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.

“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 the legitimate economic interests Delaware law recognizes a covenant may protect, namely Employer's goodwill in its customer, vendor, referral-source, and business-partner relationships, Employer's Confidential Information, and Employer's trade secrets as defined by the Delaware Uniform Trade Secrets Act (6 Del. C. § 2001(4)), 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 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 Delaware Uniform Trade Secrets Act, 6 Del. C. § 2001(4).

Employer and Employee acknowledge that each restrictive covenant in this agreement is intended to advance one or more of Employer's Protected Interests and to impose no restraint broader than is reasonable to serve that interest. The legitimate interests recognized here are Employer's goodwill and Employer's Confidential Information, and the parties intend each covenant to be tied to the goodwill or information this Employee actually touched rather than to ordinary competition. Each covenant is intended to be reasonable in geographic scope and temporal duration and no broader than reasonable to protect the Protected Interest it serves. Employer would not provide Employee with access to these Protected Interests absent the protections in this agreement.

The parties acknowledge that this agreement is supported by consideration given to Employee at the time of signing, and they record the specific value exchanged rather than reciting bare adequacy. If Employee is an existing at-will employee, the parties agree that, in exchange for Employee's assent to the covenants in this agreement, Employer continues an at-will employment relationship that it could otherwise legally have terminated, which the parties intend as sufficient consideration where signing is a condition of keeping the position; where the parties intend additional value — a payment, raise, promotion, or equity grant — that value is identified in the record of this signing. If this agreement is signed at the outset of employment, the offer and commencement of employment is the consideration. The parties intend that the consideration for this agreement is fixed at the time this agreement is formed, so that a later forfeiture or change in benefits does not unwind it. Employee acknowledges having had the opportunity to consult with independent legal counsel before signing. Employee acknowledges that adequate consideration establishes only that the covenants are supported, not that they are reasonable, and that each covenant must independently satisfy the reasonableness standards stated in this agreement. This agreement is effective as of the Effective Date listed in Cover Terms.

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. This obligation is scoped to genuinely confidential information and does not operate as a restraint on competition.

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.

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 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 no broader than reasonable to protect Employer's workforce stability and goodwill.

During the Restricted Period, Employee must not Solicit the business of any Covered Customer. This covenant reaches only Covered Customers with whom Employee had material contact and is no broader than reasonable to protect Employer's goodwill in those customer, vendor, referral-source, and business-partner 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 is broader than non-solicitation because it applies even if the Covered Customer approaches Employee. This restriction is sized 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 advance Employer's Protected Interests — its goodwill and its Confidential Information — and not to restrain ordinary competition. The parties intend this covenant to be reasonable in geographic scope and temporal duration, to advance a legitimate economic interest of Employer, and no broader than reasonable to protect Employer's Protected Interests, 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 enforced as limited to those named competitors. The parties intend this covenant to be enforceable as written, with its enforceable scope drawn into it at the outset rather than left to later judicial revision. 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. This restriction primarily targets active or material ownership in private competitors. This covenant is drawn no broader than reasonable to advance Employer's Protected Interests. Passive Public Holdings are permitted.

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.

If Employee is a physician, this agreement does not restrict, and shall not be read or enforced to restrict, Employee's right to practice medicine in a particular locale or for a defined period of time after termination of this agreement. Any provision of this agreement that would restrict a physician's right to practice medicine in a particular locale or for a defined period after termination is void under 6 Del. C. § 2707, and is severed and given no effect. All other provisions of this agreement remain enforceable, including provisions requiring the payment of damages in an amount reasonably related to the injury suffered by reason of termination, which may include damages related to competition. Any damages provision applicable to a physician is kept separate from any practice restraint, is void as to any practice restriction, and is tied to actual injury reasonably related to termination.

If Employee is registered as a home inspector trainee, this agreement does not require, and shall not be read or enforced to require, Employee to execute a covenant not to compete with a supervising licensed home inspector, or to pay any fee, charge, or other thing of value to a supervising licensed home inspector, as a condition of satisfying the home inspector trainee requirements. Any non-competition covenant in this agreement is void and of no effect under 24 Del. C. § 4109(d) as applied to Employee in that trainee capacity with respect to a supervising licensed home inspector. This carve-out does not alter the covenants as applied to any other worker.

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, including any restrictive covenant or forfeiture-for-competition condition from a prior employer or equity arrangement. Employee must promptly disclose to Employer any potential conflict that arises during employment.

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.

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. The parties do not intend an open-ended or indefinite extension, and any extension is limited to a period no longer than reasonable to protect Employer's Protected Interests.

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 Delaware Uniform Trade Secrets Act (6 Del. C. § 2002) for actual or threatened misappropriation of a trade secret, independent of any covenant.

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, so that a court's refusal to enforce one covenant does not affect the others, and a sound non-solicit or confidentiality term can survive a failed non-compete.

The parties do not rely on judicial blue-penciling or on any savings clause to cure overreach. The actual enforceable scope of each restraint — the Protected Interests served, the restricted activities, the customer set, the territory, and the duration — is drawn into this agreement at the outset, and each covenant is intended to be enforceable as written rather than in reliance on judicial revision. Nothing in this section requests a court to reform an overbroad restraint, and the parties intend any restraint broader than reasonable to be treated as already lost rather than saved.

Each restrictive covenant in this agreement survives the termination of Employee's employment for the Restricted Period specified in Cover Terms and reads on its own definite schedule. Obligations under the Confidential Information and Trade Secret Protection section survive indefinitely to the extent they relate to trade secrets. 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, and do not treat a Delaware choice-of-law selection as a universal workaround for another state's non-compete restrictions.

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; because an amendment that re-papers a covenant is a new formation event, the parties intend to record what value moved at each signing. 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.