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 and prospective customers that Employee solicited, produced, or serviced, directly or indirectly, or about whom Employee had confidential business or proprietary information or trade secrets, in the course of Employee's relationship with the customer during the 12 months before termination of employment, tracking the material contact customer concept of the Kansas Restraint of Trade Act (K.S.A. 50-163(g)(2)).

“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 a Kansas covenant may protect under the four-factor Weber v. Tillman reasonableness test, namely Employer's Confidential Information, Employer's trade secrets as defined by the Kansas Uniform Trade Secrets Act (K.S.A. 60-3320(4)), Employer's goodwill in its customer, vendor, and business-partner relationships, and, for a professional practice, Employer's referral sources, 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 solicit, recruit, induce, persuade, encourage, direct, or otherwise interfere with, directly or indirectly, a person or entity, tracking the statutory verb list of the Kansas Restraint of Trade Act (K.S.A. 50-163(c)(5)), but does not include responding to general advertisements or unsolicited inquiries not initiated by Employee.

“Trade Secrets” has the meaning given in the Kansas Uniform Trade Secrets Act, K.S.A. 60-3320(4).

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. Under Kansas law, a non-competition covenant ancillary to an employment contract is valid and enforceable if the restraint is reasonable under the circumstances and not adverse to the public welfare (Weber v. Tillman, 259 Kan. 457, 913 P.2d 84 (1996)). Reasonableness is judged on four factors: whether the covenant protects a legitimate business interest of Employer, whether it creates an undue burden on Employee, whether it is injurious to the public welfare, and whether its time and territorial limitations are reasonable. The parties acknowledge that each covenant is meant to guard Employer's Confidential Information, trade secrets, customer goodwill, and referral sources and not to eliminate ordinary competition, that Employer carries the burden of showing each restraint is reasonable, and that Employer would not provide Employee with access to these Protected Interests absent the protections in this agreement. Each covenant is intended to be reasonable in time, territory, and scope, to impose no undue hardship on Employee, and to cause no injury to the public welfare.

The parties acknowledge that this agreement is supported by adequate consideration. If Employee is an existing at-will employee, the parties agree that Employer's continued employment of Employee is itself sufficient consideration for the covenants in this agreement, and that continued employment should not as a matter of law be disregarded as consideration sufficient to uphold a covenant not to compete under Puritan-Bennett Corp. v. Richter, 8 Kan. App. 2d 311, 657 P.2d 589 (1983); 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, not that they are reasonable — each covenant must independently satisfy the four-factor Weber reasonableness test on legitimate interest, undue burden, public welfare, and reasonable time and territory. 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. Trade secrets are protected under Kansas law, including the Kansas Uniform Trade Secrets Act, K.S.A. 60-3320 through 60-3330, which defines a trade secret by its independent economic value, actual or potential, from not being generally known to and not being readily ascertainable by proper means by others who can obtain economic value from its disclosure or use, and by efforts that are reasonable under the circumstances to maintain its secrecy (K.S.A. 60-3320(4)). Because the Kansas Uniform Trade Secrets Act does not affect contractual remedies, whether or not based upon misappropriation of a trade secret (K.S.A. 60-3326(b)(1)), this confidentiality obligation is the operative protection for customer lists, pricing, and know-how that falls short of statutory trade-secret status. 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.

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 serve as part of Employer's efforts reasonable under the circumstances to maintain the secrecy of its trade secrets, as contemplated by the Kansas Uniform Trade Secrets Act (K.S.A. 60-3320(4)).

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. The Kansas Restraint of Trade Act safe harbors run to customer solicitation and owner covenants and do not create a conclusive presumption for an employer-employee coworker no-recruit covenant, so this covenant is drawn to stand on ordinary reasonableness under K.S.A. 50-163(c)(1): as the lightest restraint in this agreement it reaches only Covered Employees during the Restricted Period, 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, including any reduction, termination, acceptance, or transfer of any Covered Customer's business, in whole or in part, for the purpose of providing any product or service that is competitive with those provided by Employer. This covenant is drawn to the K.S.A. 50-163(c)(5) safe harbor: it is limited to Covered Customers, which track the statutory material contact customer definition, and — where its Restricted Period in Cover Terms does not exceed two years following the end of Employee's employment — it is intended to be conclusively presumed enforceable and not a restraint of trade. Even inside the safe harbor, K.S.A. 50-163(c)(7) preserves any defense available to Employee at law or in equity. This covenant maps directly onto Employer's customer-goodwill interest and, together with the confidentiality and trade-secret protections in this agreement, is often a stronger and more readily enforceable protection than a broad non-compete.

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. The K.S.A. 50-163(c)(5) safe harbor reaches acceptance and transfer of a customer's business and not merely outreach, so — where limited to Covered Customers and capped in Cover Terms at no more than two years following the end of Employee's employment — this covenant is intended to ride the same conclusive presumption as the customer non-solicitation covenant, and it is sized tightly to the goodwill it protects.

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, customer goodwill, and referral sources — and not to restrain ordinary competition. Consistent with the four-factor Weber v. Tillman reasonableness test, the parties intend this covenant to protect a legitimate business interest of Employer, to impose no undue burden on Employee, to cause no injury to the public welfare, and to keep its time and territory reasonable and sized to Employee's actual role and Employer's actual market. The Kansas Restraint of Trade Act excludes covenants not to compete (K.S.A. 50-163(e)(6)), so this covenant does not rely on that Act's conclusive presumptions or its mandatory reformation command; it stands or falls on the common-law reasonableness test. 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, because a restraint bound to named competitors is strong evidence that it is no greater than required. 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 analyzed under the four-factor Weber reasonableness test and 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.

If Employee is a physician or other health care practitioner, any covenant in this agreement restraining Employee from the practice of the profession is evaluated under Kansas's ordinary four-factor Weber reasonableness test and not under any healthcare-specific ban, because Kansas has no statute banning physician or health care non-competes. Kansas courts apply ordinary covenant law to medical practices and recognize that referral sources are a legitimate interest which can be protected by a restrictive covenant even in the context of a medical practice (Idbeis v. Wichita Surgical Specialists, P.A., 279 Kan. 755, 112 P.3d 81 (2005)). Accordingly, any physician covenant in this agreement is intended to use a reasonable radius and a reasonable term, to preserve patient access and continuity of care as part of the public-welfare factor, and to be enforced only to the extent it survives the four-factor reasonableness analysis. This agreement does not assume any pending legislation; a 2025–2026 proposal to ban most physician non-competes died without becoming law.

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. Employer acknowledges that a notice built on a covenant that a Kansas court later narrows or declines to enforce under the Weber reasonableness test may expose Employer to a claim, and that it should condition any such notice on a restraint it is prepared to defend on all four factors — which in Kansas may be a narrowed version of the covenant as written.

The Restricted Period for each covenant is a defined, fixed term running from the date Employee's employment ends, as specified in Cover Terms. The parties do not intend, and this agreement does not provide for, any extension of the Restricted Period during a breach or during enforcement litigation. The only Kansas appellate decision on point declined to enforce a tolling provision, reasoning that while a two-year period was a reasonable restriction, an indefinite extension of that period was not a reasonable restraint (Doan Family Corp. v. Arnberger, 522 P.3d 364 (Kan. Ct. App. 2022)). Consistent with that decision, Employer's remedy for competition during the Restricted Period is damages and injunctive relief, not added time; the Restricted Period is not extended, tolled, or suspended by any breach or dispute.

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 Kansas Uniform Trade Secrets Act, under which actual or threatened misappropriation of a trade secret may be enjoined independent of any covenant, and which is the exclusive remedy for trade-secret misappropriation, preempting tort claims for that recovery (Wolfe Electric, Inc. v. Duckworth, 293 Kan. 375, 266 P.3d 516 (2011)). Employee further acknowledges that Kansas appellate courts exercise unlimited review when determining whether a noncompete clause in an employment contract is enforceable as written (Doan Family Corp. v. Arnberger, 522 P.3d 364 (Kan. Ct. App. 2022)), so a recital of irreparable harm smooths the path to relief but does not substitute for a covenant that survives the four-factor Weber test. If the agreement is silent on fees, the American Rule applies; any fee provision the parties add should be mutual and prevailing-party in form.

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.

Kansas courts exercise their equitable powers to reduce an overbroad restraint to only what is necessary to protect the employer's interest and to enforce the covenant as reduced (Eastern Distributing Co. v. Flynn, 222 Kan. 666, 567 P.2d 1371 (1977)); Employer therefore requests that a court narrow any restraint in this agreement found to be overbroad and enforce it as narrowed. Two limits shape this request. First, that power reaches only unreasonable terms: because a reasonable term is enforced as written, a court has no discretion to rewrite a term that is already reasonable (Doan Family Corp. v. Arnberger, 522 P.3d 364 (Kan. Ct. App. 2022)). Second, the mandatory modify-and-enforce command of the Kansas Restraint of Trade Act (K.S.A. 50-163(b)) operates only on covenants the Act governs, and the Act excludes covenants not to compete (K.S.A. 50-163(e)(6)); for a traditional non-compete the operative narrowing authority is the common-law equity power, not the statute. Accordingly, 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, because an employer that overreaches risks receiving only the minimum relief a court considers necessary.

Each restrictive covenant in this agreement survives the termination of Employee's employment for the Restricted Period specified in Cover Terms, so that each covenant's clock is independently checkable against its own reasonableness analysis. 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.

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 note that in a sale of the business the Kansas covenant landscape shifts with the signer: solicitation covenants signed by an owner or seller of any part of a business entity's assets or equity are conclusively presumed enforceable for up to four years following the end of the owner's business relationship under K.S.A. 50-163(c)(2) and (c)(3), a longer runway than the two-year employee clock, so an acquirer protecting purchased goodwill should paper sellers as owners rather than rely on assigned employee covenants alone.

This agreement is governed by the law listed in Cover Terms. Where Kansas law governs, the enforceability of each restrictive covenant not to compete is determined under the common-law four-factor reasonableness test of Weber v. Tillman and its progeny, while the enumerated solicitation and owner covenants may qualify for the conclusive-presumption safe harbors of the Kansas Restraint of Trade Act (K.S.A. 50-163). Kansas has no statute overriding the parties' choice of law for restrictive covenants, so this selection does real work in deciding whether the Weber framework and the K.S.A. 50-163 safe harbors govern at all. 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; the parties intend this merger clause to name which covenant instrument survives, because continued employment alone supports a covenant signed after hire in Kansas and a superseded agreement should not remain live alongside its replacement. 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.