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. 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 are supported by independent, new consideration beyond continued at-will employment. 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. 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. 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 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 support Employer's 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 covenant 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.

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 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. 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. 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. 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. This covenant is a post-employment restraint 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.

Notwithstanding any other provision of this agreement, 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 (KRS 216.724). Any covenant in this agreement that would otherwise restrain Employee's employment opportunities is of no force or effect as to Employee, and the exclusion in this section controls over any contrary provision.

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, 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. Any extension under this section is a separate, breach-tied, bounded restraint; 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.

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.

If any restraint in this agreement is found to be overbroad, Employer requests that a court reform or amend it to the extent necessary to render it enforceable rather than declining to enforce it. 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 covenant is separate and independently enforceable. 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. This agreement, including the restrictive covenants, binds and benefits the parties' respective successors and assigns.

This agreement is governed by the law listed in Cover Terms. A clause selecting Kentucky law is intended to be paired with a genuine connection to Kentucky and a covenant reasonable on its own terms, and 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. A restrictive covenant added by amendment is supported by independent, new consideration of its own beyond continued employment. 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.