# 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} Timing and Consideration Signed After Employment Began : {signed_after_employment_began} Separate Consideration : {separate_consideration} Confidentiality Trade Secrets Duration : {confidentiality_trade_secret_duration} Other Confidential Information Duration : {confidentiality_other_duration} Employee Non-Solicitation Duration : {employee_nonsolicit_duration} Customer Non-Solicitation Duration : {customer_nonsolicit_duration} Non-Competition Duration : {noncompete_duration} Duration (Step-Down Alternative) : {noncompete_duration_stepdown} Restricted Territory : {territory} Restricted Territory (Step-Down Alternative) : {territory_stepdown} Competitive Business : {competitive_business_definition} Specified Competitors : {specified_competitors} No Business with Covered Customers Duration : {nondealing_duration} Non-Investment Duration : {noninvestment_duration} Non-Disparagement Duration : {nondisparagement_duration} ## Standard Terms ### Defined Terms [[Competitive Business]] means the business activities described in Cover Terms under Competitive Business. [[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 the general knowledge, skill, and experience Employee acquired during employment. [[Covered Customers]] means customers, vendors, referral sources, and business partners with whom Employee had material contact or for whom Employee had responsibility during the 12 months before termination of employment. [[Covered Employees]] means employees with whom Employee worked or whom Employee managed during the 12 months before termination of employment. [[Passive Public Holdings]] means ownership of securities of a publicly traded company representing less than {passive_public_holdings_threshold} of any class of such company's securities, and interests in diversified mutual funds, index funds, and exchange-traded funds that may hold securities of a Competitive Business. [[Protected Interests]] means Employer's Confidential Information, Employer's Trade Secrets, and Employer's goodwill in its customer, vendor, referral-source, and business-partner relationships. [[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, and ending on its stated end date without extension. [[Restricted Territory]] means the geographic area described in Cover Terms under Restricted Territory, and, as an alternative narrower restriction the parties agree is separately enforceable on its own terms, the area described in Cover Terms under Restricted Territory (Step-Down Alternative). [[Solicit]] means to directly or indirectly contact, approach, induce, or encourage any person or entity for the purpose of diverting business away from Employer, but does not include responding to general advertisements or unsolicited inquiries not initiated by Employee. [[Trade Secrets]] means information protected as a trade secret under the South Carolina Trade Secrets Act. ### Recitals and Protectable Interests Employer and Employee acknowledge that each restrictive covenant in this agreement is ancillary to a valid employment relationship. Employee will receive access to Employer's Confidential Information and Trade Secrets and will develop customer relationships and goodwill on Employer's behalf. Employer would not provide Employee with access to the Protected Interests absent the protections in this agreement. Employee acknowledges that each covenant is necessary to protect Employer's Protected Interests and is supported by valuable consideration. ### Timing, Consideration, and Employee Acknowledgements This agreement is effective as of the Effective Date listed in Cover Terms and is supported by valuable consideration. If this agreement is signed at the outset of employment, the offer and commencement of employment is the consideration for the covenants in it. If, as indicated in Cover Terms under Signed After Employment Began, this agreement is entered into after Employee's employment has already begun, the separate consideration described in Cover Terms under Separate Consideration — such as a raise, bonus, promotion, or change in status — is provided in addition to continued employment specifically in exchange for these covenants. 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 for the period specified in Cover Terms under Trade Secrets Duration, and in any event for as long as the information remains a trade secret. Employee's obligations regarding other Confidential Information continue only for the finite period specified in Cover Terms under Other Confidential Information Duration. This section does not restrict Employee's use of the general knowledge, skill, and experience Employee acquired during employment. ### 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 applicable law, including Section 7 of the National Labor Relations Act (29 U.S.C. § 157); (d) testifying truthfully in legal proceedings or making any disclosure required by law, court order, or a government investigation; 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, Employee must not Solicit or induce any Covered Employee to breach or terminate an employment relationship with Employer. This restriction does not prohibit Employee from providing a professional reference upon request, from hiring a person who responds to a general advertisement not directed specifically at Employer's employees, or from seeking or accepting the services of a person where Employee has not interfered with that person's employment relationship with Employer. ### Non-Solicitation of Customers, Vendors, Referral Sources, and Business Partners During the Restricted Period, Employee must not Solicit the business of any Covered Customer. This covenant does not restrict Employee with respect to customers, vendors, referral sources, or business partners Employee never serviced or contacted. ### No Business with Covered Customers During the Restricted Period, Employee must not accept, service, or do business with any Covered Customer, regardless of whether Employee or the Covered Customer first initiated contact. ### Non-Competition During the Restricted Period, Employee must not engage in, be employed by, consult for, or have an active ownership interest in any Competitive Business within the Restricted Territory. This covenant is included to protect Employer's Protected Interests — its Confidential Information, Trade Secrets, and customer goodwill — and not to restrain ordinary competition, and its duration and territory are sized to Employee's actual role and Employer's actual market. If Employer has identified specific competitors in Cover Terms under Specified Competitors, this covenant is limited to those named competitors. Passive Public Holdings are permitted. The duration and territory for this covenant are the primary Duration and Restricted Territory stated in Cover Terms. ### Non-Investment During the Restricted Period, Employee must not acquire or hold any active ownership interest in, serve as a director, officer, manager, or advisor to, or have material economic participation in any Competitive Business. Passive Public Holdings are permitted. ### 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, or exercising rights protected by law, including rights protected under Section 7 of the National Labor Relations Act. ### 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, including any restrictive covenant with a former employer. 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 this agreement to any prospective employer or business associate of Employee if Employer has a reasonable belief that Employee may breach this agreement. Employee consents to this disclosure. ### No Extension of the Restricted Period Each Restricted Period is a fixed, definite term that runs from the date Employee's employment ends and expires on its stated end date. No Restricted Period is extended or tolled by any period of breach, dispute, or litigation. ### 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 in addition to any other remedies available at law, including statutory remedies for trade-secret misappropriation. ### Enforceability and Severability If any provision of this agreement is found to be unenforceable, the remaining provisions remain in full force and effect. ### Sale-of-Business Covenants The covenants in this agreement are given in connection with Employee's employment. Any covenant given in connection with a sale of a business is outside the scope of this agreement and is to be set out in the transaction documents for that sale. ### Survival and Expiration of Each Covenant Each restrictive covenant in this agreement survives the termination of Employee's employment for the Restricted Period specified in Cover Terms and expires on its own stated end date. Each covenant is self-contained and is read and enforced on its own terms. Obligations under the Confidential Information and Trade Secret Protection section survive to the extent they relate to Trade Secrets, for as long as the information remains a trade secret. 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. ### Governing Law, Venue, and Dispute Process This agreement is governed by the law listed in Cover Terms. Disputes will be resolved in the courts of the Governing Law state, subject to non-waivable rights under applicable law. ### 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: _______________