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, competitively sensitive confidential business or professional information that would not qualify as a trade secret, product development plans, product launch plans, marketing strategy, sales plans, customer lists, and pricing, but excluding information that becomes public through no fault of Employee.

“Covered Customers” means customers of Employer with whom Employee had an active or ongoing relationship — including material contact or responsibility — during the 12 months before termination of employment, and does not include former or merely incidental patrons.

“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 and competitively sensitive Confidential Information, including product development plans, product launch plans, marketing strategy, and sales plans.

“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, encourage, or provide Confidential Information to 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 qualifying as a trade secret under applicable law.

Employer and Employee acknowledge that each restrictive covenant in this agreement is ancillary to a valid employment relationship and protects one or more of Employer's Protected Interests. Employee will receive access to Employer's Protected Interests, and Employer would not provide that access absent the protections in this agreement. Employee acknowledges that the covenants are reasonable and necessary to protect Employer's Protected Interests.

If this agreement includes a covenant not to compete, Employee acknowledges either that Employee received a written employment offer stating that the covenant was required at least two weeks before employment began or that Employee enters into the covenant upon a bona fide advancement. Employer has advised Employee that Employee may consult with an attorney before entering into this agreement. Employee acknowledges that the restrictions in this agreement are reasonable and necessary to protect Employer's Protected Interests. 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 in perpetuity. Employee's obligations regarding other Confidential Information continue for the period specified in Cover Terms. Nothing in this section, and nothing in this agreement, restricts the right of Employer to protect trade secrets or other proprietary information by injunction or any other lawful means under other applicable laws.

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, the Oregon Bureau of Labor and Industries, 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; (d) disclosing or discussing conduct that constitutes discrimination, harassment, or sexual assault, as protected Under the Oregon Workplace Fairness Act, ORS 659A.370; (e) testifying truthfully in legal proceedings; 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. Employer will provide Employee a signed copy of any noncompetition covenant within 30 days after termination.

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. This restriction applies only to Covered Employees during the Restricted Period (ORS 653.295(5)(b)).

During the Restricted Period, Employee must not Solicit the business of any Covered Customer. The Covered Customers class is limited to customers with an active or ongoing relationship with Employer and does not include former or merely incidental patrons.

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. This restriction applies only to Covered Customers with an active or ongoing relationship with Employer and excludes former or incidental patrons.

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 restriction is subject to the same conditions and Restricted Period as the Non-Competition covenant. 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, exercising rights protected by law, or disclosing or discussing conduct that constitutes discrimination, harassment, or sexual assault. Under the Oregon Workplace Fairness Act, ORS 659A.370(1), no provision of this agreement has the purpose or effect of preventing Employee from disclosing or discussing such conduct.

Notwithstanding any other provision of this agreement, no nondisclosure provision, nondisparagement provision, or other provision of this agreement has the purpose or effect of preventing Employee — as a former, current, or prospective employee — from disclosing or discussing conduct that constitutes discrimination prohibited by ORS 659A.030 (including conduct that constitutes sexual assault) or by ORS 659A.082 or 659A.112, that occurred between employees, or between an employer and an employee, in the workplace or at a work-related event, or off the employment premises, as provided in ORS 659A.370(1). Confidentiality obligations under this agreement remain scoped to Employer's trade-secret and proprietary-information interests.

No covenant in this agreement restricts Employee's practice of medicine or nursing where applicable law prohibits that restriction.

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 if Employer has a reasonable belief that Employee may breach an enforceable restrictive covenant in this agreement. Employee consents to disclosure permitted by this section.

If Employee breaches a restrictive covenant other than the non-compete, the Restricted Period for that covenant is extended by one day for each day of the breach. Tolling will not extend the non-compete beyond 12 months after termination.

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 lawful relief to protect its Trade Secrets and proprietary information. The prevailing party in an enforcement action is entitled to reasonable attorney fees, costs, and disbursements.

Each restrictive covenant in this agreement survives the termination of Employee's employment for the Restricted Period specified in Cover Terms. The non-compete expires no later than 12 months after termination. 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. Assignment does not expand a covenant or eliminate any condition applicable to its enforcement. 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. Oregon law governs to the extent required by non-waivable law. 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. Any amendment introducing or expanding a non-compete is effective only if executed in connection with a bona fide advancement or other formation event permitted by applicable law. This agreement may otherwise 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.