all business whatsoever."[^q9-gann-validity]
+
+"The sale of such a business necessarily includes the sale of good will and the purchaser has the right to assure himself as best he can of the transfer of the good will."[^q9-gann-goodwill]
+
+More latitude is not a free pass. In *Berkadia Real Estate Advisors LLC v. Wadlund* (D. Ariz. 2024), a federal court applying Arizona law refused to enforce a sale-of-business covenant whose activity, geographic, and duration limits swept further than the goodwill the buyer had acquired.
+
+"The Court finds that the scope of activity, the geographic scope, and the duration of the TCRA restrictive covenants, singularly and in combination, are unreasonable."[^q9-berkadia-unreasonable]
+
+> [!CAUTION]
+> **Drafting note.**
+>
+> Tie a sale-of-business covenant's geography, duration, and scope of restricted activity to the goodwill actually being transferred. In *Berkadia* a nationwide covenant binding a seller who had only ever worked in Tucson was struck as unreasonable, and Arizona's no-rewrite rule meant the court would not pare it back [^q9-berkadia-unreasonable][^q9-gann-validity].
+
+## Does an Arizona non-compete period extend while the employee is in breach or litigation is pending? {#tolling}
+
+**Short answer.** Arizona law does not squarely answer this. No Arizona appellate decision appears to have decided whether a non-compete period tolls — pauses and extends — while the former employee is violating the covenant or while enforcement litigation is pending. Because Arizona judges covenants for reasonableness and will not rewrite an overbroad term, a contractual extension-on-breach clause is best analyzed as part of the covenant's overall duration and drafted conservatively [^q10-farber-reasonableness][^q10-varsity-norewrite].
+
+The uncertainty is structural. Arizona has no statute on point and no controlling case directly addressing judicial or contractual tolling of restrictive covenants. Two general rules shape the risk. First, the covenant's total effective duration — including any extension — is measured for reasonableness [^q10-farber-reasonableness]. Second, because an Arizona court will strike rather than narrow an unreasonable term, an aggressive extension clause that makes the effective period unreasonable risks taking the covenant down with it rather than being trimmed [^q10-varsity-norewrite].
+
+> [!CAUTION]
+> **Drafting note.**
+>
+> If you include a clause extending the restricted period for the time the employee is in breach, draft the base period and the extension so that the combined duration is still reasonable on its own terms. Under Arizona's strict no-rewrite rule, a court that finds the extended period unreasonable is more likely to void the covenant than to shorten it [^q10-varsity-norewrite][^q10-farber-reasonableness].
+
+## Can a non-signatory enforce a forum-selection clause in an Arizona contract dispute? {#non-signatory-forum-clause}
+
+**Short answer.** Generally no, based only on a close relationship to a party. In 2025 the Arizona Supreme Court declined to adopt the closely-related-party doctrine for forum-selection clauses, holding that the provisions of the contract control. A person or company that did not sign the contract — an affiliate, a founder, or a related entity — cannot enforce its forum-selection clause against a signatory merely because it is closely related to a party [^q11-henderson-forum].
+
+This matters for covenant disputes, where a party often tries to invoke a contract's forum-selection clause for the benefit of someone who never signed the agreement.
+
+"We decline to adopt that doctrine with regard to forum selection clauses, holding that the provisions of the contract control and that other established doctrines providing non-signatories with benefits under a contract are ample."[^q11-henderson-forum]
+
+## Can an employer use another state's law to make an Arizona non-compete easier to enforce? {#out-of-state-law}
+
+**Short answer.** Often not, when Arizona has the strongest connection to the employment. A federal court in Arizona declined to apply a Washington choice-of-law clause that would have imported Washington's more employer-friendly approach to non-competes, reasoning that doing so would be contrary to a fundamental policy of Arizona law [^qcol-pathway-policy][^qcol-pathway-187].
+
+In *Pathway Medical Technologies, Inc. v. Nelson*, the employer's agreement selected Washington law, which is friendlier to non-competes — including allowing courts to rewrite an overbroad covenant. Applying the Restatement (Second) of Conflict of Laws § 187, the court treated that as an attempt to escape Arizona's policy.
+
+"Arizona law does not approve of broad non-compete provisions."[^qcol-pathway-policy]
+
+"the Agreement's choice of Washington law likely is not enforceable under Restatement section 187(2)(b)."[^qcol-pathway-187]
+
+> [!CAUTION]
+> **Drafting note.**
+>
+> Do not rely on a sister-state choice-of-law clause to obtain a more lenient non-compete rule or judicial reformation for an Arizona-centered employment relationship. Where Arizona has the most significant relationship, a court may apply Arizona law — including its strict no-rewrite rule — regardless of the contract's chosen law [^qcol-pathway-187][^qcol-pathway-policy].
+
+## Who pays attorney fees in an Arizona non-compete lawsuit? {#attorney-fees}
+
+**Short answer.** Either side can be ordered to. A non-compete dispute arises out of a contract, so A.R.S. § 12-341.01 lets the court award reasonable attorney fees to the successful party. The award is discretionary, but the fee-shifting risk runs both ways: an employer that loses an overreaching enforcement action can be ordered to pay the former employee's fees [^q12-ars-12-341-fees].
+
+"In any contested action arising out of a contract, express or implied, the court may award the successful party reasonable attorney fees."[^q12-ars-12-341-fees]
+
+## What are the recent developments in Arizona non-compete law? {#recent-developments}
+
+**Short answer.** Arizona remains a common-law reasonableness state, and recent efforts to change that by statute have not been enacted. In 2026, HB 2361 proposed adding a new statute, A.R.S. § 23-207, to bar any public or private employer from requiring a noncompete clause; a near-identical 2025 bill, HB 2589, proposed the same ban. Neither has become law, so Arizona still has no general non-compete statute outside the broadcast-employee context [^q13-hb2361][^q13-hb2589].
+
+Both bills used the same operative language, which would have replaced Arizona's case-by-case reasonableness analysis with a flat prohibition for most employees.
+
+"As a condition of employment, it is unlawful for a public or private employer to require a current or prospective employee to agree to a noncompete clause."[^q13-hb2361]
+
+Key developments:
+
+- 
+- 
+
+Because neither ban has become law, an Arizona non-compete is still governed by the reasonableness and strict no-rewrite rules described above, not by any statutory ban outside the broadcast-employee context.
+
+[^about]: By Steven Obiajulu, J.D. Published by [openagreements.org](https://openagreements.org). Last reviewed 2026-06-03. License: CC BY 4.0. Steven Obiajulu, J.D. is admitted in New York, not Arizona. This article synthesizes Arizona primary law and is not legal advice from a Arizona-admitted attorney. This article is for informational purposes only and does not create an attorney-client relationship.
+
+[^q1-amex-disfavored]: **Amex Distributing Co. v. Mascari** — "Restrictive covenants which tend to prevent an employee from pursuing a similar vocation after termination of employment are disfavored." *Amex Distributing Co. v. Mascari, 150 Ariz. 510, 724 P.2d 596 (Ct. App. 1986).* <https://www.courtlistener.com/opinion/1211495/amex-distributing-co-inc-v-mascari/#:~:text=Restrictive%20covenants%20which%20tend%20to,termination%20of%20employment%20are%20disfavored.>
+
+[^q1-farber-reasonableness]: **Valley Medical Specialists v. Farber** — "A restriction is unreasonable and thus will not be enforced: (1) if the restraint is greater than necessary to protect the employer's legitimate interest; or (2) if that interest is outweighed by the hardship to the employee and the likely injury to the public." *Valley Medical Specialists v. Farber, 194 Ariz. 363, 982 P.2d 1277 (1999).* <https://www.courtlistener.com/opinion/1253291/valley-medical-specialists-v-farber/#:~:text=A%20restriction%20is%20unreasonable%20and,likely%20injury%20to%20the%20public.>
+
+[^q2-amex-reasonable]: **Amex Distributing Co. v. Mascari** — "Reasonable restraints-those no broader than the employer's legitimately protectable interests-will be enforced in Arizona." *Amex Distributing Co. v. Mascari, 150 Ariz. 510, 724 P.2d 596 (Ct. App. 1986).* <https://www.courtlistener.com/opinion/1211495/amex-distributing-co-inc-v-mascari/#:~:text=Reasonable%20restraints%2Dthose%20no%20broader%20than,interests%2Dwill%20be%20enforced%20in%20Arizona.>
+
+[^q2-amex-hardship]: **Amex Distributing Co. v. Mascari** — "Hardship to the employee, however, is one of the factors to be considered in determining reasonableness." *Amex Distributing Co. v. Mascari, 150 Ariz. 510, 724 P.2d 596 (Ct. App. 1986).* <https://www.courtlistener.com/opinion/1211495/amex-distributing-co-inc-v-mascari/#:~:text=Hardship%20to%20the%20employee%2C%20however%2C,be%20considered%20in%20determining%20reasonableness.>
+
+[^q2-hilb-protectable]: **Hilb, Rogal & Hamilton Co. of Arizona v. McKinney** — "A restrictive covenant - whether a covenant not to compete or an anti-piracy agreement - is enforceable as long as it is no broader than necessary to protect the employer's legitimate business interest." *Hilb, Rogal & Hamilton Co. of Arizona v. McKinney, 190 Ariz. 213, 946 P.2d 464 (Ct. App. 1997).* <https://www.courtlistener.com/opinion/1124526/hilb-rogal-hamilton-co-of-arizona-inc-v-mckinney/#:~:text=A%20restrictive%20covenant%20%2D%20whether,the%20employer's%20legitimate%20business%20interest.>
+
+[^q2-hilb-holding]: **Hilb, Rogal & Hamilton Co. of Arizona v. McKinney** — "We hold that HRH had no protectable interest in the Bell Ford account." *Hilb, Rogal & Hamilton Co. of Arizona v. McKinney, 190 Ariz. 213, 946 P.2d 464 (Ct. App. 1997).* <https://www.courtlistener.com/opinion/1124526/hilb-rogal-hamilton-co-of-arizona-inc-v-mckinney/#:~:text=We%20hold%20that%20HRH%20had,in%20the%20Bell%20Ford%20account.>
+
+[^q3-varsity-bluepencil]: **Varsity Gold, Inc. v. Porzio** — "The court explained that, while Arizona courts may ‘blue pencil’ a restrictive covenant by eliminating grammatically sever-able, unreasonable terms, the court cannot add provisions or rewrite them." *Varsity Gold, Inc. v. Porzio, 202 Ariz. 355, 45 P.3d 352 (Ct. App. 2002).* <https://www.courtlistener.com/opinion/2638678/varsity-gold-inc-v-porzio/#:~:text=The%20court%20explained%20that%2C%20while,add%20provisions%20or%20rewrite%20them.>
+
+[^q3-bryceland-severable]: **Bryceland v. Northey** — "Neither the contract itself nor other evidence in the record indicates that this unreasonable portion of the contract was severable." *Bryceland v. Northey, 160 Ariz. 213, 772 P.2d 36 (Ct. App. 1989).* <https://www.courtlistener.com/opinion/1414072/bryceland-v-northey/#:~:text=Neither%20the%20contract%20itself%20nor,of%20the%20contract%20was%20severable.>
+
+[^q3-varsity-norewrite]: **Varsity Gold, Inc. v. Porzio** — "In summary, we decide that the trial court erred by rewriting the restrictive covenant to render it reasonable and enforceable." *Varsity Gold, Inc. v. Porzio, 202 Ariz. 355, 45 P.3d 352 (Ct. App. 2002).* <https://www.courtlistener.com/opinion/2638678/varsity-gold-inc-v-porzio/#:~:text=In%20summary%2C%20we%20decide%20that,render%20it%20reasonable%20and%20enforceable.>
+
+[^q4-farber-strict]: **Valley Medical Specialists v. Farber** — "In light of the great public policy interest involved in covenants not to compete between physicians, each agreement will be strictly construed for reasonableness." *Valley Medical Specialists v. Farber, 194 Ariz. 363, 982 P.2d 1277 (1999).* <https://www.courtlistener.com/opinion/1253291/valley-medical-specialists-v-farber/#:~:text=In%20light%20of%20the%20great,be%20strictly%20construed%20for%20reasonableness.>
+
+[^q4-farber-publicpolicy]: **Valley Medical Specialists v. Farber** — "Public policy concerns in this case outweigh Valley Medical's protectable interests in enforcing the agreement." *Valley Medical Specialists v. Farber, 194 Ariz. 363, 982 P.2d 1277 (1999).* <https://www.courtlistener.com/opinion/1253291/valley-medical-specialists-v-farber/#:~:text=Public%20policy%20concerns%20in%20this,interests%20in%20enforcing%20the%20agreement.>
+
+[^q4-phoenix-notvoid]: **Phoenix Orthopaedic Surgeons, Ltd. v. Peairs** — "We reject, however, Dr. Peairs' suggestion that all such covenants not to compete are unenforceable as against public policy." *Phoenix Orthopaedic Surgeons, Ltd. v. Peairs, 164 Ariz. 54, 790 P.2d 752 (Ct. App. 1989).* <https://www.courtlistener.com/opinion/1425574/phoenix-orthopaedic-surgeons-ltd-v-peairs/#:~:text=We%20reject%2C%20however%2C%20Dr.%20Peairs',unenforceable%20as%20against%20public%20policy.>
+
+[^q5-ars-23-494-prohibition]: **A.R.S. § 23-494** — "As a condition of employment, it is unlawful for a broadcast employer to require a current or prospective employee to agree to a noncompete clause." *A.R.S. § 23-494(A).* <https://www.azleg.gov/ars/23/00494.htm>
+
+[^q5-ars-23-494-definition]: **A.R.S. § 23-494** — "‘Noncompete clause’ means a clause in an employment contract with a broadcast employer that prohibits an employee from working in a specific geographic area for a specific period of time after leaving employment with the broadcast employer." *A.R.S. § 23-494(B)(2).* <https://www.azleg.gov/ars/23/00494.htm>
+
+[^q6-mattison-consideration]: **Mattison v. Johnston** — "Although there is authority to the contrary, most jurisdictions which have considered the issue have found that continued employment is sufficient consideration to support a restrictive covenant executed after employment has commenced even where employment continues to be on an at-will basis." *Mattison v. Johnston, 152 Ariz. 109, 730 P.2d 286 (Ct. App. 1986).* <https://www.courtlistener.com/opinion/1118936/mattison-v-johnston/#:~:text=Although%20there%20is%20authority%20to,be%20on%20an%20at%2Dwill%20basis.>
+
+[^q6-compass-continued]: **Compass Bank v. Hartley** — "In addition, the promise of continued employment validates a covenant executed after the employment relationship has commenced, even where it continues to be on an at-will basis." *Compass Bank v. Hartley, 430 F. Supp. 2d 989 (D. Ariz. 2006).* <https://www.courtlistener.com/opinion/2317852/compass-bank-v-hartley/#:~:text=In%20addition%2C%20the%20promise%20of,be%20on%20an%20at%2Dwill%20basis.>
+
+[^q7-orca-defacto]: **Orca Communications Unlimited, LLC v. Noder** — "Thus, the trial court did not err in finding that the confidentiality covenant is unenforceable as the equivalent of a geographically unrestricted non-competition agreement." *Orca Communications Unlimited, LLC v. Noder, 233 Ariz. 411 (Ct. App. 2013).* <https://www.courtlistener.com/opinion/6604207/orca-communications-unlimited-llc-v-noder/#:~:text=Thus%2C%20the%20trial%20court%20did,a%20geographically%20unrestricted%20non%2Dcompetition%20agreement.>
+
+[^q7-hilb-antipiracy]: **Hilb, Rogal & Hamilton Co. of Arizona v. McKinney** — "A restrictive covenant - whether a covenant not to compete or an anti-piracy agreement - is enforceable as long as it is no broader than necessary to protect the employer's legitimate business interest." *Hilb, Rogal & Hamilton Co. of Arizona v. McKinney, 190 Ariz. 213, 946 P.2d 464 (Ct. App. 1997).* <https://www.courtlistener.com/opinion/1124526/hilb-rogal-hamilton-co-of-arizona-inc-v-mckinney/#:~:text=A%20restrictive%20covenant%20%2D%20whether,the%20employer's%20legitimate%20business%20interest.>
+
+[^q8-ars-44-407-displacement]: **A.R.S. § 44-407** — "Except as provided in subsection B, this chapter displaces conflicting tort, restitutionary and other laws of this state providing civil remedies for misappropriation of a trade secret." *A.R.S. § 44-407(A).* <https://www.azleg.gov/ars/44/00407.htm>
+
+[^q8-ars-44-407-contract]: **A.R.S. § 44-407** — "Contractual remedies, whether or not based on misappropriation of a trade secret." *A.R.S. § 44-407(B)(1).* <https://www.azleg.gov/ars/44/00407.htm>
+
+[^q8-ars-44-401-definition]: **A.R.S. § 44-401** — "‘Trade secret’ means information, including a formula, pattern, compilation, program, device, method, technique or process, that both: (a) Derives independent economic value, actual or potential, from not being generally known to, and not being readily ascertainable by proper means by, other persons who can obtain economic value from its disclosure or use. (b) Is the subject of efforts that are reasonable under the circumstances to maintain its secrecy." *A.R.S. § 44-401(4).* <https://www.azleg.gov/ars/44/00401.htm>
+
+[^q8-orca2014-nondisplacement]: **Orca Communications Unlimited, LLC v. Noder** — "We hold that AUTSA does not displace common-law claims based on alleged misappropriation of confidential information that is not a trade secret." *Orca Communications Unlimited, LLC v. Noder, 236 Ariz. 180, 337 P.3d 545 (2014).* <https://www.courtlistener.com/opinion/2752976/orca-communications-v-ann-noder-et-virpitch-public/#:~:text=We%20hold%20that%20AUTSA%20does,is%20not%20a%20trade%20secret.>
+
+[^q8-ars-44-406-sol]: **A.R.S. § 44-406** — "An action for misappropriation must be brought within three years after the misappropriation is discovered or by the exercise of reasonable diligence should have been discovered." *A.R.S. § 44-406.* <https://www.azleg.gov/ars/44/00406.htm>
+
+[^q9-gann-validity]: **Gann v. Morris** — "Where limited as to time and space, the covenant is ordinarily valid unless it is to refrain from all business whatsoever." *Gann v. Morris, 122 Ariz. 517, 596 P.2d 43 (Ct. App. 1979).* <https://www.courtlistener.com/opinion/1362794/gann-v-morris/#:~:text=Where%20limited%20as%20to%20time,refrain%20from%20all%20business%20whatsoever.>
+
+[^q9-gann-goodwill]: **Gann v. Morris** — "The sale of such a business necessarily includes the sale of good will and the purchaser has the right to assure himself as best he can of the transfer of the good will." *Gann v. Morris, 122 Ariz. 517, 596 P.2d 43 (Ct. App. 1979).* <https://www.courtlistener.com/opinion/1362794/gann-v-morris/#:~:text=The%20sale%20of%20such%20a,transfer%20of%20the%20good%20will.>
+
+[^q9-berkadia-unreasonable]: **Berkadia Real Estate Advisors LLC v. Wadlund** — "The Court finds that the scope of activity, the geographic scope, and the duration of the TCRA restrictive covenants, singularly and in combination, are unreasonable." *Berkadia Real Estate Advisors LLC v. Wadlund, No. CV-22-00049-TUC-CKJ, 2024 WL 4125533 (D. Ariz. June 27, 2024).* <https://www.govinfo.gov/app/details/USCOURTS-azd-4_22-cv-00049/USCOURTS-azd-4_22-cv-00049-10>
+
+[^q10-farber-reasonableness]: **Valley Medical Specialists v. Farber** — "A restriction is unreasonable and thus will not be enforced: (1) if the restraint is greater than necessary to protect the employer's legitimate interest; or (2) if that interest is outweighed by the hardship to the employee and the likely injury to the public." *Valley Medical Specialists v. Farber, 194 Ariz. 363, 982 P.2d 1277 (1999).* <https://www.courtlistener.com/opinion/1253291/valley-medical-specialists-v-farber/#:~:text=A%20restriction%20is%20unreasonable%20and,likely%20injury%20to%20the%20public.>
+
+[^q10-varsity-norewrite]: **Varsity Gold, Inc. v. Porzio** — "The court explained that, while Arizona courts may ‘blue pencil’ a restrictive covenant by eliminating grammatically sever-able, unreasonable terms, the court cannot add provisions or rewrite them." *Varsity Gold, Inc. v. Porzio, 202 Ariz. 355, 45 P.3d 352 (Ct. App. 2002).* <https://www.courtlistener.com/opinion/2638678/varsity-gold-inc-v-porzio/#:~:text=The%20court%20explained%20that%2C%20while,add%20provisions%20or%20rewrite%20them.>
+
+[^q11-henderson-forum]: **Henderson v. Moskowitz** — "We decline to adopt that doctrine with regard to forum selection clauses, holding that the provisions of the contract control and that other established doctrines providing non-signatories with benefits under a contract are ample." *Henderson v. Moskowitz (Ariz. Nov. 28, 2025).* <https://www.courtlistener.com/opinion/10743771/henderson-v-hon-moskowitzsullivan/#:~:text=We%20decline%20to%20adopt%20that,under%20a%20contract%20are%20ample.>
+
+[^qcol-pathway-policy]: **Pathway Medical Technologies, Inc. v. Nelson** — "Arizona law does not approve of broad non-compete provisions." *Pathway Medical Technologies, Inc. v. Nelson, No. CV11-0857-PHX-DGC, 2011 WL 4543928 (D. Ariz. Sept. 30, 2011).* <https://scholar.google.com/scholar_case?case=17995886739076358627>
+
+[^qcol-pathway-187]: **Pathway Medical Technologies, Inc. v. Nelson** — "the Agreement's choice of Washington law likely is not enforceable under Restatement section 187(2)(b)." *Pathway Medical Technologies, Inc. v. Nelson, No. CV11-0857-PHX-DGC, 2011 WL 4543928 (D. Ariz. Sept. 30, 2011).* <https://scholar.google.com/scholar_case?case=17995886739076358627>
+
+[^q12-ars-12-341-fees]: **A.R.S. § 12-341.01** — "In any contested action arising out of a contract, express or implied, the court may award the successful party reasonable attorney fees." *A.R.S. § 12-341.01(A).* <https://www.azleg.gov/ars/12/00341-01.htm>
+
+[^q13-hb2361]: **Arizona HB 2361 (2026)** — "As a condition of employment, it is unlawful for a public or private employer to require a current or prospective employee to agree to a noncompete clause." *Ariz. H.B. 2361, 57th Leg., 2d Reg. Sess. (2026).* <https://www.azleg.gov/legtext/57leg/2R/bills/HB2361P.htm>
+
+[^q13-hb2589]: **Arizona HB 2589 (2025)** — "As a condition of employment, it is unlawful for a public or private employer to require a current or prospective employee to agree to a noncompete clause." *Ariz. H.B. 2589, 57th Leg., 1st Reg. Sess. (2025).* <https://www.azleg.gov/legtext/57leg/1R/bills/HB2589P.htm>

package/skills/legal-explainers/non-compete-contract-explainer/content/arkansas.md

@@ -0,0 +1,235 @@
+---
+jurisdiction: "Arkansas"
+slug: arkansas
+countryCode: US
+snapshotAsOf: "2026-06-19"
+lastReviewed: "2026-06-02"
+canonicalUrl: https://openagreements.org/practice-guides/non-compete/us/arkansas
+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/practice-guides/non-compete/us/arkansas · **Snapshot as of:** 2026-06-19 · License: CC BY 4.0 · © openagreements.org
+
+# Non-Competes in Arkansas[^about]
+
+Arkansas non-compete law under Ark. Code Ann. § 4-75-101, enacted by Act 921 of 2015, includes mandatory reformation, continued-employment consideration, a two-year presumption, a physician ban, and judicial tolling risk.
+
+
+## At a glance
+
+| Question | Arkansas |
+| --- | --- |
+| **Are non-competes enforceable?** | Allowed if reasonable |
+| **Bottom line** | Arkansas enforces an employee non-compete that is ancillary, protects a statutory business interest, and is no broader in time and scope than necessary, with overbroad covenants reformed by the court. |
+| **Main law or case** | Ark. Code Ann. § 4-75-101 (Act 921 of 2015; amended by Act 232 of 2025) |
+| **Main exceptions** | Physician practice restrictions void (§ 4-75-101(k), 2025); Title 17 Subtitle 3 licensees excluded; non-solicits/NDAs excluded |
+| **Can a court narrow it?** | Yes — rewrites to reasonable |
+| **Applies to contractors?** | Unclear |
+| **Restriction extended during a breach?** | Open question — prospective injunctions allowed, contractual tolling unsettled |
+| **Maximum length set by law** | 2 years presumptively reasonable |
+
+## Are employee non-compete agreements enforceable in Arkansas? {#employee-noncompetes}
+
+**Short answer.** Yes, if the covenant is ancillary to employment, protects a statutory business interest, and is no broader in time and scope than necessary to defend that interest [^q1-aca-enforceable].
+
+For agreements governed by the current statute, Arkansas is a permissible, enforce-if-reasonable state rather than a ban state. Ark. Code Ann. § 4-75-101 lists protectable interests, supplies a two-year duration presumption, allows no defined geographic restriction in some cases, and requires reformation of overbroad covenants [^q1-aca-enforceable][^q1-aca-protectable][^q1-aca-reformation]. For a clause-by-clause pass over a specific agreement against these rules, the [Arkansas non-compete review checklist](/checklists/non-compete/us/arkansas) walks the full covenant suite item by item with each requirement's force level.
+
+The effective-date line matters. *Box* treated Act 921 as effective July 22, 2015, and said the statute only arguably applied to the agreement executed after that date, while older agreements remained on the pre-Act common-law track [^q1-box-effective-date].
+
+> [!NOTE]
+> **Practice note.**
+>
+> Do not cite pre-2015 Arkansas cases as if they still supply the whole remedial rule. They remain useful for the old common-law framework and reasonableness concepts, but current covered employment covenants start with § 4-75-101 [^q1-box-effective-date][^q1-aca-reformation].
+
+## What makes an Arkansas non-compete reasonable or enforceable? {#reasonableness-test}
+
+**Short answer.** The covenant must be tied to a protectable business interest and limited in time and scope no more than necessary to defend that interest [^q2-aca-enforceable].
+
+The statute supplies the protectable-interest categories. They include trade secrets, intellectual property, customer lists, customer goodwill, business practices, methods, margins, costs, confidential business information, employee training and education, and other valuable employer data reasonably safeguarded from competitors [^q2-aca-protectable].
+
+Reasonableness is still contextual. The statute tells courts to consider the nature of the employer's protectable interest, the geographic scope of the business, whether a geographic limit is feasible, whether the restriction is limited to a specific customer or business group, and the nature of the employer's business [^q2-aca-factors].
+
+> [!CAUTION]
+> **Drafting note.**
+>
+> Ordinary competition is not enough. Even before Act 921, Arkansas cases required a real protectable interest rather than a covenant designed only to eliminate competition, and the current statute keeps that interest requirement at the center [^q2-mercy-no-ordinary-competition][^q2-aca-enforceable].
+
+## Does an Arkansas non-compete need a geographic limit? {#geographic-limit}
+
+**Short answer.** Not always. The current statute says the lack of a specific or defined geographic restriction does not make a covenant overbroad if the restraint is otherwise reasonable as to time and scope [^q3-aca-no-geography].
+
+"The lack of a specific or defined geographic descriptive restriction in a covenant not to compete agreement does not make the covenant not to compete agreement overly broad under subdivision (a)(2) of this section if the covenant not to compete agreement is limited with respect to time and scope in a manner that is not greater than necessary to defend the protectable business interest of the employer."[^q3-aca-no-geography]
+
+That is a major statutory shift from the old common-law risk. In *Bendinger*, the Arkansas Supreme Court rejected a covenant with no geographic limit because the facts did not justify it; in *NanoMech*, the Eighth Circuit applied pre-Act Arkansas law to invalidate a no-geography, any-capacity covenant [^q3-bendinger-geography][^q3-nanomech-geography].
+
+The current drafting point is practical rather than formalistic. If there is no geography, the covenant needs another limiting mechanism, such as customer scope, activity scope, or business-scope limits tied to the employer's protectable interest [^q3-aca-no-geography][^q3-aca-factors].
+
+## How long can an Arkansas non-compete last? {#duration}
+
+**Short answer.** Two years is presumptively reasonable under the statute, unless the particular facts clearly show that two years is unreasonable compared with the employer's protectable interest [^q4-aca-two-years].
+
+"A post-termination restriction of two (2) years is presumptively reasonable as to length of time under subdivision (a)(2) of this section unless the facts and circumstances of a particular case clearly demonstrate that two (2) years is unreasonable compared to the employer's protectable business interest."[^q4-aca-two-years]
+
+The presumption is not a safe harbor for every two-year clause. The statute ties duration back to the employer's protectable business interest, and *Bud Anderson* noted the older Arkansas damages treatise summary that one- and two-year limits had been upheld while three- and five-year limits had been unreasonable or invalid [^q4-aca-two-years][^q4-bud-duration].
+
+> [!CAUTION]
+> **Drafting note.**
+>
+> Avoid treating two years as automatic. The presumption can be overcome by case-specific facts, especially if the protected interest is narrow or the work restriction is broad [^q4-aca-two-years].
+
+## Will an Arkansas court reform an overbroad non-compete? {#court-reformation}
+
+**Short answer.** Yes, for a covered employment non-compete under § 4-75-101. If the restrictions are unreasonable, the court must reform the covenant as needed and enforce it under the reformed terms [^q5-aca-reformation].
+
+"The court shall enforce the covenant not to compete agreement under the reformed terms and conditions."[^q5-aca-reformation-enforce]
+
+That mandatory reformation rule is the watershed change from pre-Act Arkansas law. Under the old regime, the contract had to be valid as written, and the court would not narrow it to a reasonable version [^q5-bendinger-no-rewrite][^q5-nanomech-no-narrow].
+
+The temporal framing is important. *Bendinger* and *NanoMech* remain useful for the old all-or-nothing rule, and *Box* confirms Act 921's effective-date line; they should not be cited as current authority against mandatory statutory reformation for a covered post-Act employment covenant [^q5-box-effective-date][^q5-aca-reformation].
+
+> [!NOTE]
+> **Practice note.**
+>
+> Reformation does not remove the need to draft narrowly. The statute tells courts to reform only to the extent necessary to make the limitations reasonable and no greater than needed to protect the business interest [^q5-aca-reformation].
+
+## Is continued employment enough consideration for an Arkansas non-compete? {#consideration}
+
+**Short answer.** Yes. The statute says continued employment is sufficient consideration for a covenant not to compete [^q6-aca-consideration].
+
+"An employee's continued employment is sufficient consideration for a covenant not to compete agreement."[^q6-aca-consideration]
+
+That means Arkansas does not require a separate bonus, promotion, equity grant, or new job offer for consideration when the statutory rule applies. The covenant still must satisfy the other statutory requirements, including protectable interest and reasonable time and scope [^q6-aca-consideration][^q6-aca-enforceable].
+
+## Are physician and professional non-competes enforceable in Arkansas? {#physicians-professionals}
+
+**Short answer.** Physician practice restrictions are void under the current statute, and § 4-75-101 otherwise does not apply to covered Title 17 professional licensees except for that physician rule [^q7-aca-physician-void][^q7-aca-title-17].
+
+"A covenant not to compete agreement that restricts the right of a physician to practice within the physician's scope of practice is void."[^q7-aca-physician-void]
+
+The physician ban was added by the 2025 amendment. The statute defines physician by reference to the Arkansas Medical Practices Act and osteopathy licensing provisions [^q7-aca-physician-definition].
+
+Older physician cases should be framed as pre-2025 public-policy and common-law context, not as the current statutory text. In *Mercy v. Bicak*, the Court of Appeals emphasized public access to physicians and affirmed summary judgment against enforcement of the physician non-compete [^q7-mercy-public-policy][^q7-mercy-affirm].
+
+> [!NOTE]
+> **Practice note.**
+>
+> Do not generalize the physician void rule to every licensed professional. The statute voids covered physician practice restrictions, while separately saying § 4-75-101 does not apply to people holding a professional license under Arkansas Code Title 17, Subtitle 3, except as provided in subsection k [^q7-aca-physician-void][^q7-aca-title-17].
+
+## Does an Arkansas non-compete period toll or extend during breach or litigation? {#tolling-extension}
+
+**Short answer.** Sometimes by equitable injunction, but drafted contractual tolling clauses remain an open question. *Bud Anderson* treated a prospective injunction beyond the nominal one-year period as legally possible, while § 4-75-101 does not expressly validate tolling-on-breach clauses [^q8-bud-prospective][^q8-aca-remedies].
+
+The practical lesson is that Arkansas courts may keep a non-compete injunction dispute alive even after the stated period expires. *Bud Anderson* rejected a mootness dismissal where the employer sought an injunction running one year from the order and the record did not show that relief was impossible [^q8-bud-prospective].
+
+That is different from saying every contract clause that automatically extends the restricted period during breach is enforceable. The Arkansas statute speaks to damages, injunctive relief, irreparable harm, reformation, and enforcement under reformed terms, but it does not contain an express contractual tolling rule [^q8-aca-remedies][^q8-aca-reformation].
+
+> [!NOTE]
+> **Practice note.**
+>
+> Draft tolling language as a risk allocation, not as settled Arkansas law. *Bud Anderson* supports judicially fashioned prospective relief in the injunction posture; it does not squarely decide whether a private extension-on-breach clause is independently enforceable under § 4-75-101 [^q8-bud-prospective][^q8-aca-remedies].
+
+## What remedies are available for breach of an Arkansas non-compete? {#injunction-remedies}
+
+**Short answer.** A court may award damages, appropriate injunctive relief, or both, and immediate harm from breach is statutorily treated as irreparable for preliminary-injunction purposes [^q9-aca-remedies][^q9-aca-irreparable].
+
+"The immediate harm associated with the breach of a covenant not to compete agreement shall be considered irreparable to establish the appropriateness of a preliminary injunction."[^q9-aca-irreparable]
+
+*Porter's* applied that current statutory rule. The Court of Appeals reversed because the circuit court used only the common-law definition of irreparable harm and failed to apply § 4-75-101 in a case involving non-compete agreements executed after 2015 [^q9-porters-after-2015][^q9-porters-statutory-harm].
+
+The statutory irreparable-harm rule does not eliminate every injunction defense. Subsection e says the remedies language does not limit defenses to preliminary injunctive relief or the employer's right to monetary damages [^q9-aca-savings].
+
+## How does Arkansas treat non-solicitation, confidentiality, and trade-secret agreements? {#related-covenants}
+
+**Short answer.** Section 4-75-101 does not apply to employee agreements that do not concern competition or competitive work, including employee non-solicits, confidentiality agreements, and nondisclosure agreements; existing common-law standards remain in effect for those agreements [^q10-aca-related-covenants].
+
+The statute also preserves Arkansas Trade Secrets Act protections and rights. That means a trade-secret claim may be analyzed separately from a non-compete claim, and the statute should not be read to impair, limit, or change ATSA protections [^q10-aca-atsa].
+
+Pre-Act cases show the difference in practice. *Bendinger* rejected the non-compete as overbroad but separately affirmed denial of a permanent trade-secret injunction because the evidence did not prove actual, threatened, or inevitable misappropriation [^q10-bendinger-trade-secrets].
+
+> [!CAUTION]
+> **Drafting note.**
+>
+> Do not label every customer, employee, confidentiality, or NDA restriction as a non-compete. Arkansas separates covered competition restraints from other agreements, and the governing standards can differ [^q10-aca-related-covenants].
+
+[^about]: By Steven Obiajulu, J.D. Published by [openagreements.org](https://openagreements.org). Last reviewed 2026-06-02. License: CC BY 4.0. Steven Obiajulu, J.D. is admitted in New York, not Arkansas. This article synthesizes Arkansas primary law and is not legal advice from a Arkansas-admitted attorney. This article is for informational purposes only and does not create an attorney-client relationship.
+
+[^q1-aca-enforceable]: **Ark. Code Ann. § 4-75-101** — "A covenant not to compete agreement is enforceable if the agreement is ancillary to an employment relationship or part of an otherwise enforceable employment agreement or contract to the extent that: (1) The employer has a protectable business interest; and (2) The covenant not to compete agreement is limited with respect to time and scope in a manner that is not greater than necessary to defend the protectable business interest of the employer." *Ark. Code Ann. § 4-75-101(a).* <https://advance.lexis.com/document/?pdmfid=1000516&pddocfullpath=/shared/document/statutes-legislation/urn:contentItem:6F8J-XPN0-R03K-P3X3-00008-00>
+
+[^q1-aca-protectable]: **Ark. Code Ann. § 4-75-101** — "For the purposes of subsection (a) of this section, the protectable business interest of the employer includes the employer's: (1) Trade secrets; (2) Intellectual property; (3) Customer lists; (4) Goodwill with customers; (5) Knowledge of his or her business practices; (6) Methods; (7) Profit margins; (8) Costs; (9) Other confidential business information that is confidential, proprietary, and increases in value from not being known by a competitor; (10) Training and education of the employer's employees; and (11) Other valuable employer data that the employer has provided to an employee that an employer would reasonably seek to protect or safeguard from a competitor in the interest of fairness." *Ark. Code Ann. § 4-75-101(b).* <https://advance.lexis.com/document/?pdmfid=1000516&pddocfullpath=/shared/document/statutes-legislation/urn:contentItem:6F8J-XPN0-R03K-P3X3-00008-00>
+
+[^q1-aca-reformation]: **Ark. Code Ann. § 4-75-101** — "The court shall enforce the covenant not to compete agreement under the reformed terms and conditions." *Ark. Code Ann. § 4-75-101(f).* <https://advance.lexis.com/document/?pdmfid=1000516&pddocfullpath=/shared/document/statutes-legislation/urn:contentItem:6F8J-XPN0-R03K-P3X3-00008-00>
+
+[^q1-box-effective-date]: **Box v. J.B. Hunt Transport, Inc.** — "Arkansas Code Annotated section 4-75-101 (Supp. 2015), which became effective on July 22, 2015, pursuant to the enactment of Act 921 of 2015." *Box v. J.B. Hunt Transp., Inc., 2017 Ark. App. 605, 533 S.W.3d 603.* <https://www.courtlistener.com/opinion/4441363/box-v-jb-hunt-transport-inc/#:~:text=Arkansas%20Code%20Annotated%20section%204%2D75%2D101,of%20Act%20921%20of%202015.>
+
+[^q2-aca-enforceable]: **Ark. Code Ann. § 4-75-101** — "The covenant not to compete agreement is limited with respect to time and scope in a manner that is not greater than necessary to defend the protectable business interest of the employer." *Ark. Code Ann. § 4-75-101(a).* <https://advance.lexis.com/document/?pdmfid=1000516&pddocfullpath=/shared/document/statutes-legislation/urn:contentItem:6F8J-XPN0-R03K-P3X3-00008-00>
+
+[^q2-aca-protectable]: **Ark. Code Ann. § 4-75-101** — "For the purposes of subsection (a) of this section, the protectable business interest of the employer includes the employer's: (1) Trade secrets; (2) Intellectual property; (3) Customer lists; (4) Goodwill with customers; (5) Knowledge of his or her business practices; (6) Methods; (7) Profit margins; (8) Costs; (9) Other confidential business information that is confidential, proprietary, and increases in value from not being known by a competitor; (10) Training and education of the employer's employees; and (11) Other valuable employer data that the employer has provided to an employee that an employer would reasonably seek to protect or safeguard from a competitor in the interest of fairness." *Ark. Code Ann. § 4-75-101(b).* <https://advance.lexis.com/document/?pdmfid=1000516&pddocfullpath=/shared/document/statutes-legislation/urn:contentItem:6F8J-XPN0-R03K-P3X3-00008-00>
+
+[^q2-aca-factors]: **Ark. Code Ann. § 4-75-101** — "The reasonableness of a covenant not to compete agreement shall be determined after considering: (A) The nature of the employer's protectable business interest; (B) The geographic scope of the employer's business and whether or not a geographic limitation is feasible under the circumstances; (C) Whether or not the restriction placed on the employee is limited to a specific group of customers or other individuals or entities associated with the employer's business; and (D) The nature of the employer's business." *Ark. Code Ann. § 4-75-101(c).* <https://advance.lexis.com/document/?pdmfid=1000516&pddocfullpath=/shared/document/statutes-legislation/urn:contentItem:6F8J-XPN0-R03K-P3X3-00008-00>
+
+[^q2-mercy-no-ordinary-competition]: **Mercy Health Sys. of Nw. Ark., Inc. v. Bicak** — "Unless the covenantee has a legitimate interest to be protected by the agreement, the law will not enforce such a contract, as this would merely prohibit ordinary competition." *Mercy Health Sys. of Nw. Ark., Inc. v. Bicak, 2011 Ark. App. 341, 383 S.W.3d 869.* <https://www.courtlistener.com/opinion/5283436/mercy-health-system-of-northwest-arkansas-inc-v-bicak/#:~:text=Unless%20the%20covenantee%20has%20a,would%20merely%20prohibit%20ordinary%20competition.>
+
+[^q3-aca-no-geography]: **Ark. Code Ann. § 4-75-101** — "The lack of a specific or defined geographic descriptive restriction in a covenant not to compete agreement does not make the covenant not to compete agreement overly broad under subdivision (a)(2) of this section if the covenant not to compete agreement is limited with respect to time and scope in a manner that is not greater than necessary to defend the protectable business interest of the employer." *Ark. Code Ann. § 4-75-101(c).* <https://advance.lexis.com/document/?pdmfid=1000516&pddocfullpath=/shared/document/statutes-legislation/urn:contentItem:6F8J-XPN0-R03K-P3X3-00008-00>
+
+[^q3-bendinger-geography]: **Bendinger v. Marshalltown Trowel Co.** — "We hold that the failure of the covenant to contain a geographic restriction in this case renders it overbroad." *Bendinger v. Marshalltown Trowel Co., 338 Ark. 410, 994 S.W.2d 468 (1999).* <https://www.courtlistener.com/opinion/2454655/bendinger-v-marshalltown-trowell-co/#:~:text=We%20hold%20that%20the%20failure,this%20case%20renders%20it%20overbroad.>
+
+[^q3-nanomech-geography]: **NanoMech, Inc. v. Suresh** — "Under Arkansas law, a noncompete agreement must be valid as written; a court may not narrow it." *NanoMech, Inc. v. Suresh, 777 F.3d 1020 (8th Cir. 2015).* <https://www.courtlistener.com/opinion/2777573/nanomech-inc-v-arunya-suresh/#:~:text=Under%20Arkansas%20law%2C%20a%20noncompete,court%20may%20not%20narrow%20it.>
+
+[^q3-aca-factors]: **Ark. Code Ann. § 4-75-101** — "The reasonableness of a covenant not to compete agreement shall be determined after considering: (A) The nature of the employer's protectable business interest; (B) The geographic scope of the employer's business and whether or not a geographic limitation is feasible under the circumstances; (C) Whether or not the restriction placed on the employee is limited to a specific group of customers or other individuals or entities associated with the employer's business; and (D) The nature of the employer's business." *Ark. Code Ann. § 4-75-101(c).* <https://advance.lexis.com/document/?pdmfid=1000516&pddocfullpath=/shared/document/statutes-legislation/urn:contentItem:6F8J-XPN0-R03K-P3X3-00008-00>
+
+[^q4-aca-two-years]: **Ark. Code Ann. § 4-75-101** — "A post-termination restriction of two (2) years is presumptively reasonable as to length of time under subdivision (a)(2) of this section unless the facts and circumstances of a particular case clearly demonstrate that two (2) years is unreasonable compared to the employer's protectable business interest." *Ark. Code Ann. § 4-75-101(d).* <https://advance.lexis.com/document/?pdmfid=1000516&pddocfullpath=/shared/document/statutes-legislation/urn:contentItem:6F8J-XPN0-R03K-P3X3-00008-00>
+
+[^q4-bud-duration]: **Bud Anderson Heating & Cooling, Inc. v. Neil** — "[W]hile the courts have upheld time limits of one year and two years, restrictions of three years and five years were unreasonable and invalid." *Bud Anderson Heating & Cooling, Inc. v. Neil, 2018 Ark. App. 183, 545 S.W.3d 819.* <https://www.courtlistener.com/opinion/6241502/bud-anderson-heating-cooling-inc-v-mike-neil-absolute-hvac-llc/#:~:text=%5BW%5Dhile%20the%20courts%20have%20upheld,years%20were%20unreasonable%20and%20invalid.>
+
+[^q5-aca-reformation]: **Ark. Code Ann. § 4-75-101** — "If restrictions in a covenant not to compete agreement are found to be unreasonable and impose a greater restraint than is necessary to protect the protectable business interest of the employer under subdivision (a)(1) of this section, the court shall reform the covenant not to compete agreement to the extent necessary to: (A) Cause the limitations contained in the covenant not to compete agreement to be reasonable; and (B) Impose a restraint that is not greater than necessary to protect the protectable business interest." *Ark. Code Ann. § 4-75-101(f).* <https://advance.lexis.com/document/?pdmfid=1000516&pddocfullpath=/shared/document/statutes-legislation/urn:contentItem:6F8J-XPN0-R03K-P3X3-00008-00>
+
+[^q5-aca-reformation-enforce]: **Ark. Code Ann. § 4-75-101** — "The court shall enforce the covenant not to compete agreement under the reformed terms and conditions." *Ark. Code Ann. § 4-75-101(f).* <https://advance.lexis.com/document/?pdmfid=1000516&pddocfullpath=/shared/document/statutes-legislation/urn:contentItem:6F8J-XPN0-R03K-P3X3-00008-00>
+
+[^q5-bendinger-no-rewrite]: **Bendinger v. Marshalltown Trowel Co.** — "The court has held that the contract must be valid as written, and the court will not apportion or enforce a contract to the extent that it might be considered reasonable." *Bendinger v. Marshalltown Trowel Co., 338 Ark. 410, 994 S.W.2d 468 (1999).* <https://www.courtlistener.com/opinion/2454655/bendinger-v-marshalltown-trowell-co/#:~:text=The%20court%20has%20held%20that,it%20might%20be%20considered%20reasonable.>
+
+[^q5-nanomech-no-narrow]: **NanoMech, Inc. v. Suresh** — "Under Arkansas law, a noncompete agreement must be valid as written; a court may not narrow it." *NanoMech, Inc. v. Suresh, 777 F.3d 1020 (8th Cir. 2015).* <https://www.courtlistener.com/opinion/2777573/nanomech-inc-v-arunya-suresh/#:~:text=Under%20Arkansas%20law%2C%20a%20noncompete,court%20may%20not%20narrow%20it.>
+
+[^q5-box-effective-date]: **Box v. J.B. Hunt Transport, Inc.** — "However, in the present case the statutory law arguably applies only to the parties’ third restricted stock agreement executed in October 2015 after Act 921 became effective." *Box v. J.B. Hunt Transp., Inc., 2017 Ark. App. 605, 533 S.W.3d 603.* <https://www.courtlistener.com/opinion/4441363/box-v-jb-hunt-transport-inc/#:~:text=However%2C%20in%20the%20present%20case,after%20Act%20921%20became%20effective.>
+
+[^q6-aca-consideration]: **Ark. Code Ann. § 4-75-101** — "An employee's continued employment is sufficient consideration for a covenant not to compete agreement." *Ark. Code Ann. § 4-75-101(g).* <https://advance.lexis.com/document/?pdmfid=1000516&pddocfullpath=/shared/document/statutes-legislation/urn:contentItem:6F8J-XPN0-R03K-P3X3-00008-00>
+
+[^q6-aca-enforceable]: **Ark. Code Ann. § 4-75-101** — "The employer has a protectable business interest; and (2) The covenant not to compete agreement is limited with respect to time and scope in a manner that is not greater than necessary to defend the protectable business interest of the employer." *Ark. Code Ann. § 4-75-101(a).* <https://advance.lexis.com/document/?pdmfid=1000516&pddocfullpath=/shared/document/statutes-legislation/urn:contentItem:6F8J-XPN0-R03K-P3X3-00008-00>
+
+[^q7-aca-physician-void]: **Ark. Code Ann. § 4-75-101** — "A covenant not to compete agreement that restricts the right of a physician to practice within the physician's scope of practice is void." *Ark. Code Ann. § 4-75-101(k).* <https://advance.lexis.com/document/?pdmfid=1000516&pddocfullpath=/shared/document/statutes-legislation/urn:contentItem:6F8J-XPN0-R03K-P3X3-00008-00>
+
+[^q7-aca-title-17]: **Ark. Code Ann. § 4-75-101** — "Except as provided under subsection (k) of this section, this section shall not: (1) Be read to impair, limit, or change a party's protections and rights under the Arkansas Trade Secrets Act, § 4-75-601 et seq.; or (2) Apply to a person holding a professional license under Arkansas Code Title 17, Subtitle 3." *Ark. Code Ann. § 4-75-101(j).* <https://advance.lexis.com/document/?pdmfid=1000516&pddocfullpath=/shared/document/statutes-legislation/urn:contentItem:6F8J-XPN0-R03K-P3X3-00008-00>
+
+[^q7-aca-physician-definition]: **Ark. Code Ann. § 4-75-101** — "As used in subdivision (k)(1) of this section, ‘physician’ means a person authorized or licensed to practice medicine under the Arkansas Medical Practices Act, § 17-95-201 et seq., § 17-95-301 et seq., and § 17-95-401 et seq., and a person authorized to practice osteopathy under § 17-91-101 et seq." *Ark. Code Ann. § 4-75-101(k).* <https://advance.lexis.com/document/?pdmfid=1000516&pddocfullpath=/shared/document/statutes-legislation/urn:contentItem:6F8J-XPN0-R03K-P3X3-00008-00>
+
+[^q7-mercy-public-policy]: **Mercy Health Sys. of Nw. Ark., Inc. v. Bicak** — "Covenants not to compete are not looked upon with favor by the law; in fact, it is contrary to public policy to unduly restrict the [spublic’s right of access to the physicians of their choice." *Mercy Health Sys. of Nw. Ark., Inc. v. Bicak, 2011 Ark. App. 341, 383 S.W.3d 869.* <https://www.courtlistener.com/opinion/5283436/mercy-health-system-of-northwest-arkansas-inc-v-bicak/#:~:text=Covenants%20not%20to%20compete%20are,the%20physicians%20of%20their%20choice.>
+
+[^q7-mercy-affirm]: **Mercy Health Sys. of Nw. Ark., Inc. v. Bicak** — "The circuit court did not err in granting partial summary judgment to Dr. Bicak on the eovenant-not-to-compete claim because Mercy did not counter the evidence demonstrating that it had no interest sufficient to warrant its enforcement; that it was designed only to eliminate competition; and that it would unreasonably interfere with the public’s right of access to the physicians of their choice and Dr. Bicak’s ability to earn a living." *Mercy Health Sys. of Nw. Ark., Inc. v. Bicak, 2011 Ark. App. 341, 383 S.W.3d 869.* <https://www.courtlistener.com/opinion/5283436/mercy-health-system-of-northwest-arkansas-inc-v-bicak/#:~:text=The%20circuit%20court%20did%20not,ability%20to%20earn%20a%20living.>
+
+[^q8-bud-prospective]: **Bud Anderson Heating & Cooling, Inc. v. Neil** — "Therefore, it is not clear and obvious on the record before us that BAHC could not obtain the relief it seeks on appeal, a one-year prospective injunction." *Bud Anderson Heating & Cooling, Inc. v. Neil, 2018 Ark. App. 183, 545 S.W.3d 819.* <https://www.courtlistener.com/opinion/6241502/bud-anderson-heating-cooling-inc-v-mike-neil-absolute-hvac-llc/#:~:text=Therefore%2C%20it%20is%20not%20clear,appeal%2C%20a%20one%2Dyear%20prospective%20injunction.>
+
+[^q8-aca-remedies]: **Ark. Code Ann. § 4-75-101** — "In a private court action, a court may award the employer damages for a breach of a covenant not to compete agreement, appropriate injunctive relief, or both, if appropriate." *Ark. Code Ann. § 4-75-101(e).* <https://advance.lexis.com/document/?pdmfid=1000516&pddocfullpath=/shared/document/statutes-legislation/urn:contentItem:6F8J-XPN0-R03K-P3X3-00008-00>
+
+[^q8-aca-reformation]: **Ark. Code Ann. § 4-75-101** — "The court shall enforce the covenant not to compete agreement under the reformed terms and conditions." *Ark. Code Ann. § 4-75-101(f).* <https://advance.lexis.com/document/?pdmfid=1000516&pddocfullpath=/shared/document/statutes-legislation/urn:contentItem:6F8J-XPN0-R03K-P3X3-00008-00>
+
+[^q9-aca-remedies]: **Ark. Code Ann. § 4-75-101** — "In a private court action, a court may award the employer damages for a breach of a covenant not to compete agreement, appropriate injunctive relief, or both, if appropriate." *Ark. Code Ann. § 4-75-101(e).* <https://advance.lexis.com/document/?pdmfid=1000516&pddocfullpath=/shared/document/statutes-legislation/urn:contentItem:6F8J-XPN0-R03K-P3X3-00008-00>
+
+[^q9-aca-irreparable]: **Ark. Code Ann. § 4-75-101** — "The immediate harm associated with the breach of a covenant not to compete agreement shall be considered irreparable to establish the appropriateness of a preliminary injunction." *Ark. Code Ann. § 4-75-101(e).* <https://advance.lexis.com/document/?pdmfid=1000516&pddocfullpath=/shared/document/statutes-legislation/urn:contentItem:6F8J-XPN0-R03K-P3X3-00008-00>
+
+[^q9-porters-after-2015]: **Porter's Commercial Refrigeration, Inc. v. Brewer** — "The grounds for establishing the right to an injunction are straightforward, but the analysis becomes layered in the context of allegations regarding breaches of noncompete agreements executed after 2015." *Porter's Com. Refrigeration, Inc. v. Brewer, 2024 Ark. App. 232, 688 S.W.3d 145.* <https://www.courtlistener.com/opinion/9490284/porters-commercial-refrigeration-inc-v-danny-a-brewer-jason-spears/#:~:text=The%20grounds%20for%20establishing%20the,noncompete%20agreements%20executed%20after%202015.>
+
+[^q9-porters-statutory-harm]: **Porter's Commercial Refrigeration, Inc. v. Brewer** — "This means that a party seeking a preliminary injunction concerning a noncompete agreement executed after 2015 can establish irreparable harm by establishing immediate harm associated with a breach of the noncompete." *Porter's Com. Refrigeration, Inc. v. Brewer, 2024 Ark. App. 232, 688 S.W.3d 145.* <https://www.courtlistener.com/opinion/9490284/porters-commercial-refrigeration-inc-v-danny-a-brewer-jason-spears/#:~:text=This%20means%20that%20a%20party,a%20breach%20of%20the%20noncompete.>
+
+[^q9-aca-savings]: **Ark. Code Ann. § 4-75-101** — "This subsection does not limit: (A) Any other defense available to a party against a claim for preliminary injunctive relief; or (B) An employer's right to monetary damages for breach of a covenant not to compete agreement." *Ark. Code Ann. § 4-75-101(e).* <https://advance.lexis.com/document/?pdmfid=1000516&pddocfullpath=/shared/document/statutes-legislation/urn:contentItem:6F8J-XPN0-R03K-P3X3-00008-00>
+
+[^q10-aca-related-covenants]: **Ark. Code Ann. § 4-75-101** — "This section shall not apply to other types of agreements between employers and employees that do not concern competition or competitive work, including: (A) Agreements not to solicit, recruit, or hire employees; (B) Confidentiality agreements; (C) Nondisclosure agreements; and (D) The terms and conditions of an employment or employment agreement." *Ark. Code Ann. § 4-75-101(i).* <https://advance.lexis.com/document/?pdmfid=1000516&pddocfullpath=/shared/document/statutes-legislation/urn:contentItem:6F8J-XPN0-R03K-P3X3-00008-00>
+
+[^q10-aca-atsa]: **Ark. Code Ann. § 4-75-101** — "Except as provided under subsection (k) of this section, this section shall not: (1) Be read to impair, limit, or change a party's protections and rights under the Arkansas Trade Secrets Act, § 4-75-601 et seq.; or (2) Apply to a person holding a professional license under Arkansas Code Title 17, Subtitle 3." *Ark. Code Ann. § 4-75-101(j).* <https://advance.lexis.com/document/?pdmfid=1000516&pddocfullpath=/shared/document/statutes-legislation/urn:contentItem:6F8J-XPN0-R03K-P3X3-00008-00>
+
+[^q10-bendinger-trade-secrets]: **Bendinger v. Marshalltown Trowel Co.** — "We next turn to Marshalltown’s cross-appeal where it challenges the chancellor’s denial of injunctive relief under the Arkansas Trade Secrets Act, since this issue may have merit independent from our decision not to enforce the restrictive covenant." *Bendinger v. Marshalltown Trowel Co., 338 Ark. 410, 994 S.W.2d 468 (1999).* <https://www.courtlistener.com/opinion/2454655/bendinger-v-marshalltown-trowell-co/#:~:text=We%20next%20turn%20to%20Marshalltown%E2%80%99s,to%20enforce%20the%20restrictive%20covenant.>