Yes, the company can enforce the contract. The judge decided the promise not to steal customers was fair because it was part of an agreement to protect Saturn's secret business information. The rule was reasonable: it only lasted for one year and only applied within the state. It didn't stop Militare from getting a job, it just stopped him from using Saturn's secrets to poach its clients. The court also said that Militare broke the law just by logging into the secret website after he was fired. You don't have to prove he *used* the information; just getting it without permission is illegal.

Yes, it's okay for Saturn to make Militare promise not to take its customers for a year because this helps protect Saturn's secrets. The promise was fair because it only lasted a year and only applied in Colorado. It wasn't trying to stop Militare from working completely, just from using Saturn's secret information to take its customers. Militare broke this promise when he visited Saturn's customer to try to get their business. He used Saturn's secret information about the customer to know they might want to switch companies. Saturn can get money from Militare for breaking this promise, including the money they spent to figure out he looked at secret information after he left.

Yes, the non-solicitation clause is valid and enforceable because it falls within the trade secrets exception. The court reasoned that the clause was not a standalone, naked covenant not to compete, but was instead an integral part of a confidentiality provision explicitly designed to protect Saturn's proprietary information, which the court found qualified as trade secrets under the Colorado Uniform Trade Secrets Act (UTSA). The clause was necessary to prevent former agents from using confidential knowledge, such as client account status and renewal dates, to unfairly solicit business. Because the clause was reasonably limited to one year and, as stipulated, to the state of Colorado, it was a permissible restriction tailored to protect trade secrets. Additionally, the court affirmed the misappropriation finding, holding that under the UTSA, the unauthorized acquisition of a trade secret (Militare's accessing the website post-termination) is sufficient to constitute misappropriation, regardless of whether the information was actually used or disclosed.

Yes, the nonsolicitation clause is enforceable under Colorado law because it was necessary to protect Saturn's trade secrets and was reasonably limited to one year and the state of Colorado. The clause fits within the trade secrets exception to Colorado's statute voiding noncompete agreements. Saturn's confidential client and debtor information qualified as trade secrets, and the nonsolicitation clause was narrowly tailored to prevent former employees from using that information to solicit clients. The clause was part of a broader confidentiality provision designed to protect Saturn's proprietary information, not a naked covenant restricting all competition. Militare breached this enforceable clause by visiting and attempting to solicit business from Premier, a Saturn client, within one year of his termination. He relied on Saturn's confidential information about Premier's account to target them for solicitation. The $525 in damages awarded to Saturn for the cost of investigating Militare's unauthorized access was proper, as it was directly traceable to his breach. The award of attorney's fees to Saturn was also proper under the agreement.

Saturn Systems, Inc. v. Militare

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