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.

“Covered Customers” means customers, 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 the legitimate business interests an Ohio covenant may protect under the Raimonde v. Van Vlerah reasonableness rule, namely Employer's Confidential Information, Employer's trade secrets as defined by the Ohio Uniform Trade Secrets Act (Ohio Rev. Code § 1333.61), and Employer's goodwill in its customer, vendor, referral-source, and business-partner relationships, 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.

“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 Ohio Uniform Trade Secrets Act, Ohio Rev. Code § 1333.61(D).

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 required for that protection. Ohio has no general non-compete statute; enforceability is governed by the common-law reasonableness rule of Raimonde v. Van Vlerah, 42 Ohio St. 2d 21, 325 N.E.2d 544 (1975), under which a post-employment restraint is reasonable only if it is no greater than is required for the protection of the employer, does not impose undue hardship on the employee, and is not injurious to the public. 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 scope, to impose no undue hardship on Employee, and to cause no injury to the public.

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 at-will employment relationship that it could otherwise legally have terminated without cause, which is itself sufficient consideration for the covenants under Lake Land Emp. Group of Akron, LLC v. Columber, 101 Ohio St. 3d 242, 2004-Ohio-786; 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 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 Raimonde reasonableness test on time, territory, and scope. 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. Trade secrets are protected under Ohio law, including the Ohio Uniform Trade Secrets Act, Ohio Rev. Code §§ 1333.61–1333.69, which defines a trade secret by its independent economic value from not being generally known and by efforts that are reasonable under the circumstances to maintain its secrecy (Ohio Rev. Code § 1333.61(D)). 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 Ohio Rev. Code § 1333.61(D).

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. As the lightest restraint in this agreement, this covenant is analyzed under the Raimonde reasonableness rule and reaches only Covered Employees during the Restricted Period, no broader than necessary to protect Employer's workforce stability and goodwill.

During the Restricted Period, Employee must not Solicit the business of any Covered Customer. Ohio courts analyze this customer non-solicitation covenant under the Raimonde reasonableness rule (Raimonde v. Van Vlerah, 42 Ohio St. 2d 21, 325 N.E.2d 544 (1975)); 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.

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 because it presses harder on the undue-hardship prong of the Raimonde reasonableness rule it is sized tightly to the goodwill it protects and reaches only Covered Customers with whom Employee had material contact.

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 Raimonde v. Van Vlerah reasonableness rule, the parties intend this covenant to be no greater than is required for the protection of Employer, to impose no undue hardship on Employee, and to cause no injury to the public, with its time and territory sized to Employee's actual role and Employer's actual market. 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 it is no greater than required. 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. Because this covenant restrains active roles at and material participation in a Competitive Business, it is a post-employment restraint analyzed under the Raimonde reasonableness rule and is 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, any covenant in this agreement restraining Employee from the practice of medicine is drafted against Ohio's heightened public-interest scrutiny for physician covenants and not as an ordinary commercial restraint. Ohio courts hold that a covenant restraining a physician-employee from competing with the employer is unreasonable where it imposes undue hardship on the physician and is injurious to the public because the physician's services are vital to the health, care, and treatment of the public and the demand for that medical expertise is critical to the community (MetroHealth Sys. v. Khandelwal, 2022-Ohio-77, 183 N.E.3d 590 (8th Dist.); Williams v. Hobbs, 9 Ohio App. 3d 331, 460 N.E.2d 287 (10th Dist. 1983)). Accordingly, any physician covenant in this agreement is intended to use a narrow radius and a short term, to preserve patient access and continuity of care, and to be enforced only to the extent it survives that heightened scrutiny under the Raimonde reasonableness rule. There is no enacted Ohio statute banning health-care non-competes, and this agreement does not assume any pending legislation.

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 this agreement. Employee consents to this disclosure. Employer acknowledges that a notice built on a covenant that later fails the Raimonde reasonableness analysis may expose Employer to a claim, and that it should condition any such notice on a restraint it is prepared to defend on all three prongs.

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. Consistent with Ohio law, the parties further acknowledge that a covenant not to compete may not expire while the enforceability of the agreement is being litigated, so that the Restricted Period may be equitably extended until the litigation is resolved (Homan, Inc. v. A1 AG Servs., L.L.C., 175 Ohio App. 3d 51, 2008-Ohio-277 (3d Dist.)). Any such extension is itself a restraint that must remain reasonable and bounded under the Raimonde rule; 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 Ohio Uniform Trade Secrets Act, Ohio Rev. Code § 1333.62(A), under which actual or threatened misappropriation of a trade secret may be enjoined independent of any covenant. Employer acknowledges that overreach has a price: where a covenant fails and the agreement contains a prevailing-party fee provision, a court applying Ohio law has required the employer to pay the former employee's attorney's fees and litigation costs under the employer's own clause (Cintas Corp. v. Perry, 517 F.3d 459 (7th Cir. 2008)).

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.

Ohio courts are empowered to modify or amend an overbroad covenant and to enforce it to the extent necessary to protect the employer's legitimate interests, having abandoned strict blue-penciling in Raimonde v. Van Vlerah, 42 Ohio St. 2d 21, 325 N.E.2d 544 (1975); Employer therefore requests reformation if any restraint in this agreement is found to be overbroad. That power is discretionary rather than automatic: an Ohio court may decline to rewrite a covenant so overbroad that reforming it would require rebuilding the agreement (Kross Acquisition Co. v. Groundworks Ohio, LLC, 2024-Ohio-592, 236 N.E.3d 453 (1st Dist.)). Accordingly, each restrictive covenant in this agreement is drawn as a tiered, severable, 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.

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 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 in transactions that are not statutory mergers; after a statutory merger, a surviving company may enforce these covenants as if it had stepped into Employer's shoes even without assignment language, provided the covenants are reasonable in its hands (Acordia of Ohio, L.L.C. v. Fishel, 133 Ohio St. 3d 356, 2012-Ohio-4648).

This agreement is governed by the law listed in Cover Terms. Where Ohio law governs, the enforceability of each restrictive covenant is determined under the common-law reasonableness rule of Raimonde v. Van Vlerah and its progeny; there is no general Ohio 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 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. 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.