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 knowledge, skill, or experience, and information Employee otherwise has a right to disclose as legally protected conduct.

“Covered Customers” means customers, vendors, referral sources, and business partners whom Employee actually serviced or solicited, 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 the legitimate business interests a Connecticut covenant may protect under the five-factor Scott v. General Iron & Welding reasonableness test, namely Employer's Confidential Information, Employer's Trade Secrets, Employer's customer lists, and Employer's goodwill in its customer, vendor, referral-source, and business-partner relationships, but not Employer's interest in avoiding ordinary competition.

“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 the Connecticut Uniform Trade Secrets Act, Conn. Gen. Stat. § 35-51(d) — information that derives independent economic value, actual or potential, from not being generally known to, and not being readily ascertainable by proper means by, other persons who can obtain economic value from its disclosure or use, and that is the subject of efforts that are reasonable under the circumstances to maintain its secrecy — and under the federal Defend Trade Secrets Act, 18 U.S.C. § 1839(3).

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 required for that protection. Connecticut has no general non-compete statute; enforceability is governed by the common-law five-factor test of Scott v. General Iron & Welding Co., 171 Conn. 132 (1976), under which a post-employment restraint is valid only if it is partial and restricted in its operation as to time or place, affords only fair protection to the employer's interest, does not interfere with the public interest, is not unduly harsh on the employee, and does not preclude the employee from pursuing their occupation and supporting themselves and their family. The parties acknowledge that each covenant is meant to guard Employer's Confidential Information, Trade Secrets, customer lists, and customer goodwill and 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 on all five factors, with the factors balanced as a whole so that a broader geographic scope needs a shorter period and a longer period needs a narrower scope.

This agreement is effective as of the Effective Date listed in Cover Terms. The parties acknowledge that this agreement is supported by adequate consideration. If Employee is an existing employee signing after employment has begun, the parties agree that Employee's signing this agreement is a condition of Employee's continued employment with Employer, that Employer is providing that continued employment in exchange for Employee's assent to the covenants, and that Employee is in fact receiving the continued employment this recital describes; consistent with Dur-A-Flex, Inc. v. Dy, 349 Conn. 513 (2024) and Schimenti Construction Co., LLC v. Schimenti, 217 Conn. App. 224 (2023), continued at-will employment can be sufficient consideration for a post-hire restrictive covenant when it is connected to the covenant, and the parties intend this recital to establish that connection. If this agreement is signed at the outset of employment, the offer and commencement of employment is the consideration. Employee acknowledges having had the opportunity to consult with independent legal counsel before signing this agreement. Employee acknowledges that adequate consideration establishes only that the covenants are supported, not that they are reasonable — each covenant must independently satisfy the Scott five-factor reasonableness test on time, place, fair protection, hardship, and the public interest.

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, consistent with how the Connecticut Uniform Trade Secrets Act, Conn. Gen. Stat. § 35-51(d), and the federal Defend Trade Secrets Act, 18 U.S.C. § 1839(3), key protection to continued secrecy. Employee's obligations regarding other Confidential Information continue for the period specified in Cover Terms under Other Confidential Information Duration, reflecting that Connecticut protects confidential information for a reasonable period of time rather than forever (Scott v. Gen. Iron & Welding Co., 171 Conn. 132 (1976)). 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.

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 required by law, court order, or a government investigation, with notice to Employer where lawful; 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. Employer provides this notice in satisfaction of 18 U.S.C. § 1833(b)(3).

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. The parties intend that these return, deletion, and certification mechanics serve as part of Employer's efforts reasonable under the circumstances to maintain the secrecy of its Trade Secrets and position Employer to enjoin actual or threatened misappropriation under Conn. Gen. Stat. § 35-52(a).

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. No Connecticut occupation statute addresses employee non-solicits, so this covenant is analyzed under the Scott five-factor reasonableness test; it reaches only Covered Employees during the Restricted Period, no broader than necessary to protect Employer's workforce stability and goodwill, and is drawn as a relationship-based class rather than a workforce-wide hiring fence.

During the Restricted Period, Employee must not Solicit the business of any Covered Customer. Connecticut courts analyze this customer non-solicitation covenant under the Scott five-factor reasonableness test and have enforced exactly this shape — a restraint limited to customers the worker serviced or solicited for the employer — since Roessler v. Burwell, 119 Conn. 289 (1934). It reaches only Covered Customers and is no broader than necessary to protect Employer's goodwill in its customer relationships. This covenant maps directly onto Employer's customer-goodwill interest and, together with the confidentiality and trade-secret protections in this agreement, is often a stronger and more readily enforceable protection than a broad non-compete.

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 restriction is broader than non-solicitation because it applies even if the Covered Customer approaches Employee, and because it presses on both the employee-livelihood and public-interest factors of the Scott test at the same time — the customer loses their chosen provider too — it is sized tightly to the goodwill it protects and reaches only Covered Customers with whom Employee had material contact.

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 exists to protect Employer's Protected Interests — its Confidential Information, Trade Secrets, customer lists, and customer goodwill — and not to restrain ordinary competition. Consistent with the Scott v. General Iron & Welding five-factor reasonableness test, the parties intend this covenant to be partial and restricted as to time and place, to afford only fair protection to Employer, to impose no undue hardship on Employee, not to interfere with the public interest, and not to preclude Employee from pursuing their occupation, with its time and territory sized to Employee's actual role and Employer's actual market. If Employer has identified specific competitors in Cover Terms under Specified Competitors, the parties intend this covenant to be understood and, if necessary, enforced as limited to those named competitors, because a restraint bound to named competitors is self-proving evidence that it affords only fair protection and leaves Employee free to take the rest of the industry's work. Passive Public Holdings are permitted. This covenant is subject to, and does not override, the occupation-specific rules stated below in the Occupation-Specific Limits section.

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. This restriction primarily targets active or material ownership in private competitors. Passive Public Holdings are permitted. Because this covenant restrains active roles at and material participation in a Competitive Business, it is a post-employment restraint analyzed under the Scott five-factor reasonableness test and is drawn no broader than necessary to protect Employer's Protected Interests.

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, including rights protected under Section 7 of the National Labor Relations Act.

Connecticut caps or bars restrictive covenants for certain workers before any five-factor balancing begins, and those rules control over any other provision of this agreement:

• Physicians. For a covenant entered into, amended, extended, or renewed on or after July 1, 2016, any non-compete restraining a physician must not restrict the physician's competitive activities for more than one year or in a geographic region of more than fifteen miles from the primary site where the physician practices (Conn. Gen. Stat. § 20-14p(b)(2)). The covenant is valid only if it is necessary to protect a legitimate business interest, reasonably limited in time, geographic scope, and practice restrictions, and otherwise consistent with law and public policy (§ 20-14p(b)(1)), and it is unenforceable where the contract was not made in anticipation of or as part of a partnership or ownership agreement and expires without a bona fide offer to renew on the same or similar terms, or where the employer terminates the relationship other than for cause. For a covenant touched on or after October 1, 2023, the covenant also fails where the physician did not agree to a proposed material change to the compensation terms before extension or renewal and the contract then expired unrenewed or was terminated by the employer without cause (§ 20-14p(b)(3)). If any physician covenant is rendered void in whole or in part, the remaining provisions of this agreement survive by statute (§ 20-14p(c)).

• Physician assistants and advanced practice registered nurses. For a covenant entered into, amended, extended, or renewed on or after October 1, 2023, any non-compete restraining a physician assistant or an advanced practice registered nurse must not restrict the worker's competitive activities for more than one year or in a geographic region of more than fifteen miles from the primary site where the worker practices (Conn. Gen. Stat. §§ 20-12k(b)(2), 20-101d(b)(2)), and carries the same non-renewal and termination-without-cause escape hatches as the physician statute.

• Security guards. This agreement does not require Employee, if employed in classification 339032 of the federal standard occupational classification system (security guards), to refrain from engaging in the same or a similar job, at the same location at which Employer employs Employee, for another employer or as a self-employed person, unless Employer proves that Employee obtained trade secrets of Employer as defined in Conn. Gen. Stat. § 35-51(d) (§ 31-50a(a)). A recital of access to confidential material does not carry that burden.

• Broadcast employees. If Employer is a broadcast industry employer and Employee is a broadcast employee, this agreement does not require Employee to refrain from obtaining employment in a specified geographical area for a specified period after termination, to disclose the terms, conditions, or existence of an offer from another broadcast industry employer after the contract term, or to enter into, extend, or renew a contract with Employer on the terms a prospective employer offered (Conn. Gen. Stat. § 31-50b(b)).

• Homemaker, companion, and home-health workers. No covenant not to compete in this agreement applies to a worker covered by Connecticut's homemaker, companion, and home-health services statute; any such covenant is against public policy and void and unenforceable (Conn. Gen. Stat. § 20-681), and no no-hire clause between a homemaker-companion agency and a client is enforceable (§ 20-683(b)). There is no compensation, consideration, or trade-secret cure for either device.

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, so that any incoming covenant can be assessed under Connecticut's reasonableness test and the relevant occupation statute at the outset rather than after a demand letter arrives.

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 Connecticut law and Employer has a reasonable belief that Employee may breach that covenant. Employer acknowledges that warning a new employer off a covenant that a Connecticut court would balance away under the Scott test, or that an occupation statute caps or voids, invites a tortious-interference dispute, and that it should condition any such notice on a restraint it is prepared to defend. Employee consents to a disclosure permitted by this section.

If Employee breaches any restrictive covenant in this agreement, the parties intend the Restricted Period for that covenant to be extended by the period of the breach, so that Employer receives the full duration of the restriction it bargained for. The parties acknowledge, however, that Connecticut authority does not clearly endorse extending a restrictive covenant beyond its stated term: no staged Connecticut statute or appellate decision authorizes automatic judicial tolling, and a request for injunctive relief was treated as moot once the stated covenant period had run (Van Dyck Printing Co. v. DiNicola, 43 Conn. Supp. 191 (1993)). Any such extension is itself a separate, breach-tied restraint that must remain reasonable and bounded under the Scott five-factor test; the parties do not intend an open-ended or indefinite extension, and do not assume a court will revive a covenant after its stated period has expired.

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 under the Connecticut Uniform Trade Secrets Act, Conn. Gen. Stat. § 35-52(a), under which actual or threatened misappropriation of a trade secret may be enjoined independent of any covenant. Any fee-shifting between the parties is mutual and prevailing-party based; the parties otherwise leave the American Rule in place, because a one-way employer fee clause adds to the harshness side of the ledger when a Connecticut court weighs how heavily the whole package lands on Employee.

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 — customer-specific alternatives beneath broader restraints, and distinct duration and geography steps — so that a court's refusal to enforce one covenant does not affect the others and a court has cleaner text to enforce or strike.

Connecticut gives the drafter no reliable rule that a court will rewrite an overbroad covenant into an enforceable one, and whether a Connecticut court will narrow an overbroad employee covenant remains unsettled. Internally inconsistent restraint language can be construed against the drafter where no reasonable reconciliation is possible (Thoma v. Oxford Performance Materials, Inc., 153 Conn. App. 50 (2014)), and the one statutory severance rule in this area is deliberately narrow — when a physician covenant is void in whole or in part, Conn. Gen. Stat. § 20-14p(c) preserves only the contract's remaining non-covenant provisions, not a narrowed restraint. Accordingly, this agreement does not rely on any savings or reformation clause to cure overbreadth and does not purport to obligate a court to supply a new radius, duration, or job-function limit of its own. Each restrictive covenant is instead drawn as a separable, tiered, reasonable restraint sized to the Protected Interests from the start and is intended to be enforceable as written rather than in reliance on discretionary judicial revision.

Each restrictive covenant in this agreement survives the termination of Employee's employment for the Restricted Period specified in Cover Terms, and each covenant's survival is checkable on its own footing so that a defensible customer non-solicit is not bundled with a shakier market-wide restraint. 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. This agreement is binding on and inures to the benefit of the parties and their respective heirs, successors, and permitted assigns. The parties acknowledge that a successor inherits the Connecticut reasonableness analysis along with the covenant, so that the five-factor test is re-weighed against the enforcing business's actual footprint and interests and a restraint sized to the original employer does not automatically fit the buyer.

This agreement is governed by the law listed in Cover Terms. Where Connecticut law governs, the enforceability of each restrictive covenant is determined under the common-law five-factor test of Scott v. General Iron & Welding and its progeny and under Connecticut's occupation-specific statutes; there is no general Connecticut non-compete statute and no statutory safe harbor, so each covenant is drafted to survive the holistic reasonableness analysis rather than to escape it. Disputes will be resolved in the courts of the Governing Law state, subject to non-waivable rights under applicable law. The parties intend that the governing-law and venue choices match where Employee actually lives and works, because a foreign-law clause papering a Connecticut clinician, guard, or home-care worker signals a form that was never localized and tees up a choice-of-law fight on top of the merits.

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 the clinician statutes reach covenants entered into, amended, extended, or renewed on or after their trigger dates (Conn. Gen. Stat. §§ 20-14p, 20-12k, 20-101d), so a routine amendment or renewal can pull an older physician, physician assistant, or APRN covenant into the one-year and fifteen-mile regime. 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.