NON-COMPETE AGREEMENT
(State of Idaho)
[// GUIDANCE: This template is drafted for use with employees located or working in Idaho and is intended to comply with Idaho Code § 44-2701 et seq. (“Idaho Non-Compete Act”). Customize all bracketed items and review carefully for business-specific needs.]
TABLE OF CONTENTS
- Document Header
- Definitions
- Operative Provisions
- Representations & Warranties
- Covenants & Restrictions
- Default & Remedies
- Risk Allocation
- Dispute Resolution
- General Provisions
- Execution Block
1. DOCUMENT HEADER
Non-Compete Agreement (“Agreement”) made and entered into as of [Effective Date], by and between:
• [Employer Legal Name], a [State] corporation with its principal place of business at [Address] (“Employer”); and
• [Employee Full Legal Name], residing at [Address] (“Employee”).
(Each, a “Party,” and collectively, the “Parties.”)
1.1 Recitals
A. Employer is engaged in the business of [describe industry/business] (“Business”).
B. Employee will have access to Employer’s Confidential Information (as defined below) and valuable business relationships.
C. In consideration of employment and the promises herein, the Parties wish to restrict certain post-employment activities as permitted under the Idaho Non-Compete Act, Idaho Code § 44-2701 et seq.
NOW, THEREFORE, in consideration of the mutual covenants herein and for other good and valuable consideration, the receipt and sufficiency of which are acknowledged, the Parties agree as follows.
2. DEFINITIONS
For purposes of this Agreement, the following capitalized terms have the meanings set forth below. Defined terms used in the singular include the plural and vice versa.
“Affiliate” – Any entity that directly or indirectly controls, is controlled by, or is under common control with Employer.
“Confidential Information” – All non-public information concerning Employer, its Affiliates, or their respective customers, suppliers, or employees, including trade secrets, business plans, financial data, client lists, proprietary software, and technical know-how, whether in tangible or intangible form.
“Competing Business” – Any business or enterprise that engages in activities substantially similar to or competitive with the Business within the Restricted Territory.
“Good Reason” – [DEFINE or delete if not applicable].
“Restricted Period” – The period beginning on the Termination Date and ending [NUMBER] months thereafter, not to exceed eighteen (18) months as required by Idaho Code § 44-2704(1).
“Restricted Territory” – [Geographic Scope—e.g., each county in which Employee worked or had material customer contact during the last 12 months of employment].
“Termination Date” – The date Employee’s employment with Employer ends for any reason.
[// GUIDANCE: Add additional defined terms as needed and ensure cross-references are correct.]
3. OPERATIVE PROVISIONS
3.1 Employment. Employer hereby employs Employee, and Employee accepts such employment, subject to Employer’s standard policies and the terms herein.
3.2 Consideration. As specific consideration for the covenants herein, Employee shall receive:
a. Initial employment (or continued employment if already employed);
b. [Signing Bonus] of $[AMOUNT]; and
c. Access to Confidential Information and customer goodwill.
[// GUIDANCE: Under Idaho law, continued employment alone is sufficient consideration, but additional consideration strengthens enforceability.]
3.3 Term of Employment. Employment is “at will” and may be terminated by either Party at any time, subject to Section 6 (Default & Remedies).
3.4 Duties. Employee shall perform the duties of [Position Title] and such other duties as assigned, devoting full working time and best efforts to Employer.
4. REPRESENTATIONS & WARRANTIES
4.1 Mutual Authority. Each Party represents that it has full authority to enter into and fully perform this Agreement.
4.2 Employee Representations. Employee represents and warrants that:
a. Employee is not a party to any agreement that would conflict with or prevent performance of this Agreement;
b. Employee’s execution and performance do not violate any court order; and
c. Employee possesses the qualifications required for the position.
4.3 Survival. The representations and warranties in this Section survive termination of employment and this Agreement.
5. COVENANTS & RESTRICTIONS
5.1 Non-Competition. During employment and throughout the Restricted Period, Employee shall not, within the Restricted Territory, directly or indirectly:
a. Own, operate, or participate in a Competing Business;
b. Provide services in the same or similar capacity to a Competing Business; or
c. Assist any person or entity in engaging in the foregoing activities.
5.2 Non-Solicitation of Customers. For the Restricted Period, Employee shall not solicit or attempt to solicit business from any customer or prospective customer with whom Employee had material contact during the last twelve (12) months of employment.
5.3 Non-Solicitation of Employees. For the Restricted Period, Employee shall not recruit, solicit, or induce any employee or contractor of Employer to terminate or lessen such individual’s relationship with Employer.
5.4 Confidentiality. Employee shall hold all Confidential Information in strict confidence and use it solely for Employer’s benefit.
5.5 Return of Property. Upon Termination Date, Employee shall return all Employer property and certify destruction of all electronic copies.
5.6 Reasonableness; Blue-Pencil. The Parties acknowledge the temporal, geographic, and scope limitations herein are reasonable and no broader than necessary to protect Employer’s legitimate business interests. Pursuant to Idaho Code § 44-2704(3), a court of competent jurisdiction may modify any unreasonable restriction to render it enforceable.
5.7 Tolling. The Restricted Period shall be tolled during any period of violation and any period of litigation necessary to enforce covenants.
6. DEFAULT & REMEDIES
6.1 Events of Default. Any breach of Section 5 by Employee constitutes an Event of Default.
6.2 Notice and Cure. Employer shall provide written notice of default; Employee shall have five (5) calendar days to cure, except that breaches of confidentiality or competition covenants are deemed incapable of cure.
6.3 Injunctive Relief. Employee agrees that a breach will cause irreparable harm and that Employer is entitled to immediate injunctive relief in any court of competent jurisdiction without the necessity of posting a bond, in addition to any other remedies.
6.4 Damages. Employer may recover actual, consequential, and incidental damages, plus attorney fees and costs as set forth in Section 6.6.
6.5 Disgorgement. Employer may require Employee to disgorge and remit any compensation or profits earned in violation of this Agreement.
6.6 Attorneys’ Fees. The prevailing Party in any action to enforce this Agreement is entitled to reasonable attorneys’ fees, costs, and expenses.
7. RISK ALLOCATION
7.1 Indemnification by Employee. Employee shall indemnify, defend, and hold harmless Employer and its Affiliates from and against any loss, liability, damage, or expense (including reasonable attorneys’ fees) arising out of Employee’s breach of this Agreement.
7.2 No Limitation of Liability. The Parties acknowledge that no liability cap applies under this Agreement.
7.3 Insurance. [OPTIONAL—Employer may require Employee to maintain liability insurance covering wrongful acts; delete if not applicable.]
7.4 Force Majeure. Neither Party shall be liable for failure to perform due to events beyond its reasonable control; provided, however, that this Section does not excuse Employee’s obligations under Section 5.
8. DISPUTE RESOLUTION
8.1 Governing Law. This Agreement and any disputes arising hereunder are governed by the laws of the State of Idaho without regard to conflict-of-laws principles.
8.2 Forum Selection. The state courts located in [County], Idaho shall have exclusive jurisdiction; provided, Employer may seek injunctive relief in any jurisdiction where a breach occurs.
8.3 Arbitration. [SELECT ONE]
☐ Include Arbitration Clause – Any dispute not seeking injunctive relief shall be finally resolved by confidential, binding arbitration administered by [Administrator] in [Location], in accordance with its employment arbitration rules.
☐ Strike Arbitration Clause.
8.4 Jury Waiver. [SELECT ONE]
☐ The Parties knowingly, voluntarily, and irrevocably waive trial by jury in any action arising out of this Agreement.
☐ Strike Jury Waiver.
8.5 Preservation of Injunctive Relief. Nothing herein limits Employer’s right to seek provisional or permanent injunctive relief in a court of competent jurisdiction.
9. GENERAL PROVISIONS
9.1 Amendment; Waiver. No amendment or waiver is effective unless in writing and signed by both Parties. A waiver of any breach is not a waiver of any other breach.
9.2 Assignment. Employer may assign this Agreement to any successor or Affiliate. Employee may not assign or delegate any rights or obligations without Employer’s prior written consent.
9.3 Successors and Assigns. This Agreement binds and benefits the Parties and their respective successors and permitted assigns.
9.4 Severability; Reformation. If any provision is held unenforceable, the court shall modify the provision to the minimum extent necessary to render it enforceable, and the remainder of the Agreement shall remain in effect.
9.5 Integration. This Agreement constitutes the entire agreement between the Parties concerning the subject matter and supersedes all prior understandings.
9.6 Counterparts; Electronic Signatures. This Agreement may be executed in counterparts, each of which is deemed an original. Signatures delivered electronically or by facsimile are effective.
10. EXECUTION BLOCK
IN WITNESS WHEREOF, the Parties have executed this Non-Compete Agreement as of the Effective Date.
| EMPLOYER | EMPLOYEE |
|---|---|
| [Employer Legal Name] | [Employee Name] |
| By: ______ | ______ |
| Name: ____ | |
| Title: _________ | |
| Date: ____ | Date: _______ |
[Optional Notary Acknowledgment if required under company policy.]
[// GUIDANCE: Idaho law does not require notarization for enforceability, but notarizing may aid evidentiary authenticity.]
SCHEDULE 1 – DISCLOSURE OF PRIOR INVENTIONS (If applicable)
[Attach Employee’s list of prior inventions or intellectual property excluded from Confidential Information.]
[// GUIDANCE: Final Checklist
• Confirm Restricted Period ≤ 18 months.
• Confirm Restricted Territory is narrowly tailored (Idaho courts scrutinize statewide/global restrictions).
• Provide Employee with a copy at least 14 days before start date or with material change in employment, to support enforceability.
• Consider providing additional consideration (e.g., garden-leave pay) for stronger protection.]