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, information that arises from Employee's general training, knowledge, skill, or experience whether gained on the job or otherwise, information that is readily ascertainable to the public, and information Employee otherwise has a right to disclose as legally protected conduct.

“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 Employer's legitimate interest in protecting its Trade Secrets, other Confidential Information, confidential customer relationships, and goodwill. Protection from ordinary competition is not a Protected Interest, and each covenant in this agreement identifies the specific interest it serves.

“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 initiate contact with, approach, induce, or encourage 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” means information that qualifies as a trade secret under the Rhode Island Uniform Trade Secrets Act, R.I. Gen. Laws § 6-41-1(4), and under applicable federal law, including 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, and that is the subject of reasonable efforts to maintain its secrecy (see also the federal Defend Trade Secrets Act, 18 U.S.C. § 1839(3)).

Employer and Employee acknowledge that each restrictive covenant in this agreement is ancillary to a valid employment relationship. Employee will receive access to Employer's Confidential Information and Trade Secrets and will develop goodwill with Employer's customers in the course of employment, and each covenant in this agreement is included solely to protect Employer's Protected Interests and is drawn no broader than apparently necessary to protect the party in whose favor it runs. Employer would not provide Employee with access to its Confidential Information and Trade Secrets absent the protections in this agreement. The parties intend each covenant to be drawn within the scope Rhode Island law permits at the outset rather than in reliance on judicial narrowing.

This agreement is effective as of the Effective Date listed in Cover Terms. Employer and Employee acknowledge that the consideration exchanged for the restrictive covenants in this agreement — which may include the offer or continuation of at-will employment together with training, licensure support, access to Confidential Information and Trade Secrets, or other value — is adequate and is exchanged for those covenants, and this agreement records that consideration so the contemporaneous exchange is available if enforcement is later sought. Employee may consult an attorney before entering into 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 for the period specified in Cover Terms under Trade Secrets Duration, which is intended to last as long as the information remains a trade secret. Employee's obligations regarding other Confidential Information continue for the period specified in Cover Terms under Other Confidential Information Duration. This section is an agreement not to use or disclose Employer's trade-secret information, including after employment ends, and does not prohibit Employee from using information that arises from Employee's general training, knowledge, skill, or experience, whether gained on the job or otherwise, information readily ascertainable to the public, or information Employee otherwise has a right to disclose as legally 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; (e) disclosing information that arises from Employee's general training, knowledge, skill, or experience, information readily ascertainable to the public, or information Employee otherwise has a right to disclose as legally protected conduct; or (f) 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 is limited to initiating contact with or actively soliciting Covered Employees; it 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 is confined to the Covered Employees class and the Restricted Period.

During the Restricted Period, Employee must not Solicit the business of any Covered Customer. This covenant is scoped to Covered Customers over the Covered Customer Period rather than to a geographic territory, is included solely to protect Employer's Protected Interests, and is drawn no broader than apparently necessary to protect them. If Employee is a physician or an advanced practice registered nurse, this covenant does not apply to and is not enforceable against Employee as a restriction of the right to practice protected by R.I. Gen. Laws §§ 5-37-33 / 5-34-50.

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. The parties include this covenant only where a genuine Protected Interest supports it, and it is drawn no broader than apparently necessary to protect that interest.

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 applies, and is enforceable, only if Employee is outside every worker category the Rhode Island Noncompetition Agreement Act protects: it is unenforceable against an employee who is nonexempt under the Fair Labor Standards Act, an undergraduate or graduate student intern, an employee age eighteen or younger, or an employee whose average annual earnings are not more than two hundred fifty percent of the federal poverty level for individuals (R.I. Gen. Laws §§ 28-59-3(a), 28-59-2(7)). This covenant does not apply to and is not enforceable against a physician or an advanced practice registered nurse as a restriction of the right to practice (§§ 5-37-33 / 5-34-50). This covenant is included solely to protect Employer's Protected Interests, is ancillary to a valid relationship, is supported by consideration, and is drawn no broader than apparently necessary to protect that interest. Where Employer can identify its real competitors, the Specified Competitors listed in Cover Terms bound this covenant in place of, or in addition to, the Competitive Business definition. 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. This covenant is subject to the same Rhode Island gates as the non-competition covenant: it does not apply to a protected-category worker, a physician, or an advanced practice registered nurse; it identifies a legitimate interest that protection from the worker's capital alone will not supply; and it is drawn no broader than apparently 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, discussing wages, hours, or working conditions as protected by law, or otherwise exercising rights protected by law.

If Employee is a physician licensed to practice medicine, any restriction of Employee's right to practice medicine in this agreement is void and unenforceable with respect to that restriction, and the remaining provisions of this agreement stay in effect (R.I. Gen. Laws § 5-37-33). If Employee is an advanced practice registered nurse, any restriction of Employee's right to practice is likewise void and unenforceable with respect to that restriction, and the remaining provisions stay in effect (R.I. Gen. Laws § 5-34-50). For such a provider, this agreement operates only to the extent it does not restrict that right to practice.

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. Employee's representations in this section include the facts that determine whether a covenant is enforceable against Employee under R.I. Gen. Laws § 28-59-3(a) or void under §§ 5-37-33 / 5-34-50.

Employer may disclose the existence and terms of this agreement to a prospective employer or business associate of Employee only where a covenant in this agreement is enforceable against Employee under Rhode Island law and Employer has a reasonable belief that Employee may breach that covenant. Employer will not present or attempt to enforce a covenant that is unenforceable against Employee under the Rhode Island Noncompetition Agreement Act or void under §§ 5-37-33 / 5-34-50. Employee consents to a disclosure permitted by this section.

The Restricted Period for each covenant runs from the date Employee's employment ends and is not extended by any period of breach.

Employee acknowledges that a breach of this agreement may cause Employer irreparable harm for which money damages would be inadequate, and Employer may seek injunctive or other equitable relief in addition to any other remedies available at law. Where Employer's Trade Secrets are threatened, Employer may also seek an injunction against actual or threatened misappropriation under the Rhode Island Uniform Trade Secrets Act (R.I. Gen. Laws § 6-41-2(a)), and the contractual remedies in this agreement survive alongside the statutory ones (§ 6-41-7(b)). Any fee-shifting between the parties is mutual and prevailing-party based.

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 drawn in separable tiers so that an unenforceable covenant does not affect the others. Consistent with R.I. Gen. Laws § 28-59-3(b), if a non-compete in this agreement is unenforceable against Employee under the Noncompetition Agreement Act, the remainder of this agreement survives.

The parties intend that a court may modify and partially enforce any covenant in this agreement. Each restrictive covenant in this agreement is drawn no broader than reasonably necessary at the outset rather than in reliance on judicial narrowing.

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 as long as the relevant information remains a trade secret. Each covenant survives independently of the others. 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.

This agreement is governed by the law listed in Cover Terms. For a Rhode Island-based worker, the parties select Rhode Island law and a Rhode Island forum to keep the enforceability analysis where the covenant's facts sit. All 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, and any amendment that changes the scope of a restrictive covenant states which covenant version controls. 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.