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 with whom Employee had material contact or for whom Employee had responsibility during the 12 months before termination of employment, and does not include any customer, vendor, referral source, or business partner whose relationship with Employer predated Employee's 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 Confidential Information, Employer's trade secrets, Employer's goodwill in its customer, vendor, referral-source, and business-partner relationships, and the specialized training, skills, and carefully guarded methods of doing business that Employer provides to Employee, but not Employer's interest in avoiding 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 affirmatively contact, approach, induce, encourage, or entice a person or entity, directed at a Covered Customer or Covered Employee, for the purpose of diverting business away from Employer or of recruiting a Covered Employee, and does not include Employee's mere acceptance of business from a Covered Customer who seeks Employee out, responding to general advertisements, or responding to unsolicited inquiries not initiated by Employee.

“Trade Secrets” means information that qualifies for trade-secret protection under applicable Pennsylvania and federal law, including the Pennsylvania Uniform Trade Secrets Act, for as long as the information continues to derive independent economic value from not being generally known and remains the subject of reasonable efforts to maintain its secrecy.

Employer and Employee acknowledge that each restrictive covenant in this agreement is ancillary to the employment relationship between them and is supported by adequate consideration. Employee will receive access to Employer's Confidential Information and trade secrets and will develop customer relationships and goodwill on Employer's behalf, and Employer would not provide Employee with access to these Protected Interests absent the protections in this agreement. The parties acknowledge that each covenant is intended to protect one or more of Employer's Protected Interests and not to eliminate ordinary competition, that each covenant imposes no restraint greater than is reasonably necessary for that protection, and that each covenant is reasonably limited in duration and geographic extent.

This agreement is effective as of the Effective Date listed in Cover Terms. If this agreement is signed at the outset of employment, the offer and commencement of employment is the consideration for the covenants in this agreement. If Employee signs after employment has begun, Employer will provide the new consideration described in Cover Terms under New Consideration for a Mid-Employment Covenant. 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. Employee's obligations regarding other Confidential Information continue for the period specified in Cover Terms. This confidentiality obligation operates alongside, and independent of, each restrictive covenant in this agreement, and does not restrict Employee's use of the general knowledge, skill, and experience Employee acquired during employment.

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 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.

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 covenant is included to protect Employer's Protected Interests, including its workforce stability and goodwill, and is drawn no broader than reasonably necessary to protect them.

During the Restricted Period, Employee must not Solicit the business of any Covered Customer within the Restricted Territory. This covenant restrains only Employee's affirmative outreach: Employee's mere acceptance of business from a Covered Customer who seeks Employee out is not a breach. The covenant reaches only Covered Customers with whom Employee had material contact and does not reach customers whose relationships with Employer predated Employee's employment. This covenant is included to protect Employer's goodwill in its customer relationships and is drawn no broader than reasonably necessary to protect it.

During the Restricted Period, Employee must not accept, service, or do business with any Covered Customer within the Restricted Territory, regardless of whether Employee or the Covered Customer first initiated contact. This covenant reaches only Covered Customers with whom Employee had material contact, and is included to protect Employer's goodwill in its customer relationships and drawn no broader than reasonably necessary to protect it.

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 is included to protect Employer's Protected Interests and is drawn no broader than reasonably necessary to protect them. 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 rights protected under Section 7 of the National Labor Relations Act.

If Employee is a health care practitioner covered by the Fair Contracting for Health Care Practitioners Act — a medical doctor, a doctor of osteopathy, a certified registered nurse anesthetist, a certified registered nurse practitioner, or a physician assistant — then, notwithstanding any other provision of this agreement: (a) no noncompete covenant in this agreement restrains Employee for more than one year; (b) no noncompete covenant in this agreement is enforceable by Employer if Employer dismissed Employee; and (c) nothing in this agreement treats Employee's departure or destination as Confidential Information that Employer may not communicate to patients, and nothing in this agreement restricts or delays any notice to patients that applicable law requires Employer to provide. If any other provision of this agreement conflicts with this section, this section controls.

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 any prospective employer or business associate of Employee if Employer has a reasonable belief that Employee may breach this agreement. Employee consents to this disclosure.

If Employee breaches any restrictive covenant in this agreement, the Restricted Period for that covenant is extended by one day for each day of the breach, so that the full duration of the restriction runs from the date the breach ends. Any extension under this section is limited to the duration of the actual breach, and the parties do not intend any open-ended or indefinite extension.

Employee acknowledges that a breach of this agreement may cause Employer irreparable harm for which money damages would be inadequate, and that Employer may seek injunctive or other equitable relief in addition to any other remedies available at law. Any provision for attorney's fees and costs applies to the prevailing party on a mutual basis.

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 for that covenant, independently of every other covenant. Obligations under the Confidential Information and Trade Secret Protection section survive for 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, expressly including each restrictive covenant in it, to any affiliate, successor, or acquirer of all or substantially all of Employer's business or assets, whether by sale of assets or otherwise. 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. 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.