> **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]

Governing Law
: Wisconsin

Confidentiality

Trade Secrets Duration
: Perpetual

Other Confidential Information Duration
: 24 months

Employee Non-Solicitation

Duration
: 12 months

Covered Employee Lookback
: 12 months

Customer Non-Solicitation

Duration
: 12 months

Covered Customer Lookback
: 12 months

Non-Competition

Duration
: 12 months

Restricted Territory
: the geographic area in which Employee provided services

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

Specified Competitors
: [Optional named list of specific competitors. Naming real competitors is the only narrowing a Wisconsin non-compete will ever get, because § 103.465 forbids a court from supplying one later.]

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 Trade Secrets and other non-public information that is genuinely competitively sensitive to Employer's business — including customer and pricing information, business processes, technical data, and strategic plans — that Employer takes reasonable measures to keep confidential. Confidential Information does not include ordinary, non-secret business information, information generally known in the trade, or information that becomes public through no fault of Employee. The parties intend this definition to be scoped to protectable information so that this covenant is not construed as an unreasonable restraint of trade.

[[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 actually worked, whom Employee supervised, or about whom Employee gained material information during the 12 months before termination of employment. This term does not reach every employee of Employer.

[[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 that justify a restriction imposed on Employee's activity under the first prerequisite of Wis. Stat. § 103.465 — Employer's Trade Secrets and genuinely competitively sensitive Confidential Information, its relationships with the specific customers, referral sources, and business partners Employee served, and its stable working relationships with the Covered Employees.

[[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. The Restricted Period for each covenant is a fixed and definite period and is not extended by any period of alleged breach or the pendency of any dispute.

[[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]] has the meaning given in the Wisconsin Uniform Trade Secrets Act, Wis. Stat. § 134.90(1)(c).

### Recitals and Protectable Interests

Employer and Employee acknowledge that each restrictive covenant in this agreement is drawn to protect one or more of Employer's Protected Interests and is intended to be reasonably necessary for the protection of the employer within the meaning of Wis. Stat. § 103.465. Consistent with Star Direct, Inc. v. Dal Pra, 2009 WI 76, each post-employment restraint is intended to (1) be necessary to protect a legitimate interest of Employer, (2) provide a reasonable time limit, (3) provide a reasonable territorial limit, (4) not be harsh or oppressive as to Employee, and (5) not be contrary to public policy. Employer would not provide Employee with access to its Protected Interests absent the protections in this agreement. Each covenant in this agreement is a separate covenant supporting a distinct interest, intended to be independently read and enforced.

### Timing, Consideration, and Right to Consult Counsel

Employee has had an opportunity to consult with an attorney of Employee's choosing before entering into this agreement. Where Employee signs this agreement at or before the start of employment, the offer of employment and the access to Employer's Protected Interests it entails are the consideration for the restrictive covenants. Where Employee signs this agreement during employment, Employer's forbearance from exercising its right to terminate Employee's at-will employment is consideration for the restrictive covenants, consistent with Runzheimer Int'l, Ltd. v. Friedlen, 2015 WI 45; the parties intend that forbearance to be genuine and not a pretext for a sign-then-fire sequence. Employee acknowledges receiving one or more of these benefits in exchange for the restrictive covenants in this agreement. This agreement is effective as of the Effective Date listed in Cover Terms.

### 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 Trade Secrets Duration stated in Cover Terms, for as long as the information remains a trade secret under the Wisconsin Uniform Trade Secrets Act, Wis. Stat. § 134.90. Employee's obligations regarding other Confidential Information continue for the Other Confidential Information Duration stated in Cover Terms. The parties intend this covenant to reach only Trade Secrets and genuinely competitively sensitive information, and not ordinary or non-secret business information, so that it is not construed as an unreasonable restraint under Wis. Stat. § 103.465.

### 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; (d) testifying truthfully in legal proceedings or making disclosures required by law, subpoena, or court order; 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.

### 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. These procedures support Employer's obligation to take efforts reasonable under the circumstances to maintain the secrecy of its Trade Secrets under Wis. Stat. § 134.90.

### Non-Solicitation of Employees

During the Restricted Period, Employee must not Solicit, recruit, hire, or attempt to hire any Covered Employee. This covenant applies only to Covered Employees — colleagues with whom Employee actually worked, whom Employee supervised, or about whom Employee gained material information during the covered lookback period — and does not reach Employer's workforce generally, consistent with Manitowoc Co. v. Lanning, 2018 WI 6, which held a non-solicitation provision covering any company employee overbroad on its face under Wis. Stat. § 103.465. 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.

### 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 is a restraint governed by Wis. Stat. § 103.465 and is lawful and enforceable only if reasonably necessary to protect Employer; it is drawn to protect Employer's relationships with the specific customers, referral sources, and business partners Employee served or learned protected information about, and not Employer's customer base generally.

### 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, and the parties acknowledge that its added breadth is weighed under the harsh-or-oppressive prerequisite of the Star Direct five-factor test; it is therefore confined to the Covered Customers class and to a definite Restricted Period.

### 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 is lawful and enforceable only if the restrictions imposed are reasonably necessary for the protection of Employer under Wis. Stat. § 103.465, and it is intended to satisfy each of the Star Direct prerequisites — a protectable interest, a reasonable time limit, a reasonable territorial limit, no harshness or oppression to Employee, and no conflict with public policy. Where Employer's competitors are identified in Cover Terms under Specified Competitors, this covenant is narrowed to those named competitors. 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 governed by Wis. Stat. § 103.465, is subject to the same five-factor reasonableness test as the non-compete in this agreement, and is drawn no broader than reasonably necessary to protect Employer's Protected Interests.

### 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 other terms and conditions of employment, or otherwise exercising rights protected by law.

### No Restriction on a Lawyer's Right to Practice

Notwithstanding any other provision of this agreement, no restrictive covenant in this agreement restricts the right of a licensed lawyer to practice law after the termination of the relationship. If Employee is a lawyer admitted to practice, the restrictive covenants that would otherwise restrict Employee's right to practice law do not apply and are void and unenforceable as to that right, consistent with Wisconsin Supreme Court Rule 20:5.6, which bars a lawyer from participating in offering or making such an agreement, except an agreement concerning benefits upon retirement or a restriction that is part of the settlement of a client controversy. No level of compensation or showing of reasonableness cures a restriction that violates this rule.

### Covenants Arising from a Sale of Business

This agreement governs restrictive covenants given by Employee in Employee's capacity as an employee, which are evaluated under Wis. Stat. § 103.465. Any covenant not to compete or not to solicit that arises from a genuine sale of a business or equity transaction should be given by the seller in the transaction or equity documents, supported by transaction consideration, and separable from any employment relationship, so that it is evaluated under Wisconsin's common-law rule of reason rather than Wis. Stat. § 103.465, consistent with Reiman Assocs., Inc. v. R/A Advertising, Inc., 102 Wis. 2d 305 (Ct. App. 1981), and Selmer Co. v. Rinn, 2010 WI App 106. Nothing in this agreement is intended to recharacterize a transaction-based covenant as an employee covenant.

### 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.

### Notice to Future Employers and Other Third Parties

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 an enforceable covenant in this agreement. Employee consents to this disclosure. The parties acknowledge that a competitor who knowingly and intentionally induces breach of an enforceable covenant may face an intentional-interference claim, for which disgorgement may be an appropriate remedy (Frey Construction & Home Improvement, LLC v. Hasheider Roofing & Siding, Ltd., 2025 WI App 4), and that this notice right depends on a covenant that survives the reasonableness test.

### No Extension of the Restricted Period During Breach

The Restricted Period for each covenant is a fixed and definite period. It is not extended, tolled, or lengthened by any period during which Employee is alleged to be in breach or violation of a covenant, or by the pendency of any dispute or litigation. The parties have omitted any extension-during-breach clause deliberately: under H&R Block Eastern Enters., Inc. v. Swenson, 2008 WI App 3, an extension provision makes the duration of the restraint contingent on outcomes the employee cannot predict rather than fixed and definite, which renders the restraint unreasonable and voids each affected clause under Wis. Stat. § 103.465 even where the clause would otherwise be reasonable.

### Remedies

Employee acknowledges that a breach of an enforceable covenant in this agreement may cause Employer irreparable harm for which money damages would be inadequate. Employer may seek injunctive or other equitable relief in addition to any other remedies available at law; the parties acknowledge that any such relief is available only on a covenant that satisfies each of the five prerequisites of Wis. Stat. § 103.465. If the parties agree on attorney fees, that agreement is presumed reasonable under Wis. Stat. § 814.045(3), and in any action in which compensatory damages are awarded the court presumes that reasonable attorney fees do not exceed three times the compensatory damages awarded unless the court determines a greater amount is reasonable under Wis. Stat. § 814.045(2)(a).

### Divisibility; No Reliance on Reformation

Each restrictive covenant in this agreement is a separate covenant supporting a distinct interest, is intended to be independently read and enforced, and is drawn to a lawful scope at the outset. The parties acknowledge that, under Wis. Stat. § 103.465, a covenant imposing an unreasonable restraint is illegal, void, and unenforceable even as to any part of the covenant that would be a reasonable restraint, and that a court will not narrow or blue-pencil an overbroad covenant. The parties further acknowledge that, under Diamond Assets LLC v. Godina, 2022 WI App 47, a savings or modification provision contrary to Wis. Stat. § 103.465 has no effect. Accordingly, this agreement does not rely on any court-may-modify or savings clause to cure overbreadth; if any covenant is found unreasonable and void, the remaining covenants, which support different interests and can be independently read and enforced, remain in full force and effect, consistent with the divisibility rule of Star Direct, Inc. v. Dal Pra, 2009 WI 76.

### 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, and each expires on its own definite schedule and is readable on its own. Obligations under the Confidential Information and Trade Secret Protection section survive to the extent, and for as long as, the information remains a Trade Secret under Wis. Stat. § 134.90. 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 each covenant subject to the same Wis. Stat. § 103.465 reasonableness test and the same void-in-full consequence. 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 of the Governing Law state listed in Cover Terms. For employment performed in Wisconsin, the parties select Wisconsin law, including Wis. Stat. § 103.465, and do not rely on any foreign choice-of-law clause to obtain more covenant-friendly treatment; Wisconsin courts have refused to apply a foreign choice-of-law provision that conflicts with Wisconsin's public policy controlling covenants not to compete (Beilfuss v. Huffy Corp., 2004 WI App 118; Bush v. National School Studios, Inc., 139 Wis. 2d 635 (1987)). 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; an amendment that re-papers a covenant during employment requires its own consideration, such as genuine forbearance from termination or tangible new value. 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: _______________