> **This is a fill-in template, not legal advice.** Replace every `[bracketed field]`
> with your own value. `[[Defined Terms]]` (double brackets) are glossary markers, not blanks.
> Token-only (programmatic-fill) version: ./template.md

# Employee Restrictive Covenant Agreement

## Cover Terms

The terms below are incorporated into and form part of this agreement.

Employer
: [Legal name of the employer]

Employee
: [Full legal name of the employee]

Employee Title / Position
: [Employee job title or position (optional)]

Effective Date
: [Effective date of this agreement. In Rhode Island the execution date fixes which statutes and figures frame the covenant: the APRN practice-restriction ban took effect June 17, 2024 (R.I. Gen. Laws § 5-34-50), and the low-wage category is indexed to the federal poverty guidelines, which change over time (§ 28-59-2(7)).]

Governing Law
: Rhode Island

Rhode Island Statutory Gates

Protected-Category Screen Confirmation
: Reviewer to confirm the worker is outside every protected category before including a non-compete

Confidentiality

Trade Secrets Duration
: Perpetual

Other Confidential Information Duration
: 24 months

Employee Non-Solicitation

Duration
: 12 months

Covered Employee Period
: 12 months

Customer Non-Solicitation

Duration
: 12 months

Covered Customer Period
: 12 months

Non-Competition

Duration
: 12 months

Restricted Territory
: the geographic area in which Employer's protected legitimate interests actually operate

Competitive Business
: [Description of the business activities that constitute competition with the employer.]

Specified Competitors
: [Optional named list of specific competitors. Naming the employer's real competitors is strong evidence the covenant extends no further than apparently necessary — the exact measure Rhode Island enforces these provisions against (Durapin, Inc. v. Am. Prods., Inc., 559 A.2d 1051 (R.I. 1989)).]

No Business with Covered Customers

Duration
: 12 months

Non-Investment

Duration
: 12 months

Passive Public Holdings

Passive Public Holdings Threshold
: five percent

Non-Disparagement

Duration
: 24 months

## Standard Terms

### Defined Terms

[[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. This definition is kept deliberately narrow so that this agreement's confidentiality terms remain a nondisclosure or confidentiality agreement excluded from the statutory non-compete definition (R.I. Gen. Laws § 28-59-2(8)(vi)) rather than an activity restraint in disguise.

[[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. Under Rhode Island common law the party seeking enforcement must show a legitimate interest as one of the enforcement elements, and protection from ordinary competition does not qualify (Durapin, Inc. v. Am. Prods., Inc., 559 A.2d 1051 (R.I. 1989)), so 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)).

### Recitals and Legitimate Interest

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, consistent with the enforcement elements Rhode Island requires (Durapin, Inc. v. Am. Prods., Inc., 559 A.2d 1051 (R.I. 1989)). Employer would not provide Employee with access to its Confidential Information and Trade Secrets absent the protections in this agreement. The parties acknowledge that covenants not to compete are disfavored and subject to strict judicial scrutiny in Rhode Island (Cranston Print Works Co. v. Pothier, 848 A.2d 213 (R.I. 2004)), and intend each covenant to be drawn within the scope Rhode Island law permits at the outset rather than in reliance on judicial narrowing.

### Timing and Consideration

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. The Rhode Island Supreme Court has treated continued at-will employment, plus training and licensure support, as part of a lawful exchange supporting a customer restriction signed during employment (Griggs & Browne Pest Control Co. v. Walls, 313 A.3d 616 (R.I. 2024)). Because consideration is one of the enforcement elements Employer must prove and Walls affirmed only a preliminary injunction under abuse-of-discretion review, this agreement records the specific consideration exchanged so the contemporaneous exchange is available if enforcement is later sought. Employee may consult an attorney before entering into this agreement.

### Confidential Information and Trade Secret Protection

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 intended to operate as an agreement not to share Employer's trade-secret information after employment, which R.I. Gen. Laws § 28-59-3(c) expressly preserves, and is drafted to remain a nondisclosure or confidentiality agreement excluded from the statutory non-compete definition (§ 28-59-2(8)(vi)); it 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.

### Permitted Disclosures and 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.

### Return, Deletion, and Certification of Company Property

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. For a worker within one of Rhode Island's protected categories or a regulated profession, the trade-secret and confidentiality terms carry the entire protective load, so the written certification is the cleanest contemporaneous evidence if protected material later surfaces at a competitor.

### Non-Solicitation of Employees

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. An employee non-solicit is excluded from the statutory definition of a noncompetition agreement (R.I. Gen. Laws § 28-59-2(8)), so this covenant is drafted as an employee restraint governed by common law and is kept within the Covered Employees class and the Restricted Period so the reasonableness showing stays easy to make.

### Non-Solicitation of Customers, Vendors, Referral Sources, and Business Partners

During the Restricted Period, Employee must not Solicit the business of any Covered Customer. A customer non-solicit is excluded from the statutory definition of a noncompetition agreement (R.I. Gen. Laws § 28-59-2(8)) and is governed instead by common law; scoped to served customers over the Covered Customer Period rather than to a geographic territory, it follows the shape of the customer restraint the Rhode Island Supreme Court most recently enforced (Griggs & Browne Pest Control Co. v. Walls, 313 A.3d 616, 626 (R.I. 2024)). This covenant 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, a restraint that keeps Employee from current patients is a restriction of the right to practice that R.I. Gen. Laws §§ 5-37-33 / 5-34-50 void, and this covenant does not apply to and is not enforceable against such a provider with respect to that restriction.

### No Business with Covered Customers

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 — a restraint on doing the work, not merely on chasing it — which pushes it toward the statutory definition of an agreement not to engage in specified competitive activities and toward the strict end of the common-law reasonableness test. 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 (Cranston Print Works Co. v. Pothier, 848 A.2d 213 (R.I. 2004)).

### Non-Competition

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 a low-wage 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). For a worker who clears those gates, this covenant is a disfavored restraint subject to strict judicial scrutiny (Cranston Print Works Co. v. Pothier, 848 A.2d 213 (R.I. 2004)); Employer bears the burden of showing the covenant is ancillary to a valid relationship, supported by consideration, protective of a legitimate interest, and no broader than apparently necessary (Durapin, Inc. v. Am. Prods., Inc., 559 A.2d 1051 (R.I. 1989)). 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, because a named list is strong evidence the restraint extends no further than apparently necessary. Passive Public Holdings are permitted.

### Non-Investment

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 and is subject to the same Rhode Island gates: it does not apply to a protected-category worker, a physician, or an APRN, it must identify 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 (Durapin, Inc. v. Am. Prods., Inc., 559 A.2d 1051 (R.I. 1989)).

### Non-Disparagement

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.

### Physician and APRN Practice Rights

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 under the statute effective June 17, 2024, and the remaining provisions stay in effect (R.I. Gen. Laws § 5-34-50). These bans reach more than a clause labeled non-compete: geographic practice limits and limits on treating, consulting with, or soliciting current patients are all restrictions of the right to practice. The one exception each statute shares is a covenant made in connection with the sale of a practice that lasts no more than five years. This clause describes what remains operative for such a provider rather than purporting to impose a restriction the statute voids.

### No Conflicting Obligations

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. The parties acknowledge that a covenant binding Employee who is FLSA-nonexempt, a student intern, age eighteen or younger, or low-wage may be unenforceable in Rhode Island regardless of its terms (R.I. Gen. Laws § 28-59-3(a)), and that a restriction on a physician's or an APRN's right to practice is void (§§ 5-37-33 / 5-34-50), so this representation doubles as an intake screen surfacing that question before it matters.

### Notice to Future Employers and Other Third Parties

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, because warning a new employer off Employee based on a restriction the law voids accomplishes nothing legally and reads as pressure rather than protection. Employee consents to a disclosure permitted by this section.

### Tolling During Breach

The parties acknowledge that the Rhode Island practice note records no Rhode Island statute or decision addressing whether a restricted period is extended during a breach, so any extension mechanism rests on the general reasonableness test alone, with no authority blessing it and the state's strict-scrutiny posture weighing against surprise additions to the stated term. Accordingly, the Restricted Period for each covenant runs from the date Employee's employment ends and is not extended by any period of breach.

### Remedies

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. Rhode Island's most recent enforcement of a customer restraint was a preliminary injunction reviewed only for abuse of discretion, and the employer still had to carry the enforcement elements (Griggs & Browne Pest Control Co. v. Walls, 313 A.3d 616, 623 (R.I. 2024); Durapin, Inc. v. Am. Prods., Inc., 559 A.2d 1051 (R.I. 1989)); this recital starts that showing, it does not finish it. 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.

### Enforceability, Severability, and Partial Enforcement

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, and a court may still impose a noncompetition restriction as a remedy for a breach of another agreement or of a statutory or common-law duty — a statutory severability rule that preserves the contract, not the banned covenant.

### Partial Enforcement, Not Reliance on Reformation

Rhode Island permits a court to modify and enforce an unreasonable restraint, whether or not its terms are divisible, unless the circumstances indicate bad faith or deliberate overreaching by the party seeking enforcement, and even then a court will go no further in granting relief than is reasonably necessary to protect that party's legitimate interests (Durapin, Inc. v. Am. Prods., Inc., 559 A.2d 1051, 1058-59 (R.I. 1989)). The parties intend that a court may so modify and partially enforce any covenant in this agreement. Because deliberate overreaching is the one posture that forfeits that modification, this agreement does not draft broad in reliance on judicial narrowing; each restrictive covenant is instead drawn no broader than reasonably necessary at the outset so the partial-enforcement route stays open.

### Survival and Expiration of Each Covenant

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. Per-covenant survival keeps each clock independently checkable and mirrors the way Rhode Island law treats a banned restriction, the surviving contract, and the preserved trade-secret agreement as separable pieces (R.I. Gen. Laws § 28-59-3(b), (c)); this section does not fuse what the law splits. All other provisions survive to the extent necessary to enforce rights that arose during employment.

### Assignment and Successors

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. Whoever ends up enforcing inherits the same Rhode Island burden — a valid underlying relationship, consideration, a legitimate interest, and a tailored restraint — so an assignment moves the covenant without upgrading it. This agreement is binding on and inures to the benefit of the parties and their respective heirs, successors, and permitted assigns.

### Governing Law, Venue, and Dispute Process

This agreement is governed by the law listed in Cover Terms. The Rhode Island practice note records no Rhode Island anti-evasion statute and no controlling choice-of-law decision for restrictive covenants, so for a Rhode Island worker a clause naming another state is neither a reliable escape from the worker-category and profession bans nor a guaranteed dead letter; the parties select Rhode Island law and a Rhode Island forum for a Rhode Island-based worker 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.

### Entire Agreement, Amendment, Waiver, and Electronic Signatures

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; because Rhode Island covenants are sometimes re-papered mid-employment (Griggs & Browne Pest Control Co. v. Walls, 313 A.3d 616 (R.I. 2024)), any amendment that changes the scope of a restrictive covenant states which covenant version controls, so a refresh does not leave two restraints of different scope both arguably alive. 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.

## Signatures

By signing this agreement, each party acknowledges and agrees to the restrictive covenant obligations above. Employee confirms having read and understood each provision, including the Cover Terms.

Employer: [Legal name of the employer]

Signature: _______________
Signatory Name: [Full name of the authorized signatory signing for the employer]
Title: [Title of the authorized signatory signing for the employer]
Date: _______________

**Employee**

Signature: _______________
Print Name: [Full legal name of the employee]
Date: _______________