> **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] Employer Parent Entity : [Legal name of Employer's direct corporate parent entity, if any (optional). Named alongside "Employer and its Affiliates" as an expressly-identified third-party beneficiary entitled to enforce the restrictive covenants under Florida's restrictive-covenant rules. Common in PE / holding-company structures where the named Employer entity is a dedicated employment entity distinct from the operating company.] Operating / Service-Recipient Affiliate : [Legal name of the operating or service-recipient Affiliate, if different from the named Employer (optional). Use this where the named Employer is a dedicated employment entity but the operating business — the entity for whom Employee actually performs services or that holds the Protected Interests — is a separate commonly controlled Affiliate (common in PE / holding-company structures). When provided, this entity is expressly named in the third-party-beneficiary list, in addition to the "Employer and its Affiliates" class language, for higher enforcement certainty.] 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 : Florida Confidentiality Trade Secrets Duration : Perpetual Other Confidential Information Duration : 24 months Employee Non-Solicitation Duration : 24 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 Covered Employee Garden Leave (CHOICE Act) Garden Leave Notice Period : 6 months Non-Disparagement Duration : 24 months ## Standard Terms ### Defined Terms [[Affiliates]] means, with respect to Employer, any entity that directly or indirectly controls, is controlled by, or is under common control with Employer, including Employer's direct and indirect parent entities, subsidiaries, and any sister or operating entity under common control (for example, where the named Employer is a dedicated employment entity and the operating business is conducted through a commonly controlled affiliate). For this purpose, "control" means the power to direct the management and policies of an entity, whether through ownership of voting securities, by contract, or otherwise. [[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, patients, clients, 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. [[Protected Interests]] means one or more of the interests enumerated in Fla. Stat. § 542.335(1)(b), including Employer's trade secrets; valuable confidential business or professional information that does not otherwise qualify as a trade secret; substantial relationships with specific prospective or existing customers, patients, or clients; customer, patient, or client goodwill associated with Employer's ongoing business or professional practice, a specific geographic location, or a specific marketing or trade area; and extraordinary or specialized training provided to Employee. [[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 Protected Interests in its Confidential Information, customer, patient, and business-partner relationships, customer and patient goodwill, workforce stability, and any extraordinary or specialized training provided to Employee. [[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 Florida Uniform Trade Secrets Act, Fla. Stat. § 688.002. ### Recitals and Protected Interest Employer and Employee acknowledge and agree that the restrictive covenants in this agreement are supported by, and reasonably necessary to protect, one or more of Employer's Protected Interests under Fla. Stat. § 542.335(1)(b), including, as applicable: (a) Employer's trade secrets; (b) Employer's valuable confidential business or professional information that does not otherwise qualify as a trade secret; (c) Employer's substantial relationships with specific prospective or existing customers, patients, or clients; (d) the customer, patient, or client goodwill associated with Employer's ongoing business or professional practice, a specific geographic location, or a specific marketing or trade area; and (e) the extraordinary or specialized training Employer provides to Employee. Employer would not provide Employee with access to these Protected Interests absent the protections in this agreement. The restraints in this agreement are reasonably necessary to protect these Protected Interests and are no broader than necessary to do so. ### Timing and Employee Acknowledgements Employee acknowledges that the restrictions in this agreement are reasonable and necessary to protect Employer's Protected Interests. Employee acknowledges having had the opportunity to consult with independent legal counsel before signing this agreement. 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 for the Trade Secrets Duration specified in Cover Terms, to the extent the information remains a trade secret. Employee's obligations regarding other Confidential Information continue for the Other Confidential Information Duration specified in Cover Terms. ### 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; (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. ### 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. ### Non-Solicitation of Customers, Patients, Vendors, Referral Sources, and Business Partners During the Restricted Period, Employee must not Solicit the business of any Covered Customer. ### 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 protects Employer's substantial relationships with specific prospective or existing customers, patients, or clients and the associated goodwill. ### 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. 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. 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. ### Physician-Specific Rights and Notices If Employee is a physician and one entity, directly or through related entities, employs or contracts with all physicians practicing Employee's specialty in the county, the non-compete does not apply. This exclusion continues for three years after another entity begins offering that specialty in the county. ### CHOICE Act Counsel Advisal and Notice (Covered Employee) Employer advised Employee, in writing, of the right to seek the advice of independent legal counsel before executing this agreement, and Employee acknowledges receiving that written advisal, in satisfaction of Fla. Stat. § 542.45(2)(a). Employer provided Employee with this proposed agreement at least seven days before the offer of employment was to expire (for a prospective covered employee) or at least seven days before the offer to enter into this agreement was to expire (for a current covered employee), in satisfaction of the notice requirement of Fla. Stat. § 542.45(3). ### CHOICE Act Confidential Information Acknowledgement Employee acknowledges in writing that, in the course of Employee's employment with Employer, Employee will receive confidential information or customer relationships, in satisfaction of Fla. Stat. § 542.45(2)(b). This acknowledgement is in addition to, and does not limit, the recital of Employer's Protected Interests above. ### CHOICE Act Garden Leave and Day-for-Day Offset (Covered Employee) Employer and Employee agree to a garden-leave notice period of 6 months before termination of employment, not exceeding four years. The non-compete Restricted Period is reduced day-for-day by any nonworking portion of that notice period. After the first 90 days, Employee need not provide services and may engage in nonwork activities; Employee may work for another employer during the remainder of the notice period only with Employer's permission. ### 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. 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. ### 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. ### 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. If Employer prevails in an action to enforce this agreement, Employee must reimburse Employer's reasonable attorney's fees and costs. ### 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. ### 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. Obligations under the Confidential Information and Trade Secret Protection section survive for the Trade Secrets Duration specified in Cover Terms to the extent they relate to trade secrets, and for the Other Confidential Information Duration specified in Cover Terms for other Confidential Information. 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, and the restrictive covenants in it, to Employer's direct corporate parent (identified in Cover Terms under Employer Parent Entity, if any), to any of Employer's Affiliates, or to any successor or acquirer of all or substantially all of Employer's business or assets. Pursuant to Fla. Stat. § 542.335(1)(f), Employer expressly authorizes enforcement of the restrictive covenants in this agreement by Employer's assignee or successor. The parties further expressly identify, as third-party beneficiaries of this agreement entitled to enforce the restrictive covenants for their own benefit, each of the following: Employer's direct corporate parent (as identified in Cover Terms, if any); the operating or service-recipient Affiliate identified in Cover Terms (if any) on whose behalf Employee performs services or that holds any of the Protected Interests; Employer's Affiliates, including any operating company or commonly controlled entity on whose behalf Employee performs services or that holds any of the Protected Interests; and any successor or assignee of Employer. The parties expressly state that the restrictive covenants are intended for the benefit of each such expressly-identified person. This agreement is binding on and inures to the benefit of the parties and their respective heirs, successors, third-party beneficiaries, and permitted assigns. ### Governing Law, Venue, and Dispute Process 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. ### 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. 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: _______________ ## Drafting notes Drafting and enforceability considerations for this template, from the related practice guide: [Non-Competes in Florida](/practice-guides/non-compete/us/florida). ### legitimate business interest A naked interest in avoiding ordinary competition is not protectable. Plead and prove a specific interest from the statutory categories — or an analogous one supported by evidence — because a restraint not tied to a legitimate business interest is void and unenforceable . ### choice act non-solicits The CHOICE Act defines _covered noncompete_ and _covered garden leave_ agreements but does not mention non-solicitation clauses. A four-year CHOICE Act non-compete may sit beside a non-solicit that still defaults to section 542.335's two-year presumption, so draft and analyze the two clauses separately rather than assuming the four-year term carries over .