Employee Restrictive Covenant Agreement

“Competitive Business” means the business activities described in Cover Terms under Competitive Business.

“Confidential Information” means non-public information relating to Employer's business, including trade secrets, customer lists, pricing, business processes, technical data, and strategic plans, but excluding information that becomes public through no fault of Employee, information that arises from Employee's general skill and knowledge 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 trade secrets, confidential information that does not qualify as a trade secret, and goodwill. Each restrictive covenant in this agreement protects one or more of those interests and does not target ordinary competition.

“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 applicable law.

Employer and Employee acknowledge that each restrictive covenant in this agreement is ancillary to a valid employment relationship and protects Employer's trade secrets, Confidential Information, or goodwill. Employee will receive access to Employer's Confidential Information and Trade Secrets in the course of employment.

This agreement is effective as of the Effective Date listed in Cover Terms. Employer disclosed the non-compete requirement to Employee before making the offer of employment, on the Pre-Offer Disclosure Date listed in Cover Terms. Employer provided Employee a copy of this agreement on the Agreement Delivery Date listed in Cover Terms, at least three business days before the Required Signing Date. Employee had that period to review the agreement, negotiate its terms or the terms of employment, and consult an attorney.

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 protects Employer's specialized, proprietary information and does not prohibit Employee from using the general skill and knowledge Employee acquired during employment, from disclosing information that is readily ascertainable to the public, or from disclosing information that Employee otherwise has a right to disclose as legally protected conduct.

Nothing in this agreement prohibits Employee from: (a) reporting possible violations of law to any government agency, including the Securities and Exchange Commission, the Equal Employment Opportunity Commission, the Maine Human Rights 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) reporting or discussing unlawful employment discrimination occurring in the workplace or at work-related events, which 26 M.R.S. § 599-C(2) preserves and which no term of this agreement waives or limits; or (f) filing a sealed complaint in court using Confidential Information without liability. Pursuant to the Defend Trade Secrets Act (18 U.S.C. § 1833(b)), Employee may not be held criminally or civilly liable for disclosing a trade secret in confidence to a government official or attorney solely for the purpose of reporting or investigating a suspected violation of law, or in a sealed court filing.

Upon termination of employment, Employee must promptly return to Employer all documents, devices, files, credentials, and other materials containing or relating to Confidential Information. Where permitted, Employee must permanently delete electronic copies of Confidential Information from personal devices and accounts. Employee must certify compliance with this section in writing upon Employer's request.

During the Restricted Period, Employee must not Solicit, recruit, hire, or attempt to hire any Covered Employee. This restriction is limited to initiating contact with or actively soliciting Covered Employees; it does not prohibit Employee from providing a professional reference upon request or from hiring a person who responds to a general advertisement not directed specifically at Employer's employees.

During the Restricted Period, Employee must not Solicit the business of any Covered Customer whom Employee actually served during the look-back period stated in Cover Terms.

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.

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 does not apply if Employee's wages are at or below the wage-floor reference stated in the field note above. This covenant does not apply to a licensed veterinarian working in a veterinary facility unless Employee has an ownership interest in that facility. This covenant takes effect at the Non-Compete Effectiveness point listed in Cover Terms, except that the delayed effectiveness date does not apply to an allopathic or osteopathic physician. Passive Public Holdings are permitted.

During the Restricted Period, Employee must not acquire or hold any active ownership interest in, serve as a director, officer, manager, or advisor to, or have material economic participation in any Competitive Business. The wage-floor, veterinarian, and effectiveness exclusions stated in the Non-Competition section also apply to this covenant. Passive Public Holdings are permitted.

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, reporting or discussing unlawful employment discrimination as preserved by 26 M.R.S. § 599-C(2), or otherwise exercising rights protected by law.

The Non-Compete Covenant does not apply to Employee while Employee is a health-care practitioner excluded from non-compete restrictions by Maine law.

Nothing in this agreement authorizes any arrangement that restricts one employer from soliciting or hiring another employer's employees or former employees.

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.

Employer may disclose the existence and terms of obligations then in effect under this agreement to a prospective employer or business associate of Employee if Employer reasonably believes Employee may breach those obligations. Employer must not enter into any arrangement with another employer that restricts lawful hiring. Employee consents to a disclosure permitted by this section.

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

Employee acknowledges that a breach of this agreement may cause Employer irreparable harm for which money damages would be inadequate, and Employer may seek injunctive or other equitable relief in addition to any other remedies available at law. Any fee award under this agreement is available to the prevailing party.

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 separate from the other covenants.

Each restrictive covenant in this agreement survives the termination of Employee's employment for the Restricted Period specified in Cover Terms, subject to its applicable effectiveness date. 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.

Employee may not assign this agreement or any rights or obligations under it. Employer may assign this agreement to any affiliate, successor, or acquirer of all or substantially all of Employer's business or assets. This agreement is binding on and inures to the benefit of the parties and their respective heirs, successors, and permitted assigns.

This agreement is governed by the law listed in Cover Terms. For a worker who primarily resides and works in Maine, this agreement is governed by Maine law. Accordingly, for a Maine-based worker, this agreement is governed by Maine law and disputes over the enforceability of the covenants will be resolved in a Maine forum. All other disputes will be resolved in the courts of the Governing Law state, subject to non-waivable rights under applicable law.

This agreement constitutes the entire agreement between the parties regarding its subject matter and supersedes all prior agreements, understandings, and negotiations on this subject. This agreement may be amended only in writing signed by both parties. 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.