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.

“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, genuinely confidential information, special customer relationships, workforce stability, and specialized training that provides skills beyond those of a general nature when combined with one or more of those other interests.

“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 actively initiate contact with a person or entity in order to induce, encourage, or provide Confidential Information to that person or entity for the purpose of diverting business away from Employer or of recruiting a Covered Employee. Solicit requires an active initiation of contact and does not include responding to general advertisements or unsolicited inquiries not initiated by Employee, and the mere fact that a former coworker terminates employment and later joins Employee's new venture does not by itself constitute Soliciting that coworker.

“Trade Secrets” means Employer's non-public information that derives independent economic value from not being generally known or readily ascertainable and that Employer takes reasonable measures to keep secret.

Each restrictive covenant in this agreement protects one or more of Employer's Protected Interests and is reasonably limited in scope and duration.

Employee has had the opportunity to review this agreement and to consult with an attorney of Employee's choosing before signing. Employer provides Employee's employment or continued employment, compensation, and access to Employer's Confidential Information and Trade Secrets in exchange for Employee's 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 applicable law, including Section 7 of the National Labor Relations Act; (d) testifying truthfully in legal proceedings; (e) making any disclosure required by law, court order, or a government investigation, with notice to Employer where lawful; or (f) filing a sealed complaint in court using Confidential Information without liability. Pursuant to the Defend Trade Secrets Act (18 U.S.C. section 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, and the mere fact that a Covered Employee terminates employment and later joins Employee's new venture is not by itself a violation. This covenant does not apply if Employer is a technology business as indicated in Cover Terms.

During the Restricted Period, Employee must not Solicit the business of any Covered Customer. This restriction applies only when Employee actively initiates the contact.

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 engage in, be employed by, consult for, or have an active ownership interest in any Competitive Business within the Restricted Territory. Passive Public Holdings are permitted. This covenant does not apply if Employer is a technology business as indicated in Cover Terms.

Where Employer has identified specific competitors in Cover Terms under Specified Competitors, the non-competition covenant is limited to those Specified Competitors.

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. 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 Employer is a technology business as indicated in Cover Terms, the non-competition and employee non-solicitation covenants do not apply. The Confidential Information and Trade Secret Protection covenant remains in effect.

If Employee enters into a covenant as the transferor of a business in connection with its sale, that covenant is limited to the area and period stated in the applicable sale agreement.

No separate physician-specific restriction applies under this agreement.

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 only where Employer has a reasonable belief that Employee may breach an obligation then in effect under this agreement.

If Employee breaches any restrictive covenant in this agreement, Employer may seek to extend the Restricted Period for that covenant by the period of the breach to the extent permitted by law.

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 in addition to any other remedies available at 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 for that covenant. Obligations under the Confidential Information and Trade Secret Protection section survive for as long as the 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 to any affiliate, successor, or acquirer of all or substantially all of Employer's business or assets. Any assignee takes subject to this agreement's existing limitations. 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. For a Hawaii employment relationship the parties select Hawaii law and a Hawaii forum. 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.