Make a Idaho Non-Compete Agreement

Applicable State Laws - §§44-2701 through 44-2704 

Idaho code enforces and restricts the use of non-compete agreements. In the workforce, the State of Idaho allows such agreements as long as it meets the following three conditions:

1. The agreement does not affect the key employee or key independent contractor greater than necessary to protect the business of the company.
2. It does not impose a greater than necessary hardship on the employee. Although Idaho is a blue pencil state, Idaho courts will not fully rewrite the entire contract or clause, although it will allow for small changes.
3. It does not cause harm to the public or, in plain terms, it is not against public policy.

Protect your Idaho business by also using an Idaho non-disclosure agreement form. Download an Idaho non-disclosure agreement form now!

How to Write an Idaho Non-Compete Agreement

To write an Idaho non-compete agreement, you should first review the state's laws that govern and restrict the agreement. You should also keep in mind that while Idaho is considered a blue pencil state, Idaho courts do not allow for the full rewriting of contracts or for the full rewriting of individual clauses. To write an Idaho non-compete agreement, include the following clauses:

• Purpose. This clause explains the purpose of the non-compete clause: to protect the trade secrets, confidential information, and customer information belonging to the business. Confidential information may also be defined in this clause as "proprietary information."
• Non-compete. This clause generally includes the restrictions on time, geographical scope, business practices, solicitation of clients and customers, working for general or specific competitors, general or specific business activities, and solicitation of employees.
• Time period. This clause may reiterate the time period, and it also explains when the time period begins. It may begin either when the employee or independent contractor begins working for your business or upon the termination of the relationship.
• Purchase option. This clause states whether your business will allow the party to buy out the contract. If so, this clause will list the amount that they must pay.
• Jurisdiction. This clause states that Idaho code will govern the non-compete agreement.
• Confidential information. This clause states the term "confidential information" as used throughout the contract means any and all technical and non-technical information provided by your business and includes, and is not limited to, any data or other proprietary information related to products, inventions, plans, methods, processes, developmental products, experimental products, intellectual property, software, databases, customer lists, vendor lists, supplier lists, marketing methods, reports, business plans, financial information, or other information pertaining to your business or any of your clients, consultants, or licensees that is disclosed to the other party under the terms of the agreement.
• Permitted disclosure. This clause explains when what is usually considered confidential information is no longer considered confidential. This generally occurs when information becomes public through no fault of the other party, when information is discovered by the other party on their own without a breach of another party, or when your business provides written consent to release information to the public.
• Confidentiality. This clause states that the other party acknowledges the information they receive or may access is confidential and that they agree they will not directly or indirectly disclose it without the written consent of your business. They also agree they may not use the information for any reason except to benefit your business without first receiving your business’s written consent.
• Consultants and employees bound. This clause states that the terms of the agreement bind both consultants and employees, they are on a need-to-know basis for the information, and they must keep any confidential information they receive in their strictest of confidence.
• Return of material. This clause states that when the agreement is terminated or when your business requests it, the other party must return any documents and other tangible material that represents the business’s confidential information and any existing copies. It also states that your business will notify the other party if you discover any loss or unauthorized disclosure of the confidential information.
• Remedies. This clause explains the remedies that the business is entitled to pursue under Idaho law if the former employee breaches the non-compete. Examples include the recovery of court costs, reasonable attorney fees, the award by a court of a temporary restraining order, the award of a preliminary injunction against the unauthorized use of the confidential information, etc., as well as all other remedies available under Idaho law or available as a matter as equity.
• Choice of equity. This clause states that the laws of Idaho govern the non-compete agreement.
• Entire agreement. This clause is the final clause. It explains that the contract may only be amended in writing provided that both parties sign the amendment. After the final clause, the parties sign and print their names. The signatures are also dated.

Each party should receive a copy of the executed non-compete agreement for their records.