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 Employer's Confidential Information, Trade Secrets, customer lists, and goodwill in its customer, vendor, referral-source, and business-partner 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 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 Employer's non-public information that derives independent economic value from not being generally known or readily ascertainable and that Employer takes reasonable measures to keep secret.

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. 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 in time, geographic scope, and the protection it affords, sized to Employee's actual role and Employer's actual market.

This agreement is effective as of the Effective Date listed in Cover Terms. If Employee signs this agreement after employment begins, Employer provides continued employment in exchange for Employee's agreement to these covenants. 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 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 and 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 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.

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. This covenant reaches only Covered Employees during the Restricted Period and is limited to the scope needed to protect Employer's workforce stability and goodwill.

During the Restricted Period, Employee must not Solicit the business of any Covered Customer. This covenant is limited to customers Employee serviced or solicited for Employer, reaches only Covered Customers, and is limited to the scope needed to protect Employer's goodwill in its customer relationships.

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 applies only to 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. The parties intend this covenant to be reasonable in time and territory, to afford only fair protection to Employer's Protected Interests, and to impose no greater restraint than necessary, 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, this covenant is limited to those named competitors and their businesses. 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. Passive Public Holdings are permitted. This covenant is limited to the scope needed 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.

Notwithstanding any other provision of this agreement, the following occupation-specific limits apply and control:

• Physicians. A physician non-compete may not exceed one year or fifteen miles from the physician's primary practice site and does not apply following expiration without a qualifying renewal offer, termination by Employer without cause, or the other termination circumstances specified in Cover Terms.

• Physician assistants and advanced practice registered nurses. A physician-assistant or advanced-practice-registered-nurse non-compete may not exceed one year or fifteen miles from the worker's primary practice site and does not apply after expiration without renewal or termination by Employer without cause.

• Security guards. The non-compete does not apply if Employee works in federal occupational classification 33-9032, except to the extent Employee obtained Employer's Trade Secrets.

• Broadcast employees. If Employee performs broadcast-industry work, this agreement does not restrict Employee's post-employment geographic work, require disclosure of another employment offer, or require Employee to accept Employer's matching terms.

• Homemaker, companion, and home-health workers. No non-compete applies to Employee while Employee provides homemaker, companion, or home-health services, and no no-hire restriction applies between a homemaker-companion agency and its client.

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 Connecticut law and Employer has a reasonable belief that Employee may breach that covenant. 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, subject to applicable law.

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. Any fee award must be mutual and based on prevailing-party status.

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 survives the termination of Employee's employment for the Restricted Period specified in Cover Terms, and each covenant survives independently of the others. 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.

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. The parties intend that the governing-law and venue choices match where Employee actually lives and works.

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.