Employee Restrictive Covenant Agreement

“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, information that arises from Employee's general training, knowledge, skill, or experience whether gained on the job or otherwise, information that is readily ascertainable to the public, and information Employee otherwise has a right to disclose as legally protected conduct.

“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 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 legitimate interest in protecting its Trade Secrets.

“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 initiate contact with, 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 that qualifies as a trade secret under applicable law, including information that derives independent economic value from not being generally known to, and not being readily ascertainable through proper means by, another person who can obtain economic value from its disclosure or use.

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 Trade Secrets in the course of employment, and any non-compete and customer non-solicitation covenant in this agreement protects those Trade Secrets. Employer would not provide Employee with access to its Trade Secrets absent the protections in this agreement.

This agreement is effective as of the Effective Date listed in Cover Terms. Employer and Employee acknowledge that continued at-will employment is adequate consideration for the restrictive covenants in this agreement.

For any non-compete or customer non-solicitation covenant in this agreement, Employer has provided Employee the advance notice required by C.R.S. § 8-2-113(4) in a separate signed document dated as shown in Cover Terms under Advance Notice Date. That notice is a standalone writing, separate from this agreement and any other covenant, in clear and conspicuous terms in the language in which Employer and Employee communicate about Employee's performance, identifying this agreement by name and directing Employee to the covenant's terms, and signed by Employee. Employer delivered the notice before Employee accepted the offer of employment or, for a current worker, at least fourteen days before the earlier of (a) the effective date of the covenant or (b) the effective date of any additional compensation or change in the terms or conditions of employment that provides consideration for the covenant. Employee may consult an attorney before entering into this agreement, and the advance-notice period affords time to do so.

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, which is intended to last as long as the information remains a trade secret. Employee's obligations regarding other Confidential Information continue for the period specified in Cover Terms under Other Confidential Information Duration. This section does not prohibit Employee from disclosing information that arises from Employee's general training, knowledge, skill, or experience, whether gained on the job or otherwise, information that is readily ascertainable to the public, or information that Employee otherwise has a right to disclose as legally 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; (e) disclosing information that arises from Employee's general training, knowledge, skill, or experience, information readily ascertainable to the public, or information Employee otherwise has a right to disclose as legally protected conduct, as preserved by C.R.S. § 8-2-113(3)(b); or (f) 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.

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.

During the Restricted Period, Employee must not Solicit, recruit, hire, or attempt to hire any Covered Employee. This restriction is limited to initiating contact with or actively soliciting Covered Employees; it 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.

During the Restricted Period, Employee must not Solicit the business of any Covered Customer. This covenant does not apply unless Employee's annualized cash compensation equals or exceeds $78,008.40 both when this agreement is entered into and when enforcement is sought. This covenant protects Employer's Trade Secrets.

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. This covenant does not apply unless Employee's annualized cash compensation equals or exceeds $78,008.40 both when this agreement is entered into and when enforcement is sought. This covenant protects Employer's Trade Secrets.

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. Notwithstanding any other provision of this agreement, this covenant applies only if Employee earns annualized cash compensation equivalent to or greater than the Highly Compensated Worker Threshold listed in Cover Terms both at the time this agreement is entered into and at the time the covenant is enforced, and only as a restraint for the protection of Employer's Trade Secrets that is no broader than appropriate to protect that interest. Passive Public Holdings are permitted.

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 does not apply unless Employee's annualized cash compensation equals or exceeds $130,014 both when this agreement is entered into and when enforcement is sought. This covenant protects Employer's Trade Secrets.

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 working conditions as protected by law, or otherwise exercising rights protected by law.

Notwithstanding any other provision of this agreement, no covenant not to compete and no covenant not to solicit customers in this agreement applies to, or is enforceable against, Employee if Employee is a health-care provider — meaning an individual licensed to engage in the practice of medicine, registered to engage in the practice of advanced practice registered nursing, licensed to practice as a certified midwife, or licensed to engage in the practice of dentistry — regardless of Employee's compensation (C.R.S. § 8-2-113(2)(b)). In addition, nothing in this agreement restricts a departing health-care provider, or Employer, from disclosing to a patient the provider's continuing practice of medicine, the provider's new professional contact information, or the patient's right to choose a health-care provider (C.R.S. § 8-2-113(5.5)); any provision purporting to restrict those communications is void.

If any non-compete in this agreement is entered into in connection with the purchase and sale of a business or its assets under C.R.S. § 8-2-113(3)(c), and Employee is a minority owner who received the ownership interest as equity compensation or otherwise in connection with services rendered, the duration in years of that covenant must not exceed a number calculated by dividing the total consideration Employee received from the sale by Employee's average annualized cash compensation received from the business, including income received on account of the ownership interest, during the preceding two years or during the period Employee was affiliated with the business, whichever period is shorter. Any stated duration that exceeds this cap is limited to the cap.

Any provision under which Employer recovers the expense of educating and training Employee is limited to the recovery of the reasonable costs of training that is distinct from normal, on-the-job training, must satisfy any attorney-general rules on the transferability of the training or credentialing available to Employee, and the recoverable amount decreases over the course of the two years following the training, as required under C.R.S. § 8-2-113(3)(a). No such provision recovers ordinary onboarding or routine skills training or a flat amount untethered from documented training cost.

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.

Employer may disclose the existence and terms of this agreement to a prospective employer or business associate of Employee only where a covenant in this agreement is enforceable against Employee under C.R.S. § 8-2-113 and Employer has a reasonable belief that Employee may breach that covenant. Employee consents to a disclosure permitted by this section.

The Restricted Period for each covenant runs from the date Employee's employment ends and is not extended by any period of breach. Any non-compete or customer non-solicitation covenant must satisfy the applicable earnings threshold under C.R.S. § 8-2-113 at the time it is enforced.

Employee acknowledges that a breach of this agreement may cause Employer irreparable harm for which money damages would be inadequate, and Employer may seek injunctive or other equitable relief in addition to any other remedies available at law. Any fee-shifting between the parties is mutual and prevailing-party based.

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 and is drawn in separable tiers so that an unenforceable covenant does not affect the others.

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 as long as the relevant information remains a trade secret. All other provisions survive to the extent necessary to enforce rights that arose during employment.

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; any assignee remains subject to C.R.S. § 8-2-113 as of the enforcement date, including the earnings threshold and trade-secret requirements. This agreement is binding on and inures to the benefit of the parties and their respective heirs, successors, and permitted assigns.

This agreement is governed by the law listed in Cover Terms. For a worker who, at the time of termination of employment, primarily resided and worked in Colorado, Colorado law governs the enforceability of the restrictive covenants notwithstanding any provision to the contrary, and the enforceability of those covenants may not be adjudicated outside Colorado. Accordingly, for such a worker, this agreement is governed by Colorado law and disputes over the enforceability of the covenants will be resolved in a Colorado forum. All other disputes will be resolved in the courts of the Governing Law state, subject to non-waivable rights under applicable law.

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; the parties acknowledge that an amendment providing new compensation or changed terms as consideration for a covenant restarts the fourteen-day advance-notice requirement of C.R.S. § 8-2-113(4) for a current worker. 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.