Employee Restrictive Covenant Agreement

“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 only those customers, clients, vendors, referral sources, and business partners of Employer with whom Employee had material contact, or for whom Employee had responsibility, during the 12 months before termination of employment. This defined class is deliberately bounded to the relationships Employee actually dealt with and does not extend to all of Employer's customers or to the market generally, so that the customer non-solicitation covenant protects Employer's specific relationships rather than functioning as a restraint on competition.

“Covered Employees” means only those employees of Employer with whom Employee worked, or whom Employee supervised or managed, during the 12 months before termination of employment. This defined class is deliberately bounded to colleagues Employee actually worked with and does not extend to Employer's workforce generally.

“Protected Interests” means Employer's trade secrets, Confidential Information, company property, legally protected business information, and Employer's relationships with its Covered Customers and its workforce.

“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.

“Solicit” means for Employee to directly or indirectly initiate contact with, approach, induce, or encourage a person or entity for the purpose of diverting business or employment away from Employer. Solicit does not include passively receiving an inquiry that Employee did not initiate, responding to a general advertisement or an unsolicited approach, or continuing to serve a Covered Customer who follows Employee without any initiating contact by Employee.

“Trade Secrets” means information that qualifies for protection as a trade secret under applicable law, including information that derives independent economic value, actual or potential, 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.

Employee acknowledges that the confidentiality, company-property, non-disparagement, and non-solicitation obligations in this agreement are intended to protect Employer's Protected Interests without restraining Employee from engaging in a lawful profession, trade, or business, and without operating as a covenant not to compete. The parties agree that the customer and employee non-solicitation covenants in this agreement are included solely to protect Employer's relationships with its Covered Customers and its workforce and the Confidential Information underlying those relationships, and are not a substitute restraint on competition; nothing in those covenants bars Employee from working for a competitor, and each is drawn no broader than necessary to protect those relationships, consistent with Minn. Stat. § 181.988, subd. 1(a), which leaves nonsolicitation, client-list, and customer-solicitation agreements outside the definition of a covenant not to compete. This agreement is effective as of the Effective Date listed in Cover Terms. The parties acknowledge that, under Minn. Stat. § 181.988, subd. 2(a), a covenant not to compete contained in an agreement entered into on or after July 1, 2023 is void and unenforceable, and that this agreement therefore contains no employee covenant not to compete. Employee acknowledges having had the opportunity to consult with independent legal counsel before signing this agreement.

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. These confidentiality and trade-secret protections are agreements designed to protect trade secrets or confidential information within the meaning of Minn. Stat. § 181.988, subd. 1(a), and are not covenants not to compete; they must not be applied so as to bar Employee from working for another employer.

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.

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 specified in Cover Terms for Customer Non-Solicitation, Employee must not Solicit the business of any Covered Customer for the purpose of diverting that business away from Employer. This covenant protects Employer's relationships with, and Confidential Information concerning, its specific Covered Customers; it does not prohibit Employee from working for a competitor, from competing with Employer generally, or from doing business with any customer who is not a Covered Customer. Because it reaches only Covered Customers, is limited to Employee-initiated solicitation as defined by the term Solicit, and does not bar Employee from earning a living in Employee's profession, trade, or business, this covenant is a nonsolicitation and customer-solicitation agreement that Minn. Stat. § 181.988, subd. 1(a), leaves outside the definition of a covenant not to compete, and it is not a covenant not to compete. It must not be applied or construed so as to bar Employee from working for another employer.

During the Restricted Period specified in Cover Terms for Employee Non-Solicitation, Employee must not Solicit, recruit, or induce any Covered Employee to leave Employer's employment. This covenant protects the stability of Employer's workforce; it does not prohibit Employee from providing a professional reference on request, from hiring a person who responds to a general advertisement not directed specifically at Employer's employees, or from working for a competitor. Because it reaches only Covered Employees, is limited to Employee-initiated solicitation as defined by the term Solicit, and does not restrain Employee's own ability to work, this covenant is a nonsolicitation agreement that Minn. Stat. § 181.988, subd. 1(a), leaves outside the definition of a covenant not to compete, and it is not a covenant not to compete.

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 other terms and conditions of employment as protected by Section 7 of the National Labor Relations Act, 29 U.S.C. § 157, or otherwise exercising rights protected by law.

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 whether a restrictive covenant from a prior relationship is enforceable against an Employee who primarily resides and works in Minnesota is governed by Minnesota law, including Minn. Stat. § 181.988.

Employer may disclose the existence and terms of Employee's confidentiality, trade-secret, return-of-property, non-disparagement, and other lawful obligations under this agreement to any prospective employer or business associate of Employee if Employer has a reasonable belief that Employee may breach those lawful obligations. Any such disclosure is limited to the covenants that are enforceable under Minnesota law and does not extend to any covenant not to compete, which this agreement does not contain. Employee consents to this disclosure.

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 to prevent actual or threatened misappropriation of trade secrets and to enforce Employee's confidentiality, non-disparagement, and return-of-property obligations. Injunctive relief is available only to enforce obligations that are enforceable under Minnesota law; no provision of this agreement entitles Employer to enjoin Employee from working for a competitor. If a party prevails in an action to enforce a lawful obligation under this agreement, the non-prevailing party must reimburse the prevailing party's reasonable attorney's fees and costs to the extent permitted by applicable law.

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. The parties do not intend, and this section does not authorize a court, to narrow, blue-pencil, or reform any provision into a covenant not to compete; a covenant not to compete voided by Minn. Stat. § 181.988, subd. 2(a), cannot be reformed into validity, and this agreement contains no such covenant.

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. Nothing survives that this agreement does not lawfully contain, including any covenant not to compete.

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. Assignment moves the covenants that are enforceable under Minnesota law to the assignee; it does not enlarge them.

This agreement is governed by the law listed in Cover Terms, including Minn. Stat. § 181.988. Any dispute arising under or relating to this agreement is subject to the venue listed in Cover Terms. For an Employee who primarily resides and works in Minnesota, this agreement does not require Employee, as a condition of employment, to adjudicate a claim arising under Minn. Stat. § 181.988 outside Minnesota, and does not include any term that would deprive Employee of the substantive protection of Minnesota law with respect to a controversy arising in Minnesota. If any term of this agreement violates Minn. Stat. § 181.988, subd. 3, it is voidable at Employee's request, and the matter is then adjudicated in Minnesota under Minnesota 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 signed on or after July 1, 2023 is a new agreement for any covenant it carries and is subject to Minn. Stat. § 181.988. 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.