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 and patient lists, pricing, business methods, technical data, and strategic plans, but excluding information that becomes public through no fault of Employee and excluding Employee's general skill, knowledge, and experience in the industry.

“Covered Customers” means customers, patients, vendors, referral sources, and business partners with whom Employee had material contact or for whom Employee had responsibility during the 12 months before termination of employment.

“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 Employer's legitimate business interests that New Hampshire recognizes as protectable by a restrictive covenant: Employer's trade secrets communicated to Employee during employment; confidential information other than trade secrets, such as a unique business method; Employee's special influence over Employer's customers obtained during employment; contacts developed during the employment; and Employer's goodwill and positive image. The mere cost of recruiting and hiring employees is not a Protected Interest.

“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.

“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 New Hampshire Uniform Trade Secrets Act, RSA 350-B:1, IV — information that derives independent economic value from not being generally known or readily ascertainable by proper means and that is the subject of efforts reasonable under the circumstances to maintain its secrecy.

Employer and Employee acknowledge that each restrictive covenant in this agreement is supported by, and no greater than required to protect, one or more of Employer's Protected Interests. Each covenant is intended to be no greater than necessary for the protection of Employer's legitimate interest, to impose no undue hardship on Employee, and to cause no injury to the public interest. The interests this agreement protects are Employer's trade secrets, confidential information beyond trade secrets, Employee's special influence over Employer's customers, contacts developed during the employment, and Employer's goodwill, and not the mere cost of recruiting and hiring employees. Employer would not provide Employee with access to these Protected Interests absent the protections in this agreement.

This agreement is effective as of the Effective Date listed in Cover Terms, and is supported by Employee's employment or continued employment with Employer, together with the compensation and access to Confidential Information that Employer provides under this agreement, which the parties agree are given in exchange for the restrictive covenants. Employee acknowledges that continued employment after signing this agreement constitutes consideration for the restrictive covenants. If Employee had not previously been employed by Employer and is required to execute this agreement's noncompete as a condition of employment, Employer has provided Employee with a copy of this agreement before Employee accepted the offer of employment, as RSA 275:70 requires, and an undisclosed new-hire noncompete is unenforceable while all other provisions of this agreement remain in full force and effect. Employer has given Employee a reasonable opportunity to review this agreement and to consult an attorney before signing. Employee acknowledges that the restrictions in this agreement are reasonable and necessary to protect Employer's Protected Interests.

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 for as long as the information remains a trade secret. Employee's obligations regarding other Confidential Information continue for the period specified in Cover Terms. These confidentiality and trade-secret obligations are in addition to any remedy available under applicable law, including the New Hampshire Uniform Trade Secrets Act, RSA chapter 350-B. These obligations protect Employer's Confidential Information regardless of where Employee works and are independent of the Clinician Geographic-Practice Carve-Out below.

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; or (e) filing a sealed complaint in court using Confidential Information without liability. Pursuant to the Defend Trade Secrets Act (18 U.S.C. § 1833(b)), Employee may not be held criminally or civilly liable for disclosing a trade secret in confidence to a government official or attorney solely for the purpose of reporting or investigating a suspected violation of law, or in a sealed court filing.

Upon termination of employment, Employee must promptly return to Employer all documents, devices, files, credentials, and other materials containing or relating to Confidential Information. Where permitted, Employee must permanently delete electronic copies of Confidential Information from personal devices and accounts. Employee must certify compliance with this section in writing upon Employer's request.

During the Restricted Period, 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 protects Employer's Protected Interests in the departing team's customer relationships and confidential know-how, and not the mere cost of recruiting and hiring.

During the Restricted Period, Employee must not Solicit the business of any Covered Customer. This covenant is limited to the Covered Customers within Employee's own sphere of customer goodwill and does not reach Employer's full customer base. It protects Employer's Protected Interest in Employee's special influence over Employer's customers, obtained during employment.

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. Because it reaches further from Employee's own customer influence, it is drawn to the Covered Customers within Employee's sphere of customer goodwill and is no greater than necessary to protect Employer's Protected Interests.

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 is no greater than necessary to protect Employer's Protected Interests, imposes no undue hardship on Employee, and is not injurious to the public interest; the Restricted Territory is limited to the area of Employee's actual customer or patient contact, and the duration is tailored to the interest protected. This covenant does not apply, and Employer will not require or enforce it, against Employee if Employee earns an hourly rate at or below 200 percent of the federal minimum wage, the threshold set by RSA 275:70-a; and, for a new hire required to sign as a condition of employment, this covenant is subject to the RSA 275:70 pre-acceptance delivery in the Timing, Consideration, and Pre-Acceptance Delivery section. Passive Public Holdings are permitted.

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 this covenant restrains active roles at and material participation in a Competitive Business, it functions as a covenant not to compete; it is therefore subject to the same RSA 275:70-a wage-based exclusion and the same RSA 275:70 pre-acceptance delivery condition for a new hire as the Non-Competition covenant in this agreement, and is drawn no broader than necessary to protect Employer's Protected Interests.

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 the right to discuss wages, hours, and other terms and conditions of employment under Section 7 of the National Labor Relations Act.

Notwithstanding any other provision of this agreement, this agreement does not restrict, and Employer will not require or enforce any restriction on, the right of a covered New Hampshire clinician — a physician, nurse, advanced practice registered nurse, or podiatrist licensed by the applicable board — to practice in any geographic area for any period of time after the partnership, employment, or professional relationship ends, consistent with RSA 329:31-a, RSA 326-B:45-a, RSA 326-B:45-b, and RSA 315:18; the remaining provisions of this agreement remain in full force and effect. Where Employer's concern is protecting Confidential Information or trade secrets rather than practice location, that concern is addressed by the Confidential Information and Trade Secret Protection section.

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 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 a covenant in this agreement that is enforceable under New Hampshire law. Employer will not assert against a third party a covenant that is unenforceable or void — including a noncompete undisclosed to a new hire under RSA 275:70 or a noncompete barred by the RSA 275:70-a wage-based exclusion. Employee consents to disclosure permitted by this section.

If Employee breaches any restrictive covenant in this agreement, the Restricted Period for that covenant is extended by one day for each day of the breach, so that the full duration of the restriction runs from the date the breach ends. This clause is tied to the protected interest and the covenant's overall duration, and the parties do not assume a court will carry any period beyond the agreement's fair and natural meaning.

Employee acknowledges that a breach of this agreement may cause Employer irreparable harm for which money damages would be inadequate, and that Employer may seek injunctive or other equitable relief in addition to any other remedies available at law.

If any provision of this agreement is found to be unenforceable, the remaining provisions remain in full force and effect. Each restrictive covenant in this agreement is intended to be independently enforceable. Consistent with RSA 275:70, if the noncompete is unenforceable for failure of pre-acceptance disclosure, that result does not affect the other provisions of this agreement, which remain in full force and effect.

This agreement does not rely on judicial reformation to cure overbreadth: each restrictive covenant is drawn no broader than necessary and is intended to be enforceable as written. A court is nonetheless requested to reform rather than void any restraint found to be overbroad, to the extent New Hampshire law permits and consistent with the good-faith execution the Timing, Consideration, and Pre-Acceptance Delivery section preserves.

Each restrictive covenant in this agreement survives the termination of Employee's employment for the Restricted Period specified in Cover Terms. Obligations under the Confidential Information and Trade Secret Protection section survive for as long as the information remains a trade secret. 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, and this agreement's covenants are conveyed by that assignment under its plain terms. This agreement is binding on and inures to the benefit of the parties and their respective heirs, successors, and permitted assigns.

This agreement is governed by the law of the state listed in Cover Terms under Governing Law. Disputes will be resolved in the courts of the Governing Law state, subject to non-waivable rights under applicable law.

This agreement constitutes the entire agreement between the parties regarding its subject matter and supersedes all prior agreements, understandings, and negotiations on this subject. This agreement may be amended only in writing signed by both parties. 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.