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 clients and accounts of Employer with whom Employee actually did business and had personal contact during the 12 months before termination of employment. This definition does not reach clients or accounts the Employee did not personally serve, and it does not reach prospective customers.

“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 this agreement is intended to protect, namely Employer's Confidential Information, Employer's trade secrets as defined by the Nebraska Trade Secrets Act (Neb. Rev. Stat. § 87-502), and Employer's goodwill in the customer relationships Employee personally served, but not Employer's interest in avoiding ordinary competition from a former employee who has simply become a stronger competitor.

“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 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 Nebraska Trade Secrets Act, Neb. Rev. Stat. § 87-502(4).

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 reasonably necessary for that protection. The parties acknowledge that each covenant is meant to guard Employer's Confidential Information, trade secrets, and goodwill in the customer relationships Employee personally served — 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 and no greater than necessary as written, and to stand on its own.

Employee acknowledges that this agreement is supported by adequate consideration and records when it is signed relative to the first day of work, so that the timing and exchanged value are on the record. 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 intended to be reasonable and no greater than necessary to protect Employer's Protected Interests, and understands that adequate consideration establishes only that the covenants are supported, not that they are reasonable, so each covenant must independently be reasonable. 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 efforts reasonable under the circumstances to maintain the secrecy of its trade secrets, as contemplated by Neb. Rev. Stat. § 87-502(4).

During the Restricted Period specified in Cover Terms for Employee Non-Solicitation, 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, no broader than necessary to protect Employer's workforce stability and goodwill.

During the Restricted Period specified in Cover Terms for Customer Non-Solicitation, Employee must not Solicit the business of any Covered Customer. This covenant reaches only clients and accounts Employee actually did business with and personally contacted. It does not reach clients Employee never personally served or prospective customers Employer merely hoped to win. This covenant maps directly onto Employer's goodwill in the customer relationships Employee personally served and, together with the confidentiality and trade-secret protections in this agreement, is the more readily enforceable protection than a broad non-compete. The personally served limit is necessary but not sufficient: this covenant is also intended to be reasonable and no greater than necessary.

During the Restricted Period specified in Cover Terms for No Business with Covered Customers, 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. It is confined to Covered Customers — clients and accounts Employee actually did business with and personally contacted — and is sized tightly to the goodwill it protects.

During the Restricted Period specified in Cover Terms for Non-Competition, Employee must not, on behalf of a Competitive Business, solicit, work for, service, or do business with any Covered Customer. This covenant is tied to the customers Employee personally served rather than to a market, territory, or line of business. The parties intend this covenant to be no greater than is reasonably necessary to protect Employer's Protected Interests, to impose no undue hardship on Employee, and to cause no injury to the public. If Employer has identified specific competitors in Cover Terms under Specified Competitors, the parties intend this covenant to be understood as further limited to Employee's activities on behalf of those named competitors. Passive Public Holdings are permitted.

During the Restricted Period specified in Cover Terms for Non-Investment, 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 insofar as that role would enable Employee to solicit, service, or do business with a Covered Customer. 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 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 health care practitioner, any covenant in this agreement restraining Employee is limited to the patients Employee personally served, and is intended to impose no restraint greater than is reasonably necessary to protect Employer's legitimate interest, no undue hardship on Employee, and no injury to the public, with particular attention to patient access and continuity of care.

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, including any covenant from a prior employer.

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. Any such notice is limited to the covenants as written and scoped to the customers Employee personally served, and Employer acknowledges that a notice asserting a covenant reaching customers Employee never personally served overstates Employer's position.

If Employee breaches any restrictive covenant in this agreement, Employer may seek to extend the Restricted Period for that covenant 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 that must be reasonable and definite in time as written. Accordingly, this extension is a separate, definite term tied to the duration of the breach, and the parties do not intend an open-ended or indefinite extension.

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 under the Nebraska Trade Secrets Act, Neb. Rev. Stat. §§ 87-501 to 87-507, for actual or threatened misappropriation of a trade secret independent of any covenant. Any equitable relief presupposes a covenant that is enforceable as written. This agreement adopts no one-sided fee-shifting provision.

This agreement does not ask any court to reduce, rewrite, or narrow an overbroad restraint to whatever is reasonable, and the parties do not rely on any savings, reformation, or court-may-modify mechanism to cure overbreadth. Each restrictive covenant in this agreement is instead drafted as a genuinely separate, self-contained unit — with its own scope, its own duration, and its own survival — scoped from the start to the customers Employee personally served, so that each covenant is intended to be enforceable as written and to be able to fall alone. The parties intend the covenants in this agreement to be severable from one another: a court's refusal to enforce one covenant does not affect the others, and the confidentiality and trade-secret obligations and any other separable provisions remain in full force even if a restrictive covenant is found unenforceable.

Each restrictive covenant in this agreement survives the termination of Employee's employment for the Restricted Period specified in Cover Terms for that covenant, on its own definite schedule and read on its own. The parties intend this survival to apply covenant by covenant, so that self-contained survival language keeps a court's refusal to enforce one covenant from reaching the others. 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 include this express assignment and successor language so that a buyer may enforce the covenants. Succession moves the covenant without improving it: any successor's right to enforce a covenant is no greater than Employer's, and each covenant must still be valid as written.

This agreement is governed by the law listed in Cover Terms, and it names a venue and dispute-resolution forum. Where Employee's services, customers, and competition are centered in Nebraska, the parties acknowledge that Nebraska law is likely to control the enforceability of each restrictive covenant regardless of a contrary selection. A foreign-law selection is therefore treated as a risk variable rather than the enforceability strategy, and each covenant is drafted to satisfy Nebraska law as written. 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.

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 any amendment widening a covenant — a bigger customer class, a longer period — is judged as written on its new terms, and any amendment records what changed and when. 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.