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 and excluding the general knowledge, skill, and experience Employee acquired during employment.

“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 reasonable competitive business interests a Michigan covenant may protect under MCL § 445.774a(1), namely Employer's Confidential Information, Employer's trade secrets as defined by the Michigan Uniform Trade Secrets Act (MCL § 445.1902(d)), and Employer's relationships and goodwill with its customers, patients, referral sources, and business partners, but not Employer's interest in avoiding ordinary competition and not the general knowledge or skill of Employee.

“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 Michigan Uniform Trade Secrets Act, MCL § 445.1902(d).

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 intended to protect against Employee gaining an unfair advantage in competition with Employer, not to bar ordinary competition, not to prohibit Employee from using general knowledge or skill, and to be reasonable as to its duration, geographical area, and the type of employment or line of business. Employer would not provide Employee with access to these Protected Interests absent the protections in this agreement. This agreement is an employee restrictive covenant; a covenant ancillary to the sale of a business or between businesses is outside the scope of this agreement.

The parties acknowledge that this agreement is supported by consideration, which the parties identify as Employee's continued at-will employment, together with the compensation and the access to Confidential Information that Employer provides Employee under this agreement, which the parties agree are given in exchange for the restrictive covenants. Where Employee is a genuine at-will employee, the parties agree that continued employment is sufficient consideration for the covenants; where Employee is a just-cause or contract employee, the parties agree that continued employment alone is not sufficient and that separate identifiable consideration supports the covenants. 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 supporting consideration establishes only that the covenants are supported, not that they are reasonable — each covenant must independently be reasonable as to its duration, geography, and line of business. 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 serve as part of Employer's reasonable 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 drawn 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 protects Employer's reasonable competitive business interest in its customer relationships and the confidential information behind them; it reaches only Covered Customers with whom Employee had material contact and is no broader than necessary, because a non-solicit that followed every customer Employer has ever billed would protect against ordinary competition rather than an unfair advantage. Together with the confidentiality and trade-secret protections in this agreement, this covenant 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 it restrains the Covered Customer's choice as much as Employee's conduct. Because an employer has no unlimited right to restrict the business choices of its clients, this covenant 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 relationships — and not to restrain ordinary competition or Employee's general knowledge or skill. The parties intend this covenant to protect a reasonable competitive business interest and to be reasonable as to its duration, geographical area, and the type of employment or line of business, with its scope 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, because a restraint bound to named competitors is strong evidence that it targets an unfair advantage rather than ordinary competition. 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 functions as a covenant not to compete 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 licensed health care practitioner, any covenant in this agreement restraining Employee from practicing is intended to use a reasonable radius and term sized to the interest protected and to apply only to the extent it is reasonable as to its duration, geographical area, and line of business.

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, the Restricted Period for that covenant is extended by one day for each day of the breach, so that the full duration of the restriction runs from the date the breach ends. Any such extension is itself a restraint, is limited to what remains reasonable, and is not intended to be open-ended or indefinite.

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 for actual or threatened misappropriation of a trade secret under the Michigan Uniform Trade Secrets Act.

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.

To the extent a covenant in this agreement is found to be unreasonable in any respect, MCL § 445.774a(1) empowers a court to limit the agreement to render it reasonable in light of the circumstances in which it was made and to specifically enforce the agreement as limited, and Employer requests such reformation if any restraint in this agreement is found to be overbroad. Each restrictive covenant in this agreement is nonetheless drawn as a reasonable, severable restraint with its scope, geography, and duration sized to the Protected Interests from the outset, and is intended to be enforceable as written rather than in reliance on judicial narrowing.

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 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 acknowledge that whoever enforces these covenants must still tie each restraint to a reasonable competitive business interest that the assignee or successor actually holds.

This agreement is governed by the law listed in Cover Terms. Where Michigan law governs, the enforceability of each restrictive covenant is determined under its reasonableness framework, and there is no fixed numeric safe harbor, so each covenant is drafted to survive the reasonableness analysis rather than to escape it. The parties agree to a Michigan forum for disputes arising out of or relating to this agreement. 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 and be drafted as a coherent pair.

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 that this merger clause make clear exactly which signed document carries the restrictive covenants and what was exchanged for them. 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.