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 and patient lists, pricing, business processes, technical data, and strategic plans, but excluding information that becomes public through no fault of Employee, information that arises from Employee's general training, knowledge, skill, or experience whether gained on the job or otherwise, information that is readily ascertainable to the public, and information Employee otherwise has a right to disclose as legally protected conduct.

“Covered Customers” means customers, patients, 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 Employer's interest in protecting unique services, Trade Secrets, routes or client lists, and customer relationships.

“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 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 the Maryland Uniform Trade Secrets Act and applicable federal law, including information that derives independent economic value, actual or potential, from not being generally known to, and not being readily ascertainable by proper means by, other persons who can obtain economic value from its disclosure or use, and that is the subject of efforts that are reasonable under the circumstances to maintain its secrecy.

Employer and Employee acknowledge that each restrictive covenant in this agreement is ancillary to a valid employment relationship, is supported by adequate consideration, protects Employer's Protected Interests, and is reasonable in area and duration. Employee will receive access to Employer's Confidential Information, Trade Secrets, and customer and patient relationships in the course of employment.

Notwithstanding any other provision of this agreement, no noncompete or conflict-of-interest provision applies to Employee if:

(a) Employee earns equal to or less than 150% of the Maryland minimum wage rate;

(b) Employee is licensed as a veterinary practitioner or veterinary technician, at any compensation level; or

(c) Employee holds a health-occupation license, provides direct patient care, and earns equal to or less than $350,000 in total annual compensation.

This agreement is effective as of the Effective Date listed in Cover Terms. Employer and Employee acknowledge that continued at-will employment is adequate consideration for the restrictive covenants in this agreement. For a covenant Employee signs after employment begins, the parties acknowledge that Employee's continued at-will employment supplies that consideration. Employee's execution of this agreement is connected to, and given in exchange for, Employee's continued employment with Employer. Employee has had the opportunity 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. Employee's obligations regarding other Confidential Information continue for the period specified in Cover Terms under Other Confidential Information Duration. This section does not prohibit Employee from disclosing information that arises from Employee's general training, knowledge, skill, or experience, whether gained on the job or otherwise, information that is readily ascertainable to the public, or information that 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, 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, including customer lists and pricing 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 initiate contact with or actively 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.

During the Restricted Period, Employee must not Solicit the business of any Covered Customer with whom Employee had material contact during the lookback period stated in Cover Terms.

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.

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 covenant does not apply if any condition in the Maryland Statutory Worker-Class Voids section applies to Employee. Passive Public Holdings are permitted.

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.

Nothing in this agreement restricts or delays a departing clinician, or Employer, from communicating a patient's right to continue care with Employee at a new location, or from giving any patient notice that applicable law requires.

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 a prospective employer or business associate of Employee only where a covenant in this agreement is enforceable against Employee and Employer has a reasonable belief that Employee may breach that covenant. Employer will not present or attempt to enforce against a third party a covenant that is void under Md. Code, Lab. & Empl. § 3-716 for Employee's worker class. 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.

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. A decision not to enforce a covenant or its liquidated-damages terms does not bar Employer from recovering for trade-secret misappropriation. 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 duration, territory, and covered-activity tier is severable, and each enforceable tier remains in effect independently of any unenforceable tier.

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. 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. An assignee acquires no greater right to enforce a covenant than Employer held before the assignment. 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 the law listed in Cover Terms. For a Maryland-based worker the parties select Maryland law and a Maryland forum for disputes over the enforceability of the restrictive covenants; all other disputes will be resolved in the courts of the Governing Law state, 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. 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.