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 and excluding the general skills, knowledge, and experience Employee acquired during employment.

“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 and who hold Confidential Information or specialized, hard-to-replace value in which Employer has a legitimate protectable interest. This class is limited to such employees and does not extend to Employer's workforce at large.

“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 the legitimate business interests an Indiana covenant may protect, namely Employer's Confidential Information, Employer's trade secrets as defined by the Indiana Uniform Trade Secrets Act (Ind. Code § 24-2-3-2), Employer's goodwill in its customer, vendor, referral-source, and business-partner relationships, and Employer's established customer relationships, but not Employer's interest in avoiding ordinary competition and not the general skills or routine industry knowledge of Employee.

“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, 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. This is a standalone, severable definition, so that if any part of it is not enforced the remainder stands on its own.

“Trade Secrets” has the meaning given in the Indiana Uniform Trade Secrets Act, Ind. Code § 24-2-3-2.

Employer and Employee acknowledge that each restrictive covenant in this agreement is intended to protect one or more of Employer's Protected Interests and to impose no restraint greater than is required for that protection. The parties acknowledge that each covenant is meant to guard Employer's Confidential Information, trade secrets, and established customer relationships and goodwill, and not to suppress ordinary competition or to restrain Employee's general skills and routine industry knowledge, which are not protectable. The parties intend each covenant to be no greater in time, activity, and geographic area than is required to protect the Protected Interests it serves. Employer would not provide Employee with access to these Protected Interests absent the protections in this agreement. If this agreement arises ancillary to the sale of a business or of an owner's equity interest, the parties acknowledge that such covenants are subject to a more liberal, buyer-favoring enforcement standard than covenants in an ordinary employment relationship.

The parties acknowledge that this agreement is supported by adequate consideration. If Employee is an existing at-will employee, the parties agree that Employee's continued employment can serve as consideration for the covenants in this agreement, including where an at-will employee is asked to sign a new non-competition agreement as a condition of continued employment; no separate payment, raise, or promotion is required. If this agreement is signed at the outset of employment, the offer and commencement of employment is the consideration. Employee acknowledges having had the opportunity to consult with independent legal counsel before signing this agreement. Employee acknowledges that the restrictions in this agreement are reasonable and necessary to protect Employer's Protected Interests, and that each covenant is intended to be independently reasonable in time, activity, and geographic area rather than to rest on the sufficiency of consideration alone. This agreement is effective as of the Effective Date listed in Cover Terms, which also fixes the execution date that selects the governing physician statutory layer.

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 is intended to operate alongside, and independent of, any restrictive covenant, and does not restrict Employee's use of the general knowledge, skill, and experience Employee acquired during employment. This confidentiality and trade-secret protection stands on its own and is not diminished by the unenforceability of any covenant.

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 (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. This notice is provided as required by 18 U.S.C. § 1833(b)(3)(A) in a contract governing the use of a trade secret or other confidential information.

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. The parties intend that these return, deletion, and certification mechanics serve as part of Employer's efforts reasonable under the circumstances to maintain the secrecy of its trade secrets.

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 reaches only Covered Employees — a class limited to workers in whom Employer holds a legitimate protectable interest — during the Restricted Period. The limiting look-back in the Covered Employees definition is stated as a separate, severable, independently reasonable unit.

During the Restricted Period, Employee must not Solicit the business of any Covered Customer. This covenant reaches only Covered Customers with whom Employee had material contact or about whom Employee held Confidential Information, tying it to the legitimate interest that justifies it. This covenant maps directly onto Employer's customer-goodwill interest and operates together with the confidentiality and trade-secret protections in this agreement. It is drafted as its own severable unit so that a court addressing it does not disturb the other covenants.

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 is broader than non-solicitation because it applies even if the Covered Customer approaches Employee. It is sized to the goodwill it protects, reaches only Covered Customers with whom Employee had material contact, and is drafted severably from the narrower non-solicitation covenant so that the narrower clause survives if the broader one is not enforced.

During the Restricted Period, Employee must not, within the Restricted Territory, engage in the same activities Employee actually performed for Employer on behalf of a Competitive Business. This covenant restrains only the activity Employee performed for Employer and does not bar Employee from working for a competitor in any capacity, including roles unrelated to any Protected Interest. This covenant exists to protect Employer's Protected Interests — its Confidential Information, trade secrets, and established customer relationships and goodwill — and not to restrain ordinary competition. The parties intend this covenant to be no greater than is required for the protection of Employer, with its activity, time, and territory sized to Employee's actual role and Employer's actual market. If Employer has identified specific competitors in Cover Terms under Specified Competitors, the parties intend this covenant to be understood and, if necessary, enforced as limited to those named competitors, with each discrete list entry stated as a separately severable part. The activity restriction, the duration, the territory, and any named-competitor limit are each stated as separate, grammatically severable units so that a court striking one part leaves a working restraint. Passive Public Holdings are permitted.

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 primarily targets active or material ownership in private competitors. Because this covenant restrains active roles at and material participation in a Competitive Business, it is a post-employment restraint that connects to a Protected Interest rather than to a general wish to keep Employee's capital out of the industry, and is drawn no broader than necessary and as a severable unit. 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 physician, any covenant restraining Employee from the practice of medicine is governed by Indiana's physician statute stack, which is layered by the execution date in Cover Terms, and the parties intend the covenant to be enforced only as that stack permits.

First, for a physician noncompete entered on or after July 1, 2020, the covenant is enforceable only if it includes all of the provisions Indiana Code § 25-22.5-5.5-2 requires, including a provision giving the physician, after the physician's employment terminates or the contract expires, the option to purchase a complete and final release from the terms of the covenant at a reasonable price. The statute does not define a reasonable price, so the parties state the price or price mechanism in Cover Terms under Release Buyout Price rather than leaving the term open. A physician noncompete within the chapter is also unenforceable where Employer terminates the physician's employment without cause (Ind. Code § 25-22.5-5.5-2(b)(1)).

Second, if Employee is a primary care physician, this agreement does not include and the parties may not enter a noncompete covenant restraining Employee, for any covenant entered on or after July 1, 2023: notwithstanding any other law, a primary care physician and an employer may not enter into a noncompete agreement (Ind. Code § 25-22.5-5.5-2.5(b)). The ban is categorical for that class; no buyout provision or reasonableness showing revives it.

Third, if Employer is a hospital, a parent company of a hospital, an affiliated manager of a hospital, or a hospital system, this agreement does not include and the parties may not enter a noncompete covenant with Employee, for any covenant entered on or after July 1, 2025, and any agreement in violation of that section is void and unenforceable (Ind. Code § 25-22.5-5.5-2.3). For such a hospital employer, the statute preserves only trade-secret nondisclosure agreements, a non-solicitation of current employees lasting no more than one year that does not restrict patient interactions, patient referrals, clinical collaboration, or the physician's professional relationships, and covenants tied to the physician's sale of a practice the physician majority-owned.

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. Any such disclosure is limited to factual information about the existence and terms of this agreement.

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. This extension is a separate, severable provision tied to the duration of an actual breach, and the parties do not intend an open-ended or indefinite extension.

This agreement does not stipulate a fixed sum of liquidated damages for breach of the restrictive covenants. If the parties elect to add a liquidated-damages provision, any stipulated sum is tied to a documented, reasonable estimate of the anticipated loss from the specific breach it prices, is not grossly disproportionate to that loss, and is drafted as its own severable term so that it does not endanger the covenants it accompanies.

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, including relief under the Indiana Uniform Trade Secrets Act for actual or threatened misappropriation of a trade secret independent of any covenant. If the parties add a prevailing-party attorney's fee provision, they intend it to run to whichever party prevails rather than to Employer alone.

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 is intended to be independently enforceable, so that a court's refusal to enforce one covenant does not affect the others. The parties draft each activity restriction, customer class, territory tier, and duration as its own grammatically severable unit so that a court striking a divisible offending part leaves a reasonable, enforceable restriction behind.

The parties do not rely on any reformation, modification, or savings clause to cure an overbroad covenant, and they intend each restraint to be enforceable as written rather than in reliance on judicial revision. The parties do not intend any court to add, change, or rearrange terms to save an unenforceable covenant, and they do not rely on any contract language purporting to give a court that power. Accordingly, each restrictive covenant is drawn from the start as a tiered, severable, independently reasonable restraint sized to the Protected Interests, so that any unreasonable portion can be excised while a reasonable restriction remains.

Each restrictive covenant in this agreement survives the termination of Employee's employment for the Restricted Period specified in Cover Terms, with each covenant's clock stated separately so it is independently checkable. Obligations under the Confidential Information and Trade Secret Protection section survive indefinitely to the extent they relate to trade secrets. All other provisions survive to the extent necessary to enforce rights that arose during employment. Each covenant's duration stands on its own as a separate, severable term rather than as a single bundled survival clause.

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. The parties intend that a successor may enforce these covenants only to protect a Protected Interest the successor holds as its own, and the assignment does not enlarge the scope of any covenant.

This agreement is governed by the law listed in Cover Terms. Each restrictive covenant is drafted to satisfy the reasonableness standard of the Governing Law state rather than to escape it, and the parties intend that the governing-law and venue choices match where Employee actually lives and works. 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. The parties intend that any amendment state which covenant survives, and that an amendment reset the execution date only where the parties expressly so provide.