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 and excluding Employee's general skills, knowledge, and experience.

“Covered Customers” means current customers, vendors, referral sources, and business partners of Employer with whom Employee had material contact or for whom Employee had responsibility during the 12 months before termination of employment, and does not include former customers or merely prospective customers.

“Covered Employees” means employees of Employer who hold a position uniquely essential to the management, organization, or service of Employer's business within the meaning of Ala. Code § 8-1-190(b)(1), and 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 Protected Interests within the meaning of Ala. Code § 8-1-191(a), namely its trade secrets (as defined in the Alabama Trade Secrets Act, Ala. Code § 8-27-2), its confidential information, its commercial relationships or contacts with specific prospective or existing customers, patients, vendors, or clients, its goodwill, and any specialized and unique training set forth in writing under this agreement as the consideration for a restraint; Employee's job skills, in and of themselves and without more, are not a Protected Interest.

“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 Alabama Trade Secrets Act, Ala. Code § 8-27-2, which Ala. Code § 8-1-191(a)(1) incorporates as a Protected Interest.

Employer and Employee acknowledge that each restrictive covenant in this agreement protects one or more of Employer's Protected Interests. Where a covenant relies on specialized and unique training as a Protected Interest, that training and its anticipated expense are set forth in the Specialized Training Recital in Cover Terms as consideration for the restraint. Employer would not provide Employee with access to its Protected Interests absent the protections in this agreement.

This agreement is in writing, signed by all parties, and supported by the consideration stated in it. The parties acknowledge that Employee entered into this agreement on or after the first day of the employer-employee relationship with Employer. Employer has given Employee the opportunity to consult with an attorney before entering into this agreement. Employee acknowledges that the restrictions in this agreement are reasonable and necessary to protect Employer's Protected Interests. 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.

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 hire, employ, Solicit, recruit, or attempt to hire or employ any Covered Employee. This covenant does not apply to any other employee of Employer. 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.

During the Restricted Period, Employee must not Solicit the business of any Covered Customer. This covenant applies only to Employer's current customers, patients, vendors, referral sources, and business partners, not former or merely prospective ones.

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 covenant applies only to current Covered Customers.

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. The Restricted Period must not exceed two years after termination.

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 Section 7 of the National Labor Relations Act, 29 U.S.C. § 157.

Notwithstanding any other provision of this agreement, no restrictive covenant in this agreement restrains, or is enforceable to restrain, a member of a recognized Alabama profession from practicing that profession. Restraints on Employee's business conduct outside that practice, and the confidentiality, trade-secret, property-return, and non-disparagement obligations in this agreement, remain in effect to the extent they do not bar the practice itself.

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 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, Employer may seek to have the Restricted Period for that covenant 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.

Employee acknowledges that a breach of this agreement may cause Employer irreparable harm for which money damages would be inadequate. Employer may seek injunctive relief, damages, and any other remedy available in contract law, including attorneys' fees or costs where provided for in this agreement or otherwise provided by law. Nothing in this agreement limits any defense available to Employee in law or equity. Any fee-shifting under this agreement 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.

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.

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 Alabama law for an Alabama-based Employee. Disputes will be resolved in Alabama courts, 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, and any amendment or restatement that carries a restrictive covenant forward is itself signed by all parties, including Employer, consistent with Ala. Code § 8-1-192. 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.