# 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} 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} 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. [[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 goodwill, Confidential Information, Trade Secrets, and customer 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. [[Restricted Territory]] means the geographic area described in Cover Terms under Restricted Territory. [[Solicit]] means to directly or indirectly contact, approach, induce, encourage, or provide Confidential Information to 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 qualifying as a trade secret under applicable law. ### Recitals, Consideration, and Ancillary Agreement In exchange for Employee's covenants in this agreement, Employer agrees to provide Employee with Confidential Information, specialized training, and access to Employer's goodwill and customer relationships. Employee acknowledges that the covenants protect Employer's Protected Interests. ### Timing and Employee Acknowledgements Employee acknowledges that the restrictions in this agreement are reasonable and necessary to protect Employer's Protected Interests. Employee acknowledges having had the opportunity to consult with independent legal counsel before signing this agreement. This agreement is effective as of the Effective Date listed in Cover Terms. ### 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 Trade Secrets Duration specified in Cover Terms, to the extent the information remains a trade secret. Employee's obligations regarding other Confidential Information continue for the Other Confidential Information Duration specified in Cover Terms. This confidentiality obligation 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; (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. ยง 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, recruit, hire, or attempt to hire any Covered Employee. This restriction does not prohibit Employee from providing a professional reference upon request or from hiring a person who responds to a general advertisement not directed specifically at Employer's employees. ### Non-Solicitation of Customers, Vendors, Referral Sources, and Business Partners During the Restricted Period, Employee must not Solicit the business of any Covered Customer. It reaches only Covered Customers with whom Employee had material contact and is no broader than necessary to protect Employer's goodwill. ### 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-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. ### Physician and Health Care Practitioner Covenants If Employee practices medicine and this agreement contains a covenant not to compete relating to that practice, Employer will provide Employee access to a list of patients whom Employee saw or treated within one year before termination and, on reasonable terms and with patient authorization, access to and copies of those patients' medical records. Employee may continue caring for a patient during an acute illness after employment ends. Employee may buy out the covenant at a reasonable price or, at Employee's election, at a price determined by a mutually agreed arbitrator, not exceeding Employee's total annual salary and wages at termination. The covenant expires no later than one year after termination and applies within no more than five miles of the location where Employee primarily practiced. ### 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 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. ### Tolling During Breach If Employee breaches any restrictive covenant in this agreement, the Restricted Period for that covenant is extended by one day for each day of the breach, so that the full duration of the restriction runs from the date the breach ends. ### 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 relief to prevent actual or threatened misappropriation of trade secrets. ### Enforceability and Severability If any provision of this agreement is found to be unenforceable, the remaining provisions remain in full force and effect. Each restrictive covenant in this agreement is intended to be independently enforceable. ### 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. 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. ### Governing Law, Venue, and Dispute Process This agreement is governed by the law listed in Cover Terms. Texas law governs this agreement for an Employee who lives and works in Texas. 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: _______________