# Employee Restrictive Covenant Agreement

## Cover Terms

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

Employer
: {employer_name}

Employee
: {employee_name}

Employee Title / Position
: {employee_title}

Effective Date
: {effective_date}

Governing Law
: {governing_law}

Confidentiality

Trade Secrets Duration
: {confidentiality_trade_secret_duration}

Other Confidential Information Duration
: {confidentiality_other_duration}

Employee Non-Solicitation

Duration
: {employee_nonsolicit_duration}

Customer Non-Solicitation

Duration
: {customer_nonsolicit_duration}

Non-Competition

Duration
: {noncompete_duration}

Restricted Territory
: {territory}

Competitive Business
: {competitive_business_definition}

Specified Competitors
: {specified_competitors}

No Business with Covered Customers

Duration
: {nondealing_duration}

Non-Investment

Duration
: {noninvestment_duration}

Non-Disparagement

Duration
: {nondisparagement_duration}

## Standard Terms

### Defined Terms

[[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 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 {covered_customer_period} before termination of employment.

[[Covered Employees]] means employees with whom Employee worked or whom Employee managed during the {covered_employee_period} before termination of employment.

[[Passive Public Holdings]] means ownership of securities of a publicly traded company representing less than {passive_public_holdings_threshold} 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 Mississippi covenant may protect under the reasonableness balance the courts weigh, namely Employer's Confidential Information, Employer's trade secrets, Employer's goodwill in its customer, vendor, referral-source, and business-partner relationships, and Employer's investment in specialized training provided to Employee, 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, subject to any express extension under the Tolling During Breach section.

[[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. Solicitation language reaches active diversion only; the separate No Business with Covered Customers covenant, when included, reaches a Covered Customer who initiates the contact.

[[Trade Secrets]] means information that derives independent economic value from not being generally known or readily ascertainable and that is the subject of efforts reasonable under the circumstances to maintain its secrecy, as protected under the Mississippi Uniform Trade Secrets Act and the federal Defend Trade Secrets Act.

### Recitals and Protectable Interests

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 reasonable for that protection. Mississippi has no general non-compete statute; enforceability is governed by the common-law reasonableness balance the courts weigh in Texas Road Boring Co. of La.-Miss. v. Parker, 194 So. 2d 885 (Miss. 1967), under which a post-employment restraint is tested by looking to three interests — the rights of the employer, the rights of the employee, and the rights of the public — with the enforcing employer carrying the burden of proving the restraint reasonable. Because these covenants restrict trade and individual freedom, they are disfavored and construed strictly against the drafting Employer (Redd Pest Control Co. v. Foster, 761 So. 2d 967 (Miss. Ct. App. 2000)), and the law's function is to maintain a reasonable balance between Employer's protection and Employee's freedom to work (Donahoe v. Tatum, 242 Miss. 253, 134 So. 2d 442 (Miss. 1961)). 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 restrained activity, measured against Employee's real influence rather than Employer's whole footprint.

### Timing, Consideration, and Employee Acknowledgements

The parties acknowledge that this agreement is supported by adequate consideration. If Employee is an existing at-will employee, the parties agree that, in exchange for Employee's assent to the covenants in this agreement, Employer continues an employment relationship it could otherwise legally have ended, which Mississippi recognizes as itself sufficient consideration for the covenants (Raines v. Bottrell Ins. Agency, Inc., 992 So. 2d 642 (Miss. Ct. App. 2008)); no separate payment, raise, or promotion is required. If this agreement is signed at the outset of employment, the offer and commencement of employment is the consideration. Employee represents that Employee is not a minor and has the legal capacity to enter this agreement. 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 adequate consideration establishes only that the covenants are supported, not that they are reasonable — each covenant must independently satisfy the Mississippi reasonableness balance on time, territory, and restrained activity. This agreement is effective as of the Effective Date listed in Cover Terms.

### 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 independent of any covenant under the Mississippi Uniform Trade Secrets Act and the federal Defend Trade Secrets Act, which key trade-secret status to the information's independent economic value from not being generally known and to efforts reasonable under the circumstances to maintain its secrecy. 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.

### 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 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.

### 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. The parties intend that these return, deletion, and certification mechanics serve both as part of Employer's efforts reasonable under the circumstances to maintain the secrecy of its Trade Secrets and as the contemporaneous record Employer would present before asking a chancery court for an injunction over material that later surfaces at a competitor.

### Non-Solicitation of Employees

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. No staged Mississippi authority speaks specifically to employee no-poach covenants, so this restraint stands on the ordinary reasonableness balance and reaches only Covered Employees during the Restricted Period, no broader than necessary to protect Employer's workforce stability and goodwill.

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

During the Restricted Period, Employee must not Solicit the business of any Covered Customer. Mississippi analyzes this customer non-solicitation covenant under the reasonableness balance the courts weigh (Texas Road Boring Co. of La.-Miss. v. Parker, 194 So. 2d 885 (Miss. 1967)); it 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. This covenant maps directly onto Employer's customer-goodwill interest and, together with the confidentiality and trade-secret protections in this agreement, is often a stronger and more readily enforceable protection than a broad non-compete. As drafted, this covenant restrains Employee's active solicitation only; to reach a Covered Customer who makes the first call, the parties must include the separate No Business with Covered Customers covenant, which states that prohibition expressly (Kennedy v. Metropolitan Life Ins. Co., 759 So. 2d 362 (Miss. 2000)).

### No Business with Covered Customers

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 states expressly that accepting a Covered Customer's business is prohibited, because Mississippi will not infer that prohibition from solicitation language alone: a clause barring conduct that would tend to divert business was held ambiguous for failing to expressly prohibit accepting business from former customers who came over on their own initiative, and the ambiguity was construed against the employer, while the same court recognized that an express no-acceptance provision can, in appropriate cases, be reasonable and enforceable (Kennedy v. Metropolitan Life Ins. Co., 759 So. 2d 362 (Miss. 2000)). Because this covenant is a heavier restraint than a non-solicit, it is sized at least as tightly to the goodwill it protects and reaches only Covered Customers with whom Employee had material contact.

### Non-Competition

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. Consistent with the reasonableness balance the Mississippi courts weigh (Texas Road Boring Co. of La.-Miss. v. Parker, 194 So. 2d 885 (Miss. 1967)), the parties intend this covenant to be reasonable in duration, territory, and restrained activity as measured against Employee's real influence rather than Employer's whole footprint, mindful that a statewide restraint failed where the employee's protectable relationships were local (Redd Pest Control Co. v. Heatherly, 248 Miss. 34, 157 So. 2d 133 (Miss. 1963)) while a 250-mile radius held where the market would have justified even a nationwide limit (Timber Lake Foods, Inc. v. Estess, 72 So. 3d 521 (Miss. Ct. App. 2011)). 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 the restrained activity is no broader than required. Passive Public Holdings are permitted. Where the covenant instead protects goodwill conveyed in the sale of a business or an ownership settlement, Mississippi affords it more favorable treatment than a pure employment restraint (Cooper v. Gidden, 515 So. 2d 900 (Miss. 1987)).

### 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. 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 is a post-employment restraint analyzed under the same reasonableness balance as the rest of this agreement and is drawn no broader than necessary to protect Employer's Protected Interests, recognizing that an investment ban is the covenant hardest to tie to customer goodwill or confidential information. Passive Public Holdings are permitted.

### 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 rights protected under Section 7 of the National Labor Relations Act.

### Physician and Health Care Practitioner Covenants

If Employee is a physician or other health care practitioner, any covenant in this agreement restraining Employee from practicing is drafted to survive the ordinary Mississippi reasonableness balance, which weighs the rights of the public alongside those of Employer and Employee (Texas Road Boring Co. of La.-Miss. v. Parker, 194 So. 2d 885 (Miss. 1967)). Mississippi has no enacted statute banning physician or health care non-competes; bills to void them have been introduced and have failed, and this agreement does not assume any pending legislation. Accordingly, any health care covenant here is intended to use a narrow territory and a short term, to preserve patient access and continuity of care, and to be enforced only to the extent it is reasonable under that balance.

### Practice Restrictions for Lawyers Excluded

If Employee is a lawyer, nothing in this agreement restricts Employee's right to practice law after the termination of the relationship, except an agreement concerning benefits upon retirement. Under Miss. R. Prof'l Conduct 5.6(a), a partnership or employment agreement that restricts a lawyer's right to practice after termination of the relationship is prohibited. This exclusion keys on the profession, not on Employee's pay or seniority, and its only carve-out is for restrictions included in the terms of the sale of a law practice under Miss. R. Prof'l Conduct 1.17, which this employment agreement is not. To the extent any covenant in this agreement would otherwise restrain a lawyer's right to practice, that covenant does not apply to Employee.

### 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.

### 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 this agreement. Employee consents to this disclosure. Employer acknowledges that a notice built on a covenant that later fails the reasonableness balance — or that Employer forfeited through an arbitrary, capricious, or bad-faith discharge of Employee — may expose Employer to a claim, and that it should condition any such notice on a restraint it is prepared to defend.

### Tolling During Breach

If Employee breaches any restrictive covenant in this agreement, the Restricted Period for that covenant is extended by the time Employee is in breach, even if the Restricted Period would otherwise have expired according to the terms of this agreement, so that the full duration of the restriction is measured by the actual period of the breach. The parties adopt this express extension because Mississippi does not toll a restricted period on its own: having made a contract limiting the period to a term running from the date of termination, a court may not extend the time beyond that date absent an express extension clause (Frierson v. Sheppard Bldg. Supply Co., 247 Miss. 157, 154 So. 2d 151 (Miss. 1963)), while an express clause extending the period by the time the covenantor was in breach is given effect (Cascio v. Cascio Investments, LLC, 327 So. 3d 59 (Miss. 2021)). Any such extension is itself a restraint that must remain reasonable under the balance the courts weigh; the parties tie the extension to the actual breach period and do not intend an open-ended or automatic extension that would turn a fixed restraint into a perpetual one.

### Remedies

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. Employer acknowledges that an injunction is an equitable remedy: where a chancellor finds that Employer terminated Employee arbitrarily, capriciously, or in bad faith, the chancellor may refuse to lend the hand of equity and decline to enforce this agreement, and no recital in this agreement can clean Employer's hands (Empiregas, Inc. of Kosciusko v. Bain, 599 So. 2d 971 (Miss. 1992)). The practice note stages no Mississippi fee-shifting rule specific to restrictive covenants; absent an express fee provision, each party bears its own attorney's fees and costs under the default American Rule.

### No Enforcement After a Bad-Faith Termination

Employer acknowledges that it will not rely on any covenant in this agreement for enforcement after Employer has terminated Employee arbitrarily, capriciously, or in bad faith: under Empiregas, Inc. of Kosciusko v. Bain, 599 So. 2d 971 (Miss. 1992), when an employer terminates an employee in bad faith, the terms of a non-competition agreement will not be enforced. This forfeiture is an equitable limit that no clause drafts around; a covenant reasonable on its face still fails on these facts. The defense turns on how the employment ended: an Employee who voluntarily resigns generally cannot invoke it, and the covenant is then tested on ordinary reasonableness grounds.

### 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'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.

### Reformation

Mississippi courts often narrow an overbroad covenant rather than void it, enforcing the agreement to the extent it is reasonable: the leading case cut a facially statewide restraint down to one town and a fifty-mile radius after framing the question as whether the reasonable part of a partly unreasonable covenant should be enforced (Redd Pest Control Co. v. Heatherly, 248 Miss. 34, 157 So. 2d 133 (Miss. 1963)); Employer therefore requests reformation if any restraint in this agreement is found to be overbroad. That power is the chancellor's discretionary equity, not an automatic entitlement: a grossly overbroad covenant invites a court to decline enforcement rather than rewrite it. Accordingly, each restrictive covenant in this agreement is drawn as a tiered, severable, genuinely 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.

### Survival and Expiration of Each Covenant

Each restrictive covenant in this agreement survives the termination of Employee's employment for the Restricted Period specified in Cover Terms, so that each clock is independently auditable — perpetual for Trade Secrets, finite everywhere else. 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.

### 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. This agreement is binding on and inures to the benefit of the parties and their respective heirs, successors, and permitted assigns. The parties include this express assignment and successor language, and intend that any transfer of Employee's covenants in a business sale be made expressly and in the deal documents before Employee departs, because Mississippi will not supply a transfer the deal papers omit: a buyer could not enforce an employee's non-compete where the asset-purchase agreement's plain language did not transfer the employment contract and a later assignment came only after the employee had resigned (Herring Gas Co. v. Pine Belt Gas, Inc., 2 So. 3d 636 (Miss. 2009)). A covenant given by the seller of a business is treated differently — it travels with the goodwill conveyed and is given general application unless its own terms make it personal to the original obligee (Cooper v. Gidden, 515 So. 2d 900 (Miss. 1987)).

### Governing Law, Venue, and Dispute Process

This agreement is governed by the law listed in Cover Terms. Where Mississippi law governs, the enforceability of each restrictive covenant is determined under the common-law reasonableness balance the Mississippi courts weigh and its progeny; there is no general Mississippi non-compete statute and no statutory safe harbor, so each covenant is drafted to survive the holistic reasonableness analysis rather than to escape it. Disputes will be resolved in the courts of the Governing Law state, subject to non-waivable rights under applicable law. The practice note stages no Mississippi choice-of-law or forum-selection authority for these covenants, so the parties should name the selections clearly and treat any out-of-state selection in a Mississippi employment relationship as a matter for counsel review rather than assuming how a court would resolve it.

### 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. 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: {employer_name}

Signature: _______________
Signatory Name: {employer_signatory_name}
Title: {employer_signatory_title}
Date: _______________

**Employee**

Signature: _______________
Print Name: {employee_name}
Date: _______________