# 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 current customers of Employer with whom Employee had material contact or for whom Employee had responsibility during the 12 months before termination of employment.

[[Covered Employees]] means employees of Employer 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 Protected Interests in its Confidential Information and trade secrets, its relationships with current customers, its workforce stability, and its goodwill, in each case to the extent a restraint serving that interest is reasonable and necessary.

[[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, or encourage a person or entity, upon termination of Employee's employment, for the purpose of causing a Covered Customer to cease or reduce its business with Employer or a Covered Employee to leave Employer, but does not include accepting or transacting business a Covered Customer initiates, responding to general advertisements or unsolicited inquiries not initiated by Employee, or providing a professional reference upon request.

[[Trade Secrets]] has the meaning given in the Uniform Trade Secrets Act as adopted in Washington, chapter 19.108 RCW.

### Recitals and Protected Interests

Employer and Employee acknowledge that each restrictive covenant in this agreement is ancillary to a valid employment relationship, is supported by consideration, and protects one or more of Employer's Protected Interests.

### Timing, Consideration, and Right to Consult Counsel

Employer has advised Employee to consult with an attorney before entering into this agreement. If this agreement is entered into at or before the commencement of Employee's employment, Employer has disclosed the terms of the restrictive covenants in writing to Employee no later than the time of Employee's initial oral or written acceptance of the offer of employment; and if any covenant would become enforceable only at a later date because Employee's earnings then exceed the applicable threshold, Employer specifically discloses that the agreement may be enforceable against Employee in the future. If this agreement is entered into after the commencement of Employee's employment, Employer provides {washington_consideration} as independent consideration given specifically in exchange for the restrictive covenants. 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 in perpetuity for so long as the information remains a trade secret. Employee's obligations regarding other Confidential Information continue for the period specified in Cover Terms.

### 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. § 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 any Covered Employee to leave Employer. This restriction is limited to solicitation as defined above and 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

During the Restricted Period, Employee must not Solicit any Covered Customer to cease or reduce the extent to which it is doing business with Employer. This covenant applies only to solicitation Employee initiates and does not prohibit accepting or transacting business a Covered Customer brings to Employee. It applies only to a Covered Customer with whom Employee established or substantially developed a direct relationship through Employee's work for Employer and expires no later than eighteen months after termination of employment.

### No Business with Covered Customers

During the Restricted Period, Employee must not accept, service, or do business with any Covered Customer, regardless of who initiates contact. This covenant applies only while all conditions stated in the Washington Conditions for Any Non-Compete section are satisfied.

### 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. This covenant applies only while all conditions stated in the Washington Conditions for Any Non-Compete section are satisfied.

### 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.

### Washington Conditions for Any Non-Compete

This section applies to the Non-Competition covenant, any No Business with Covered Customers covenant, and any Non-Investment covenant (each, for this section, a "Non-Compete Covenant").

**Earnings condition.** Each Non-Compete Covenant does not apply unless the completed eligibility determination indicates that Employee satisfies the applicable earnings condition. Where Employee is an independent contractor, the higher contractor earnings threshold applies in place of the employee threshold. A covenant between a performer and a performance space may not exceed three calendar days.

**Disclosure or independent consideration.** Each Non-Compete Covenant does not apply unless the disclosure-or-consideration timing conditions in the Timing, Consideration, and Right to Consult Counsel section are satisfied — written disclosure of the terms no later than the time of Employee's acceptance of the offer for an at-hire covenant (RCW 49.62.020(1)(a)(i)), or independent consideration for a covenant entered into after employment has commenced (RCW 49.62.020(1)(a)(ii)).

**Layoff garden-leave pay.** If Employee is terminated as the result of a layoff, each Non-Compete Covenant does not apply unless its enforcement includes compensation equivalent to Employee's base salary at the time of termination for the period of enforcement, minus compensation earned through subsequent employment during the period of enforcement, as required under RCW 49.62.020(1)(c). Employer's election to enforce a Non-Compete Covenant against a laid-off Employee constitutes Employer's agreement to pay that compensation.

**Eighteen-month duration.** The Restricted Period for each Non-Compete Covenant does not exceed eighteen months after termination of employment, as RCW 49.62.020(2) requires.

**Second-job protection.** Notwithstanding any other provision of this agreement, no covenant in this agreement restricts, restrains, or prohibits an Employee earning less than twice the applicable Washington state minimum hourly wage from having an additional job, supplementing income by working for another employer, working as an independent contractor, or being self-employed, as required under RCW 49.62.070. Any exclusivity or outside-activities obligation is limited accordingly.

**No out-of-state law or forum.** For a Washington-based Employee, no provision of this agreement requires adjudication of a noncompetition covenant outside Washington, deprives Employee of the protections or benefits of chapter 49.62 RCW, or applies choice-of-law principles or the substantive law of any jurisdiction other than Washington, each of which would be void and unenforceable under RCW 49.62.050.

**Non-Compete exclusion.** Nothing in this agreement restricts or delays any notice to affected workers that applicable law requires.

### 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 only factual information about lawful confidentiality, trade-secret, return-of-property, and other obligations that remain enforceable. Employee consents to that 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; provided that, for any Non-Compete Covenant, the extended Restricted Period does not in total exceed eighteen months after termination of employment.

### 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.

### 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, subject to the Washington Conditions for Any Non-Compete section. Any Non-Compete Covenant expires no later than June 30, 2027. 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. An assignee may enforce a Non-Compete Covenant only while the applicable earnings condition is satisfied. 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. For a Washington-based Employee, that law is the law of the State of Washington, including chapter 49.62 RCW; the dispute will be adjudicated in Washington; and Employee retains the full protections and benefits of chapter 49.62 RCW. Consistent with RCW 49.62.050, no provision of this agreement requires a Washington-based Employee to adjudicate a noncompetition covenant outside Washington, deprives Employee of those protections, or applies the substantive law of any jurisdiction other than Washington to the noncompetition covenant.

### 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; each new execution of a restrictive covenant must independently satisfy the disclosure-or-consideration timing conditions of RCW 49.62.020(1)(a). 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: _______________