---
jurisdiction: "Idaho"
slug: idaho
countryCode: US
snapshotAsOf: "2026-06-10"
lastReviewed: "2026-06-02"
canonicalUrl: https://openagreements.org/legal/non-compete/idaho
license: CC BY 4.0
stale: false
---

> [!IMPORTANT]
> **Informational only — not legal advice.** This is a snapshot of an OpenAgreements practice note,
> provided for general information. It is not legal advice, does not create an attorney-client
> relationship, and is not a substitute for a licensed attorney in the relevant jurisdiction.
> Laws change; verify against the canonical version before relying on it.
>
> **Canonical:** https://openagreements.org/legal/non-compete/idaho · **Snapshot as of:** 2026-06-10 · License: CC BY 4.0 · © UseJunior

# Non-Competes in Idaho[^about]

A question-by-question summary of Idaho non-compete law under Idaho Code title 44 chapter 27, including the key-employee requirement, 18-month presumption, blue-pencil rule, non-solicitation versus non-dealing clauses, healthcare providers, sale-of-business covenants, choice-of-law limits, and trade-secret alternatives.


## At a glance

| Question | Idaho |
| --- | --- |
| **Are non-competes enforceable?** | Allowed if reasonable |
| **Bottom line** | Idaho enforces non-competes only against key employees or key independent contractors and only if reasonable, with an 18-month duration safe harbor and mandatory judicial modification of overbroad terms. |
| **Main law or case** | Idaho Code §§ 44-2701 to 44-2704 |
| **Main exceptions** | Only key employees/independent contractors; healthcare weighed against patient access; sale-of-business reviewed less strictly |
| **Can a court narrow it?** | Yes — rewrites to reasonable |
| **Applies to contractors?** | Yes |
| **Restriction extended during a breach?** | Unsettled — no authority |
| **Maximum length set by law** | 18 months (rebuttable presumption) |

## Are employee non-compete agreements enforceable in Idaho? {#employee-noncompetes}

**Short answer.** Yes, but only for key employees or key independent contractors and only if the covenant is reasonable. Idaho Code § 44-2701 makes a qualifying covenant enforceable if reasonable[^idaho-44-2701-key-employee-enforceable] as to duration, geography, work scope, and business need.

Idaho is a statute-first jurisdiction for employment non-competes. The chapter 44-27 framework is employer-friendly, but it is not open-ended: the worker must be key, the restraint must protect legitimate business interests, and it cannot impose more restraint than reasonably necessary [^idaho-44-2701-key-employee-enforceable].

Idaho courts still treat employment covenants as disfavored and strictly construed against the employer. *Blaskiewicz* reversed summary judgment because the district court skipped the Idaho statutes, while also preserving the older reasonableness and public-policy limits [^blaskiewicz-statute-first].

> [!NOTE]
> **Practice note.**
>
> Do not draft Idaho as a common-law-only state. A court should start with Idaho Code §§ 44-2701 through 44-2704, then evaluate the facts that bear on reasonableness, business interest, worker hardship, and public injury [^idaho-44-2701-key-employee-enforceable][^blaskiewicz-statute-first].

## Who is a key employee or key independent contractor under Idaho non-compete law? {#key-employees}

**Short answer.** A covered worker is key if the employer can show high-level inside knowledge, influence, credibility, notoriety, or similar ability to threaten the employer's business interests. Idaho Code § 44-2702 defines the category, and Idaho Code § 44-2704 creates a highest-paid-five-percent presumption [^idaho-44-2702-key-worker-definition][^idaho-44-2704-top-five-presumption].

The statutory definition is functional. It focuses on what the employer exposed the worker to, how the worker represented the employer, and whether the worker can harm legitimate business interests after leaving [^idaho-44-2702-key-worker-definition].

The pay presumption helps employers but does not end the case. If the worker is among the highest-paid five percent, Idaho presumes key status; the worker may rebut that by showing no ability to adversely affect the employer's legitimate business interests [^idaho-44-2704-top-five-presumption].

Independent contractors can be covered if they are key independent contractors. *Sky Down Skydiving* notes that non-competition clauses are permitted for independent contractors under section 44-2701, though the case itself used that point in a worker-classification analysis [^sky-down-independent-contractors].

> [!CAUTION]
> **Drafting note.**
>
> Do not rely on salary rank alone when the worker is outside the top five percent or when rebuttal evidence is likely. The agreement and enforcement record should identify the inside knowledge, public exposure, customer influence, or similar facts that make the worker key [^idaho-44-2702-key-worker-definition][^idaho-44-2704-top-five-presumption].

## What counts as a legitimate business interest for an Idaho non-compete? {#legitimate-business-interests}

**Short answer.** Idaho defines legitimate business interests broadly. The statutory list includes goodwill, technologies, intellectual property, business plans, business processes, customers, customer lists and contacts, referral sources, vendors, financial and marketing information, and trade secrets [^idaho-44-2702-legitimate-interests].

The list is not exclusive. The phrase includes, but is not limited to, gives employers room to prove other protectable interests that fit the same business-protection logic [^idaho-44-2702-legitimate-interests].

That broad definition does not eliminate tailoring. Idaho Code § 44-2701 still requires the restraint not to exceed what is reasonably necessary to protect those interests [^idaho-44-2701-tailoring].

> [!CAUTION]
> **Drafting note.**
>
> Name the protected interest and connect it to the worker. A generic competition ban is weaker than a covenant tied to the actual customer contacts, referral sources, confidential processes, technologies, or similar interests the worker can use against the employer [^idaho-44-2702-legitimate-interests][^idaho-44-2701-tailoring].

## How long can an Idaho non-compete last, and what consideration is required? {#duration-consideration}

**Short answer.** Eighteen months or less is the statutory safe-harbor term. Idaho Code § 44-2704 presumes an eighteen-month-or-shorter postemployment term reasonable, and a restriction longer than eighteen months requires consideration beyond employment or continued employment [^idaho-44-2704-duration-presumption][^idaho-44-2704-duration-consideration].

The statute is unusually specific about consideration. It says a direct-competition restriction cannot exceed eighteen months unless the employer gives additional consideration beyond employment or continued employment [^idaho-44-2704-duration-consideration].

That means continued at-will employment can support an eighteen-month-or-shorter covenant, but it is not enough by itself for a longer restriction. The older *Insurance Associates* litigation involved an at-will insurance salesperson who had to sign or be fired, and the Court of Appeals held that agreement supported by consideration; the Supreme Court later repeated that procedural holding while resolving damages and related claims [^hansen-consideration].

> [!CAUTION]
> **Drafting note.**
>
> If the business needs more than eighteen months, document independent consideration and expect to lose the duration presumption. Without that additional consideration, section 44-2704 makes the over-eighteen-month term vulnerable at the threshold [^idaho-44-2704-duration-consideration].

## What geographic and line-of-business limits apply to Idaho non-competes? {#geography-work-scope}

**Short answer.** Idaho presumes geography reasonable when it is limited to areas where the worker provided services or had significant presence or influence. It also presumes work scope reasonable when limited to the type of employment or line of business the worker actually conducted for the employer [^idaho-44-2704-geographic-presumption][^idaho-44-2704-line-of-business-presumption].

The geographic rule is tied to the worker's footprint, not simply to everywhere the employer does business [^idaho-44-2704-geographic-presumption]. The line-of-business rule is tied to the worker's actual work, not every possible role in the employer's industry [^idaho-44-2704-line-of-business-presumption].

Those presumptions matter in practice because a court may still ask whether the covenant imposes more restraint than reasonably necessary. *Blaskiewicz* noted that a physician restriction could potentially be modified to cover only the medicine performed for the former employer, rather than all medicine the physician could perform [^blaskiewicz-modify-work-scope].

> [!CAUTION]
> **Drafting note.**
>
> Avoid statewide or all-industry language unless the facts justify it. Idaho's presumptions are strongest when the territory tracks the worker's actual service area or influence and the restricted business tracks the worker's actual work for the employer [^idaho-44-2704-geographic-presumption][^idaho-44-2704-line-of-business-presumption].

## Will an Idaho court modify an overbroad non-compete? {#court-modification}

**Short answer.** Usually yes, because Idaho's statute uses mandatory modification language. Idaho Code § 44-2703 says a court shall limit or modify[^idaho-44-2703-mandatory-modification] an unreasonable covenant and enforce it as limited or modified.

That blue-pencil rule is strong, but it is not a license to omit essential terms. Idaho courts have long treated employment restraints as strictly construed against the employer, and *Intermountain Eye* cautioned that a court may blue-pencil only if it can be done simply and accurately [^intermountain-simple-blue-pencil].

*Blaskiewicz* applied the statute's modification power after chapter 44-27 was enacted. It faulted the district court for declaring the covenant void without considering statutory modification [^blaskiewicz-blue-pencil-statute].

In practice, *Brand Makers Promotional Products, LLC v. Archibald* refused to rewrite a covenant that lacked geographic and line-of-business limits, while *Timberline Drilling v. American Drilling* reduced a five-year period to eighteen months. Those cases are useful drafting context, but the source corpus here does not include quote-verified text for them.

> [!CAUTION]
> **Drafting note.**
>
> Give the court something workable to modify. Section 44-2703 supports narrowing unreasonable terms, but strict construction and the simple-and-accurate limit make absent geography, absent work scope, or a missing protectable-interest theory materially riskier [^idaho-44-2703-mandatory-modification][^intermountain-simple-blue-pencil].

## Are customer non-solicitation clauses enforceable in Idaho, and what counts as solicitation? {#customer-nonsolicits}

**Short answer.** Yes, customer non-solicitation clauses can be enforced, but solicitation requires affirmative conduct. In 2025, *Insure Idaho v. Horn* held that solicitation requires an overt act seeking business, and that mere acceptance of business is not solicitation [^horn-overt-act].

This is Idaho's headline recent development for customer restrictions. *Horn* distinguishes active solicitation from accepting a customer who independently reaches out. The court said the restricted party must take affirmative action that entreats, implores, pleads, or petitions for the business at issue [^horn-affirmative-action].

That makes no-service or non-dealing clauses a drafting risk. A clause that bars accepting unsolicited business may be broader than a true non-solicit, and Idaho has not yet fully resolved whether that broader alternative is enforceable as a non-compete, a modified non-solicit, or something else.

> [!CAUTION]
> **Drafting note.**
>
> Draft customer restrictions around affirmative solicitation, not passive acceptance of unsolicited work. If the business wants a no-service or non-dealing restriction, treat it as an unsettled Idaho question and analyze whether it functions as a direct-competition restraint under chapter 44-27 [^horn-overt-act][^horn-no-mere-acceptance].

## Are non-competes for Idaho healthcare providers enforceable? {#healthcare-providers}

**Short answer.** Yes, Idaho does not categorically ban physician or healthcare-provider non-competes. But courts weigh the employer's interests against patient access, continuity of care, and the public interest in the physician-patient relationship [^intermountain-patient-choice].

*Intermountain Eye* rejected an outright ban but treated physician covenants as different from ordinary commercial restraints. The court held that the employer's interest in patients is limited by patient continuity and choice [^intermountain-patient-choice].

*Dick v. Geist* reached a similar public-interest result in a Twin Falls physician dispute. Even assuming the covenant was otherwise valid, the court refused an injunction because enforcing it would seriously impair public welfare in the affected community [^dick-public-welfare].

> [!NOTE]
> **Practice note.**
>
> Healthcare enforcement needs evidence about actual services, patient access, referral sources, continuity of care, and community need. A reasonable time and radius may still fail as an injunction if the public-interest showing favors patient access to the provider [^intermountain-patient-choice][^dick-public-welfare].

## Does an Idaho non-compete period toll or extend during a breach or litigation? {#tolling-during-breach}

**Short answer.** Idaho law is unsettled. No Idaho statute or Idaho appellate decision in the staged source corpus squarely addresses whether a non-compete term tolls during breach or litigation, so the safer answer is that the issue remains open.

The statutory tension is real. Section 44-2704 presumes terms of eighteen months or less reasonable and requires additional consideration for a direct-competition restriction that exceeds eighteen months [^idaho-44-2704-tolling-tension]. Section 44-2703 tells courts to modify unreasonable covenants and enforce them as modified [^idaho-44-2703-tolling-modification].

That leaves an unresolved question: if a tolling or extension-on-breach clause pushes the effective restraint beyond eighteen months, an Idaho court may treat the extension as outside the duration presumption and may require independent consideration. No Idaho court has resolved that issue.

> [!NOTE]
> **Practice note.**
>
> Treat tolling and extension-on-breach language as an open Idaho drafting question, not a settled remedy. A clause that extends the effective restraint past eighteen months risks losing the statutory duration presumption and triggering the additional-consideration requirement, even though section 44-2703 may let a court modify unreasonable terms [^idaho-44-2704-tolling-tension][^idaho-44-2703-tolling-modification].

## Will Idaho enforce an out-of-state choice-of-law or forum-selection clause? {#choice-of-law-forum}

**Short answer.** Often no for clauses that keep an Idaho party from enforcing contract rights in Idaho tribunals or require out-of-state arbitration. Idaho Code § 29-110 voids those restrictions as Idaho public policy, and *Off-Spec Solutions* applied that policy to require Idaho arbitration [^idaho-29-110-public-policy].

Section 29-110 is not a non-compete statute, but it matters in Idaho restrictive-covenant disputes because employers sometimes pair a non-compete with another state's law or forum. The statute protects access to Idaho tribunals and says out-of-state arbitration is not protected by the arbitration carveout [^idaho-29-110-public-policy].

*Off-Spec Solutions* held that Idaho Code § 29-110 is a strong public policy sufficient to invalidate forum-selection clauses in the agreements before the court [^off-spec-strong-policy].

> [!CAUTION]
> **Drafting note.**
>
> Do not assume a foreign law or out-of-state forum clause will move an Idaho resident's restrictive-covenant dispute out of Idaho. At minimum, separate forum, arbitration location, and choice-of-law analysis and account for Idaho Code § 29-110 [^idaho-29-110-public-policy][^off-spec-strong-policy].

## Are sale-of-business non-competes treated differently in Idaho? {#sale-of-business}

**Short answer.** Yes. Idaho gives more deference to non-competes ancillary to the sale of a business than to ordinary employment non-competes, because the buyer is usually purchasing goodwill and is entitled to reasonable protection from seller competition [^bybee-sale-goodwill].

*Bybee v. Isaac* involved a crop-dusting business sale. The Idaho Supreme Court emphasized that employment non-competes are disfavored, but sale-of-business covenants are not construed as strictly because they protect purchased goodwill [^bybee-sale-goodwill].

Sale covenants still must be reasonable in time, scope, and territory. In *Bybee*, the five-year, fifty-mile covenant was not facially overbroad as a matter of law in the sale context [^bybee-not-overbroad].

> [!CAUTION]
> **Drafting note.**
>
> Tie the restraint to the sold business and its goodwill. Sale-of-business status helps, but it does not eliminate the reasonableness requirement for duration, geography, and scope [^bybee-sale-goodwill][^bybee-not-overbroad].

## What trade-secret protection remains if an Idaho non-compete fails? {#trade-secrets}

**Short answer.** Trade-secret protection remains available independently. Idaho Code § 44-2704 says chapter 44-27 does not limit protection for trade secrets or proprietary and confidential information, and the Idaho Trade Secrets Act authorizes injunctions for actual or threatened misappropriation [^idaho-44-2704-trade-secret-preserved][^idaho-48-802-injunction].

The Idaho Trade Secrets Act defines trade secrets by economic value from secrecy and reasonable efforts to maintain secrecy. That can protect confidential formulas, compilations, programs, methods, techniques, processes, and similar information even when a non-compete is unavailable or narrowed [^idaho-48-801-trade-secret-definition].

The remedy is also different. A trade-secret injunction targets actual or threatened misappropriation, not ordinary competition by a former worker [^idaho-48-802-injunction].

> [!CAUTION]
> **Drafting note.**
>
> Separate confidentiality, trade-secret, and non-compete obligations. If the real risk is misuse of secret information, an Idaho Trade Secrets Act claim may be better tailored than a broad work ban, but the employer still needs secrecy efforts and misappropriation evidence [^idaho-48-801-trade-secret-definition][^idaho-48-802-injunction].

[^about]: By Steven Obiajulu, J.D. Published by [openagreements.org](https://openagreements.org) · Maintained by [UseJunior](https://usejunior.com). Last reviewed 2026-06-02. License: CC BY 4.0. Steven Obiajulu, J.D. is admitted in New York, not Idaho. This article synthesizes Idaho primary law and is not legal advice from a Idaho-admitted attorney. This article is for informational purposes only and does not create an attorney-client relationship.

[^idaho-44-2701-key-employee-enforceable]: **Idaho Code § 44-2701** — "A key employee or key independent contractor may enter into a written agreement or covenant that protects the employer’s legitimate business interests and prohibits the key employee or key independent contractor from engaging in employment or a line of business that is in direct competition with the employer’s business after termination of employment, and the same shall be enforceable, if the agreement or covenant is reasonable as to its duration, geographical area, type of employment or line of business, and does not impose a greater restraint than is reasonably necessary to protect the employer’s legitimate business interests." *Idaho Code § 44-2701.* <https://legislature.idaho.gov/statutesrules/idstat/Title44/T44CH27/SECT44-2701/>

[^blaskiewicz-statute-first]: **Blaskiewicz v. Spine Institute of Idaho, P.A.** — "While Intermountain Eye and Freiburger remain instructive, the district court’s failure to address the relevant statutes constitutes clear error." *Blaskiewicz v. Spine Inst. of Idaho, P.A., 171 Idaho 70, 518 P.3d 386 (2022).* <https://www.courtlistener.com/opinion/8436739/blaskiewicz-v-spine-institute-of-idaho/#:~:text=While%20Intermountain%20Eye%20and%20Freiburger,relevant%20statutes%20constitutes%20clear%20error.>

[^idaho-44-2702-key-worker-definition]: **Idaho Code § 44-2702** — "(1) ‘Key employees’ and ‘key independent contractors’ shall include those employees or independent contractors who, by reason of the employer’s investment of time, money, trust, exposure to the public, or exposure to technologies, intellectual property, business plans, business processes and methods of operation, customers, vendors or other business relationships during the course of employment, have gained a high level of inside knowledge, influence, credibility, notoriety, fame, reputation or public persona as a representative or spokesperson of the employer and, as a result, have the ability to harm or threaten an employer’s legitimate business interests." *Idaho Code § 44-2702.* <https://legislature.idaho.gov/statutesrules/idstat/Title44/T44CH27/SECT44-2702/>

[^idaho-44-2704-top-five-presumption]: **Idaho Code § 44-2704** — "(5) It shall be a rebuttable presumption that an employee or independent contractor who is among the highest paid five percent (5%) of the employer’s employees or independent contractors is a ‘key employee’ or a ‘key independent contractor.’" *Idaho Code § 44-2704.* <https://legislature.idaho.gov/statutesrules/idstat/Title44/T44CH27/SECT44-2704/>

[^sky-down-independent-contractors]: **State ex rel. Industrial Commission v. Sky Down Skydiving, LLC** — "Although non-competition clauses are permitted for independent contractors under Idaho Code section 44-2701, such a provision is more indicative of the type of control an employer typically exercises over an employee." *Indus. Comm'n v. Sky Down Skydiving, LLC, 166 Idaho 564, 462 P.3d 92 (2020).* <https://www.courtlistener.com/opinion/10732876/industrial-commission-v-sky-down-skydiving/#:~:text=Although%20non%2Dcompetition%20clauses%20are%20permitted,typically%20exercises%20over%20an%20employee.>

[^idaho-44-2702-legitimate-interests]: **Idaho Code § 44-2702** — "(2) ‘Legitimate business interests’ shall include, but not be limited to, an employer’s goodwill, technologies, intellectual property, business plans, business processes and methods of operation, customers, customer lists, customer contacts and referral sources, vendors and vendor contacts, financial and marketing information, and trade secrets as that term is defined by chapter 8, title 48, Idaho Code." *Idaho Code § 44-2702.* <https://legislature.idaho.gov/statutesrules/idstat/Title44/T44CH27/SECT44-2702/>

[^idaho-44-2701-tailoring]: **Idaho Code § 44-2701** — "A key employee or key independent contractor may enter into a written agreement or covenant that protects the employer’s legitimate business interests and prohibits the key employee or key independent contractor from engaging in employment or a line of business that is in direct competition with the employer’s business after termination of employment, and the same shall be enforceable, if the agreement or covenant is reasonable as to its duration, geographical area, type of employment or line of business, and does not impose a greater restraint than is reasonably necessary to protect the employer’s legitimate business interests." *Idaho Code § 44-2701.* <https://legislature.idaho.gov/statutesrules/idstat/Title44/T44CH27/SECT44-2701/>

[^idaho-44-2704-duration-presumption]: **Idaho Code § 44-2704** — "(2) It shall be a rebuttable presumption that an agreement or covenant with a postemployment term of eighteen (18) months or less is reasonable as to duration." *Idaho Code § 44-2704(2).* <https://legislature.idaho.gov/statutesrules/idstat/Title44/T44CH27/SECT44-2704/>

[^idaho-44-2704-duration-consideration]: **Idaho Code § 44-2704** — "(1) Under no circumstances shall a provision of such agreement or covenant, as set forth herein, establish a postemployment restriction of direct competition that exceeds a period of eighteen (18) months from the time of the key employee’s or key independent contractor’s termination unless consideration, in addition to employment or continued employment, is given to a key employee or key independent contractor." *Idaho Code § 44-2704(1).* <https://legislature.idaho.gov/statutesrules/idstat/Title44/T44CH27/SECT44-2704/>

[^hansen-consideration]: **Insurance Associates Corp. v. Hansen** — "The Court of Appeals further (1) ‘conclude[d] that the findings of fact made by the district court are supported by the evidence, are not clearly erroneous and should not be set aside,’ id. at 206-207 , 723 P.2d at 194-195 ; (2) ‘[held] the agreement was supported by consideration,’ id. at 207-208 , 723 P.2d at 195-196 ; and (3) declined to award attorney fees on appeal to either party." *Ins. Assocs. Corp. v. Hansen, 116 Idaho 948, 782 P.2d 1230 (1989).* <https://www.courtlistener.com/opinion/1147183/insurance-associates-corp-v-hansen/#:~:text=The%20Court%20of%20Appeals%20further,on%20appeal%20to%20either%20party.>

[^idaho-44-2704-geographic-presumption]: **Idaho Code § 44-2704** — "(3) It shall be a rebuttable presumption that an agreement or covenant is reasonable as to geographic area if it is restricted to the geographic areas in which the key employee or key independent contractor provided services or had a significant presence or influence." *Idaho Code § 44-2704(3).* <https://legislature.idaho.gov/statutesrules/idstat/Title44/T44CH27/SECT44-2704/>

[^idaho-44-2704-line-of-business-presumption]: **Idaho Code § 44-2704** — "(4) It shall be a rebuttable presumption that an agreement or covenant is reasonable as to type of employment or line of business if it is limited to the type of employment or line of business conducted by the key employee or key independent contractor, as defined in section 44-2702, Idaho Code, while working for the employer." *Idaho Code § 44-2704(4).* <https://legislature.idaho.gov/statutesrules/idstat/Title44/T44CH27/SECT44-2704/>

[^blaskiewicz-modify-work-scope]: **Blaskiewicz v. Spine Institute of Idaho, P.A.** — "For example, it is possible that, under the proper factual findings, the district court could have modified the agreement to preclude Blaskiewicz from practicing only the type of medicine he did for the Spine Institute, i.e., complex spinal deformity surgery, yet allow him to perform other surgeries he is otherwise qualified to perform." *Blaskiewicz v. Spine Inst. of Idaho, P.A., 171 Idaho 70, 518 P.3d 386 (2022).* <https://www.courtlistener.com/opinion/8436739/blaskiewicz-v-spine-institute-of-idaho/#:~:text=For%20example%2C%20it%20is%20possible,is%20otherwise%20qualified%20to%20perform.>

[^idaho-44-2703-mandatory-modification]: **Idaho Code § 44-2703** — "To the extent any such agreement or covenant is found to be unreasonable in any respect, a court shall limit or modify the agreement or covenant as it shall determine necessary to reflect the intent of the parties and render it reasonable in light of the circumstances in which it was made and specifically enforce the agreement or covenant as limited or modified." *Idaho Code § 44-2703.* <https://legislature.idaho.gov/statutesrules/idstat/Title44/T44CH27/SECT44-2703/>

[^intermountain-simple-blue-pencil]: **Intermountain Eye & Laser Centers, P.L.L.C. v. Miller** — "While the court may blue-pencil, if it can be done simply and accurately, the court will not do a substantial rewrite of the contract." *Intermountain Eye & Laser Ctrs., P.L.L.C. v. Miller, 142 Idaho 218, 127 P.3d 121 (2005).* <https://www.courtlistener.com/opinion/2510251/intermountain-eye-laser-centers-pllc-v-miller/#:~:text=While%20the%20court%20may%20blue%2Dpencil%2C,substantial%20rewrite%20of%20the%20contract.>

[^blaskiewicz-blue-pencil-statute]: **Blaskiewicz v. Spine Institute of Idaho, P.A.** — "However, even if the provision is too broad, the district court had within its power the ability to limit or modify the non-compete provision through blue-penciling." *Blaskiewicz v. Spine Inst. of Idaho, P.A., 171 Idaho 70, 518 P.3d 386 (2022).* <https://www.courtlistener.com/opinion/8436739/blaskiewicz-v-spine-institute-of-idaho/#:~:text=However%2C%20even%20if%20the%20provision,the%20non%2Dcompete%20provision%20through%20blue%2Dpenciling.>

[^horn-overt-act]: **Insure Idaho, LLC v. Horn** — "We hold that the plain meaning of solicitation requires some overt act initiated by one party, seeking something in return from a second party." *Insure Idaho, LLC v. Horn, No. 49936 (Idaho July 11, 2025).* <https://www.courtlistener.com/opinion/10634458/insure-idaho-v-horn/#:~:text=We%20hold%20that%20the%20plain,return%20from%20a%20second%20party.>

[^horn-affirmative-action]: **Insure Idaho, LLC v. Horn** — "Although ‘the difference between accepting and receiving business, on the one hand, and indirectly soliciting on the other, may be more metaphysical than real,’ Alexander & Alexander, Inc. v. Danahy, 488 N.E.2d 22, 30 (Mass. App. Ct. 1986), one thing is certain: the restricted party needs to take affirmative action that entreats, implores, pleads, or petitions for the business at issue." *Insure Idaho, LLC v. Horn, No. 49936 (Idaho July 11, 2025).* <https://www.courtlistener.com/opinion/10634458/insure-idaho-v-horn/#:~:text=Although%20%E2%80%9Cthe%20difference%20between%20accepting,for%20the%20business%20at%20issue.>

[^horn-no-mere-acceptance]: **Insure Idaho, LLC v. Horn** — "To be clear, the mere acceptance of business, without more, does not fall within the plain meaning of solicitation; nor can a court infer solicitation from the simple communication between parties alone." *Insure Idaho, LLC v. Horn, No. 49936 (Idaho July 11, 2025).* <https://www.courtlistener.com/opinion/10634458/insure-idaho-v-horn/#:~:text=To%20be%20clear%2C%20the%20mere,simple%20communication%20between%20parties%20alone.>

[^intermountain-patient-choice]: **Intermountain Eye & Laser Centers, P.L.L.C. v. Miller** — "The extent of Intermountain Eye’s interest in those patients Dr. Miller inherited when he joined the firm and those patients it provided him thereafter is limited by those patients’ interests in continuity of care and access to the health care provider of their choice." *Intermountain Eye & Laser Ctrs., P.L.L.C. v. Miller, 142 Idaho 218, 127 P.3d 121 (2005).* <https://www.courtlistener.com/opinion/2510251/intermountain-eye-laser-centers-pllc-v-miller/#:~:text=The%20extent%20of%20Intermountain%20Eye%E2%80%99s%20interest%20in%20those,care%20provider%20of%20their%20choice.>

[^dick-public-welfare]: **Dick v. Geist** — "It has been shown, in this case, by sufficient competent, though disputed, evidence that the welfare of the public in the Twin Falls area would have been seriously impaired by enjoining Geist and Miles from practicing their specialty." *Dick v. Geist, 107 Idaho 931, 693 P.2d 1133 (Ct. App. 1985).* <https://www.courtlistener.com/opinion/1173077/dick-v-geist/#:~:text=It%20has%20been%20shown%2C%20in,Miles%20from%20practicing%20their%20specialty.>

[^idaho-44-2704-tolling-tension]: **Idaho Code § 44-2704** — "(2) It shall be a rebuttable presumption that an agreement or covenant with a postemployment term of eighteen (18) months or less is reasonable as to duration." *Idaho Code § 44-2704.* <https://legislature.idaho.gov/statutesrules/idstat/Title44/T44CH27/SECT44-2704/>

[^idaho-44-2703-tolling-modification]: **Idaho Code § 44-2703** — "To the extent any such agreement or covenant is found to be unreasonable in any respect, a court shall limit or modify the agreement or covenant as it shall determine necessary to reflect the intent of the parties and render it reasonable in light of the circumstances in which it was made and specifically enforce the agreement or covenant as limited or modified." *Idaho Code § 44-2703.* <https://legislature.idaho.gov/statutesrules/idstat/Title44/T44CH27/SECT44-2703/>

[^idaho-29-110-public-policy]: **Idaho Code § 29-110** — "(1) Every stipulation or condition in a contract, by which any party thereto is restricted from enforcing his rights under the contract in Idaho tribunals, or which limits the time within which he may thus enforce his rights, is void as it is against the public policy of Idaho." *Idaho Code § 29-110.* <https://legislature.idaho.gov/statutesrules/idstat/Title29/T29CH1/SECT29-110/>

[^off-spec-strong-policy]: **Off-Spec Solutions, LLC v. Transportation Investors, LLC** — "Therefore, we hold that Idaho Code section 29-110(1) constitutes a strong public policy that is sufficient to invalidate the forum selection clauses in the purchase agreement and the LLC agreement." *Off-Spec Sols., LLC v. Transp. Invs., LLC, No. 47940 (Idaho May 19, 2021).* <https://www.courtlistener.com/opinion/10732800/off-spec-solutions-llc-v-transportation-investors-llc/#:~:text=Therefore%2C%20we%20hold%20that%20Idaho,agreement%20and%20the%20LLC%20agreement.>

[^bybee-sale-goodwill]: **Bybee v. Isaac** — "When the covenant not to compete is ancillary to the sale of a business, any decision on the reasonableness of the covenants must recognize ‘that the vendee is usually purchasing the good will of the business and thus is entitled to reasonable protection from competition by the seller.’" *Bybee v. Isaac, 145 Idaho 251, 178 P.3d 616 (2008).* <https://www.courtlistener.com/opinion/2507705/bybee-v-isaac/#:~:text=When%20the%20covenant%20not%20to,from%20competition%20by%20the%20seller.%E2%80%9D>

[^bybee-not-overbroad]: **Bybee v. Isaac** — "However, when viewing the non-compete covenant in this case in the context of the sale of a business, it is not so over-broad and vague as to be unenforceable as a matter of law." *Bybee v. Isaac, 145 Idaho 251, 178 P.3d 616 (2008).* <https://www.courtlistener.com/opinion/2507705/bybee-v-isaac/#:~:text=However%2C%20when%20viewing%20the%20non%2Dcompete,as%20a%20matter%20of%20law.>

[^idaho-44-2704-trade-secret-preserved]: **Idaho Code § 44-2704** — "Nothing in this chapter shall be construed to limit a party’s ability to otherwise protect trade secrets or other information deemed proprietary or confidential." *Idaho Code § 44-2704.* <https://legislature.idaho.gov/statutesrules/idstat/Title44/T44CH27/SECT44-2704/>

[^idaho-48-802-injunction]: **Idaho Code § 48-802** — "(1) Actual or threatened misappropriation may be enjoined." *Idaho Code § 48-802.* <https://legislature.idaho.gov/statutesrules/idstat/Title48/T48CH8/SECT48-802/>

[^idaho-48-801-trade-secret-definition]: **Idaho Code § 48-801** — "(5) ‘Trade secret’ means information, including a formula, pattern, compilation, program, computer program, device, method, technique, or process, that: (a) Derives independent economic value, actual or potential, from not being generally known to, and not being readily ascertainable by proper means by, other persons who can obtain economic value from its disclosure or use; and (b) Is the subject of efforts that are reasonable under the circumstances to maintain its secrecy." *Idaho Code § 48-801.* <https://legislature.idaho.gov/statutesrules/idstat/Title48/T48CH8/SECT48-801/>
