> **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 Virginia the execution date selects the regime: covenants entered into on or after July 1, 2025 face a protected class that includes every overtime-eligible employee regardless of pay, and agreements entered into, amended, or renewed on or after July 1, 2026 fall inside the SB 170 severance rule and the SB 128 / HB 627 health-care ban (Va. Code § 40.1-28.7:8; 2026 Va. Acts chs. 883, 1114).]

Governing Law
: Virginia

Virginia Statutory Gates

Low-Wage Threshold (Average Weekly Earnings)
: $1,507.01 per week

Without-Cause Severance / Disclosed Compensation
: severance equal to the Employee's base salary for the length of the Restricted Period, paid over that period

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 Employee worked or had responsibility for Employer during the last two years of employment

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 reaches no further than the legitimate business interest requires, which matters in Virginia because a court will not rewrite an overbroad similar-business definition into a lawful one (Motion Control Sys. v. East).]

No Business with Covered Customers

Duration
: 12 months

Non-Investment

Duration
: 12 months

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.

[[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 business interests, including its Trade Secrets and other Confidential Information, its customer and referral relationships, and the goodwill Employee helped develop. Under the Omniplex three-part test, Employer bears the burden of showing each restraint is no greater than necessary to protect a Protected Interest, is not unduly harsh or oppressive on Employee's ability to earn a livelihood, and is consistent with sound public policy.

[[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 to inquiries or business initiated by the customer, client, or person and not solicited by Employee.

[[Trade Secrets]] means information that qualifies as a trade secret under the Virginia Uniform Trade Secrets Act, Va. Code § 59.1-336, including information that derives independent economic value, actual or potential, from not being generally known to, and not being readily ascertainable by proper means by, other persons who can obtain economic value from its disclosure or use, and that is the subject of efforts that are reasonable under the circumstances to maintain its secrecy (see also the federal Defend Trade Secrets Act, 18 U.S.C. § 1839(3)).

### Recitals and Protected Interests

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 Trade Secrets and other Confidential Information and will develop customer relationships and goodwill on Employer's behalf, and each covenant is included to protect those Protected Interests. Employer and Employee intend each covenant to be no greater than necessary to protect a legitimate business interest, not unduly harsh or oppressive on Employee's ability to earn a livelihood, and consistent with sound public policy, as required by the three-part test of Omniplex World Servs. Corp. v. U.S. Investigations Servs., Inc., 270 Va. 246 (2005), on which Employer bears the burden (Modern Env'ts, Inc. v. Stinnett, 263 Va. 491 (2002)). Because Virginia courts strictly construe restrictive covenants and do not rewrite an overbroad covenant into an enforceable one, the parties intend each covenant to be enforceable as written and drawn within the scope Virginia law permits at the outset, rather than in reliance on any judicial narrowing.

### Timing, Consideration, and Workplace Posting

This agreement is effective as of the Effective Date listed in Cover Terms. Employee may consult an attorney before entering into this agreement and should be given a genuine opportunity to do so; because Virginia courts construe every ambiguity in a restrictive covenant against the drafter, a demand for signature on the first day is disfavored. Virginia's staged authorities do not settle whether continued at-will employment, standing alone, is adequate consideration for a covenant signed mid-employment, so the parties should document what consideration moved for any covenant Employee signs after employment begins.

Employer acknowledges its standing obligation under Va. Code § 40.1-28.7:8(G) to post a copy of that section, or a summary approved by the Department, in the same location where other employee notices required by state or federal law are posted. That posting is a workplace compliance artifact that travels with this covenant program and exists independently of this agreement.

### Virginia Statutory Worker-Protection Gates

No covenant in this agreement is entered into, enforced, or threatened to be enforced against Employee to the extent Va. Code § 40.1-28.7:8 prohibits it. In particular:

(a) No covenant not to compete in this agreement applies to or is enforceable against Employee if Employee is a low-wage employee — meaning, for the applicable year, an employee whose average weekly earnings are less than the Low-Wage Threshold listed in Cover Terms, and including an intern, student, apprentice, or trainee and a lower-paid independent contractor, but excluding an employee whose earnings are derived in whole or predominant part from sales commissions, incentives, or bonuses (Va. Code § 40.1-28.7:8(A), (B)).

(b) For covenants entered into on or after July 1, 2025, no covenant not to compete applies to or is enforceable against Employee if Employee is entitled to overtime compensation under 29 U.S.C. § 207 for hours worked over 40 in a workweek, regardless of Employee's average weekly earnings (Va. Code § 40.1-28.7:8(A)).

(c) No covenant in this agreement restricts Employee from providing a service to a customer or client of Employer if Employee does not initiate contact with or solicit that customer or client (Va. Code § 40.1-28.7:8(A)).

Employer acknowledges that a covered worker may bring a civil action within a two-year window and that a court may void the covenant, enjoin conduct, and award liquidated damages, lost compensation, damages, and reasonable attorney fees and costs, that a plaintiff who proves a violation recovers reasonable costs, expert fees, and attorney fees, and that the Commissioner may assess a civil penalty of $10,000 for each violation of the ban (Va. Code § 40.1-28.7:8(D)–(F)).

### 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, consistent with the continued-secrecy element of Va. Code § 59.1-336. Employee's obligations regarding other Confidential Information continue for the period specified in Cover Terms under Other Confidential Information Duration. Consistent with Va. Code § 40.1-28.7:8(C), which preserves nondisclosure agreements intended to prohibit the taking, misappropriating, or sharing of trade secrets and proprietary or confidential information, this section is a nondisclosure obligation and is not a covenant not to compete; it does not prohibit Employee from using information that arises from Employee's general training, knowledge, skill, or experience, information that is readily ascertainable to the public, or information that 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. Because Virginia steers employers toward trade-secret remedies rather than broad work bans, this written certification is contemporaneous evidence of what Employee kept or returned 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. Employer acknowledges that in Sentry Force Sec., LLC v. Barrera (Va. Ct. App. Jan. 27, 2026) (unpublished), the Court of Appeals read Va. Code § 40.1-28.7:8 to prevent enforcing a covenant barring a departed protected worker from soliciting the employer's other employees; accordingly, this covenant does not apply to and is not enforceable against Employee to the extent Employee is a low-wage employee or an overtime-eligible employee within the meaning of that section.

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

During the Restricted Period, Employee must not Solicit the business of any Covered Customer. This covenant reaches only Employee's own initiation of contact with or solicitation of a Covered Customer; it does not restrict Employee from providing a service to a Covered Customer who initiates contact with Employee and whom Employee did not solicit. That limit tracks the customer-initiated-business carve-out of Va. Code § 40.1-28.7:8(A), which the Court of Appeals in Sentry Force Sec., LLC v. Barrera (unpublished, 2026) read to permit a bar on a former worker's own direct solicitation while leaving customer-initiated business open to the worker. This covenant is included to protect Employer's Protected Interests and is drawn no broader than reasonably necessary to protect them.

### 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. Employer acknowledges that Va. Code § 40.1-28.7:8(A) protects a covered worker's right to serve a customer the worker did not initiate contact with or solicit, so this covenant does not apply to and is not enforceable against Employee to the extent Employee is a low-wage or overtime-eligible employee within the meaning of that section; the parties include this covenant only for a worker outside the protected class, where a genuine Protected Interest supports it, and drawn no broader than reasonably necessary to protect that interest.

### Non-Competition

During the Restricted Period, Employee must not, within the Restricted Territory, engage in, be employed by, consult for, or have an active ownership interest in any Competitive Business, in a role the same as or similar to the role Employee performed for Employer. This covenant does not bar Employee from serving a Competitive Business in any and every capacity; its function is confined to the activities Employee actually performed for Employer, consistent with Home Paramount Pest Control Cos. v. Shaffer, 282 Va. 412 (2011), and Motion Control Sys., Inc. v. East, 262 Va. 33 (2001). This covenant applies, and is enforceable, only if Employee is not a low-wage employee, not an overtime-eligible employee, and (for agreements entered into on or after July 1, 2026) not a health care professional within the meaning of Va. Code § 40.1-28.7:8, and only as a restraint no greater than necessary to protect a Protected Interest, not unduly harsh on Employee's ability to earn a livelihood, and consistent with sound public policy. Employer bears the burden of establishing that the covenant satisfies this test. Passive Public Holdings are permitted.

### Narrowing by Specified Competitors

Where Cover Terms list Specified Competitors, the non-competition covenant is limited to those named competitors and their affiliates rather than an open-ended competitive-business definition. Naming Employer's real competitors is evidence the covenant reaches no further than the Protected Interests require; it matters in Virginia because a similar-business definition that sweeps in enterprises unrelated to Employer's business is unenforceable and a court will not trim it back (Motion Control Sys., Inc. v. East, 262 Va. 33 (2001)).

### 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 under Va. Code § 40.1-28.7:8 and the Omniplex test; it therefore applies, and is enforceable, only if Employee is not a low-wage, overtime-eligible, or (from July 1, 2026) health care professional worker protected by that section, and only as a restraint no broader than necessary to protect a Protected Interest and not unduly harsh on Employee's ability to earn a livelihood.

### Without-Cause Termination — Severance and Disclosed Compensation

For agreements entered into, amended, or renewed on or after July 1, 2026, a covenant not to compete is unenforceable if Employer discharges Employee without cause without providing severance benefits or other monetary payment, and that severance or payment must be disclosed upon execution of the covenant (Va. Code § 40.1-28.7:8(C), as added by 2026 Va. Acts ch. 883 (S.B. 170), eff. July 1, 2026). Accordingly, if Employer discharges Employee without cause, Employer will provide Employee the Without-Cause Severance / Disclosed Compensation stated in Cover Terms, which the parties disclose and agree upon at execution of this agreement. This without-cause economics term is stated on the face of this agreement rather than improvised at termination. For agreements entered into, amended, or renewed before July 1, 2026, this section states Employer's voluntary commitment and does not reflect a then-applicable statutory condition.

### Health Care Professional Exclusion

For agreements entered into, amended, or renewed on or after July 1, 2026, and notwithstanding any other provision of this agreement, no covenant not to compete in this agreement applies to or is enforceable against Employee if Employee is a health care professional — meaning any person licensed, registered, or certified by the Board of Medicine, Nursing, Counseling, Optometry, Psychology, or Social Work — and no earnings level restores the covenant for such a worker (2026 Va. Acts ch. 1114 (S.B. 128), eff. July 1, 2026). For agreements entered into, amended, or renewed before that date, a health care professional is analyzed like any other Virginia worker: the statutory ban is applied first, then the common-law reasonableness test.

### 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.

### 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 Employee signed with another employer may be unenforceable against Employee to the extent Employee is a worker protected by Va. Code § 40.1-28.7:8.

### 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. Employer will not present, assert, or threaten to enforce against a protected worker any covenant that Va. Code § 40.1-28.7:8 voids, because even threatening to enforce a covenant against a low-wage employee is itself a violation of the statute that carries a $10,000 civil penalty for each violation (Va. Code § 40.1-28.7:8(B), (E)). Employee consents to a disclosure permitted by this section.

### Tolling During Breach

The Restricted Period for each covenant runs from the date Employee's employment ends and is not extended by any period of breach. The parties acknowledge that no staged Virginia authority establishes that a restricted period tolls during breach or that an extension clause is enforceable, and that against Virginia's strict-construction backdrop a clause that could stretch the restricted period indefinitely would itself raise an overbreadth risk (Motion Control Sys., Inc. v. East, 262 Va. 33 (2001); Home Paramount Pest Control Cos. v. Shaffer, 282 Va. 412 (2011)). The parties therefore state a fixed period rather than a tolling or extension mechanism.

### 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. The parties acknowledge that a Virginia restraint is neither enforceable nor unenforceable in a factual vacuum, so enforceability generally turns on an evidentiary record rather than the pleadings, and no recital substitutes for that showing (Assurance Data, Inc. v. Malyevac, 286 Va. 137 (2013)). Any fee-shifting between the parties is mutual and prevailing-party based; Employer acknowledges that Va. Code § 40.1-28.7:8(F) already entitles a protected worker who proves a violation to recover reasonable costs, expert fees, and attorney fees from Employer.

### Enforceability and Severability

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.

### No Reliance on Judicial Reformation

Virginia courts strictly construe restrictive covenants, resolve ambiguity in the employee's favor, and do not rewrite an overbroad covenant into an enforceable one; clear overbreadth in one element cannot be saved by narrow tailoring of the others, and the employer is limited to defending the language it chose (Home Paramount Pest Control Cos. v. Shaffer, 282 Va. 412 (2011); Motion Control Sys., Inc. v. East, 262 Va. 33 (2001)). This agreement does not rely on any savings or reformation clause to cure overbreadth and does not purport to obligate a court to narrow any covenant. Each restrictive covenant is instead drawn within the enforceable scope Virginia law permits at the outset, with separable, independently sized covenants preferred over one broad clause backstopped by a savings provision.

### 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 for that covenant, so that each covenant's clock is independently checkable and a covenant drafted to the statutory line can survive even if a broader covenant fails. Obligations under the Confidential Information and Trade Secret Protection section survive as long as the relevant information remains a trade secret. 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. Any assignee takes the covenants subject to Va. Code § 40.1-28.7:8: a successor enforcing against a protected worker inherits the statutory bar along with the contract, and a successor enforcing against any other worker inherits Employer's burden of justifying the language as written. 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. For a workforce living and working in Virginia, the parties name Virginia law and a Virginia forum: Virginia's staged authorities identify no statutory override of a foreign choice-of-law clause, but a selection designed to sidestep the low-wage ban for a worker living and working in Virginia invites a public-policy challenge, so the parties do not use a foreign choice of law to evade Va. Code § 40.1-28.7:8. 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; the parties acknowledge that the SB 170 severance rule and the SB 128 / HB 627 health-care ban reach agreements entered into, amended, or renewed on or after July 1, 2026, so a routine amendment or renewal of an older covenant pulls it into that regime and the without-cause severance economics must be in place before the amendment or renewal takes effect. 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: _______________