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, information that arises from Employee's general skill and knowledge whether gained on the job or otherwise, information that is readily ascertainable to the public, and information Employee otherwise has a right to disclose as legally protected conduct.

“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 that 26 M.R.S. § 599-A(2) permits a Maine restrictive covenant to protect: Employer's trade secrets, Employer's confidential information that does not qualify as a trade secret, and Employer's goodwill. Each restrictive covenant in this agreement is supported by, and drawn no broader than reasonably necessary to protect, one or more of those interests. A covenant aimed only at ordinary competition sits outside the statutory frame.

“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 initiate contact with, approach, induce, or encourage 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” means information that qualifies as a trade secret under the Maine Uniform Trade Secrets Act, 10 M.R.S. § 1542, which 26 M.R.S. § 599-A cross-references, and under applicable federal law, including information that derives independent economic value from not being generally known to, and not being readily ascertainable through proper means by, another person who can obtain economic value from its disclosure or use (see the federal Defend Trade Secrets Act, 18 U.S.C. § 1839(3)).

Employer and Employee acknowledge that each restrictive covenant in this agreement is ancillary to a valid employment relationship and is included to protect one or more of the Protected Interests recognized by 26 M.R.S. § 599-A(2): Employer's trade secrets, Employer's confidential information that is not a trade secret, or Employer's goodwill. Employee will receive access to Employer's Confidential Information and Trade Secrets in the course of employment. Any non-compete in this agreement is included only because Employer has determined that the Protected Interest it serves cannot be adequately protected through an alternative restrictive covenant — including the non-solicitation and confidentiality covenants in this agreement — as contemplated by the alternatives presumption in 26 M.R.S. § 599-A(2). Each covenant is reasonable and no broader than necessary to protect the named interest, and the parties intend each covenant to be drawn within the scope Maine law permits at the outset rather than in reliance on any judicial narrowing.

This agreement is effective as of the Effective Date listed in Cover Terms. Where this agreement includes a non-compete, Employer and Employee acknowledge that 26 M.R.S. § 599-A(4) imposes two statutory timing duties on Employer. First, Employer disclosed the non-compete requirement to Employee before making the offer of employment, on the Pre-Offer Disclosure Date listed in Cover Terms. Second, Employer provided Employee a copy of this agreement on the Agreement Delivery Date listed in Cover Terms, which is not less than three business days before the Required Signing Date, so that Employee had time to review the agreement and negotiate its terms or the terms of employment. Employee may consult an attorney during that period. The parties acknowledge that a signature collected on time does not cure a missed pre-offer disclosure or a shortened review window, because those duties sit upstream of execution.

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 for the period specified in Cover Terms under Trade Secrets Duration, which is intended to last as long as the information remains a trade secret. Employee's obligations regarding other Confidential Information continue for the period specified in Cover Terms under Other Confidential Information Duration. This section protects Employer's specialized, proprietary information and does not prohibit Employee from using the general skill and knowledge Employee acquired during employment, from disclosing information that is readily ascertainable to the public, or from disclosing information that Employee otherwise has a right to disclose as legally 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 Maine Human Rights 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; (e) reporting or discussing unlawful employment discrimination occurring in the workplace or at work-related events, which 26 M.R.S. § 599-C(2) preserves and which no term of this agreement waives or limits; or (f) 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.

During the Restricted Period, Employee must not Solicit, recruit, hire, or attempt to hire any Covered Employee. This restriction is limited to initiating contact with or actively soliciting Covered Employees; it 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 is included solely to protect Employer's Protected Interests and is drawn no broader than reasonably necessary to protect them.

During the Restricted Period, Employee must not Solicit the business of any Covered Customer. This covenant is included solely to protect Employer's goodwill and confidential information and is no broader than reasonably necessary to protect that interest, and it is limited to Covered Customers Employee actually served during the look-back period stated in Cover Terms.

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 parties include this covenant only where a genuine goodwill or confidential-information interest supports it, and it is drawn no broader than reasonably necessary to protect that interest.

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 is included solely to protect Employer's Protected Interests and is drawn no wider than necessary to protect them. This covenant does not apply, and Employer may not require or enter into it, if Employee earns wages at or below the Non-Compete Wage Floor listed in Cover Terms — 400% of the federal poverty level — under 26 M.R.S. § 599-A(3)(A). This covenant does not apply to a licensed veterinarian working in a veterinary facility unless Employee has an ownership interest in that facility (26 M.R.S. § 599-A(3)). Consistent with 26 M.R.S. § 599-A(5), the terms of this covenant do not take effect until the Non-Compete Effectiveness point listed in Cover Terms — the later of one year of Employee's employment with Employer or six months from the date this agreement was signed — except that, for an agreement between Employer and an allopathic physician or an osteopathic physician licensed under Title 32, chapter 48 or chapter 36, respectively, that delayed-effectiveness rule does not apply. 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. Passive Public Holdings are permitted. Because this covenant restrains active roles at and material participation in a Competitive Business, it functions as a non-compete under 26 M.R.S. § 599-A; it therefore applies only to protect Employer's Protected Interests, is drawn no broader than reasonably necessary to protect them, and is subject to the same wage-floor, veterinarian, and delayed-effectiveness limits stated in the Non-Competition section.

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, discussing wages, hours, or working conditions as protected by law, reporting or discussing unlawful employment discrimination as preserved by 26 M.R.S. § 599-C(2), or otherwise exercising rights protected by law.

The delayed-effectiveness rule in 26 M.R.S. § 599-A(5) does not apply to a non-compete between Employer and an allopathic physician or an osteopathic physician licensed under Title 32, chapter 48 or chapter 36, respectively; for such a physician, the covenant is not held dormant by that timing rule. Where Employee is a health-care practitioner and this agreement is entered into or renewed on or after July 13, 2026, the non-compete is subject to the Maine health-care-practitioner noncompete restriction under 26 M.R.S. § 599-A and applies only to the extent that restriction permits.

Nothing in this agreement is, or authorizes, a restrictive employment agreement between employers of the kind 26 M.R.S. § 599-B prohibits. No provision of this agreement, and no commercial arrangement it implements — including any franchise agreement or contractor or subcontractor arrangement — may restrict one employer from soliciting or hiring another employer's employees or former employees.

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 elsewhere may never have ripened under Maine's delayed-effectiveness analysis, or may purport to bind a worker Maine would not allow to be bound.

Employer may disclose the existence and terms of this agreement to a prospective employer or business associate of Employee only where a covenant in this agreement is enforceable against Employee under Maine law and Employer has a reasonable belief that Employee may breach that covenant. Any such notice must be factual and tied to an enforceable covenant. Nothing in this section authorizes any arrangement with the new employer about who may solicit or hire whom, because an employer-to-employer restriction of that kind is exactly what 26 M.R.S. § 599-B prohibits. Employee consents to a disclosure permitted by this section.

The Restricted Period for each covenant runs from the date Employee's employment ends and is not extended by any period of breach.

Employee acknowledges that a breach of this agreement may cause Employer irreparable harm for which money damages would be inadequate, and Employer may seek injunctive or other equitable relief in addition to any other remedies available at law. Where the protected asset is a trade secret, actual or threatened misappropriation may be restrained or enjoined directly under the Maine Uniform Trade Secrets Act (10 M.R.S. § 1543). Any fee-shifting between the parties under this agreement is mutual and prevailing-party based rather than a one-way employer term.

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 and is drawn in separable tiers so that an unenforceable covenant does not affect the others.

This agreement does not rely on any savings or reformation clause to cure overbreadth. Each restrictive covenant is instead drawn to the restraint Employer actually intends to enforce, with the record tying its scope to a named Protected Interest, and as-applied review is treated as a discipline on enforcement requests rather than an invitation to draft broad.

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 as long as the relevant information remains a trade secret. Because a non-compete may still be dormant when employment ends if the § 599-A(5) effectiveness period has not run, this section does not assume that every covenant was operative from the first day of employment. 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. The parties acknowledge that a covenant re-signed or re-papered in connection with a transaction restarts the six-months-from-signing half of the § 599-A(5) effectiveness clock, and that a renewal on or after July 13, 2026 brings a health-care practitioner's covenant within the Maine health-care-practitioner noncompete restriction under 26 M.R.S. § 599-A. 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. For a worker who primarily resides and works in Maine, this agreement is drawn to be read under Maine law. Accordingly, for a Maine-based worker, this agreement is governed by Maine law and disputes over the enforceability of the covenants will be resolved in a Maine forum. All other disputes will be resolved in the courts of the Governing Law state, subject to non-waivable rights under applicable law.

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 an amendment that re-papers a non-compete restarts the six-months-from-signing half of the § 599-A(5) effectiveness clock and that a renewal on or after July 13, 2026 can carry the covenant into the Maine health-care-practitioner noncompete restriction under 26 M.R.S. § 599-A. 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.