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 the legitimate business interests an Iowa covenant may protect under the three-prong reasonableness test, namely Employer's Confidential Information, Employer's trade secrets as defined by the Iowa Uniform Trade Secrets Act (Iowa Code § 550.2), and Employer's goodwill in its customer, vendor, referral-source, and business-partner relationships — including Employee's close proximity to customers and access to information peculiar to Employer's business — but not Employer's interest in avoiding ordinary competition and not the general skill and knowledge Employee acquired through experience or instruction on the job.

“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” has the meaning given in the Iowa Uniform Trade Secrets Act, Iowa Code § 550.2.

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 reasonably necessary for that protection. The parties acknowledge that each covenant is meant to guard Employer's Confidential Information, trade secrets, and customer goodwill, and not to eliminate ordinary competition or to preclude Employee from using the general skill and knowledge Employee acquired on the job. Each covenant is intended to be reasonably necessary for the protection of Employer, not unreasonably restrictive of Employee, and not prejudicial to the public interest, and to be reasonable in time, territory, and scope, to impose no undue hardship on Employee, and to cause no injury to the public.

The parties acknowledge that this agreement is supported by adequate consideration. If Employee is an existing employee, the parties agree that, in exchange for Employee's assent to the covenants in this agreement, Employer continues Employee's employment, and continued employment for an indefinite period is sufficient consideration to support a covenant not to compete, even when the covenant is signed after employment begins; 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 understands that adequate consideration establishes only that the covenants are supported at formation, not that they are reasonable — each covenant must independently be reasonable in time, territory, and scope, and continued employment sufficient as consideration does not by itself make an unreasonable covenant enforceable. 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, 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 through experience or instruction 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 (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. The parties intend that these return, deletion, and certification mechanics form part of Employer's reasonable efforts 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 restriction reaches only Covered Employees during the Restricted Period and is no broader than necessary to protect Employer's workforce stability and goodwill.

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 and is no broader than necessary to protect Employer's goodwill in its customer relationships. Where Employee is a licensed mental health professional, this covenant does not restrict Employee from contacting for professional services a person Employee previously treated (Iowa Code § 147.161).

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 even if the Covered Customer approaches Employee, so it is sized to the goodwill it protects and reaches only Covered Customers with whom Employee had material 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. This covenant exists to protect Employer's Protected Interests — its Confidential Information, trade secrets, and customer goodwill — and not to restrain ordinary competition or to preclude Employee from using the general skill and knowledge acquired on the job. The parties intend this covenant to be reasonably necessary for the protection of Employer, not unreasonably restrictive of Employee, and not prejudicial to the public interest, with its 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. Where Employee is an independent contractor, this covenant does not require Employee to forsake customers Employee brought to the relationship. 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 drawn no broader than necessary to protect Employer's Protected Interests. 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.

This agreement yields to the following occupation- and sector-specific rules to the extent any applies. First, if Employee is a licensed mental health professional, this agreement does not limit the location at which Employee may practice, does not prohibit Employee from contacting for professional services a person Employee previously treated, and does not impose a time restriction on Employee's practice (Iowa Code § 147.161). Second, if Employer is a health-care employment agency and Employee is an agency worker, this agreement does not include any noncompete clause restricting Employee's employment opportunities and does not require liquidated damages, employment fees, or other compensation if Employee is later hired as a permanent employee of a health care entity (Iowa Code § 135Q.2). Third, if this agreement is an employment contract between the University of Iowa Hospitals and Clinics and an advanced registered nurse practitioner, licensed practical nurse, pharmacist, physician, physician assistant, or registered nurse, it does not include a noncompete clause (Iowa Code § 262.9(43)). Any covenant that would conflict with one of these rules is deemed excluded to the extent of the conflict.

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 parties intend that the Restricted Period for that covenant be 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 itself part of the restraint's duration; the parties do not intend an open-ended or indefinite extension and do not assume a court will revive an expired covenant.

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 and damages available under the Iowa Uniform Trade Secrets Act, Iowa Code §§ 550.3–550.4.

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, or a court's decision to enforce a covenant only to a reasonable extent, does not affect the others.

Employer requests partial enforcement if any restraint in this agreement is found to be overbroad. No covenant in this agreement is placed here for any reason other than to protect Employer's legitimate interests. Each restrictive covenant in this agreement is drawn as a tiered, severable, reasonable restraint sized to the Protected Interests from the start and is intended to be enforceable as written rather than in reliance on judicial revision.

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 indefinitely to the extent they relate to trade secrets. Each covenant's survival is stated independently so that a defensible restraint is not bundled with a broader one. 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. 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. The parties intend that the governing-law and venue choices match where Employee actually lives and works.

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.