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, information that arises from Employee's general skills, knowledge, training, 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, 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 Trade Secrets, Confidential Information, and goodwill in customer and referral relationships with which Employee had material contact.

“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 New Mexico Uniform Trade Secrets Act, NMSA 1978, § 57-3A-2(D), and applicable federal law, meaning 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 (see also the federal Defend Trade Secrets Act, 18 U.S.C. § 1839(3)).

Employee will receive access to Employer's Trade Secrets, Confidential Information, and customer and referral goodwill in the course of employment. Employer and Employee acknowledge that the restrictive covenants in this agreement protect those interests.

This agreement is effective as of the Effective Date listed in Cover Terms and is entered into at the timing described in Cover Terms under Covenant Timing. If Employee signs this agreement as a condition of the initial offer of employment, the offer of employment is the consideration. If Employee signs after employment has begun, the new, bargained-for consideration stated in Cover Terms under Consideration is exchanged for the covenants and is separate from continued at-will employment. Employee may 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, 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 prohibit Employee from using or disclosing information that arises from Employee's general skills, knowledge, training, 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) using or disclosing information that arises from Employee's general skills, knowledge, training, 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 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. If Employee is a covered health-care practitioner, this covenant ends no later than one year after Employee's last date of employment.

During the Restricted Period, Employee must not Solicit the business of any Covered Customer. This covenant applies only to customers Employee actually served during the covered look-back window. If the Health-Care Practitioner Non-Compete Exclusion applies to Employee, a non-solicitation provision concerning patients ends no later than one year after Employee's last date of employment.

During the Restricted Period, Employee must not accept, service, or do business with any Covered Customer, whether Employee or the Covered Customer initiates contact. If Employee is a covered health-care practitioner, any restriction on dealing with patients ends no later than one year after Employee's last date of employment.

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 Employee to the extent stated in the Health-Care Practitioner Non-Compete Exclusion 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, discussing wages, hours, or working conditions as protected by law, or otherwise exercising rights protected by law.

If Cover Terms state that the Health-Care Practitioner Non-Compete Exclusion applies to Employee, no non-compete provision in this agreement restricts Employee's right to provide clinical health-care services in New Mexico after this agreement, any renewal or extension of this agreement, or Employee's employment ends. This exclusion does not apply if Cover Terms state that Employee enters this agreement as a shareholder, owner, partner, or director of a health-care practice with other health-care practitioners.

The Health-Care Practitioner Non-Compete Exclusion does not limit Employee's nondisclosure obligations concerning Confidential Information and Trade Secrets. Any non-solicitation obligation concerning Employer's patients or employees ends no later than one year after Employee's last date of employment. If Employee worked for Employer for less than three years, Employee must repay only the portion stated in Cover Terms of any loan, relocation expense, signing bonus, recruiting expense, education expense, or training expense that Employer provided to induce Employee to relocate or establish a health-care practice in a specified geographic area. Any liquidated damages payable under this agreement are limited to the amount stated in Cover Terms.

If any covenant in this agreement is ancillary to the purchase and sale of a business or its assets, that covenant applies for the duration and within the territory stated in Cover Terms. The consideration for that covenant is the purchase consideration stated in Cover Terms.

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. 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 tolled or extended.

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 fee-shifting between the parties is mutual and prevailing-party based. Otherwise, each party bears its own attorney's fees and costs.

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. For a covered health-care practitioner, the surviving patient and employee non-solicitation obligations do not exceed one year after the last date of employment (NMSA 1978, § 24A-4-3(C)). 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 the law listed in Cover Terms under Governing Law, and disputes are resolved in the forum listed in Cover Terms under Venue, subject to non-waivable rights under applicable law. If Employee provides clinical health-care services in New Mexico, New Mexico law governs this agreement and disputes must be resolved in New Mexico.

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.