
Quoting
Fearnow v. Ridenour, Swenson, Cleere & Evans, P.C., 213 Ariz. 24;
138 P.3d 723 (2006)
As a general rule, a contract restricting the right of an employee to compete with an employer after termination of employment "which is not unreasonable in its limitations should be upheld in the absence of a showing of bad faith or of contravening public policy." Lassen v. Benton, 86 Ariz. 323, 328, 346 P.2d 137, 140 (1959), modified on other grounds, 87 Ariz. 72, 347 P.2d 1012 (1959); see also 15 Corbin on Contracts § 80.15 (2003) (noting that in determining the enforceability of such a provision, "reasonableness is the North Star"). Such a restrictive covenant is unreasonable if "(a) the restraint is greater than is needed to protect the promisee's legitimate interest, or (b) the promisee's need is outweighed by the hardship to the promisor and the likely injury to the public." Restatement (Second) of Contracts § 188 (1981).
The determination of "[r]easonableness is a fact-intensive inquiry that depends on the totality of the circumstances." Valley Med. Specialists v. Farber, 194 Ariz. 363, 369 P20, 982 P.2d 1277, 1283 (1999). "Each case hinges on its own particular facts." Bryceland v. Northey, 160 Ariz. 213, 217, 772 P.2d 36, 40 (App. 1989). As the court of appeals has noted,
[w]hat is reasonable depends on the whole subject matter of the contract, the kind and character of the business, its location, the purpose to be accomplished by the restriction, and all the circumstances which show the intention of the parties. Gann v. Morris, 122 Ariz. 517, 518, 596 P.2d 43, 44 (App. 1979).