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.

“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 — is excluded from this category.

“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.

“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 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.

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 protects Employer's Protected Interests.

Any Non-Competition covenant in this agreement does not apply unless Employee's compensation equals or exceeds $162,164 and Employee satisfies the objective work-location conditions stated in this agreement. The confidentiality, non-solicitation, and non-disparagement obligations below do not depend on those conditions.

This agreement is effective as of the Effective Date listed in Cover Terms.

For any Non-Competition covenant in this agreement, Employer provided the provision to Employee in writing on the Advance Delivery Date listed in Cover Terms, at least 14 days before Employee commenced employment or, if Employer already employed Employee, at least 14 days before Employee had to execute this agreement. Employer will provide any other notice or written disclosure required by applicable law.

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 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, any District of Columbia agency, 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. It 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 does not prohibit Employee from performing work for another for pay or operating Employee's own business.

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.

No provision of this agreement applies as a sale-of-business covenant.

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 a confidentiality or trade-secret duty in this agreement to a prospective employer or business associate of Employee. Employer may disclose a Non-Competition covenant only if Employee satisfies the compensation and work-location conditions stated in this agreement and the covenant remains within its stated duration, territory, and functional scope. Employee consents to a disclosure permitted by this section.

The Restricted Period for each covenant runs from the date Employee's employment ends and is not extended by any period of breach. Any Non-Competition covenant's total restraint stays within the applicable 365-calendar-day or 730-calendar-day cap measured from the date Employee separates from employment (D.C. Code § 32-581.03(a)(1)(C)).

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 will not seek to enforce a non-compete when Employee does not satisfy the compensation and work-location conditions stated in this agreement. 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.

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 expires 365 calendar days after separation, or 730 calendar days after separation if Employee is a Medical Specialist, unless Cover Terms specify a shorter period. 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: assignment does not validate any void non-compete provision or convert an employee-side covenant into a sale-of-business covenant.

This agreement is governed by the law listed in Cover Terms. For an Employee who performs the majority of work for Employer in the District, the parties select District of Columbia law and a District of Columbia forum for disputes over the enforceability of the covenants. Any valid collective bargaining agreement governing the relationship controls. 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 and delivered within any notice period required by applicable law. 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.