Employee Restrictive Covenant Agreement

“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 only established customers of Employer from whom Employee solicited, with whom Employee had material contact, or for whom Employee had responsibility during the 12 months before termination of employment. Covered Customers do not include prospective customers or former customers.

“Covered Employees” means those employees and independent contractors of Employer with whom Employee worked, or whom Employee supervised or managed, during the 12 months before termination of employment. This defined class is bounded to colleagues Employee actually worked with rather than Employer's workforce generally.

“Protected Interests” means Employer's trade secrets, Confidential Information, company property, legally protected business information, and Employer's relationships with its established Covered Customers and its workforce.

“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.

“Direct Solicitation” means for Employee personally to initiate contact with, approach, induce, or encourage a Covered Customer for the purpose of selling to that Covered Customer goods or services, or a combination of goods and services, of the kind Employer provides, and thereby diverting that customer's business away from Employer. Direct Solicitation does not include indirect solicitation, passively receiving or responding to an inquiry that Employee did not initiate, responding to a general advertisement or an unsolicited approach, or continuing to serve a Covered Customer who follows Employee without any initiating contact by Employee.

“Solicit Employees” means for Employee, directly or indirectly, actively or inactively, to solicit, recruit, or induce a Covered Employee to leave Employer and to become an employee or independent contractor of another person or business. Solicit Employees does not include hiring a Covered Employee who applies on the Covered Employee's own initiative without any solicitation by Employee.

“Trade Secrets” means information that qualifies for protection as a trade secret under applicable law, including by the Oklahoma Uniform Trade Secrets Act, information that derives independent economic value, actual or potential, 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.

Employee acknowledges that the confidentiality, company-property, non-disparagement, and non-solicitation obligations in this agreement protect Employer's Protected Interests. Nothing in the customer or employee non-solicitation covenants bars Employee from working for a competitor or engaging in the same or a similar business as Employer. This agreement does not impose a covenant not to compete. This agreement is effective as of the Effective Date listed in Cover Terms. If Employee signs this agreement after Employee's employment with Employer has begun, Employer agrees to provide Employee fresh and identifiable consideration beyond continued employment, as recited or referenced in Cover Terms or in a separate writing. Employee acknowledges having had the opportunity to consult with independent legal counsel before signing 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 in perpetuity, for as long as the information remains a trade secret, as reflected in the Trade Secrets Duration in Cover Terms. Employee's obligations regarding other Confidential Information continue for the Other Confidential Information Duration specified in Cover Terms. These confidentiality and trade-secret protections must not be applied so broadly that observing them would effectively bar Employee from practicing Employee's occupation or working for another employer.

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 (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 specified in Cover Terms for Customer Non-Solicitation, Employee must not engage in Direct Solicitation of any Covered Customer. This covenant does not prohibit Employee from working for a competitor, competing with Employer generally, or doing business with a Covered Customer who approaches Employee without any Direct Solicitation by Employee.

During the Restricted Period specified in Cover Terms for Employee Non-Solicitation, Employee must not Solicit Employees as that term is defined. This covenant does not prohibit Employee from providing a professional reference on request, hiring a Covered Employee who applies on the Covered Employee's own initiative without solicitation by Employee, or working for a competitor.

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 other terms and conditions of employment as protected by Section 7 of the National Labor Relations Act, 29 U.S.C. § 157, or otherwise exercising rights protected by law.

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, including any restrictive covenant from a prior relationship, before Employee's first contact with any Covered Customer.

Employer may disclose the existence and terms of Employee's confidentiality, trade-secret, return-of-property, non-disparagement, customer non-solicitation, and employee anti-raiding obligations under this agreement to any prospective employer or business associate of Employee if Employer has a reasonable belief that Employee may breach those obligations. Any such disclosure is limited to the covenants that survive under Oklahoma law and does not extend to any covenant not to compete, which this agreement does not contain. Employee consents to this disclosure.

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 and any other remedies available under applicable law. If a party prevails in an action to enforce a lawful obligation under this agreement, the non-prevailing party must reimburse the prevailing party's reasonable attorney's fees and costs to the extent permitted by applicable law.

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 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. Nothing survives that this agreement does not lawfully contain, including any covenant not to compete.

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. Assignment does not expand the scope or duration of any covenant.

This agreement is governed by the law listed in Cover Terms. Any dispute arising under or relating to this agreement is subject to the venue listed in Cover Terms.

This agreement constitutes the entire agreement between the parties regarding its subject matter and supersedes all prior agreements, understandings, and negotiations on this subject, whether written or verbal. 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.