> **This is a fill-in template, not legal advice.** Replace every `[bracketed field]`
> with your own value. `[[Defined Terms]]` (double brackets) are glossary markers, not blanks.
> Token-only (programmatic-fill) version: ./template.md

# Employee Restrictive Covenant Agreement

## Cover Terms

The terms below are incorporated into and form part of this agreement.

Employer
: [Legal name of the employer]

Employee
: [Full legal name of the employee]

Employee Title / Position
: [Employee job title or position (optional)]

Effective Date
: [Effective date of this agreement. In Louisiana the effective date can decide enforceability: the § 23:921(C) employee exception reaches a person who is employed, and a covenant signed before employment begins has been saved only where the agreement fixes an effective date equal to the worker's first day on the job. Set this on or after the first day of work.]

Governing Law
: Louisiana

Confidentiality

Trade Secrets Duration
: Perpetual

Other Confidential Information Duration
: 24 months

Employee Non-Solicitation

Duration
: 12 months

Customer Non-Solicitation

Duration
: 12 months

Restricted Territory
: [The specified parish or parishes, municipality or municipalities, or parts thereof — named, not described by radius — where the employer carries on a like business. La. R.S. 23:921(C) requires an enumerated list, and AMCOM of La., Inc. v. Battson, 666 So. 2d 1227 (La. Ct. App. 1996), struck a 75-mile-radius restriction as overly broad. Applies to the non-compete and the customer non-solicitation.]

Non-Competition

Duration
: 12 months

Restricted Territory
: [The specified parish or parishes, municipality or municipalities, or parts thereof — named, not described by radius — where the employer carries on a like business. La. R.S. 23:921(C) requires an enumerated list, and AMCOM of La., Inc. v. Battson, 666 So. 2d 1227 (La. Ct. App. 1996), struck a 75-mile-radius restriction as overly broad. Applies to the non-compete and the customer non-solicitation.]

Competitive Business
: [Description of the business activities that constitute competition with the employer. La. R.S. 23:921(C) permits restraining only a business similar to that of the employer, so this should describe what the employer concretely does; reaching lines of business the employer never carried on stretches past the exception.]

Specified Competitors
: [Optional named list of specific competitors. In a strict-construction regime, binding named competitors instead of an open-ended definition removes ambiguity a court would resolve against enforcement.]

No Business with Covered Customers

Duration
: 12 months

Non-Investment

Duration
: 12 months

Non-Disparagement

Duration
: 24 months

## Standard Terms

### Defined Terms

[[Competitive Business]] means the business activities described in Cover Terms under Competitive Business, limited to a business similar to that of Employer within the meaning of La. R.S. 23:921(C).

[[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 Employer's legitimate business interests in its Confidential Information and trade secrets, its relationships with customers and referral sources, its workforce stability, and its goodwill. Employee acknowledges that under La. R.S. 23:921 a covenant is enforceable only if it fits a statutory exception, and that a recital of Protected Interests frames but does not by itself save any covenant.

[[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, and in no event exceeding two years from termination of employment for the non-competition covenant or the customer non-solicitation covenant.

[[Restricted Territory]] means the specified parish or parishes, municipality or municipalities, or parts thereof named in Cover Terms under Restricted Territory, limited to places where Employer carries on a like business.

[[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 Louisiana Uniform Trade Secrets Act, La. R.S. 51:1431 et seq.

### Recitals and Statutory Basis

Employer and Employee acknowledge that Louisiana law, under La. R.S. 23:921(A)(1), declares null and void every contract, agreement, or provision by which anyone is restrained from exercising a lawful profession, trade, or business, except as that Section provides. Each restraint on Employee's own trade in this agreement — the non-competition covenant and the customer non-solicitation covenant — is intended to fit within the employee exception of La. R.S. 23:921(C): it runs between Employer and a person employed as an agent, servant, or employee; it reaches only a business similar to Employer's and the solicitation of Employer's customers; it is confined to the Restricted Territory, limited to specified parishes or municipalities where Employer carries on a like business; and it does not exceed two years from termination of employment. The parties acknowledge that such covenants are in derogation of the common right and are strictly construed against the party seeking their enforcement, and that each covenant is intended to protect Employer's Protected Interests without imposing an undue restraint beyond the statute's terms.

### Timing and the Employment Relationship

This agreement is effective as of the Effective Date listed in Cover Terms. Employer and Employee agree that the Effective Date is the date on which Employee's employment with Employer commences or a later date during Employee's employment, so that the employment relationship exists as of the Effective Date. If Employee signs this agreement before the first day of employment, the parties expressly agree that the covenants take effect only on the date Employee's employment commences. Where Employee signs this agreement during employment, Employee's continued employment supplies lawful cause for the covenants, and no separate payment is required. Employee acknowledges that the restrictions in this agreement are undertaken in exchange for Employee's employment or continued employment and Employer's provision of access to Confidential Information.

### Confidential Information and Trade Secret Protection

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 the Louisiana Uniform Trade Secrets Act, La. R.S. 51:1431 et seq., under which actual or threatened misappropriation may be enjoined independent of any covenant in this agreement.

### Permitted Disclosures and Protected Conduct

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 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.

### Return, Deletion, and Certification of Company Property

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.

### Non-Solicitation of Employees

During the period specified in Cover Terms for Employee Non-Solicitation, 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 restrains whom Employee may recruit rather than Employee's own trade; it is therefore not governed by La. R.S. 23:921, but it is enforceable only if it is reasonable in scope and duration, and it states an express duration in Cover Terms for that reason.

### Non-Solicitation of Customers, Vendors, Referral Sources, and Business Partners

During the Restricted Period, Employee must not Solicit the business of any Covered Customer within the Restricted Territory. This covenant restrains Employee's own trade and is drawn to fit the employee exception of La. R.S. 23:921(C): it is confined to the specified parishes or municipalities named in Cover Terms where Employer carries on a like business, and it does not exceed two years from termination of employment.

### No Business with Covered Customers

During the Restricted Period, Employee must not accept, service, or do business with any Covered Customer within the Restricted Territory, 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 parties acknowledge that La. R.S. 23:921 names no exception for a non-dealing restraint and that, because such a restraint on Employee's own trade may fall outside the statutory exceptions, this covenant carries a heightened risk of being held null under La. R.S. 23:921(A)(1); it is included only as a deliberate risk decision and, if held unenforceable, is severed under the Severability section without affecting the remaining covenants.

### Non-Competition

During the Restricted Period, Employee must not carry on or engage in a Competitive Business within the Restricted Territory, whether as an employee, consultant, owner, or otherwise. This covenant is drawn to fit the employee exception of La. R.S. 23:921(C): it reaches only a business similar to that of Employer; it is confined to the specified parishes or municipalities named in Cover Terms where Employer carries on a like business; and it does not exceed two years from termination of employment. Passive Public Holdings are permitted. This covenant does not restrain, and does not apply to, any worker whom Louisiana law bars from being restrained, including an automobile salesman as to selling automobiles (La. R.S. 23:921(I)) and, for this agreement if effective on or after August 1, 2026, an intern, whether paid or unpaid, or an apprentice as to engaging in a business or employment similar to Employer's (La. R.S. 23:921(P), added by La. Acts 2026, No. 150).

### Physician Restraint — Statutory Burn-Off Caps

If Employee is a physician and this agreement is effective on or after January 1, 2025, any provision restraining Employee from practicing medicine is limited by La. R.S. 23:921(M) and (N), as added by Act 273 of 2024. The restraint runs from the effective date of the initial contract or agreement — a burn-off measured from signing rather than from termination — and does not exceed three years for a primary care physician or five years for any other physician. To the extent any covenant in this agreement would restrain Employee from practicing medicine beyond that statutory period, the restraint expires at the end of the applicable burn-off period.

### Real Estate Licensee — Right to Rescind

If Employee is a real estate broker-licensee, Employee has the right to rescind the non-competition covenant in this agreement until midnight of the third business day following the execution of this agreement or the delivery of this agreement to Employee, whichever is later. La. R.S. 37:1448.1(A) provides that a non-compete between a real estate broker and a licensee is unenforceable and an absolute nullity unless the licensee is given this rescission right. Employee may exercise the right by written notice to Employer within the rescission window.

### Non-Investment

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 within the Restricted Territory. This restriction primarily targets active or material ownership in private competitors. Passive Public Holdings are permitted. Because investment language broad enough to operate as a restraint on Employee's own trade is the conduct La. R.S. 23:921(A)(1) voids, this covenant is confined to the same Restricted Territory and Restricted Period as the non-competition covenant and is drawn no broader than the § 23:921(C) exception permits.

### Non-Disparagement

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 protected concerted activity under Section 7 of the National Labor Relations Act.

### No Conflicting Obligations

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. The parties acknowledge that a covenant Employee signed with a prior employer may be void as applied to a Louisiana employee — including for territory, duration, or forum defects under La. R.S. 23:921.

### Notice to Future Employers and Other Third Parties

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 a covenant in this agreement that fits a statutory exception under La. R.S. 23:921. Employee consents to this disclosure. Employer acknowledges that asserting a covenant that is null under La. R.S. 23:921 against a future employer may expose Employer to a claim of tortious interference.

### Tolling During Breach

The parties acknowledge that the two-year ceiling in La. R.S. 23:921(C) runs from termination of employment and is fixed by statute, that a Louisiana covenant which violates the statute may not be reformed into compliance, and that no Louisiana statute or appellate decision authorizes adding time back for breach or litigation. Accordingly, to the extent any provision would extend the Restricted Period for the non-competition covenant or the customer non-solicitation covenant beyond two years from termination of employment, that extension is unenforceable and the covenant expires at the end of the statutory period.

### Remedies

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. The parties acknowledge that, independent of any covenant in this agreement, actual or threatened misappropriation of Employer's trade secrets may be enjoined under the Louisiana Uniform Trade Secrets Act, La. R.S. 51:1432(A). If the agreement is silent on fees, the default American Rule applies and each party bears its own attorney's fees and costs.

### Enforceability and Severability

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 may strike an invalid covenant or element and enforce the terms that independently satisfy La. R.S. 23:921. The parties do not rely on this clause to expand any covenant.

### No Reliance on Judicial Reformation

The parties acknowledge that a Louisiana covenant which violates La. R.S. 23:921 may not be reformed or rewritten by a court into compliance, and that the only available repair mechanism is severance of an invalid component under the Severability section. Each restrictive covenant in this agreement is therefore drawn to comply with the statute as written and is not intended to rely on judicial narrowing; a covenant that does not fit a statutory exception is null, not narrowed, and severance preserves only those terms that already comply on their own.

### Survival and Expiration of Each Covenant

Each restrictive covenant in this agreement survives the termination of Employee's employment for the period specified in Cover Terms, and in no event does the non-competition covenant or the customer non-solicitation covenant survive beyond two years from termination of employment. Obligations under the Confidential Information and Trade Secret Protection section survive indefinitely to the extent they relate to trade secrets and for the stated period as to other Confidential Information. Where Employee is a physician subject to the burn-off caps, the applicable covenant expires as provided in the Physician Restraint section. All other provisions survive to the extent necessary to enforce rights that arose during employment.

### Assignment and Successors

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. Any assignee takes the covenants exactly as La. R.S. 23:921 limits them — the named parishes, the two-year ceiling, and the occupation carve-outs — without expansion. This agreement is binding on and inures to the benefit of the parties and their respective heirs, successors, and permitted assigns.

### Governing Law, Venue, and Dispute Process

This agreement is governed by the law of the state listed in Cover Terms, which for a Louisiana employee should be Louisiana, including La. R.S. 23:921. Disputes will be resolved in the courts of the Governing Law state. The parties acknowledge that under La. R.S. 23:921(A)(2) a choice-of-law or choice-of-forum clause in a Louisiana employee's contract is null and void unless it is expressly, knowingly, and voluntarily agreed to and ratified by the employee after the occurrence of the incident that is the subject of the action, and that Louisiana law with a Louisiana forum is the selection that operates as written.

### Entire Agreement, Amendment, Waiver, and Electronic Signatures

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. Any amendment must preserve the agreement's effective-date discipline, because enforceability keys to whether the employment relationship existed when the covenants took effect and which statutory regime was in force on that date. 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.

## Signatures

By signing this agreement, each party acknowledges and agrees to the restrictive covenant obligations above. Employee confirms having read and understood each provision, including the Cover Terms.

Employer: [Legal name of the employer]

Signature: _______________
Signatory Name: [Full name of the authorized signatory signing for the employer]
Title: [Title of the authorized signatory signing for the employer]
Date: _______________

**Employee**

Signature: _______________
Print Name: [Full legal name of the employee]
Date: _______________