# 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}

Covered Employee Period
: {covered_employee_period}

Customer Non-Solicitation

Duration
: {customer_nonsolicit_duration}

Covered Customer Period
: {covered_customer_period}

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}

Consideration

Consideration for Restrictive Covenants
: {montana_consideration}

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. This definition is kept close to information that is genuinely not public and commercially valuable so that it does not operate as a restraint on Employee's practice of the trade.

[[Covered Customers]] means customers, vendors, referral sources, and business partners the Employee actually served or for whom Employee had responsibility during the {covered_customer_period} before termination of employment.

[[Covered Employees]] means employees with whom Employee actually 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 Employer's legitimate business interests in its Confidential Information and trade secrets, its relationships with specific customers, patients, and referral sources, its workforce stability, and its goodwill. Montana recognizes a firm's legitimate business interest in protecting its client base (Junkermier, Clark, Campanella, Stevens, P.C. v. Alborn, 2020 MT 179), and Employer must be able to prove a real protective interest — recitals about competition in general do no work.

[[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, tested against the market in which Employee could realistically practice the trade rather than against a nominal map.

[[Solicit]] means to directly or indirectly contact, approach, induce, or encourage any person or entity for the purpose of diverting business away from Employer, and does not include responding to general advertisements or unsolicited inquiries not initiated by Employee.

[[Trade Secrets]] has the meaning given in the Montana Uniform Trade Secrets Act, Mont. Code Ann. § 30-14-402(4): information or computer software that derives independent economic value from not being generally known or readily ascertainable and is the subject of reasonable efforts to maintain its secrecy.

### Recitals and Partial-Restraint Basis

Employer and Employee acknowledge that Mont. Code Ann. § 28-2-703 makes any contract restraining a lawful profession, trade, or business void except as provided by Mont. Code Ann. §§ 28-2-704 and 28-2-705, and that only a partial restraint — one that leaves Employee a realistic way to continue practicing the trade while regulating a limited client set, territory, time, or fee consequence — is enforceable. Each restrictive covenant in this agreement is intended to be a partial restraint that satisfies Montana's three-part reasonableness test under Dobbins, DeGuire & Tucker, P.C. v. Rutherford, MacDonald & Olson, 708 P.2d 577 (Mont. 1985): each covenant is limited in operation as to time or place, is based on good consideration, and affords reasonable protection for Employer's Protected Interests without imposing an unreasonable burden on Employee or the public. Employer would not provide Employee with access to its Protected Interests absent these covenants, and each covenant is drawn no broader than required to protect a legitimate business interest that Employer must be able to prove on the facts.

### Timing, Consideration, and Right to Consult Counsel

Employee had a reasonable opportunity to consult with an attorney of Employee's choosing before entering into this agreement. The parties agree that this agreement is supported by good and independent consideration, and specifically that it does not rely on continued at-will employment alone. Where this agreement is signed after Employee's employment has begun, the consideration for the restrictive covenants is {montana_consideration}, given specifically in exchange for those covenants and documented at signing; where this agreement is presented as part of pre-employment negotiations, the offer of employment is the consideration. Employee acknowledges that Access Organics, Inc. v. Hernandez, 2008 MT 4, holds that continued employment alone may not be sufficient consideration for a post-hire covenant, and that good consideration is also an element of the reasonableness test itself. Employee acknowledges that the restrictions in this agreement are reasonable and necessary to protect Employer's Protected Interests. 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, because both the federal definition and the Montana Uniform Trade Secrets Act key the right to continued secrecy rather than to a contract term. Employee's obligations regarding other Confidential Information continue for the period specified in Cover Terms. Trade secrets are protected under the Montana Uniform Trade Secrets Act, Mont. Code Ann. §§ 30-14-401 to 30-14-403, independently of any covenant in this agreement. This is a distinct promise, sized to a lawful scope on its own, and is intended to stand whether or not any other restraint in this agreement is enforceable.

### 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 making disclosures required by law, court order, or a government investigation, with notice to Employer where lawful; 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. This certification is contemporaneous evidence of what Employee retained and of the reasonable secrecy efforts the trade-secret definition requires Employer to have made.

### 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. Because Mont. Code Ann. § 28-2-703 reaches a contract restraining a business of any kind, this covenant is drawn as a partial restraint limited to colleagues Employee actually worked with or managed and never operates as a hiring ban across Employer's whole workforce. No Montana Supreme Court decision fixes a safe scope for an employee non-solicit, so this covenant rides the Dobbins reasonableness analysis.

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

During the Restricted Period, Employee must not Solicit the business of any Covered Customer. This covenant is drawn as a partial restraint modeled on the customer-restraint structure Montana has enforced in Junkermier, Clark, Campanella, Stevens, P.C. v. Alborn, 2016 MT 218: it is keyed to clients Employee actually served and limited to active outreach rather than forbidding all contact. It protects Employer's legitimate business interest in its relationships with specific customers, patients, referral sources, and business partners under Mont. Code Ann. § 28-2-703, and no Montana decision fixes a safe scope, so it is sized to actual served clients and a stated period.

### 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 is broader than non-solicitation because it applies even if the Covered Customer approaches Employee, and in Montana that breadth matters: the more a clause forbids performing the trade for a market segment, the closer it edges to the absolute-prohibition territory that Mont. Code Ann. § 28-2-703 voids (Montana Mountain Products v. Curl, 2005 MT 102). It is therefore drawn as a deliberate, narrow restraint keyed to a tight class of Covered Customers, and it must leave Employee a realistic way to continue practicing the trade.

### 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, and, where Specified Competitors are named in Cover Terms, this covenant binds only those named competitors. This covenant is drawn as a partial restraint: it leaves Employee free to practice the profession, trade, or business generally, and the Restricted Territory is limited to the market in which Employee actually provided services so that Employee retains a realistic way to practice. A restraint that functions as an absolute prohibition on Employee's trade in Employee's actual market is void under Mont. Code Ann. § 28-2-703 (Montana Mountain Products v. Curl, 2005 MT 102; Mungas v. Great Falls Clinic, LLP, 2009 MT 426), so this covenant is enforceable only if it satisfies every element of the Dobbins reasonableness test — a limit as to time or place, good consideration, and reasonable protection for Employer without an unreasonable burden on Employee or the public. Passive Public Holdings are permitted. This covenant does not apply to a covered health-care provider to the extent Mont. Code Ann. § 28-2-724 so provides, as stated in the Health-Care Provider Restrictions section.

### 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. Passive Public Holdings are permitted. Because a restriction that reaches how Employee practices or earns in the trade is itself a restraint under Mont. Code Ann. § 28-2-703, this covenant is drawn as a partial restraint that does not bar Employee from practicing the trade, is subject to the same Dobbins reasonableness analysis as the non-compete, and does not apply to a covered health-care provider to the extent Mont. Code Ann. § 28-2-724 so provides.

### 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 Section 7 of the National Labor Relations Act.

### Health-Care Provider Restrictions (Mont. Code Ann. § 28-2-724)

If Employee is a health-care provider covered by Mont. Code Ann. § 28-2-724, then, notwithstanding any other provision of this agreement, this agreement does not and may not restrict Employee's right, after the employment, partnership, or other professional relationship ends, to (a) practice or provide services for which Employee is licensed, in any geographic area and for any period; (b) treat, advise, consult with, or establish a provider-patient relationship with any current patient of Employer; or (c) solicit or seek to establish a provider-patient relationship with any such patient. This bar reaches practice restrictions and patient non-solicits alike, so a non-compete recast as a patient non-solicit does not escape it, and any covenant in this agreement is void to that extent against a covered provider.

Coverage is phased by when the contract was made or renewed. The classes covered before the 2025 amendments are psychologists, social workers, professional counselors, addiction counselors, marriage and family therapists, and behavioral health peer support specialists. House Bill 198 (2025 Mont. Laws ch. 131) added naturopathic physicians, registered professional nurses, advanced practice registered nurses, and physician assistants for contracts made or renewed on or after April 16, 2025. House Bill 620 (2025 Mont. Laws ch. 698) added all physicians licensed under Title 37, chapter 3 for contracts made or renewed on or after January 1, 2026.

Two statutory exceptions survive under Mont. Code Ann. § 28-2-724(3): a covenant in connection with the sale and purchase of a practice, and, for a physician only, a provision for repayment of money paid or advanced (such as a bona fide loan, relocation cost, signing bonus, or education or tuition expense) that is subject to a payback schedule decreasing over time. The decreasing-payback exception is written for physicians only and is not a drafting pathway for the other covered classes.

### Sale-of-Goodwill and Partnership-Dissolution Exception Covenants (Mont. Code Ann. §§ 28-2-704, 28-2-705)

This is an employee restrictive covenant agreement and does not itself invoke Montana's statutory exceptions. Any covenant that instead relies on Mont. Code Ann. § 28-2-704 or § 28-2-705 must rest on an actual qualifying transaction and stay within the statutory geography. Under § 28-2-704, a person who sells the goodwill of a business may agree with the buyer to refrain from carrying on a similar business so long as the buyer or a successor carries on a like business in the described areas, and the permissible areas are a closed menu under § 28-2-704(2): the city where the principal office is located, that county, a city in an adjacent county, an adjacent county, or a combination of those. The exception is substance-tested — a recital does not create a goodwill sale, and it does not apply where no sale of property for pecuniary consideration occurred (Mungas v. Great Falls Clinic, LLP, 2009 MT 426). Under § 28-2-705, partners may agree on dissolution of the partnership that one or more of them will not carry on a similar business within the same § 28-2-704(2) areas. A sale-of-business or dissolution covenant drawn to a statewide or multi-state territory exceeds what the exceptions authorize and falls back to the § 28-2-703 baseline and the partial-restraint analysis.

### 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.

### Employer-Initiated Termination and Enforcement

For each restrictive covenant, the parties acknowledge that the manner of separation does outcome-level work in Montana. Under Wrigg v. Junkermier, Clark, Campanella, Stevens, P.C., 2011 MT 290, an employer that chooses to end the employment relationship — through a layoff, nonrenewal, or termination without cause — normally lacks a legitimate business interest in enforcing the covenant, unless the employer can prove that Employee used trade secrets, customer relationships, or proprietary information that would provide an unfair advantage. Employee's separation, and who initiated it, must be recorded so this posture is visible on the face of the agreement, and Employer will not seek to enforce a covenant against Employee after an employer-initiated separation except on the conduct-based exception Wrigg recognizes.

### 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 only where Employer has a reasonable belief that Employee may breach a covenant Employer could actually enforce on the facts of the separation. Employee consents to such disclosure. Employer acknowledges the Wrigg posture: an enforcement notice sent after Employer itself ended the relationship normally runs into the rule that Employer lacks a legitimate interest in enforcement absent the conduct-based exception.

### Tolling During Breach

Montana law does not squarely address extending a restricted period for time spent in breach, and any extension is itself part of the restraint that must survive the same time-limit and reasonableness analysis as the covenant it stretches. If a court applies Montana law and permits it, and only to the extent permitted, the Restricted Period for a breached covenant is extended by the duration of the breach, but in no event does this provision allow a restraint to run indefinitely through repeated extensions.

### 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. A recital of irreparable harm does not supply the legitimate interest Employer must prove. Separately, and independently of any covenant, the Montana Uniform Trade Secrets Act authorizes an injunction against actual or threatened misappropriation of trade secrets under Mont. Code Ann. § 30-14-403. If any provision awards attorney fees, that award applies on a mutual, prevailing-party basis; otherwise the American Rule applies.

### Distinct, Severable Promises (No Judicial Reformation)

Each restrictive covenant in this agreement is a distinct object, sized to a lawful scope at the outset, and is intended to be independently enforceable as written. The parties do not rely on any court to narrow, blue-pencil, or reform an overbroad restraint into a lawful one, because Montana courts construe restrictive covenants strictly and void an overbroad restraint outright rather than rewriting it (Montana Mountain Products v. Curl, 2005 MT 102). The structural protection Montana law supplies is Mont. Code Ann. § 28-2-604: where a contract has several distinct objects, at least one lawful and one unlawful, the contract is void as to the unlawful object and valid as to the rest. The confidentiality, trade-secret, customer, competition, and any repayment provisions are therefore drafted as separate promises so that the lawful promises stand on their own if a restraint fails. If any provision is found unenforceable, the remaining provisions remain in full force and effect.

### 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, and each expires on its own schedule and reads on its own. Obligations under the Confidential Information and Trade Secret Protection section survive indefinitely to the extent they relate to trade secrets. Per-covenant survival carries the distinct-objects principle into the boilerplate, so a restraint that falls does not entangle the lawful promises. 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 enforces subject to the same statute and the same legitimate-interest showing, and a successor that ends Employee's employment itself takes on the employer-initiated-termination posture described above. 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 listed in Cover Terms. Where Montana law governs, this agreement answers to Mont. Code Ann. § 28-2-703 and the Montana partial-restraint case law from the first line. Disputes will be resolved in the courts of the Governing Law state, subject to non-waivable rights under applicable law.

### 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; the parties acknowledge that a renewal or amendment can pull the agreement into the current § 28-2-724 health-care regime by its made-or-renewed date, and that a mid-employment amendment adding or expanding a covenant needs its own independent consideration. 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: _______________