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 a Kentucky covenant may protect under the common-law fair-protection standard, namely Employer's Confidential Information, Employer's trade secrets as defined by the Kentucky Uniform Trade Secrets Act (KRS 365.880(4)), and Employer's goodwill in its customer, vendor, referral-source, and business-partner relationships, 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 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 Kentucky Uniform Trade Secrets Act, KRS 365.880(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. Kentucky has no general non-compete statute; enforceability is governed by the common-law reasonableness standard restated in Kegel v. Tillotson, 297 S.W.3d 908 (Ky. App. 2009), under which a restraint of trade is reasonable only if, on consideration of the subject, the nature of the business, the situation of the parties, and the circumstances of the particular case, the restriction affords only fair protection to the interests of the covenantee and is not so large as to interfere with the public interests or impose undue hardship on the party restricted. 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, 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.

The parties acknowledge that this agreement is supported by valid consideration and record the timing of execution relative to the start of employment in Cover Terms. If this agreement is signed at the outset of employment, the offer and commencement of employment is itself adequate consideration for the covenants. If Employee is an existing employee at the time of signing — that is, if the agreement is signed after employment began — the covenants must be supported by independent, new consideration beyond continued at-will employment, because under Charles T. Creech, Inc. v. Brown, 433 S.W.3d 345 (Ky. 2014), a covenant signed by a current employee who receives nothing new fails for lack of consideration where the employer forbears no legal right and the employee gains no new benefit. For any such mid-employment covenant, the specific new value exchanged — for example a bonus, a raise, a promotion, or specialized training — is identified in Cover Terms under New Consideration Provided and was actually delivered to Employee; the parties acknowledge that a bare recital of consideration does not, by itself, cure a missing exchange under Creech, and this agreement does not rely on recital language alone to supply consideration for a mid-employment covenant. 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 valid consideration establishes only that the covenants are supported, not that they are reasonable — each covenant must independently satisfy the Kegel fair-protection standard on time, territory, and scope. 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 Kentucky law, including the Kentucky Uniform Trade Secrets Act, KRS 365.880 through 365.900, which defines a trade secret by its independent economic value from not being generally known and by efforts that are reasonable under the circumstances to maintain its secrecy (KRS 365.880(4)). 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 KRS 365.880(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. No Kentucky statute speaks to employee non-solicits, so as the lightest restraint in this agreement this covenant is analyzed under the Kegel fair-protection standard and 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. Kentucky courts analyze this customer non-solicitation covenant under the Kegel fair-protection standard (Kegel v. Tillotson, 297 S.W.3d 908 (Ky. App. 2009)); it 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. Because enforcing this covenant turns on proving contact with protected customers rather than meeting the statutory trade-secret threshold, 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, and because it presses harder on the undue-hardship and public-interest sides of the Kegel fair-protection standard it is sized tightly 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. Consistent with the Kegel v. Tillotson fair-protection standard, the parties intend this covenant to afford only fair protection to Employer's interests, to impose no undue hardship on Employee, and to cause no injury to the public, with its time and territory sized to Employee's actual role and Employer's actual market rather than to a safe-harbor number, because Kentucky imposes no statutory cap on duration or territory. 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 affords only fair protection. 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 Kegel fair-protection standard 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.

Kentucky does not impose a general ban on physician non-competes; a physician or other ordinary clinician is analyzed under the same fair-protection reasonableness and consideration rules as any other employee. Kentucky's one categorical statutory ban targets a different class. If Employer is a health care services agency and Employee is temporary direct care staff contracted with or employed by the agency, this agreement does not, and may not, restrict in any manner Employee's employment opportunities, including through contract buy-out provisions or contract non-compete clauses, because KRS 216.724(1)(a) prohibits such restrictions and a non-complying contract is an unfair trade practice and void pursuant to KRS 365.060 (KRS 216.724(2)). No reasonableness analysis rescues a covenant the statute voids. This ban turns on the agency-and-temporary-staff relationship rather than on a license or job title, and a 2023 amendment leaves the placement of permanent direct care staff outside it. In that situation, any covenant in this agreement that would otherwise restrain Employee's employment opportunities is of no force or effect as to Employee.

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 a Kentucky court would refuse to enforce — for missing consideration or overbreadth under the Kegel fair-protection standard — may expose Employer to a tortious-interference claim, and that it should condition any such notice on a restraint it is prepared to defend.

If Employee breaches any restrictive covenant in this agreement, Employer may seek to have the Restricted Period for that covenant extended by a period equal to the duration of the breach, so that Employer receives the benefit of the full duration of the restriction. The parties acknowledge that whether a Kentucky court will toll or extend a restricted period during breach or litigation is an unsettled question: no Kentucky statute or appellate decision squarely endorses automatic tolling, and Kentucky courts reform restraints toward reasonableness rather than mechanically enlarging them. Accordingly, any extension under this section is drafted as a separate, breach-tied, bounded restraint that must itself satisfy the Kegel fair-protection standard; the parties do not intend an open-ended or indefinite extension, and do not assume that 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 under the Kentucky Uniform Trade Secrets Act, KRS 365.880 through 365.900, under which actual or threatened misappropriation of a trade secret may be enjoined independent of any covenant. The court that grants equitable relief is the same court weighing whether each restraint affords only fair protection under the Kegel standard, so the acknowledgement supports the showing but does not replace it. Any fee-shifting provision the parties adopt should be mutual and prevailing-party based; the default American Rule applies if the agreement is silent on fees.

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.

Kentucky courts have adopted a blue-pencil rule and are empowered to reform or amend restrictions in a non-compete clause when the initial restrictions are overly broad or burdensome (Kegel v. Tillotson, 297 S.W.3d 908 (Ky. App. 2009)); a Kentucky court has gone as far as supplying a reasonable geographic limitation a covenant omitted, based on the parties' intent, at least in the sale-of-a-business context (Hodges v. Todd, 698 S.W.2d 317 (Ky. App. 1985)). Employer therefore requests reformation if any restraint in this agreement is found to be overbroad. That power is discretionary rather than automatic: a court is not obligated to rewrite an abusively broad covenant into something enforceable, and this agreement is not drafted in reliance on the blue-pencil power as a safety net. 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.

Each restrictive covenant in this agreement survives the termination of Employee's employment for the Restricted Period specified in Cover Terms, and each is weighed on its own footing for fair protection and hardship so that a defensible covenant is not bundled with a shakier one. 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 include this express assignment and successor language, which names the restrictive covenants, because no Kentucky authority squarely resolves how covenants travel in a sale, so the contract text is what a successor will stand on; whoever ends up enforcing still inherits the same consideration and fair-protection reasonableness questions the original Employer faced.

This agreement is governed by the law listed in Cover Terms. Where Kentucky law governs, the enforceability of each restrictive covenant is determined under the common-law fair-protection standard restated in Kegel v. Tillotson and its progeny; there is no general Kentucky non-compete statute and no statutory safe harbor, so each covenant is drafted to survive the holistic reasonableness analysis rather than to escape it. A clause selecting Kentucky law is strongest when it is paired with a genuine connection to Kentucky and a covenant reasonable on its own terms: federal courts sitting elsewhere have honored a contractual Kentucky choice-of-law clause for a non-compete, one applying Kentucky law pursuant to the agreement's choice-of-law and forum-selection clause (Senture, LLC v. Dietrich, 575 F. Supp. 2d 724 (E.D. Va. 2008)) and another holding that applying Kentucky law, which allows blue-penciling, was not so repugnant to the forum's public policy as to override the parties' choice (Edwards Moving & Rigging, Inc. v. W.O. Grubb Steel Erection, Inc., No. 3:12CV146-HEH (E.D. Va. Apr. 23, 2012)). Those decisions are federal trial-court rulings rather than binding Kentucky Supreme Court authority and remain subject to the forum's public-policy limit, so the parties do not treat the choice-of-law clause as automatically dispositive. 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. The parties acknowledge that a restrictive covenant added by amendment lands on a worker who is by definition already employed, so any such covenant needs independent, new consideration of its own under Charles T. Creech, Inc. v. Brown; a routine refresh that gives Employee nothing new does not, by itself, create an enforceable covenant. 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.