> **This is a fill-in template, not legal advice.** Replace every `[bracketed field]` > with your own value. `[[Defined Terms]]` (double brackets) are glossary markers, not blanks. > Token-only (programmatic-fill) version: ./template.md # Employee Restrictive Covenant Agreement ## Cover Terms The terms below are incorporated into and form part of this agreement. Employer : [Legal name of the entity that employs the employee] Employee : [Full legal name of the employee] Employee Title / Position : [Employee job title or position (optional).] Effective Date : [Effective date of this agreement — the date the last party signs. It anchors the duration presumptions stated in Cover Terms.] Governing Law : Nebraska Confidentiality Trade Secrets Duration : Perpetual Other Confidential Information Duration : 24 months Employee Non-Solicitation Duration : 24 months Covered Employee Period : 12 months Customer Non-Solicitation Duration : 12 months Covered Customer Period : 12 months No Business with Covered Customers Duration : 12 months Non-Investment Duration : 12 months Passive Public Holdings Threshold : five percent Non-Disparagement Duration : 24 months ## 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 excluding the general knowledge, skill, and experience Employee acquired during employment. [[Covered Customers]] means clients and accounts of Employer with whom Employee actually did business and had personal contact during the 12 months before termination of employment. This definition does not reach clients or accounts the Employee did not personally serve, and it does not reach prospective customers. [[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 five percent 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, Trade Secrets, and goodwill in the customer relationships Employee personally served. [[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 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]] has the meaning given in the Nebraska Trade Secrets Act, Neb. Rev. Stat. § 87-502(4). ### Recitals and Protectable Interests Employer and Employee acknowledge that each restrictive covenant in this agreement is intended to protect one or more of Employer's Protected Interests and to impose no restraint greater than is reasonably necessary for that protection. The parties acknowledge that each covenant is meant to guard Employer's Confidential Information, trade secrets, and goodwill in the customer relationships Employee personally served — not to eliminate ordinary competition — and that Employer would not provide Employee with access to these Protected Interests absent the protections in this agreement. Each covenant is intended to be reasonable and no greater than necessary as written, and to stand on its own. ### Timing, Consideration, and Employee Acknowledgements Employee acknowledges that this agreement is supported by adequate consideration and that Employee has 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 in perpetuity, for as long as the information remains a trade secret. Employee's obligations regarding other Confidential Information continue for the period specified in Cover Terms. This confidentiality obligation is intended to operate alongside, and independent of, any restrictive covenant, and 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 (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, 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. This covenant reaches only Covered Employees during the Restricted Period, no broader than necessary to protect Employer's workforce stability and goodwill. ### Non-Solicitation of Personally Served Customers During the Restricted Period specified in Cover Terms for Customer Non-Solicitation, Employee must not Solicit the business of any Covered Customer. This covenant applies only to clients and accounts Employee actually did business with and personally contacted, and does not apply to prospective customers or clients Employee never personally served. ### No Business with Covered Customers During the Restricted Period specified in Cover Terms for No Business with Covered Customers, Employee must not accept, service, or do business with any Covered Customer, regardless of whether Employee or the Covered Customer first initiated contact. This restriction applies only to clients and accounts with which Employee actually did business and had personal contact. ### Non-Investment During the Restricted Period specified in Cover Terms for Non-Investment, 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 insofar as that role would enable Employee to solicit, service, or do business with a Covered Customer. 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. ### Physician and Health Care Practitioner Covenants If Employee is a physician or other health care practitioner, any covenant in this agreement restraining Employee applies only to patients Employee personally served and does not prohibit patients from choosing a provider or obtaining continuity of care. ### 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, including any covenant from a prior employer. ### 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. Any such notice must be limited to the covenants as written and to Covered Customers Employee personally served. ### 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, up to a maximum extension equal to the original Restricted Period. ### 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. Each party bears its own attorney's fees and costs unless applicable law or a court order provides otherwise. ### Enforceability and Severability Each restrictive covenant in this agreement is a separate, self-contained unit with its own scope, duration, and survival. Each covenant is scoped to the customers Employee personally served, is independently enforceable as written, and can fall alone without affecting the remaining covenants. ### 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 for that covenant, on its own definite schedule and is read on its own. 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. Any successor's right to enforce a covenant is no greater than Employer's. ### 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. Any amendment widening a covenant must state the changed covenant, its effective date, and the supporting consideration. 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: [Legal name of the entity that employs the employee] Signature: _______________ Signatory Name: [Full name of the authorized signatory signing for the employer] Title: [Title of the authorized signatory signing for the employer] Date: _______________ **Employee** Signature: _______________ Print Name: [Full legal name of the employee] Date: _______________