{ "type": "practice-guide", "canonical": "https://openagreements.org/practice-guides/non-compete/us/idaho", "links": [ { "rel": "self", "href": "https://openagreements.org/practice-guides/non-compete/us/idaho.json", "type": "application/json" }, { "rel": "alternate", "href": "https://openagreements.org/practice-guides/non-compete/us/idaho", "type": "text/html" }, { "rel": "alternate", "href": "https://openagreements.org/practice-guides/non-compete/us/idaho/markdown", "type": "text/markdown" }, { "rel": "alternate", "href": "https://openagreements.org/practice-guides/non-compete/us/idaho/json", "type": "application/json" } ], "data": { "topic": "non-compete", "state": "idaho", "frontmatter": { "title": "Non-Competes in Idaho", "description": "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.", "state": "Idaho", "lastReviewed": "2026-06-02", "license": "CC BY 4.0", "authors": [ "steven-obiajulu" ], "summary": { "enforceability": "reasonable", "bottomLine": "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.", "keyLaw": "Idaho Code §§ 44-2701 to 44-2704", "exceptions": "Only key employees/independent contractors; healthcare weighed against patient access; sale-of-business reviewed less strictly", "courtNarrowing": "rewrite", "appliesToContractors": "yes", "extendedForBreach": "Unsettled — no authority", "maxLength": "18 months (rebuttable presumption)", "noticeRequirement": "None", "incomeThreshold": "None", "saleOfBusiness": "Courts defer more to sale covenants than employment covenants", "customerNonSolicit": "Allowed; solicitation requires affirmative conduct", "employeeNonSolicit": "Not addressed" }, "about": [ "Idaho non-compete agreements", "Idaho Code 44-2701", "Idaho key employee non-competes", "Idaho customer non-solicitation agreements", "Idaho physician non-competes", "Idaho sale-of-business non-competes", "Idaho trade secrets" ], "translations": [ { "language": "中文", "status": "planned" } ], "relatedForm": { "slug": "openagreements-restrictive-covenant-idaho" } }, "questions": [ { "slug": "employee-non-compete-enforceability", "label": "Are employee non-competes enforceable?", "heading": "Are employee non-compete agreements enforceable in Idaho?", "answerText": "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 as to duration, geography, work scope, and business need.", "sources": [ { "id": "idaho-44-2701-key-employee-enforceable", "authorityType": "primary-law", "tier": "primary-source-backed", "title": "Idaho Code § 44-2701", "citation": "Idaho Code § 44-2701.", "url": "https://legislature.idaho.gov/statutesrules/idstat/Title44/T44CH27/SECT44-2701/", "proposition": "Idaho Code § 44-2701 supports the rule that key employees and key independent contractors may enter enforceable post-employment non-competes if the covenant is reasonable and protects legitimate business interests.", "verbatimQuote": "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.", "anchor": "https://openagreements.org/practice-guides/non-compete/us/idaho#src-idaho-44-2701-key-employee-enforceable" }, { "id": "blaskiewicz-statute-first", "authorityType": "case-law", "tier": "primary-source-backed", "title": "Blaskiewicz v. Spine Institute of Idaho, P.A.", "citation": "Blaskiewicz v. Spine Inst. of Idaho, P.A., 171 Idaho 70, 518 P.3d 386 (2022).", "url": "https://www.courtlistener.com/opinion/8436739/blaskiewicz-v-spine-institute-of-idaho/", "deepLink": "https://www.courtlistener.com/opinion/8436739/blaskiewicz-v-spine-institute-of-idaho/#:~:text=While%20Intermountain%20Eye%20and%20Freiburger,relevant%20statutes%20constitutes%20clear%20error.", "proposition": "Blaskiewicz supports treating chapter 44-27 as the governing statutory framework while preserving strict construction and reasonableness limits.", "verbatimQuote": "While Intermountain Eye and Freiburger remain instructive, the district court’s failure to address the relevant statutes constitutes clear error.", "date": "2022-10-31", "anchor": "https://openagreements.org/practice-guides/non-compete/us/idaho#src-blaskiewicz-statute-first" } ] }, { "slug": "key-employees", "label": "Who counts as key?", "heading": "Who is a key employee or key independent contractor under Idaho non-compete law?", "answerText": "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.", "sources": [ { "id": "idaho-44-2702-key-worker-definition", "authorityType": "primary-law", "tier": "primary-source-backed", "title": "Idaho Code § 44-2702", "citation": "Idaho Code § 44-2702.", "url": "https://legislature.idaho.gov/statutesrules/idstat/Title44/T44CH27/SECT44-2702/", "proposition": "Idaho Code § 44-2702 supports the functional definition of key employees and key independent contractors.", "verbatimQuote": "(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.", "anchor": "https://openagreements.org/practice-guides/non-compete/us/idaho#src-idaho-44-2702-key-worker-definition" }, { "id": "idaho-44-2704-top-five-presumption", "authorityType": "primary-law", "tier": "primary-source-backed", "title": "Idaho Code § 44-2704", "citation": "Idaho Code § 44-2704.", "url": "https://legislature.idaho.gov/statutesrules/idstat/Title44/T44CH27/SECT44-2704/", "proposition": "Idaho Code § 44-2704 supports the highest-paid-five-percent rebuttable presumption for key employees and key independent contractors.", "verbatimQuote": "(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.\"", "anchor": "https://openagreements.org/practice-guides/non-compete/us/idaho#src-idaho-44-2704-top-five-presumption" }, { "id": "sky-down-independent-contractors", "authorityType": "case-law", "tier": "primary-source-backed", "title": "State ex rel. Industrial Commission v. Sky Down Skydiving, LLC", "citation": "Indus. Comm'n v. Sky Down Skydiving, LLC, 166 Idaho 564, 462 P.3d 92 (2020).", "url": "https://www.courtlistener.com/opinion/10732876/industrial-commission-v-sky-down-skydiving/", "deepLink": "https://www.courtlistener.com/opinion/10732876/industrial-commission-v-sky-down-skydiving/#:~:text=Although%20non%2Dcompetition%20clauses%20are%20permitted,typically%20exercises%20over%20an%20employee.", "proposition": "Sky Down Skydiving supports the point that Idaho Code § 44-2701 permits non-competition clauses for independent contractors, while cautioning that such clauses may also show employment-like control.", "verbatimQuote": "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.", "date": "2020-04-16", "anchor": "https://openagreements.org/practice-guides/non-compete/us/idaho#src-sky-down-independent-contractors" } ] }, { "slug": "legitimate-business-interests", "label": "What interests can be protected?", "heading": "What counts as a legitimate business interest for an Idaho non-compete?", "answerText": "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.", "sources": [ { "id": "idaho-44-2702-legitimate-interests", "authorityType": "primary-law", "tier": "primary-source-backed", "title": "Idaho Code § 44-2702", "citation": "Idaho Code § 44-2702.", "url": "https://legislature.idaho.gov/statutesrules/idstat/Title44/T44CH27/SECT44-2702/", "proposition": "Idaho Code § 44-2702 supports the broad statutory definition of legitimate business interests.", "verbatimQuote": "(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.", "anchor": "https://openagreements.org/practice-guides/non-compete/us/idaho#src-idaho-44-2702-legitimate-interests" }, { "id": "idaho-44-2701-tailoring", "authorityType": "primary-law", "tier": "primary-source-backed", "title": "Idaho Code § 44-2701", "citation": "Idaho Code § 44-2701.", "url": "https://legislature.idaho.gov/statutesrules/idstat/Title44/T44CH27/SECT44-2701/", "proposition": "Idaho Code § 44-2701 supports the tailoring requirement that a covenant not impose more restraint than reasonably necessary to protect legitimate business interests.", "verbatimQuote": "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.", "anchor": "https://openagreements.org/practice-guides/non-compete/us/idaho#src-idaho-44-2701-tailoring" } ] }, { "slug": "duration-limits", "label": "How long can it last?", "heading": "How long can an Idaho non-compete last, and what consideration is required?", "answerText": "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.", "sources": [ { "id": "idaho-44-2704-duration-presumption", "authorityType": "primary-law", "tier": "primary-source-backed", "title": "Idaho Code § 44-2704", "citation": "Idaho Code § 44-2704(2).", "url": "https://legislature.idaho.gov/statutesrules/idstat/Title44/T44CH27/SECT44-2704/", "proposition": "Idaho Code § 44-2704(2) creates a rebuttable presumption that a covenant with a postemployment term of eighteen months or less is reasonable as to duration.", "verbatimQuote": "(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.", "anchor": "https://openagreements.org/practice-guides/non-compete/us/idaho#src-idaho-44-2704-duration-presumption" }, { "id": "idaho-44-2704-duration-consideration", "authorityType": "primary-law", "tier": "primary-source-backed", "title": "Idaho Code § 44-2704", "citation": "Idaho Code § 44-2704(1).", "url": "https://legislature.idaho.gov/statutesrules/idstat/Title44/T44CH27/SECT44-2704/", "proposition": "Idaho Code § 44-2704(1) bars a direct-competition restriction longer than eighteen months unless consideration in addition to employment or continued employment is given.", "verbatimQuote": "(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.", "anchor": "https://openagreements.org/practice-guides/non-compete/us/idaho#src-idaho-44-2704-duration-consideration" }, { "id": "hansen-consideration", "authorityType": "case-law", "tier": "primary-source-backed", "title": "Insurance Associates Corp. v. Hansen", "citation": "Ins. Assocs. Corp. v. Hansen, 116 Idaho 948, 782 P.2d 1230 (1989).", "url": "https://www.courtlistener.com/opinion/1147183/insurance-associates-corp-v-hansen/", "deepLink": "https://www.courtlistener.com/opinion/1147183/insurance-associates-corp-v-hansen/#:~:text=The%20Court%20of%20Appeals%20further,on%20appeal%20to%20either%20party.", "proposition": "Insurance Associates supports the historical Idaho treatment that the at-will employee agreement at issue had been held supported by consideration.", "verbatimQuote": "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.", "date": "1989-11-15", "anchor": "https://openagreements.org/practice-guides/non-compete/us/idaho#src-hansen-consideration" } ] }, { "slug": "geography-work-scope", "label": "What geography and work limits apply?", "heading": "What geographic and line-of-business limits apply to Idaho non-competes?", "answerText": "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.", "sources": [ { "id": "idaho-44-2704-geographic-presumption", "authorityType": "primary-law", "tier": "primary-source-backed", "title": "Idaho Code § 44-2704", "citation": "Idaho Code § 44-2704(3).", "url": "https://legislature.idaho.gov/statutesrules/idstat/Title44/T44CH27/SECT44-2704/", "proposition": "Idaho Code § 44-2704(3) presumes a geographic restriction reasonable if confined to areas where the key worker provided services or had a significant presence or influence.", "verbatimQuote": "(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.", "anchor": "https://openagreements.org/practice-guides/non-compete/us/idaho#src-idaho-44-2704-geographic-presumption" }, { "id": "idaho-44-2704-line-of-business-presumption", "authorityType": "primary-law", "tier": "primary-source-backed", "title": "Idaho Code § 44-2704", "citation": "Idaho Code § 44-2704(4).", "url": "https://legislature.idaho.gov/statutesrules/idstat/Title44/T44CH27/SECT44-2704/", "proposition": "Idaho Code § 44-2704(4) presumes a covenant reasonable as to type of employment or line of business if limited to the work the key worker conducted for the employer.", "verbatimQuote": "(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.", "anchor": "https://openagreements.org/practice-guides/non-compete/us/idaho#src-idaho-44-2704-line-of-business-presumption" }, { "id": "blaskiewicz-modify-work-scope", "authorityType": "case-law", "tier": "primary-source-backed", "title": "Blaskiewicz v. Spine Institute of Idaho, P.A.", "citation": "Blaskiewicz v. Spine Inst. of Idaho, P.A., 171 Idaho 70, 518 P.3d 386 (2022).", "url": "https://www.courtlistener.com/opinion/8436739/blaskiewicz-v-spine-institute-of-idaho/", "deepLink": "https://www.courtlistener.com/opinion/8436739/blaskiewicz-v-spine-institute-of-idaho/#:~:text=For%20example%2C%20it%20is%20possible,is%20otherwise%20qualified%20to%20perform.", "proposition": "Blaskiewicz supports tailoring a physician non-compete to the type of medicine performed for the former employer when the facts support modification.", "verbatimQuote": "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.", "date": "2022-10-31", "anchor": "https://openagreements.org/practice-guides/non-compete/us/idaho#src-blaskiewicz-modify-work-scope" } ] }, { "slug": "court-narrowing", "label": "Will courts modify overbroad covenants?", "heading": "Will an Idaho court modify an overbroad non-compete?", "answerText": "Usually yes, because Idaho's statute uses mandatory modification language. Idaho Code § 44-2703 says a court shall limit or modify an unreasonable covenant and enforce it as limited or modified.", "sources": [ { "id": "idaho-44-2703-mandatory-modification", "authorityType": "primary-law", "tier": "primary-source-backed", "title": "Idaho Code § 44-2703", "citation": "Idaho Code § 44-2703.", "url": "https://legislature.idaho.gov/statutesrules/idstat/Title44/T44CH27/SECT44-2703/", "proposition": "Idaho Code § 44-2703 supports mandatory judicial modification and enforcement of an unreasonable covenant as modified.", "verbatimQuote": "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.", "anchor": "https://openagreements.org/practice-guides/non-compete/us/idaho#src-idaho-44-2703-mandatory-modification" }, { "id": "intermountain-simple-blue-pencil", "authorityType": "case-law", "tier": "primary-source-backed", "title": "Intermountain Eye & Laser Centers, P.L.L.C. v. Miller", "citation": "Intermountain Eye & Laser Ctrs., P.L.L.C. v. Miller, 142 Idaho 218, 127 P.3d 121 (2005).", "url": "https://www.courtlistener.com/opinion/2510251/intermountain-eye-laser-centers-pllc-v-miller/", "deepLink": "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.", "proposition": "Intermountain Eye supports the limit that a court may blue-pencil only when it can do so simply and accurately and should not substantially rewrite the contract.", "verbatimQuote": "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.", "date": "2005-12-20", "anchor": "https://openagreements.org/practice-guides/non-compete/us/idaho#src-intermountain-simple-blue-pencil" }, { "id": "blaskiewicz-blue-pencil-statute", "authorityType": "case-law", "tier": "primary-source-backed", "title": "Blaskiewicz v. Spine Institute of Idaho, P.A.", "citation": "Blaskiewicz v. Spine Inst. of Idaho, P.A., 171 Idaho 70, 518 P.3d 386 (2022).", "url": "https://www.courtlistener.com/opinion/8436739/blaskiewicz-v-spine-institute-of-idaho/", "deepLink": "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.", "proposition": "Blaskiewicz supports applying Idaho Code § 44-2703's modification power before declaring an overbroad covenant unenforceable.", "verbatimQuote": "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.", "date": "2022-10-31", "anchor": "https://openagreements.org/practice-guides/non-compete/us/idaho#src-blaskiewicz-blue-pencil-statute" } ] }, { "slug": "customer-nonsolicits", "label": "Are customer non-solicits enforceable?", "heading": "Are customer non-solicitation clauses enforceable in Idaho, and what counts as solicitation?", "answerText": "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.", "sources": [ { "id": "horn-overt-act", "authorityType": "case-law", "tier": "primary-source-backed", "title": "Insure Idaho, LLC v. Horn", "citation": "Insure Idaho, LLC v. Horn, No. 49936 (Idaho July 11, 2025).", "url": "https://www.courtlistener.com/opinion/10634458/insure-idaho-v-horn/", "deepLink": "https://www.courtlistener.com/opinion/10634458/insure-idaho-v-horn/#:~:text=We%20hold%20that%20the%20plain,return%20from%20a%20second%20party.", "proposition": "Horn supports the rule that solicitation requires an overt act initiated by one party seeking something in return.", "verbatimQuote": "We hold that the plain meaning of solicitation requires some overt act initiated by one party, seeking something in return from a second party.", "date": "2025-07-11", "anchor": "https://openagreements.org/practice-guides/non-compete/us/idaho#src-horn-overt-act" }, { "id": "horn-affirmative-action", "authorityType": "case-law", "tier": "primary-source-backed", "title": "Insure Idaho, LLC v. Horn", "citation": "Insure Idaho, LLC v. Horn, No. 49936 (Idaho July 11, 2025).", "url": "https://www.courtlistener.com/opinion/10634458/insure-idaho-v-horn/", "deepLink": "https://www.courtlistener.com/opinion/10634458/insure-idaho-v-horn/#:~:text=Although%20%E2%80%9Cthe%20difference%20between%20accepting,for%20the%20business%20at%20issue.", "proposition": "Horn supports the affirmative-action requirement for a solicitation finding.", "verbatimQuote": "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.", "date": "2025-07-11", "anchor": "https://openagreements.org/practice-guides/non-compete/us/idaho#src-horn-affirmative-action" }, { "id": "horn-no-mere-acceptance", "authorityType": "case-law", "tier": "primary-source-backed", "title": "Insure Idaho, LLC v. Horn", "citation": "Insure Idaho, LLC v. Horn, No. 49936 (Idaho July 11, 2025).", "url": "https://www.courtlistener.com/opinion/10634458/insure-idaho-v-horn/", "deepLink": "https://www.courtlistener.com/opinion/10634458/insure-idaho-v-horn/#:~:text=To%20be%20clear%2C%20the%20mere,simple%20communication%20between%20parties%20alone.", "proposition": "Horn supports the rule that merely accepting business and ordinary communication are not solicitation.", "verbatimQuote": "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.", "date": "2025-07-11", "anchor": "https://openagreements.org/practice-guides/non-compete/us/idaho#src-horn-no-mere-acceptance" } ] }, { "slug": "healthcare-providers", "label": "What about healthcare providers?", "heading": "Are non-competes for Idaho healthcare providers enforceable?", "answerText": "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.", "sources": [ { "id": "intermountain-patient-choice", "authorityType": "case-law", "tier": "primary-source-backed", "title": "Intermountain Eye & Laser Centers, P.L.L.C. v. Miller", "citation": "Intermountain Eye & Laser Ctrs., P.L.L.C. v. Miller, 142 Idaho 218, 127 P.3d 121 (2005).", "url": "https://www.courtlistener.com/opinion/2510251/intermountain-eye-laser-centers-pllc-v-miller/", "deepLink": "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.", "proposition": "Intermountain Eye supports weighing a physician employer's protectable interests against patients' interests in continuity of care and choice of provider.", "verbatimQuote": "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.", "date": "2005-12-20", "pullQuoteLocator": "The extent of Intermountain Eye’s interest in those|care provider of their choice.", "anchor": "https://openagreements.org/practice-guides/non-compete/us/idaho#src-intermountain-patient-choice" }, { "id": "dick-public-welfare", "authorityType": "case-law", "tier": "primary-source-backed", "title": "Dick v. Geist", "citation": "Dick v. Geist, 107 Idaho 931, 693 P.2d 1133 (Ct. App. 1985).", "url": "https://www.courtlistener.com/opinion/1173077/dick-v-geist/", "deepLink": "https://www.courtlistener.com/opinion/1173077/dick-v-geist/#:~:text=It%20has%20been%20shown%2C%20in,Miles%20from%20practicing%20their%20specialty.", "proposition": "Dick supports denying injunctive enforcement of a physician restrictive covenant where public welfare in the affected community would be seriously impaired.", "verbatimQuote": "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.", "date": "1985-01-09", "anchor": "https://openagreements.org/practice-guides/non-compete/us/idaho#src-dick-public-welfare" } ] }, { "slug": "extended-for-breach", "label": "Does the clock pause during breach?", "heading": "Does an Idaho non-compete period toll or extend during a breach or litigation?", "answerText": "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.", "sources": [ { "id": "idaho-44-2704-tolling-tension", "authorityType": "primary-law", "tier": "primary-source-backed", "title": "Idaho Code § 44-2704", "citation": "Idaho Code § 44-2704.", "url": "https://legislature.idaho.gov/statutesrules/idstat/Title44/T44CH27/SECT44-2704/", "proposition": "Idaho Code § 44-2704 supports the eighteen-month presumption and additional-consideration tension for tolling or extension clauses that exceed eighteen months.", "verbatimQuote": "(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.", "anchor": "https://openagreements.org/practice-guides/non-compete/us/idaho#src-idaho-44-2704-tolling-tension" }, { "id": "idaho-44-2703-tolling-modification", "authorityType": "primary-law", "tier": "primary-source-backed", "title": "Idaho Code § 44-2703", "citation": "Idaho Code § 44-2703.", "url": "https://legislature.idaho.gov/statutesrules/idstat/Title44/T44CH27/SECT44-2703/", "proposition": "Idaho Code § 44-2703 supports the related point that an unreasonable covenant may be limited or modified by the court.", "verbatimQuote": "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.", "anchor": "https://openagreements.org/practice-guides/non-compete/us/idaho#src-idaho-44-2703-tolling-modification" } ] }, { "slug": "choice-of-law-forum", "label": "Can contracts force out-of-state law or forum?", "heading": "Will Idaho enforce an out-of-state choice-of-law or forum-selection clause?", "answerText": "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.", "sources": [ { "id": "idaho-29-110-public-policy", "authorityType": "primary-law", "tier": "primary-source-backed", "title": "Idaho Code § 29-110", "citation": "Idaho Code § 29-110.", "url": "https://legislature.idaho.gov/statutesrules/idstat/Title29/T29CH1/SECT29-110/", "proposition": "Idaho Code § 29-110 supports voiding contract provisions that restrict enforcement of contract rights in Idaho tribunals or require arbitration outside Idaho.", "verbatimQuote": "(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.", "anchor": "https://openagreements.org/practice-guides/non-compete/us/idaho#src-idaho-29-110-public-policy" }, { "id": "off-spec-strong-policy", "authorityType": "case-law", "tier": "primary-source-backed", "title": "Off-Spec Solutions, LLC v. Transportation Investors, LLC", "citation": "Off-Spec Sols., LLC v. Transp. Invs., LLC, No. 47940 (Idaho May 19, 2021).", "url": "https://www.courtlistener.com/opinion/10732800/off-spec-solutions-llc-v-transportation-investors-llc/", "deepLink": "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.", "proposition": "Off-Spec Solutions supports treating Idaho Code § 29-110 as a strong Idaho public policy that can invalidate out-of-state forum-selection clauses.", "verbatimQuote": "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.", "date": "2021-05-19", "anchor": "https://openagreements.org/practice-guides/non-compete/us/idaho#src-off-spec-strong-policy" } ] }, { "slug": "sale-of-business", "label": "Are sale covenants different?", "heading": "Are sale-of-business non-competes treated differently in Idaho?", "answerText": "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.", "sources": [ { "id": "bybee-sale-goodwill", "authorityType": "case-law", "tier": "primary-source-backed", "title": "Bybee v. Isaac", "citation": "Bybee v. Isaac, 145 Idaho 251, 178 P.3d 616 (2008).", "url": "https://www.courtlistener.com/opinion/2507705/bybee-v-isaac/", "deepLink": "https://www.courtlistener.com/opinion/2507705/bybee-v-isaac/#:~:text=When%20the%20covenant%20not%20to,from%20competition%20by%20the%20seller.%E2%80%9D", "proposition": "Bybee supports giving sale-of-business covenants more deference than employment non-competes because they protect purchased goodwill.", "verbatimQuote": "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.”", "date": "2008-01-30", "anchor": "https://openagreements.org/practice-guides/non-compete/us/idaho#src-bybee-sale-goodwill" }, { "id": "bybee-not-overbroad", "authorityType": "case-law", "tier": "primary-source-backed", "title": "Bybee v. Isaac", "citation": "Bybee v. Isaac, 145 Idaho 251, 178 P.3d 616 (2008).", "url": "https://www.courtlistener.com/opinion/2507705/bybee-v-isaac/", "deepLink": "https://www.courtlistener.com/opinion/2507705/bybee-v-isaac/#:~:text=However%2C%20when%20viewing%20the%20non%2Dcompete,as%20a%20matter%20of%20law.", "proposition": "Bybee supports the conclusion that a five-year, fifty-mile business-sale covenant was not facially overbroad as a matter of law.", "verbatimQuote": "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.", "date": "2008-01-30", "anchor": "https://openagreements.org/practice-guides/non-compete/us/idaho#src-bybee-not-overbroad" } ] }, { "slug": "trade-secrets", "label": "What about trade secrets?", "heading": "What trade-secret protection remains if an Idaho non-compete fails?", "answerText": "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.", "sources": [ { "id": "idaho-44-2704-trade-secret-preserved", "authorityType": "primary-law", "tier": "primary-source-backed", "title": "Idaho Code § 44-2704", "citation": "Idaho Code § 44-2704.", "url": "https://legislature.idaho.gov/statutesrules/idstat/Title44/T44CH27/SECT44-2704/", "proposition": "Idaho Code § 44-2704 supports preserving trade-secret and proprietary-information protection apart from chapter 44-27 non-compete limits.", "verbatimQuote": "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.", "anchor": "https://openagreements.org/practice-guides/non-compete/us/idaho#src-idaho-44-2704-trade-secret-preserved" }, { "id": "idaho-48-801-trade-secret-definition", "authorityType": "primary-law", "tier": "primary-source-backed", "title": "Idaho Code § 48-801", "citation": "Idaho Code § 48-801.", "url": "https://legislature.idaho.gov/statutesrules/idstat/Title48/T48CH8/SECT48-801/", "proposition": "Idaho Code § 48-801 supports the Idaho Trade Secrets Act definition of trade secret.", "verbatimQuote": "(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.", "anchor": "https://openagreements.org/practice-guides/non-compete/us/idaho#src-idaho-48-801-trade-secret-definition" }, { "id": "idaho-48-802-injunction", "authorityType": "primary-law", "tier": "primary-source-backed", "title": "Idaho Code § 48-802", "citation": "Idaho Code § 48-802.", "url": "https://legislature.idaho.gov/statutesrules/idstat/Title48/T48CH8/SECT48-802/", "proposition": "Idaho Code § 48-802 supports injunctive relief for actual or threatened trade-secret misappropriation.", "verbatimQuote": "(1) Actual or threatened misappropriation may be enjoined.", "anchor": "https://openagreements.org/practice-guides/non-compete/us/idaho#src-idaho-48-802-injunction" } ] } ] } }