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, and does not include any customer, vendor, referral source, or business partner whose relationship with Employer predated Employee's 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 a Pennsylvania covenant may protect under the four-part enforceability test of Socko v. Mid-Atlantic Systems of CPA, Inc., namely Employer's Confidential Information, Employer's trade secrets, Employer's goodwill in its customer, vendor, referral-source, and business-partner relationships, and the specialized training, skills, and carefully guarded methods of doing business that Pennsylvania courts have recognized since Morgan's Home Equipment Corp. v. Martucci, 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 affirmatively contact, approach, induce, encourage, or entice a person or entity, directed at a Covered Customer or Covered Employee, for the purpose of diverting business away from Employer or of recruiting a Covered Employee, and does not include Employee's mere acceptance of business from a Covered Customer who seeks Employee out, responding to general advertisements, or responding to unsolicited inquiries not initiated by Employee.

“Trade Secrets” means information that qualifies for trade-secret protection under applicable Pennsylvania and federal law, including the Pennsylvania Uniform Trade Secrets Act, for as long as the information continues to derive independent economic value from not being generally known and remains the subject of reasonable efforts to maintain its secrecy.

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. Pennsylvania has no general non-compete statute; enforceability is governed by the common-law four-part test restated in Socko v. Mid-Atlantic Systems of CPA, Inc., 126 A.3d 1266 (Pa. 2015), under which a post-employment restraint is enforceable only if it is (1) ancillary to an employment relationship between an employee and an employer, (2) supported by adequate consideration, (3) reasonably limited in duration and geographic extent, and (4) designed to protect the legitimate interests of the employer. The framework traces to Morgan's Home Equipment Corp. v. Martucci, 136 A.2d 838 (Pa. 1957): a post-employment covenant is only prima facie enforceable when reasonably limited as to duration and geographic extent, and the protectable interests are specialized training, skills, and carefully guarded methods amounting to trade secrets, alongside confidential information and customer goodwill, enforced only so far as reasonably necessary for the employer's protection. Because the parties bargain from inherently unequal positions, Pennsylvania courts subject these covenants to close scrutiny (Reading Aviation Service, Inc. v. Bertolet, 311 A.2d 628 (Pa. 1973)). 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.

The parties acknowledge and intend that each restrictive covenant in this agreement be supported by adequate consideration, which in Pennsylvania is a make-or-break element of the four-part enforceability test rather than a formality. If this agreement is signed at the outset of employment, the offer and commencement of employment is the consideration. If Employee is an existing employee signing after employment has already begun, the parties agree that continued at-will employment alone is not adequate consideration, and that the covenants are instead supported by the new and valuable consideration described in Cover Terms under New Consideration for a Mid-Employment Covenant — a corresponding benefit or beneficial change in employment status, such as a raise, bonus, or promotion — which Employer has actually delivered to Employee (Socko v. Mid-Atlantic Systems of CPA, Inc., 126 A.3d 1266 (Pa. 2015); Maintenance Specialties, Inc. v. Gottus, 314 A.2d 279 (Pa. 1974); George W. Kistler, Inc. v. O'Brien, 347 A.2d 311 (Pa. 1975)). The parties do not rely on any statement of intent to be legally bound under the Uniform Written Obligations Act to supply that consideration; Socko holds that such a recital cannot substitute for new and valuable consideration in the restrictive-covenant context. Where a covenant is executed shortly after the first day of work, the parties acknowledge that it is enforceable without new consideration only if they had agreed to its essential provisions at the start of the employment relationship (Rullex Co. v. Tel-Stream, Inc., 232 A.3d 620 (Pa. 2020)). Employee acknowledges having had the opportunity to consult with independent legal counsel before signing this agreement, and acknowledges that adequate consideration establishes only that the covenants are supported, not that they are reasonable — each covenant must independently satisfy the reasonableness elements of the Socko test on duration, geography, 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, which is how federal law and the Pennsylvania Uniform Trade Secrets Act key trade-secret status — to information that derives independent economic value from not being generally known and that is the subject of reasonable efforts to maintain its secrecy (see 18 U.S.C. § 1839(3)). 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 making disclosures required by law, court order, or a government investigation, with notice to Employer where lawful; 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 build the record needed to show what Confidential Information left and what came back, making Employer's Protected Interests concrete rather than rhetorical, and serving as part of Employer's reasonable efforts to maintain the secrecy of its trade secrets.

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 four-part Socko reasonableness test and reaches only Covered Employees — colleagues the departing Employee actually worked with or managed during the look-back window — during the Restricted Period, no broader than reasonably necessary to protect Employer's workforce stability and goodwill.

During the Restricted Period, Employee must not Solicit the business of any Covered Customer within the Restricted Territory. This covenant restrains only affirmative outreach: consistent with First National Trust Co. v. English, No. 1109 WDA 2025 (Pa. Super. Feb. 18, 2026), the operative verbs solicit, divert, and entice each require an affirmative act, so Employee's mere acceptance of business from a Covered Customer who seeks Employee out is not a breach. The covenant is given a geographic limit — a non-solicitation clause with no geographic scope was held unenforceable as written in English — reaches only Covered Customers with whom Employee had material contact, and does not reach customers whose relationships predated Employee's employment. Analyzed under the four-part Socko reasonableness test, it is no broader than reasonably necessary to protect Employer's goodwill in its customer relationships, 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 within the Restricted Territory, regardless of whether Employee or the Covered Customer first initiated contact. This restriction is a deliberate escalation beyond non-solicitation because it reaches the passive acceptance of business that Pennsylvania's affirmative-act reading of solicitation leaves free (First National Trust Co. v. English, No. 1109 WDA 2025 (Pa. Super. Feb. 18, 2026)); it therefore presses harder on the reasonableness elements of the Socko test and needs its own justification. Accordingly 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 four-part enforceability test of Socko v. Mid-Atlantic Systems of CPA, Inc., 126 A.3d 1266 (Pa. 2015), the parties intend this covenant to be ancillary to the employment relationship, supported by adequate consideration, reasonably limited in duration and geographic extent, and designed to protect Employer's legitimate interests, with its duration and territory sized to Employee's actual role and Employer's actual market and weighed together against that market (Sidco Paper Co. v. Aaron, 351 A.2d 250 (Pa. 1976)). The parties acknowledge that Pennsylvania courts subject these covenants to close scrutiny because of the parties' unequal bargaining positions (Reading Aviation Service, Inc. v. Bertolet, 311 A.2d 628 (Pa. 1973)). 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 reasonably necessary and leaves Employee the rest of the industry. If Employee is a health care practitioner covered by the Fair Contracting for Health Care Practitioners Act, this covenant is separately subject to, and limited by, the Health Care Practitioner Covenants and Patient Notice section below. 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 four-part Socko reasonableness test and is drawn no broader than reasonably 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 health care practitioner covered by the Fair Contracting for Health Care Practitioners Act (Act 74 of 2024) — a medical doctor, a doctor of osteopathy, a certified registered nurse anesthetist, a certified registered nurse practitioner, or a physician assistant — any noncompete covenant in this agreement is governed by that Act rather than by the ordinary reasonableness analysis. For a covenant entered into after the Act's January 1, 2025 effective date, a noncompete covenant is deemed contrary to public policy and is void and unenforceable by Employer, except that Employer may enforce a noncompete covenant only if the covenant runs no more than one year and Employer did not dismiss the practitioner. Accordingly, any noncompete covenant in this agreement that would restrain such a practitioner is limited to no more than one year and is unenforceable if Employer dismissed the practitioner. When a covered practitioner departs, Employer must notify the patients the practitioner saw within the past year, where there was an ongoing outpatient relationship of at least two years, within 90 days of the departure; this duty is Employer's and does not depend on whether any covenant survives, and nothing in this agreement is intended to treat the practitioner's departure or destination as confidential information that Employer may not communicate to patients. The Act does not bar Employer from recovering reasonable, practitioner-specific expenses such as relocation, training, and patient-base establishment costs accrued within the three years before separation, amortized over up to five years, except that this recovery is unavailable where Employer dismissed the practitioner.

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, so that any incoming restrictive covenant can be tested against Pennsylvania's four-part framework and its consideration rule at the outset rather than after a demand letter arrives.

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 warning a new employer off Employee based on a covenant a Pennsylvania court would refuse to enforce — for missing consideration, overbreadth, or the health care rules — may expose Employer to a tortious-interference claim, and that it should condition any such notice on a restraint it is prepared to defend under the four-part test.

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. The parties acknowledge that Pennsylvania law does not squarely endorse automatically tolling or extending a restricted period, that every restraint must be reasonably necessary and reasonably limited in duration (Sidco Paper Co. v. Aaron, 351 A.2d 250 (Pa. 1976)), and that a covenant is only prima facie enforceable when reasonably limited as to time (Morgan's Home Equipment Corp. v. Martucci, 136 A.2d 838 (Pa. 1957)). Any extension under this section is itself a separate, breach-tied, bounded restraint that must remain reasonable; the parties do not intend an open-ended or indefinite extension, and do not assume that a court will revive an expired covenant.

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. The parties acknowledge that enforcement of these covenants in Pennsylvania is equitable at its core — the courts permit only the equitable enforcement of post-employment restraints that are reasonably necessary for the employer's protection and reasonably limited in duration and geographic extent (Sidco Paper Co. v. Aaron, 351 A.2d 250 (Pa. 1976)) — so that this acknowledgement supports, but never replaces, the showing a court will demand before restraining anyone. Any provision for attorney's fees and costs applies to the prevailing party on a mutual basis.

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. Each covenant is drafted in separable tiers — customer-specific alternatives beneath broader restraints, and distinct duration and geography steps — so that a court has reasonable portions to enforce without being asked to author the restraint itself.

A Pennsylvania court of equity may grant enforcement limited to those portions of an overbroad covenant that are reasonably necessary for the protection of the employer (Sidco Paper Co. v. Aaron, 351 A.2d 250 (Pa. 1976)); Employer therefore requests such limited enforcement if any restraint in this agreement is found to be overbroad. The parties acknowledge that this power is discretionary and bounded, and that Pennsylvania courts warn that freely rewriting overbroad covenants would encourage employers with superior bargaining power to insist on unreasonable and excessive restrictions (Reading Aviation Service, Inc. v. Bertolet, 311 A.2d 628 (Pa. 1973)), so that a court may decline to rescue a covenant drafted far broader than necessary. 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, independently of every other covenant so that each clock can be checked on its own footing under the four-part test. 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, expressly including each restrictive covenant in it, to any affiliate, successor, or acquirer of all or substantially all of Employer's business or assets, whether by sale of assets or otherwise. 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 specific assignability provision for the restrictive covenants because, in Pennsylvania, a restrictive covenant in an employment agreement is not assignable to a purchasing business entity in a sale of assets absent a specific assignability provision — the covenant is otherwise personal and confined to the employer with whom the agreement was made, and a generic successors-and-assigns recital that never mentions the restrictive covenants leaves an asset buyer with nothing to enforce (Hess v. Gebhard & Co. Inc., 808 A.2d 912 (Pa. 2002)).

This agreement is governed by the law listed in Cover Terms. Where Pennsylvania law governs, the enforceability of each restrictive covenant is determined under the common-law four-part test of Socko v. Mid-Atlantic Systems of CPA, Inc. and its progeny, the new-consideration rule for a covenant signed after employment begins, and, for a covered health care practitioner, the Fair Contracting for Health Care Practitioners Act; there is no general Pennsylvania non-compete statute and no statutory safe harbor outside that Act, 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. For a Pennsylvania workforce, the parties intend that the governing-law and venue choices match where Employee actually lives and works, so that the covenant is measured against the law it was drafted for rather than tee up a choice-of-law fight on top of the merits.

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 a restrictive covenant added or expanded by a later amendment is a later-agreed restraint that must be supported by its own new consideration, and that a statement of intent to be legally bound cannot supply that consideration (George W. Kistler, Inc. v. O'Brien, 347 A.2d 311 (Pa. 1975)). 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.