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.

“Covered Customers” means customers, vendors, referral sources, and business partners the Employee actually served or for whom Employee had responsibility during the 12 months before termination of employment.

“Covered Employees” means employees with whom Employee actually 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 in its Confidential Information and trade secrets, its relationships with specific customers, patients, and referral sources, its workforce stability, and its goodwill, limited to interests that protect against more than ordinary competition.

“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, or encourage any person or entity for the purpose of diverting business away from Employer, and does not include responding to general advertisements or unsolicited inquiries not initiated by Employee.

“Trade Secrets” means information or computer software that derives independent economic value from not being generally known or readily ascertainable and is the subject of reasonable efforts to maintain its secrecy.

Employee acknowledges that the covenants protect Employer's Protected Interests and are supported by consideration. Employer would not provide Employee with access to its Protected Interests absent these covenants.

Employee had a reasonable opportunity to consult with an attorney of Employee's choosing before entering into this agreement. The consideration for the restrictive covenants is the compensation, access to Confidential Information and trade secrets, and other benefits Employer provides to Employee under this agreement, which the parties agree are given specifically in exchange for the restrictive covenants, given in exchange for those covenants. 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 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 Section 7 of the National Labor Relations Act, 29 U.S.C. § 157; (d) testifying truthfully in legal proceedings or making disclosures required by law, court order, or a government investigation, with notice to Employer where lawful; 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. This certification records, as of its date, what Employee retained and what Employee returned or deleted.

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.

During the Restricted Period, Employee must not Solicit the business of any Covered Customer.

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 to an Employee covered by the Health-Care Provider Restrictions section. 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, or exercising rights protected by law, including Section 7 of the National Labor Relations Act.

If Employee is a psychologist, social worker, professional counselor, addiction counselor, marriage and family therapist, behavioral health peer support specialist, or other covered health-care provider, this agreement does not restrict Employee's right, after the professional relationship ends, to (a) practice or provide licensed services in any geographic area and for any period; (b) treat, advise, consult with, or establish a provider-patient relationship with any current patient of Employer; or (c) solicit or seek to establish a provider-patient relationship with any such patient. This exclusion does not apply to a covenant made in connection with the sale of a practice or, for a physician, a repayment obligation for money paid or advanced under a payback schedule that decreases over time.

This agreement contains no covenant made in connection with the sale of business goodwill or the dissolution of a partnership.

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 will not seek to enforce a restrictive covenant against Employee after a layoff, nonrenewal, or termination without cause, except in response to Employee's use of Employer's Trade Secrets, customer relationships, or proprietary information.

Employer may disclose obligations then in effect under this agreement to a prospective employer or business associate of Employee if Employer reasonably believes Employee may breach those obligations. Employee consents to such disclosure.

The Restricted Period for a breached covenant is extended by the duration of the breach, up to a maximum extension equal to the original Restricted Period.

Employee acknowledges that a breach of 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. Any attorney-fee award under this agreement applies on a mutual, prevailing-party basis.

Each restrictive covenant in this agreement is a separate obligation. If any provision is found unenforceable, the remaining provisions remain in full force and effect.

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. Any assignee or successor takes this agreement subject to all limitations and conditions applicable to Employer and acquires no greater rights than Employer holds under it. 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. 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, and a mid-employment amendment that adds or expands a restrictive covenant is supported by its own independent consideration. 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.