# 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}

Competitive Business
: {competitive_business_definition}

Specified Competitors
: {specified_competitors}

No Business with Covered Customers

Duration
: {nondealing_duration}

Non-Investment

Duration
: {noninvestment_duration}

Passive Public Holdings Threshold
: {passive_public_holdings_threshold}

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 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 {covered_customer_period} 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, because under Nebraska law a covenant protecting customer goodwill may be valid only if it restricts the worker as to clients and accounts the worker actually did business with and personally contacted (Polly v. Ray D. Hilderman & Co., 225 Neb. 662, 407 N.W.2d 751 (1987); Sisk v. Scripps Media, Inc., No. 8:24CV86, 2024 WL 1175140 (D. Neb. Mar. 18, 2024)).

[[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 Nebraska covenant may protect under the three-part reasonableness rule, 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).

### 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 reasonably necessary for that protection. Nebraska has no general non-compete statute; enforceability is governed by the common-law reasonableness rule stated in Securities Acceptance Corp. v. Brown, 171 Neb. 406, 106 N.W.2d 456 (1960), and restated in Aon Consulting, Inc. v. Midlands Financial Benefits, Inc., 275 Neb. 642, 748 N.W.2d 626 (2008), under which a partial restraint of trade is valid only if it is (1) reasonable in the sense that it is not injurious to the public, (2) reasonable in the sense that it is no greater than is reasonably necessary to protect the employer in some legitimate interest, and (3) reasonable in the sense that it is not unduly harsh and oppressive on the employee. Against the statutory background that any contract in restraint of trade is unlawful (Neb. Rev. Stat. §§ 59-801, 59-1603), and given that a restraint unlimited in time and space is against public policy and void, 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 satisfy all three requirements as written.

### Timing, Consideration, and Employee Acknowledgements

Employee acknowledges that this agreement is supported by adequate consideration and records when it is signed relative to the first day of work. No staged Nebraska decision fixes a specific consideration rule for a mid-employment covenant, so this acknowledgement is evidence housekeeping: a clean record of timing and exchanged value. Employee acknowledges having had the opportunity to consult with independent legal counsel before signing this agreement, which is useful evidence on the question a Nebraska court actually weighs — whether the restraint is unduly harsh and oppressive on the employee, in substance or in how it was obtained. 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 — each covenant must independently satisfy the three-part reasonableness test on public interest, necessity, and harshness. 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 under Nebraska law, including the Nebraska Trade Secrets Act, Neb. Rev. Stat. §§ 87-501 to 87-507, which defines a trade secret by its independent economic value from not being known to and not being ascertainable by proper means by others, and by efforts that are reasonable under the circumstances to maintain its secrecy (Neb. Rev. Stat. § 87-502(4)). 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 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).

### Non-Solicitation of Employees

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. No staged Nebraska decision addresses a worker's own no-recruit promise specifically, so this covenant is reviewed under the general three-part reasonableness test and reaches only Covered Employees during the Restricted Period, no broader than necessary to protect Employer's workforce stability and goodwill.

### Non-Solicitation of Personally Served Customers

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, because under Nebraska law a covenant protecting customer goodwill may be valid only if it restricts the worker as to the employer's clients or accounts with whom the worker actually did business and has personal contact (Polly v. Ray D. Hilderman & Co., 225 Neb. 662, 407 N.W.2d 751 (1987)). It does not reach clients Employee never personally served or prospective customers Employer merely hoped to win; a non-solicit reaching a company's actual or prospective customers greatly exceeds the permissible Nebraska scope (Sisk v. Scripps Media, Inc., No. 8:24CV86, 2024 WL 1175140 (D. Neb. Mar. 18, 2024)). This covenant maps directly onto Employer's goodwill in the customer relationships Employee personally served — the interest the Nebraska Supreme Court has upheld a customer-specific covenant to protect (Aon Consulting, Inc. v. Midlands Financial Benefits, Inc., 275 Neb. 642, 748 N.W.2d 626 (2008)) — 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 must also satisfy the three-part reasonableness test.

### No Business with Covered Customers

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 — because Nebraska tolerates restricting the worker as to personally served clients and nothing wider (Polly v. Ray D. Hilderman & Co., 225 Neb. 662, 407 N.W.2d 751 (1987)), and because it presses harder on the undue-hardship requirement it is sized tightly to the goodwill it protects.

### Non-Competition

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, because a Nebraska non-compete framed around ordinary competition rather than personally served customer relationships reads as an attempt to prevent ordinary competition, not improper or unjust competition — the ground on which the Nebraska Supreme Court struck a covenant in Gaver v. Schneider's O.K. Tire Co., 289 Neb. 491 (2014). Consistent with the three-part reasonableness rule, 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, because a restraint bound to named competitors is stronger evidence that it is no greater than reasonably necessary. Passive Public Holdings are permitted.

### Non-Investment

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 analyzed under the three-part reasonableness test and is drawn no broader than necessary to protect Employer's Protected Interests. 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 is drafted under the same three-part Nebraska reasonableness test that governs every restraint in this agreement, because the practice note reports no Nebraska physician-specific covenant statute and no general statutory health-care non-compete ban as of its review date. Accordingly, the natural covered class for a physician covenant is the patients the physician personally served, and any physician covenant in this agreement is intended to be reasonable in the sense that it is not injurious to the public, no greater than reasonably necessary to protect Employer's legitimate interest, and not unduly harsh and oppressive on Employee, with particular attention to patient access and continuity of care in the public-interest requirement. This agreement states its actual treatment of physicians rather than importing another jurisdiction's occupation-specific rules by template inertia, and it does not assume any pending legislation.

### 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, including any covenant from a prior employer — which, under Nebraska's narrow framework, may fail if it reaches customers Employee never served but may survive if scoped to personally served customers.

### 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 asserting a covenant that reaches customers Employee never personally served overstates Employer's position and may create interference exposure, and that it should condition any such notice on a restraint it is prepared to defend on all three requirements.

### Tolling During Breach

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. The parties acknowledge that no staged Nebraska appellate decision addresses whether a court may toll a covenant period during breach or litigation, or whether a contractual extension-on-breach clause is enforceable. Any such extension is itself a restraint that must be reasonable as written: a restraint with no effective limit in time is against public policy and void (Securities Acceptance Corp. v. Brown, 171 Neb. 406, 106 N.W.2d 456 (1960)), and a covenant a Nebraska court finds overbroad is not reformed into a lawful one (Unlimited Opportunity, Inc. v. Waadah, 290 Neb. 629, 861 N.W.2d 437 (2015)). 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.

### Remedies

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. The parties acknowledge that an injunction presupposes a covenant that first satisfies Nebraska's three-part reasonableness test — an unenforceable restraint supports no injunction at any stage. Absent a contractual fee-shifting provision, each party bears its own attorney fees under the default American Rule; any fee provision the parties adopt should run to the prevailing party of either side rather than one-sidedly, consistent with the harshness requirement that already asks how much the agreement piles onto Employee.

### Enforceability, Severability, and No Reformation

Nebraska courts do not blue-pencil or reform an overbroad covenant not to compete: the Nebraska Supreme Court has declined to reconsider its rejection of the blue pencil rule, has held that it is not the function of the courts to reform a covenant not to compete in order to make it enforceable (Unlimited Opportunity, Inc. v. Waadah, 290 Neb. 629, 861 N.W.2d 437 (2015)), and has found an unreasonable covenant and simply not reformed it (Gaver v. Schneider's O.K. Tire Co., 289 Neb. 491 (2014)). 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. Because Nebraska treats nonseverable integrated restraints as standing or falling together, so that the entire clause is invalid if one portion is invalid where the restraints are not severable (Unlimited Opportunity, Inc. v. Waadah, 290 Neb. 629, 861 N.W.2d 437 (2015)), 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. Nebraska's lone statutory reformation rule, Neb. Rev. Stat. § 87-404, applies only to franchise non-compete agreements and does not apply to this employment agreement; nothing in this agreement invokes § 87-404 as a general savings mechanism.

### 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 for that covenant, on its own definite schedule and read on its own. The parties intend this survival to apply covenant by covenant, because Nebraska treats nonseverable integrated restraints as standing or falling together, so self-contained survival language is the difference between losing one overreaching clause and losing the whole covenant suite with it (Unlimited Opportunity, Inc. v. Waadah, 290 Neb. 629, 861 N.W.2d 437 (2015)). 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 so that a buyer may enforce the covenants, and further acknowledge the merger path Nebraska has recognized: under statutes similar to Maryland's, a covenant not to compete is an asset of a corporation that passes by operation of law to a successor corporation as the result of a merger, regardless of whether the agreement would otherwise be assignable (Aon Consulting, Inc. v. Midlands Financial Benefits, Inc., 275 Neb. 642, 748 N.W.2d 626 (2008)). Succession moves the covenant without improving it: any successor must still prove each covenant valid under Nebraska's three-part reasonableness rules, which in Aon worked because the restriction was tied to customers the employee personally dealt with.

### Governing Law, Venue, and Dispute Process

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, because the Nebraska Supreme Court applied Nebraska law to an out-of-state employer's covenant where the worker performed the services in Nebraska and the competition affected Nebraska, emphasizing that overbroad postemployment restraints are against Nebraska public policy and void (Mertz v. Pharmacists Mutual Insurance Co., 261 Neb. 704, 625 N.W.2d 197 (2001)). 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.

### 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 any amendment widening a covenant — a bigger customer class, a longer period — re-runs the whole Nebraska reasonableness analysis on the new terms, because the covenant is judged as written with no court trimming it back afterward, and any amendment should leave a clean record of 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.

## 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: _______________