# Employee Restrictive Covenant Agreement

## Cover Terms

The terms below are incorporated into and form part of this agreement.

Employer
: {employer_name}

Employee
: {employee_name}

Employee Title / Position
: {employee_title}

Effective Date
: {effective_date}

Governing Law
: {governing_law}

Venue
: {governing_venue}

Confidentiality

Trade Secrets Duration
: {confidentiality_trade_secret_duration}

Other Confidential Information Duration
: {confidentiality_other_duration}

Employee Non-Solicitation

Duration
: {employee_nonsolicit_duration}

Covered Employee Look-Back
: {covered_employee_period}

Non-Disparagement

Duration
: {nondisparagement_duration}

## Standard Terms

### Defined Terms

[[Confidential Information]] means non-public information relating to Employer's business, including trade secrets, customer lists, pricing, business processes, technical data, and strategic plans, but excluding information that becomes public through no fault of Employee and excluding Employee's general skills, experience, and public knowledge.

[[Covered Employees]] means only those employees of Employer with whom Employee worked, or whom Employee supervised or managed, during the 12 months before termination of employment.

[[Protected Interests]] means Employer's trade secrets, Confidential Information, company property, legally protected business information, and Employer's relationships with its workforce.

[[Restricted Period]] means the duration specified in Cover Terms for each covenant, beginning on the date Employee's employment with Employer ends for any reason.

[[Solicit]] means for Employee to directly or indirectly initiate contact with, approach, induce, or encourage a person for the purpose of diverting employment away from Employer. Solicit does not include passively receiving an inquiry that Employee did not initiate, providing a professional reference on request, or responding to a general advertisement or an unsolicited approach.

[[Trade Secrets]] means information that derives economic value from not being generally known or readily ascertainable and that Employer takes reasonable measures to protect.

### Timing and Employee Acknowledgements

Employee acknowledges that the confidentiality, company-property, non-disparagement, and non-solicitation obligations in this agreement protect Employer's Protected Interests. The employee non-solicitation covenant does not bar Employee from working for a competitor. This agreement is effective as of the Effective Date listed in Cover Terms. Employee acknowledges having had the opportunity to consult with independent legal counsel before signing this agreement.

### Confidential Information and Trade Secret Protection

Employee must treat all Confidential Information as strictly confidential. Employee must not use or disclose Confidential Information except as required to perform authorized job duties or with Employer's prior written consent. Employee's obligations regarding trade secrets continue in perpetuity, for as long as the information remains a trade secret under applicable law. Employee's obligations regarding other Confidential Information continue for the period specified in Cover Terms. These obligations do not bar Employee from working for a competitor or serving customers without using or disclosing Confidential Information.

### Permitted Disclosures and Protected Conduct

Nothing in this agreement prohibits Employee from: (a) reporting possible violations of law to any government agency, including the Securities and Exchange Commission, the Equal Employment Opportunity Commission, the Occupational Safety and Health Administration, or any other federal, state, or local agency; (b) making disclosures protected under whistleblower provisions of any law; (c) discussing wages, hours, or other terms and conditions of employment as protected by Section 7 of the National Labor Relations Act, 29 U.S.C. § 157; (d) testifying truthfully in legal proceedings; or (e) filing a sealed complaint in court using Confidential Information without liability. Pursuant to the Defend Trade Secrets Act (18 U.S.C. § 1833(b)), Employee may not be held criminally or civilly liable for disclosing a trade secret in confidence to a government official or attorney solely for the purpose of reporting or investigating a suspected violation of law, or in a sealed court filing.

### Return, Deletion, and Certification of Company Property

Upon termination of employment, Employee must promptly return to Employer all documents, devices, files, credentials, and other materials containing or relating to Confidential Information. Where permitted, Employee must permanently delete electronic copies of Confidential Information from personal devices and accounts. Employee must certify compliance with this section in writing upon Employer's request.

### Non-Solicitation of Employees

During the Restricted Period specified in Cover Terms for Employee Non-Solicitation, Employee must not Solicit, recruit, or induce any Covered Employee to leave Employer's employment. This covenant does not prohibit Employee from providing a professional reference on request, hiring a person who responds to a general advertisement not directed specifically at Employer's employees, or working for another employer.

### Non-Disparagement

During the Restricted Period specified in Cover Terms for Non-Disparagement, Employee must not make statements that are intended to or reasonably likely to disparage Employer, its officers, directors, employees, products, or services. This section does not restrict Employee from making truthful statements in legal proceedings, providing truthful testimony, making disclosures to government agencies, discussing wages, hours, or other terms and conditions of employment as protected by Section 7 of the National Labor Relations Act, 29 U.S.C. § 157, or otherwise exercising rights protected by law.

### No Conflicting Obligations

Employee represents that performing duties for Employer and complying with this agreement does not conflict with any prior agreement, court order, or legal obligation binding on Employee. Employee must promptly disclose to Employer any potential conflict that arises during employment.

### Notice to Future Employers and Other Third Parties

Employer may disclose the existence and terms of Employee's confidentiality, trade-secret, return-of-property, non-disparagement, and employee non-solicitation obligations under this agreement to any prospective employer or business associate of Employee if Employer has a reasonable belief that Employee may breach those lawful obligations. Employee consents to this disclosure.

### Remedies

Employee acknowledges that a breach of this agreement may cause Employer irreparable harm for which money damages would be inadequate. Employer may seek injunctive or other equitable relief to prevent actual or threatened misappropriation of trade secrets and to enforce Employee's confidentiality, non-disparagement, and return-of-property obligations. Employer may not obtain relief under this agreement that prohibits Employee from working for a competitor. If a party prevails in an action to enforce an obligation under this agreement, the non-prevailing party must reimburse the prevailing party's reasonable attorney's fees and costs to the extent permitted by applicable law. No fee, damages, or forfeiture applies to lawful post-employment competition.

### Enforceability and Severability

If any provision of this agreement is found to be unenforceable, it is severed and the remaining provisions remain in effect.

### Survival and Expiration of Each Covenant

Each covenant in this agreement survives the termination of Employee's employment for the Restricted Period specified in Cover Terms. Obligations under the Confidential Information and Trade Secret Protection section survive for the Trade Secrets Duration specified in Cover Terms to the extent they relate to trade secrets, and for the Other Confidential Information Duration specified in Cover Terms for other Confidential Information. All other provisions survive to the extent necessary to enforce rights that arose during employment.

### Assignment and Successors

Employee may not assign this agreement or any rights or obligations under it. Employer may assign this agreement to any affiliate, successor, or acquirer of all or substantially all of Employer's business or assets. This agreement is binding on and inures to the benefit of the parties and their respective heirs, successors, and permitted assigns. Assignment does not expand any obligation under this agreement.

### Governing Law, Venue, and Dispute Process

North Dakota law governs this agreement, and disputes will be resolved in the state and federal courts located in North Dakota.

### Entire Agreement, Amendment, Waiver, and Electronic Signatures

This agreement constitutes the entire agreement between the parties regarding its subject matter and supersedes all prior agreements, understandings, and negotiations on this subject. This agreement may be amended only in writing signed by both parties. A party's failure to enforce any provision does not waive that party's right to enforce it later. This agreement may be executed in counterparts, including by electronic signature, each of which is an original.

## Signatures

By signing this agreement, each party acknowledges and agrees to the restrictive covenant obligations above. Employee confirms having read and understood each provision, including the Cover Terms.

Employer: {employer_name}

Signature: _______________
Signatory Name: {employer_signatory_name}
Title: {employer_signatory_title}
Date: _______________

**Employee**

Signature: _______________
Print Name: {employee_name}
Date: _______________