Employee Restrictive Covenant Agreement

“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 only those established customers of Employer from whom Employee solicited, or with whom Employee had material contact, or for whom Employee had responsibility, during the 12 months before termination of employment. This defined class is deliberately bounded to the established customers of Employer that Employee actually dealt with; it does not extend to prospective customers, to former customers, or to Employer's customers generally, so that the customer non-solicitation covenant stays within the direct-solicitation-of-established-customers restriction that Okla. Stat. tit. 15, § 219A(A) permits and does not function as a restraint on competition.

“Covered Employees” means those employees and independent contractors of Employer with whom Employee worked, or whom Employee supervised or managed, during the 12 months before termination of employment. This defined class is bounded to colleagues Employee actually worked with rather than Employer's workforce generally.

“Protected Interests” means Employer's trade secrets, Confidential Information, company property, legally protected business information, and Employer's relationships with its established Covered Customers and its workforce.

“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.

“Direct Solicitation” means for Employee personally to initiate contact with, approach, induce, or encourage a Covered Customer for the purpose of selling to that Covered Customer goods or services, or a combination of goods and services, of the kind Employer provides, and thereby diverting that customer's business away from Employer. Direct Solicitation does not include indirect solicitation, passively receiving or responding to an inquiry that Employee did not initiate, responding to a general advertisement or an unsolicited approach, or continuing to serve a Covered Customer who follows Employee without any initiating contact by Employee. This term is drawn to track the direct-solicitation boundary of Okla. Stat. tit. 15, § 219A(A) and deliberately does not reach indirect solicitation.

“Solicit Employees” means for Employee, directly or indirectly, actively or inactively, to solicit, recruit, or induce a Covered Employee to leave Employer and to become an employee or independent contractor of another person or business. Okla. Stat. tit. 15, § 219B removes a covenant against soliciting a business's employees or independent contractors from the restraint-of-trade prohibition and permits it to reach direct or indirect, active or inactive solicitation; this term is confined to solicitation and does not bar Employee from hiring a Covered Employee who applies on the Covered Employee's own initiative without any solicitation by Employee.

“Trade Secrets” means information that qualifies for protection as a trade secret under applicable law, including under the Oklahoma Uniform Trade Secrets Act, information that derives independent economic value, actual or potential, from not being generally known to, and not being readily ascertainable through proper means by, another person who can obtain economic value from its disclosure or use.

Employee acknowledges that the confidentiality, company-property, non-disparagement, and non-solicitation obligations in this agreement are intended to protect Employer's Protected Interests without restraining Employee from exercising a lawful profession, trade, or business, and without operating as a covenant not to compete. The parties agree that the customer and employee non-solicitation covenants in this agreement are included solely to protect Employer's relationships with its established Covered Customers and its workforce and the Confidential Information underlying those relationships, and are not a substitute restraint on competition; nothing in those covenants bars Employee from working for a competitor, from engaging in the same or a similar business as Employer, or from earning a living in Employee's profession, trade, or business. This agreement is effective as of the Effective Date listed in Cover Terms. The parties acknowledge that, under Okla. Stat. tit. 15, § 217, every contract by which a person is restrained from exercising a lawful profession, trade, or business of any kind is to that extent void, except as provided by §§ 218-219, § 219A, and § 219B, and that this agreement therefore contains no employee covenant not to compete. If Employee signs this agreement after Employee's employment with Employer has begun, Employer agrees to provide Employee fresh and identifiable consideration beyond continued employment, as recited or referenced in Cover Terms or in a separate writing, because Oklahoma has not settled whether continued at-will employment alone supports a mid-employment covenant. Employee acknowledges having had the opportunity to consult with independent legal counsel before signing this agreement.

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, as reflected in the Trade Secrets Duration in Cover Terms. Employee's obligations regarding other Confidential Information continue for the Other Confidential Information Duration specified in Cover Terms. These confidentiality and trade-secret protections restrain the misuse of protected information rather than the exercise of a trade; they are not a covenant not to compete and must not be applied so broadly that observing them would effectively bar Employee from practicing Employee's occupation or working for another employer.

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 (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 specified in Cover Terms for Customer Non-Solicitation, Employee must not engage in Direct Solicitation of any Covered Customer. This covenant bars only Employee's direct solicitation of the sale of goods or services, or a combination of goods and services, from Employer's established Covered Customers; it does not bar indirect solicitation, does not reach prospective or former customers, and does not restrict solicitation by any person other than Employee. This covenant protects Employer's relationships with, and Confidential Information concerning, its established Covered Customers; it does not prohibit Employee from working for a competitor, from engaging in the same or a similar business as Employer, from competing with Employer generally, or from doing business with a Covered Customer who approaches Employee without any Direct Solicitation by Employee. Because it reaches only the direct solicitation of Employer's established Covered Customers, this covenant is drawn to stay within the customer restriction that Okla. Stat. tit. 15, § 219A(A) permits and no further, and it is not a covenant not to compete. It must not be applied or construed so as to bar Employee from working for another employer.

During the Restricted Period specified in Cover Terms for Employee Non-Solicitation, Employee must not Solicit Employees as that term is defined. This covenant protects the stability of Employer's workforce; it does not prohibit Employee from providing a professional reference on request, from hiring a Covered Employee who applies on the Covered Employee's own initiative without any solicitation by Employee, or from working for a competitor. Because it is confined to the solicitation of Employer's employees and independent contractors, this covenant is an anti-raiding provision that Okla. Stat. tit. 15, § 219B removes from the restraint-of-trade prohibition, and it is not a covenant not to compete. It stops at solicitation and does not impose a flat no-hire ban.

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, 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, or otherwise exercising rights protected by law.

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 restrictive covenant from a prior relationship, before Employee's first contact with any Covered Customer. The parties acknowledge that a restrictive covenant from a prior relationship may be void under Oklahoma law even though it carries a mandatory out-of-state forum-selection clause that could move a dispute over it to another court, so early disclosure allows counsel to assess that venue exposure.

Employer may disclose the existence and terms of Employee's confidentiality, trade-secret, return-of-property, non-disparagement, customer non-solicitation, and employee anti-raiding obligations under this agreement to any prospective employer or business associate of Employee if Employer has a reasonable belief that Employee may breach those obligations. Any such disclosure is limited to the covenants that survive under Oklahoma law and does not extend to any covenant not to compete, which this agreement does not contain. Employee consents to this disclosure.

Employee acknowledges that a breach of this agreement may cause Employer irreparable harm for which money damages would be inadequate. Under the Oklahoma Uniform Trade Secrets Act, actual or threatened misappropriation of a trade secret may be enjoined, and Employer may seek injunctive or other equitable relief to prevent such misappropriation and to enforce Employee's confidentiality, non-disparagement, return-of-property, customer non-solicitation, and employee anti-raiding obligations. Injunctive relief is available only to enforce obligations that survive under Oklahoma law; no provision of this agreement entitles Employer to enjoin Employee from working for a competitor. If a party prevails in an action to enforce a lawful obligation under this agreement, the non-prevailing party must reimburse the prevailing party's reasonable attorney's fees and costs to the extent permitted by applicable 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 and is drafted at the outset to stay within the statutory carve-outs of Okla. Stat. tit. 15, §§ 218-219, 219A, and 219B. The parties do not rely on this section to rescue an overbroad covenant: Oklahoma courts will not narrow or blue-pencil an overbroad employment covenant, even by deleting a single offending word, but will void the provision whole, so this section is not an invitation for a court to rewrite any covenant into validity. This section does its ordinary work of separating any void provision from the confidentiality, trade-secret, non-disparagement, customer non-solicitation, and employee anti-raiding covenants that survive.

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. Nothing survives that this agreement does not lawfully contain, including any covenant not to compete.

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. Assignment moves the covenants that survive under Oklahoma law to the assignee; it does not enlarge them, and a covenant that § 217 voids does not become enforceable because the business changed hands.

This agreement is governed by the law listed in Cover Terms, including Okla. Stat. tit. 15, §§ 217, 219A, and 219B. Any dispute arising under or relating to this agreement is subject to the venue listed in Cover Terms. The parties acknowledge that an Oklahoma forum court will not apply a contractually chosen foreign law where doing so would violate Oklahoma's public policy against restraints on the exercise of a lawful profession, trade, or business, so a foreign choice-of-law clause does not by itself revive a covenant that § 217 voids. The parties further acknowledge that a mandatory out-of-state forum-selection clause is the operative enforcement risk, because a court in another forum applying another state's law may enforce a covenant Oklahoma would void; accordingly, the venue in Cover Terms is set in Oklahoma so that a controversy arising in Oklahoma is heard by a court that will apply Oklahoma's void rule.

This agreement constitutes the entire agreement between the parties regarding its subject matter and supersedes all prior agreements, understandings, and negotiations on this subject, whether written or verbal. The parties adopt this integration to keep the covenant universe confined to the signed text, because Okla. Stat. tit. 15, § 219A(A) reaches an agreement not to compete made in writing or verbally. 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.