# Employee Restrictive Covenant Agreement ## Cover Terms The terms below are incorporated into and form part of this agreement. | Kind | Label | Value | Show When | | --- | --- | --- | --- | | row | Employer | {employer_name} | always | | row | Employer Parent Entity | {employer_parent_name} | employer_parent_name | | row | Operating / Service-Recipient Affiliate | {employer_operating_affiliate_name} | employer_operating_affiliate_name | | row | Employee | {employee_name} | always | | row | Employee Title / Position | {employee_title} | employee_title | | row | Effective Date | {effective_date} | always | | row | Governing Law | {governing_law} | always | | group | Confidentiality | | always | | subrow | Trade Secrets Duration | {confidentiality_trade_secret_duration} | always | | subrow | Other Confidential Information Duration | {confidentiality_other_duration} | always | | group | Employee Non-Solicitation | | employee_nonsolicit_included | | subrow | Duration | {employee_nonsolicit_duration} | employee_nonsolicit_included | | group | Customer Non-Solicitation | | customer_nonsolicit_included | | subrow | Duration | {customer_nonsolicit_duration} | customer_nonsolicit_included | | group | Non-Competition | | noncompete_included | | subrow | Duration | {noncompete_duration} | noncompete_included | | subrow | Restricted Territory | {territory} | noncompete_included | | subrow | Competitive Business | {competitive_business_definition} | noncompete_included | | subrow | Specified Competitors | {specified_competitors} | noncompete_included | | group | No Business with Covered Customers | | nondealing_included | | subrow | Duration | {nondealing_duration} | nondealing_included | | group | Non-Investment | | noninvestment_included | | subrow | Duration | {noninvestment_duration} | noninvestment_included | | group | Covered Employee Garden Leave (CHOICE Act) | | garden_leave_included | | subrow | Garden Leave Notice Period | {garden_leave_notice_duration} | garden_leave_included | | group | Non-Disparagement | | always | | subrow | Duration | {nondisparagement_duration} | always | ## Standard Terms ### Defined Terms [[Affiliates]] means, with respect to Employer, any entity that directly or indirectly controls, is controlled by, or is under common control with Employer, including Employer's direct and indirect parent entities, subsidiaries, and any sister or operating entity under common control (for example, where the named Employer is a dedicated employment entity and the operating business is conducted through a commonly controlled affiliate). For this purpose, "control" means the power to direct the management and policies of an entity, whether through ownership of voting securities, by contract, or otherwise. [[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, patients, clients, vendors, referral sources, and business partners with whom Employee had material contact or for whom Employee had responsibility during the {covered_customer_period} before termination of employment. [[Covered Employees]] means employees with whom Employee worked or whom Employee managed during the {covered_employee_period} before termination of employment. [[Legitimate Business Interests]] means one or more of the interests enumerated in Fla. Stat. § 542.335(1)(b), including Employer's trade secrets; valuable confidential business or professional information that does not otherwise qualify as a trade secret; substantial relationships with specific prospective or existing customers, patients, or clients; customer, patient, or client goodwill associated with Employer's ongoing business or professional practice, a specific geographic location, or a specific marketing or trade area; and extraordinary or specialized training provided to Employee. [[Passive Public Holdings]] means ownership of securities of a publicly traded company representing less than {passive_public_holdings_threshold} 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 in its Confidential Information, customer, patient, and business-partner relationships, customer and patient goodwill, workforce stability, and any extraordinary or specialized training provided to Employee. [[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 contact, approach, induce, encourage, or provide Confidential Information to 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 Florida Uniform Trade Secrets Act, Fla. Stat. § 688.002. ### Recitals and Legitimate Business Interest Employer and Employee acknowledge and agree that the restrictive covenants in this agreement are supported by, and reasonably necessary to protect, one or more of Employer's Legitimate Business Interests under Fla. Stat. § 542.335(1)(b), including, as applicable: (a) Employer's trade secrets; (b) Employer's valuable confidential business or professional information that does not otherwise qualify as a trade secret; (c) Employer's substantial relationships with specific prospective or existing customers, patients, or clients; (d) the customer, patient, or client goodwill associated with Employer's ongoing business or professional practice, a specific geographic location, or a specific marketing or trade area; and (e) the extraordinary or specialized training Employer provides to Employee. Employer would not provide Employee with access to these Protected Interests absent the protections in this agreement. The restraints in this agreement are reasonably necessary to protect these Protected Interests and are no broader than necessary to do so. ### Timing and Employee Acknowledgements Employee acknowledges that the restrictions in this agreement are reasonable and necessary to protect Employer's Protected Interests. Employee acknowledges having had the opportunity to consult with independent legal counsel before signing 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 in perpetuity. Employee's obligations regarding other Confidential Information continue for the period specified in Cover Terms. Trade secrets are protected under Florida law, including the Florida Uniform Trade Secrets Act, Fla. Stat. §§ 688.001–688.009. ### 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; (d) testifying truthfully in legal proceedings; 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. ### Non-Solicitation of Employees 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. ### Non-Solicitation of Customers, Patients, Vendors, Referral Sources, and Business Partners During the Restricted Period, Employee must not Solicit the business of any Covered Customer. This covenant is intended to protect Employer's substantial relationships with specific prospective or existing customers, patients, or clients and the associated goodwill, which are Legitimate Business Interests under Fla. Stat. § 542.335(1)(b). ### 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. It is intended to protect Employer's substantial relationships with specific prospective or existing customers, patients, or clients and the associated goodwill, which are Legitimate Business Interests under Fla. Stat. § 542.335(1)(b). ### 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 reasonably necessary to protect Employer's Legitimate Business Interests under Fla. Stat. § 542.335(1)(b), and its duration is intended to fall within the presumptively reasonable window under Fla. Stat. § 542.335(1)(d)–(e) for the applicable relationship. 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. ### 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, or exercising rights protected by law. ### Physician-Specific Rights and Notices If Employee is a physician licensed under chapter 458 or chapter 459 of the Florida Statutes, then notwithstanding any other provision of this agreement, the non-compete restrictions in this agreement do not apply, and are void and unenforceable, to the extent that Fla. Stat. § 542.336 so provides. Under Fla. Stat. § 542.336, a restrictive covenant is void and unenforceable against such a physician who practices a medical specialty in a county where one entity (directly or through one or more related or affiliated entities) employs or contracts with all physicians who practice that specialty in that county, and the covenant remains void for three years after a second entity that employs or contracts with one or more physicians who practice that specialty begins offering that specialty in that county. Nothing in this agreement may be construed to restrict a physician Employee in violation of Fla. Stat. § 542.336. ### CHOICE Act Counsel Advisal and Notice (Covered Employee) Employer advised Employee, in writing, of the right to seek the advice of independent legal counsel before executing this agreement, and Employee acknowledges receiving that written advisal, in satisfaction of Fla. Stat. § 542.45(2)(a). Employer provided Employee with this proposed agreement at least seven days before the offer of employment was to expire (for a prospective covered employee) or at least seven days before the offer to enter into this agreement was to expire (for a current covered employee), in satisfaction of the notice requirement of Fla. Stat. § 542.45(3). ### CHOICE Act Confidential Information Acknowledgement (Covered Employee) Employee is a covered employee under the Florida Contracts Honoring Opportunity, Investment, Confidentiality, and Economic Growth (CHOICE) Act, Fla. Stat. §§ 542.41–542.45. Employee acknowledges in writing that, in the course of Employee's employment with Employer, Employee will receive confidential information or customer relationships, in satisfaction of Fla. Stat. § 542.45(2)(b). This acknowledgement is in addition to, and does not limit, the recital of Employer's Legitimate Business Interests above. ### CHOICE Act Garden Leave and Day-for-Day Offset (Covered Employee) This agreement includes a covered garden leave agreement within the meaning of Fla. Stat. § 542.43(5), under which Employer and Employee agree to a garden-leave notice period of {garden_leave_notice_duration} before the termination of employment, which may not exceed four years (Fla. Stat. § 542.43(5)). The non-compete Restricted Period is reduced day-for-day by any nonworking portion of the garden-leave notice period, pursuant to Fla. Stat. § 542.45(2)(c). After the first 90 days of the notice period, Employee need not provide services to Employer and may engage in nonwork activities during the remainder of the notice period; Employee may work for another employer during the remainder of the notice period only with Employer's permission, as provided in Fla. Stat. § 542.44(2)(c). The counsel-advisal, seven-day-notice, and written confidential-information-acknowledgement requirements of Fla. Stat. § 542.44(2)–(3) apply to this garden leave agreement; the corresponding provisions of this agreement (the CHOICE Act Counsel Advisal and Notice provision, if included, and the CHOICE Act Confidential Information Acknowledgement provision) are intended to address them. ### 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 this agreement. Employee consents to this disclosure. ### Tolling During Breach 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. ### Remedies Employee acknowledges that a breach of this agreement may cause Employer irreparable harm for which money damages would be inadequate. The parties agree that the violation of an enforceable restrictive covenant creates a presumption of irreparable injury under Fla. Stat. § 542.335(1)(j), and Employer may seek injunctive or other equitable relief in addition to any other remedies available at law. For a covered-employee non-compete enforceable under the CHOICE Act, a court must, on Employer's application, preliminarily enjoin Employee from competing during the noncompete period, dissolvable only by Employee's clear and convincing evidence as provided in Fla. Stat. § 542.45(5). If Employer prevails in any action to enforce this agreement, Employee must reimburse Employer's reasonable attorney's fees and costs. ### Enforceability, Severability, and Reformation If any provision of this agreement is found to be unenforceable, the remaining provisions remain in full force and effect. Consistent with Fla. Stat. § 542.335(1)(c), if a court finds that any restraint in this agreement is overbroad, overlong, or otherwise not reasonably necessary to protect Employer's Legitimate Business Interests, Employer requests, and the parties agree, that the court shall modify the restraint and grant only the relief reasonably necessary to protect those interests. The parties intend that each restrictive covenant in this agreement be enforced to the fullest extent permitted by Florida law, and that any overbroad or overlong term be judicially modified rather than voided. The parties further acknowledge that, under Fla. Stat. § 542.335(1)(g)1 and (1)(h), a court shall not consider any individualized economic or other hardship to Employee and shall construe this agreement in favor of providing reasonable protection to Employer's Legitimate Business Interests. ### 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 indefinitely to the extent they relate to trade secrets. 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, and the restrictive covenants in it, to Employer's direct corporate parent (identified in Cover Terms under Employer Parent Entity, if any), to any of Employer's Affiliates, or to any successor or acquirer of all or substantially all of Employer's business or assets. Pursuant to Fla. Stat. § 542.335(1)(f), Employer expressly authorizes enforcement of the restrictive covenants in this agreement by Employer's assignee or successor. The parties further expressly identify, as third-party beneficiaries of this agreement entitled to enforce the restrictive covenants for their own benefit, each of the following: Employer's direct corporate parent (as identified in Cover Terms, if any); the operating or service-recipient Affiliate identified in Cover Terms (if any) on whose behalf Employee performs services or that holds any of the Protected Interests; Employer's Affiliates, including any operating company or commonly controlled entity on whose behalf Employee performs services or that holds any of the Protected Interests; and any successor or assignee of Employer. The parties expressly state that the restrictive covenants are intended for the benefit of each such expressly-identified person, as required by Fla. Stat. § 542.335(1)(f)1. This agreement is binding on and inures to the benefit of the parties and their respective heirs, successors, third-party beneficiaries, and permitted assigns. ### Governing Law, Venue, and Dispute Process This agreement is governed by the law listed in Cover Terms, including Fla. Stat. §§ 542.335 and 542.336 and, where applicable, the CHOICE Act, Fla. Stat. §§ 542.41–542.45. 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. 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** Signature: _______________ Print Name: {employer_name} Title: _______________ Date: _______________ **Employee** Signature: _______________ Print Name: {employee_name} Date: _______________