Employee Restrictive Covenant Agreement

“Competitive Business” means the services, roles, industry, or competing entities described in Cover Terms under Competitive Business that the Employee is restricted from performing work in or on behalf of.

“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 is readily ascertainable to the public, information that arises from Employee's general training, 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 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. This defined contract term is distinct from the statutory term "covered employee" in D.C. Code § 32-581.01(6), which refers to a worker the non-compete ban protects.

“Highly Compensated Employee” means an employee, other than a broadcast employee, who is reasonably expected to earn from Employer in a consecutive 12-month period, or who earned from Employer in the preceding consecutive 12-month period, compensation at or above the Minimum Qualifying Annual Compensation listed in Cover Terms, as required by D.C. Code § 32-581.01(10). A broadcast employee — an on- or off-air creator for a broadcaster under § 32-581.01(2) — is excluded from this category and may not be bound by a non-compete at any compensation level.

“Medical Specialist” means a Highly Compensated Employee engaged primarily in the delivery of medical services who holds a license to practice medicine, is a physician, has completed a medical residency, and receives total compensation at or above the Medical Specialist Minimum Compensation listed in Cover Terms, as defined in D.C. Code § 32-581.01(12).

“Protected Interests” means Employer's legitimate interest in protecting its Trade Secrets and its confidential and proprietary information. The District's non-compete definition carves out restrictions protecting the employer's confidential and proprietary information (D.C. Code § 32-581.01(15)(B)(i)), and its Uniform Trade Secrets Act supplies an injunction against actual or threatened misappropriation (D.C. Code § 36-402), so those information interests are the interests this agreement is drawn to protect.

“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. For any Non-Competition covenant, the Restricted Period is stated and measured in calendar days from separation.

“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 District of Columbia and federal 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 (see the District's Uniform Trade Secrets Act, D.C. Code § 36-401, and the federal Defend Trade Secrets Act, 18 U.S.C. § 1839(3)).

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 and confidential and proprietary information in the course of employment, and each covenant in this agreement is included for the protection of Employer's Protected Interests and drawn no broader than reasonably necessary to protect them. The parties intend each covenant to be enforceable as written and drawn within the scope District of Columbia law permits at the outset, rather than in reliance on any judicial narrowing.

The District of Columbia bans non-compete provisions for a covered employee — broadly, a District-based worker below the Minimum Qualifying Annual Compensation who spends more than 50% of work time for Employer in the District, or whose District-based employment involves substantial District work and not more than half elsewhere (D.C. Code § 32-581.01(6)). Beginning October 1, 2022, no employer may require or request that a covered employee sign an agreement or comply with a workplace policy that includes a non-compete provision, and a non-compete provision in a covered employee's agreement entered into on or after that date is void as a matter of law and unenforceable (D.C. Code § 32-581.02(a)). Coverage keys to where Employee works, not to the Governing Law named in Cover Terms. Accordingly, any Non-Competition covenant in this agreement applies only if Employee is a Highly Compensated Employee, and never to a covered employee; the confidentiality, non-solicitation, and non-disparagement obligations below do not depend on that classification.

This agreement is effective as of the Effective Date listed in Cover Terms. The entry date fixes the governing regime: a non-compete provision in a covered employee's agreement entered into on or after October 1, 2022 is void as a matter of law, while an agreement entered into before that date is judged under the District's common-law reasonableness rule, which D.C. Code § 32-581.04b preserves as cumulative.

For any Non-Competition covenant in this agreement with a Highly Compensated Employee, Employer provided the non-compete provision to Employee in writing on the Advance Delivery Date listed in Cover Terms — at least 14 days before Employee commenced employment for Employer or, if Employer already employed Employee, at least 14 days before Employee had to execute this agreement, as required by D.C. Code § 32-581.03(a)(2). Separately, whenever a non-compete provision is proposed to a Highly Compensated Employee, Employer must provide the prescribed statutory notice required by D.C. Code § 32-581.03a(b) — advising Employee that the Ban on Non-Compete Agreements Amendment Act of 2020 limits the use of non-compete agreements, that Employer has determined Employee to be a highly compensated employee, and that Employee may contact the District of Columbia Department of Employment Services for more information. That notice, and any written disclosure of workplace-policy carve-out provisions required by D.C. Code § 32-581.03a(a), are companion writings delivered outside the four corners of this agreement. The 14-day period affords Employee time to consult an attorney before entering into 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, 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 is a restriction on disclosing, using, selling, or accessing Employer's confidential and proprietary information within the carve-out to the non-compete definition (D.C. Code § 32-581.01(15)(B)(i)); it does not bar Employee from performing work for another for pay or operating Employee's own business, and it does not restrict Employee from using 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.

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, the District of Columbia Office of the Attorney General, 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; 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. This covenant does not prohibit Employee from performing work for another for pay or operating Employee's own business, so it sits outside the non-compete definition in D.C. Code § 32-581.01(15); it is a restraint judged under the District's common-law reasonableness rule (Ellis v. James V. Hurson Assocs., Inc., 565 A.2d 615 (D.C. 1989)) and is drawn no broader than reasonably necessary to protect Employer's Protected Interests. The parties note that the District's Antitrust Act declares restraints of trade illegal (D.C. Code § 28-4502) and the Office of the Attorney General has treated a no-poach clause as violating both that Act and the non-compete ban, so this covenant is confined to Employee's own solicitation of Covered Employees and does not restrict the mobility of Employer's workforce generally.

During the Restricted Period, Employee must not Solicit the business of any Covered Customer. This covenant bars solicitation of a defined set of relationships; it does not prohibit Employee from performing work for another for pay or operating Employee's own business, so it sits outside the non-compete definition in D.C. Code § 32-581.01(15). It remains a restraint of trade judged for reasonableness under the District's common law (Ellis v. James V. Hurson Assocs., Inc., 565 A.2d 615 (D.C. 1989)), and is included solely for the protection of Employer's Protected Interests and drawn no broader than reasonably necessary to protect them.

During the Restricted Period, Employee must not perform work for another for pay in a Competitive Business, or operate Employee's own Competitive Business, within the Restricted Territory. This covenant applies, and is enforceable, only if Employee is a Highly Compensated Employee at the time it is proposed; it does not apply to a covered employee, for whom such a provision is banned and void as a matter of law under D.C. Code § 32-581.02(a). For a Highly Compensated Employee this covenant is valid and enforceable only if it satisfies each requirement of D.C. Code § 32-581.03(a): (a) it specifies the functional scope of the restriction — the services, roles, industry, or competing entities set out in Cover Terms under Competitive Business and any Specified Competitors — and the geographical limitations set out under Restricted Territory (§ 32-581.03(a)(1)(A)–(B)); (b) its term does not exceed 365 calendar days from the date Employee separates from employment, or 730 calendar days if Employee is a Medical Specialist (§ 32-581.03(a)(1)(C)); and (c) Employer provided this provision to Employee in writing at least 14 days in advance and gave Employee the prescribed statutory notice, as recited in the Timing, Consideration, and Advance Delivery section (§ 32-581.03(a)(2); § 32-581.03a(b)). The stated Non-Competition Duration in Cover Terms must not exceed the applicable calendar-day cap.

Where Employer has identified its competitors in Cover Terms under Specified Competitors, the functional scope of the Non-Competition covenant is limited to those named competing entities and businesses of the same character. Naming specific competitors is the most concrete way to satisfy the competing-entities limb of the functional-scope requirement (D.C. Code § 32-581.03(a)(1)(A)) and narrows the restriction a reviewer must defend. Where no competitors are named, the functional scope is limited to the Competitive Business described in Cover Terms.

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.

Employer will not retaliate or threaten to retaliate against Employee for refusing to agree to, failing to comply with, or complaining about a non-compete provision the District bans (D.C. Code § 32-581.02(b)). Nothing in this agreement conditions Employee's employment, advancement, or benefits on signing or complying with a provision that D.C. Code § 32-581.02 voids, and any language that would do so is of no effect. An employer that retaliates is liable for $1,000 to $2,500 per instance to each affected employee (D.C. Code § 32-581.04(d)(3)(A)).

A covenant not to compete claiming the sale-of-business exclusion is outside the scope of this employee restrictive covenant agreement. Such a covenant escapes the District's non-compete definition only if it is contained within, or executed contemporaneously with, an agreement between the seller of a business and one or more buyers of that business in which the seller agrees not to compete with the buyer's business (D.C. Code § 32-581.01(15)(A)). A covenant papering Employee as an employee rather than as a selling owner does not fit that carve-out and falls back into the § 32-581.02 ban analysis, and even a qualifying seller's covenant is judged for reasonableness under the District's common law and enforced only to the extent its terms are reasonable (Ellis v. James V. Hurson Assocs., Inc., 565 A.2d 615 (D.C. 1989)). No provision of this agreement acquires sale-of-business status through assignment or an acquisition of Employer.

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. The parties acknowledge that a covenant Employee signed elsewhere is not automatically dissolved by the District's ban and may be litigated by the prior employer in another forum, so any such obligation should be surfaced at signing.

Employer may disclose the existence and terms of this agreement to a prospective employer or business associate of Employee only where the obligation disclosed remains lawful and enforceable against Employee in the District — a confidentiality or trade-secret duty, or a Non-Competition covenant that satisfies every D.C. Code § 32-581.03(a) gate. Employer will not present or attempt to enforce a non-compete provision that D.C. Code § 32-581.02 voids, because attempting to enforce a void or unenforceable non-compete carries monetary relief of not less than $1,500 to each affected employee (D.C. Code § 32-581.04(d)(2)(A)). Employee consents to a disclosure permitted by this section.

The parties acknowledge that the District's non-compete statute sets no tolling rule, that its duration limits are written as hard caps in calendar days measured from the date the employee separates (D.C. Code § 32-581.03(a)(1)(C)), and that no District decision has endorsed extending a covenant past that ceiling on breach. The common law the statute preserves as cumulative (D.C. Code § 32-581.04b) has likewise not endorsed extension on breach. Accordingly, the Restricted Period for each covenant runs from the date Employee's employment ends and is not extended by any period of breach, and any Non-Competition covenant's total restraint stays within the applicable 365-day or 730-day calendar-day cap.

Employee acknowledges that a breach of the confidentiality, trade-secret, non-solicitation, or a valid Non-Competition covenant in 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. Employer's trade-secret remedy is independent of any covenant: actual or threatened misappropriation of a trade secret may be enjoined under the District's Uniform Trade Secrets Act (D.C. Code § 36-402). Employer will not seek to enforce a non-compete provision against a covered employee, because a covenant void under D.C. Code § 32-581.02(a) supports no injunction and an attempt to enforce it is itself a priced violation of at least $1,500 per employee (D.C. Code § 32-581.04(d)(2)(A)). 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.

The District of Columbia Court of Appeals has formally adopted the doctrine of equitable reformation, but only as a means of narrowing an overbroad covenant — a court exceeds the doctrine if it describes the restricted activities in broader language than the contract itself and thereby expands the restraint (Steiner v. Am. Friends of Lubavitch (Chabad), 177 A.3d 1246 (D.C. 2018)). The statutory layer is stricter still: for a covered employee a non-compete provision is void as a matter of law with nothing to reform toward, and for a Highly Compensated Employee a covenant that misses a § 32-581.03(a) element is simply not valid and enforceable. This agreement does not rely on any savings or reformation clause to cure overbreadth and does not ask a court to enforce any covenant to the maximum extent permitted; each restrictive covenant is instead drawn within the enforceable scope District of Columbia law permits at the outset. A plain severability clause preserving the remainder of the agreement is not a reformation clause.

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. A Non-Competition covenant survives only as a calendar-day count from separation within the applicable statutory cap, and no covenant survives that D.C. Code § 32-581.02 voids. 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 takes each covenant subject to D.C. Code §§ 32-581.01–.04b as of the enforcement date: a void non-compete provision arrives at the buyer just as void, and an employee-side covenant does not acquire sale-of-business status by riding through an acquisition.

This agreement is governed by the law listed in Cover Terms. Coverage under the District's non-compete ban keys to where Employee works, not to the law named here, so for a worker who spends more than 50% of work time for Employer in the District — or whose District-based role involves substantial District work — the District's ban applies whatever the Governing Law clause says (D.C. Code § 32-581.01(6)). For such a worker the parties select District of Columbia law and a District of Columbia forum for disputes over the enforceability of the covenants. Nothing in the District's chapter supersedes the terms of a valid collective bargaining agreement (D.C. Code § 32-581.04a); where one governs the relationship, its terms control. All other disputes will be resolved in the courts of the Governing Law jurisdiction, 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 the void rule turns on when the agreement is entered into, with October 1, 2022 as the line, so re-papering the relationship through a new or amended agreement is a new entry into the statutory regime — and, for a Highly Compensated Employee non-compete, restarts the 14-day advance-delivery requirement of D.C. Code § 32-581.03(a)(2). 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.