> **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 employer]

Employee
: [Full legal name of the employee]

Employee Title / Position
: [Employee job title or position (optional)]

Effective Date
: [Effective date of this agreement]

Governing Law
: Delaware

Confidentiality

Trade Secrets Duration
: Perpetual

Other Confidential Information Duration
: 24 months

Employee Non-Solicitation

Duration
: 12 months

Customer Non-Solicitation

Duration
: 12 months

Non-Competition

Duration
: 12 months

Restricted Territory
: the geographic area in which Employee provided services

Competitive Business
: [Description of the business activities that constitute competition with the employer.]

Specified Competitors
: [Optional named list of specific competitors. Narrowing the restriction to named competitors strengthens enforceability.]

No Business with Covered Customers

Duration
: 12 months

Non-Investment

Duration
: 12 months

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.

[[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 a Delaware covenant may protect under the Court of Chancery's reasonableness review, 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).

### Recitals and Legitimate Interests

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. Delaware has no general non-compete statute; enforceability is governed by the Court of Chancery's reasonableness review, under which a post-employment covenant is enforceable only if it is reasonable in geographic scope and temporal duration, advances a legitimate economic interest of the party seeking its enforcement, and survives a balancing of the equities (FP UC Holdings, LLC v. Hamilton, 2020 WL 1492783 (Del. Ch. Mar. 27, 2020)). That review is holistic and in context: the court evaluates every dimension of a covenant and how it operates together with the other restrictions in this agreement (Sunder Energy, LLC v. Jackson, 305 A.3d 723 (Del. Ch. 2023), aff'd in relevant part, 332 A.3d 472 (Del. 2024)). The legitimate interests Delaware law recognizes 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 (Payscale Inc. v. Norman, No. 297, 2025 (Del. Mar. 19, 2026)). Employer would not provide Employee with access to these Protected Interests absent the protections in this agreement.

### Timing, Consideration, and Employee Acknowledgements

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 Delaware treats as sufficient consideration for a restrictive covenant where signing is a condition of keeping the position (Research & Trading Corp. v. Powell, 468 A.2d 1301 (Del. Ch. 1983)); 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 acknowledge that Delaware measures consideration at the time of contract formation and does not reevaluate it at the time of enforcement, so a later forfeiture or change in benefits does not unwind the consideration that supported this agreement when it was made (North American Fire Ultimate Holdings, LP v. Doorly, No. 142, 2025 (Del. Feb. 3, 2026)). 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 — each covenant must independently satisfy the Court of Chancery's reasonableness review, and the court may weigh the breadth of a restraint against the consideration that supports it in balancing the equities (Payscale Inc. v. Norman, No. 297, 2025 (Del. Mar. 19, 2026)). 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. Trade secrets are protected under Delaware law, including the Delaware Uniform Trade Secrets Act, 6 Del. C. §§ 2001–2007, which defines a trade secret by its independent economic value from not being generally known and by efforts that are reasonable under the circumstances to maintain its secrecy (6 Del. C. § 2001(4)). 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. A confidentiality definition drawn so broadly that it operates as an indefinite non-compete would itself invite the reasonableness review that a properly bounded confidentiality clause is meant to avoid, so this obligation is scoped to genuinely confidential information.

### 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. The parties intend that these return, deletion, and certification mechanics serve as part of Employer's efforts that are reasonable under the circumstances to maintain the secrecy of its trade secrets, as contemplated by 6 Del. C. § 2001(4).

### Non-Solicitation of Employees

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. As the lightest restraint in this agreement, this covenant is nonetheless not reviewed in isolation: the Court of Chancery weighs how each restriction operates together with the others, so this covenant reaches only Covered Employees during the Restricted Period and is no broader than reasonable to protect Employer's workforce stability and goodwill.

### Non-Solicitation of Customers, Vendors, Referral Sources, and Business Partners

During the Restricted Period, Employee must not Solicit the business of any Covered Customer. Delaware credits a restraint tied to specific, identified customer relationships — protecting the contracts with an employer's most valued customers is a business-specific interest that can carry a covenant — so 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 relationships (Payscale Inc. v. Norman, No. 297, 2025 (Del. Mar. 19, 2026)). Together with the confidentiality and trade-secret protections in this agreement, this covenant is often a stronger and more readily enforceable protection than a broad non-compete.

### No Business with Covered Customers

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. Because that extra breadth is a dimension the Court of Chancery weighs together with the rest of the covenant package, this restriction is sized tightly to the goodwill it protects and reaches only Covered Customers with whom Employee had material contact.

### Non-Competition

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. Consistent with the Court of Chancery's reasonableness review, the parties intend this covenant to be reasonable in geographic scope and temporal duration, to advance a legitimate economic interest, and to survive a balancing of the equities, 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, because a restraint bound to identified competitors is stronger evidence that it is no broader than reasonable. The parties intend this covenant to be enforceable as written; because Delaware courts increasingly decline to blue-pencil an overbroad covenant, the enforceable scope is drawn into this covenant at the outset rather than left to later judicial revision. Passive Public Holdings are permitted.

### Non-Investment

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. Because this covenant restrains active roles at and material participation in a Competitive Business, it is a post-employment restraint reviewed under the Court of Chancery's reasonableness standard and is drawn no broader than reasonable to advance Employer's Protected Interests. 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, 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. Under 6 Del. C. § 2707, any covenant-not-to-compete provision of an employment, partnership, or corporate agreement between and/or among physicians that restricts a physician's right to practice medicine in a particular locale and/or for a defined period after termination of the principal agreement is void; any such provision is severed and given no effect. The statute is targeted rather than total: all other provisions of this agreement remain enforceable at law, including provisions requiring the payment of damages in an amount reasonably related to the injury suffered by reason of termination, and such damages provisions may include damages related to competition. Accordingly, any damages provision applicable to a physician is kept separate from any practice restraint, is void as to practice restriction, and is tied to actual injury reasonably related to termination. This provision is a statutory rule specific to physicians; the home-inspector-trainee rule below and the general reasonableness review apply to their own subjects.

### Home Inspector Trainee Carve-Out

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. Under 24 Del. C. § 4109(d), any such requirement is prohibited, and any non-competition covenant in this agreement is void and of no effect as applied to Employee in that trainee capacity with respect to a supervising licensed home inspector. This is a narrow licensing rule specific to home inspector trainees and does not alter the covenants as applied to any other worker.

### 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, 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.

### 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. Employer acknowledges that a notice asserting a covenant the Court of Chancery would refuse to enforce — and refuse to narrow — may overstate Employer's position and create its own interference exposure, and that it should condition any such notice on a restraint it is prepared to defend under the reasonableness review.

### 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, so that the full duration of the restriction runs from the date the breach ends. The parties acknowledge that no surveyed Delaware statute or decision blesses or rejects tolling of a restricted period during a breach, and that any such extension is itself added duration — a dimension of the covenant that the Court of Chancery evaluates together with everything else in the contract under its holistic reasonableness review. The parties therefore do not intend an open-ended or indefinite extension, and any extension remains subject to the reasonableness review; Employer does not assume that a Delaware court will extend a restraint that has already expired.

### 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, including relief under the Delaware Uniform Trade Secrets Act, 6 Del. C. § 2002, under which actual or threatened misappropriation of a trade secret may be enjoined independent of any covenant. The parties acknowledge that the availability of any such relief presupposes a covenant that first survives the Court of Chancery's reasonableness review and the balancing of the equities. Under 6 Del. C. § 2004, a court may award reasonable attorney's fees to the prevailing party where a claim of misappropriation is made in bad faith, a motion to terminate an injunction is made or resisted in bad faith, or wilful and malicious misappropriation exists, independent of any contractual fee clause; any contractual fee provision should be checked for mutuality rather than treated as the only path to fees.

### Enforceability and Severability

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 — self-contained survival and severability are what let a sound non-solicit outlive a failed non-compete, which matters in a jurisdiction whose courts increasingly decline to repair the failed clause.

### Enforceable Scope Drawn at the Outset

Delaware courts retain equitable discretion to narrow an overbroad covenant, but the parties do not rely on judicial blue-penciling or on any savings clause to cure overreach, because recent decisions increasingly refuse to rewrite an overbroad covenant and instead let it fail: partial enforcement of an overbroad covenant has been called inequitable (Kodiak Building Partners, LLC v. Adams, 2022 WL 5240507 (Del. Ch. Oct. 6, 2022)), a worldwide non-compete was left to fail rather than be revised to rescue a sophisticated party from its overreach (Intertek Testing Services NA, Inc. v. Eastman, 2023 WL 2544236 (Del. Ch. Mar. 16, 2023)), and the Delaware Supreme Court affirmed a refusal to blue-pencil and warned that enforcing unreasonable covenants against flagrant breachers would create perverse incentives for employers drafting restrictive covenants (Sunder Energy, LLC v. Jackson, 332 A.3d 472 (Del. 2024)). Accordingly, 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 Delaware court to reform an overbroad restraint, and the parties intend any restraint broader than reasonable to be treated as already lost rather than saved.

### 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 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.

### 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. The parties acknowledge that whoever inherits a covenant inherits its posture with it — the same reasonableness review, the same equities, and the same reluctance to narrow — so a successor whose business does not correspond to the goodwill and Confidential Information the covenant was written to protect may find the covenant harder to enforce in its hands.

### Governing Law, Venue, and Dispute Process

This agreement is governed by the law listed in Cover Terms. Where Delaware law governs, the enforceability of each restrictive covenant is determined under the Court of Chancery's common-law reasonableness review and its progeny; there is no general Delaware non-compete statute and no statutory safe harbor, so each covenant is drafted to survive the holistic reasonableness analysis rather than to escape it. A written Delaware choice-of-law selection in a qualifying contract is, by statute, conclusively presumed to bear a significant, material, and reasonable relationship with Delaware and enforceable whether or not other relationships exist, except that the statute does not apply to a contract involving less than $100,000 (6 Del. C. § 2708). The parties do not treat that selection as a universal workaround for another state's non-compete restrictions: Delaware's own courts have declined to let Delaware's freedom-of-contract interest always or routinely trump the default state's fundamental policy, and have applied another state's law notwithstanding a Delaware clause where that state had the materially greater interest (Ascension Insurance Holdings, LLC v. Underwood, 2015 WL 356002 (Del. Ch. Jan. 28, 2015); FP UC Holdings, LLC v. Hamilton, 2020 WL 1492783 (Del. Ch. Mar. 27, 2020)). Disputes will be resolved in the courts of the Governing Law state, subject to non-waivable rights under applicable law. Before relying on the Delaware selection against a worker whose residence and work center on another state, the parties intend that the default state, its fundamental policy, and which state has the materially greater interest be analyzed. The parties intend that the governing-law and venue choices match where Employee actually lives and works.

### 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; because Delaware fixes the consideration question at the moment each instrument is formed, an amendment that re-papers a covenant is its own formation event, and 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.

## 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 employer]

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: _______________