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.

“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, Employer's Confidential Information that would not otherwise qualify as a trade secret, and Employer's goodwill.

“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 Massachusetts Uniform Trade Secrets Act, Mass. Gen. Laws ch. 93, § 42.

Employer and Employee acknowledge and agree that the restrictive covenants in this agreement are supported by, and no broader than necessary to protect, Employer's Protected Interests (Mass. Gen. Laws ch. 149, § 24L(b)(iii)). Employer would not provide Employee with access to these Protected Interests absent the protections in this agreement.

Employee has the right to consult with counsel prior to signing this agreement. If this agreement is entered into in connection with the commencement of employment, it is provided to Employee by the earlier of a formal offer of employment or 10 business days before the commencement of employment, and is signed by both Employer and Employee. If this agreement is entered into after the commencement of employment but not in connection with separation, it is supported by fair and reasonable consideration independent from the continuation of employment, and notice of the agreement is provided to Employee at least 10 business days before it is to be effective. Employee acknowledges that the restrictions in this agreement are reasonable and necessary to protect Employer's Protected Interests. This agreement is effective as of the Effective Date listed in Cover Terms.

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 specified in Cover Terms, to the extent the information remains a trade secret. Employee's obligations regarding other Confidential Information continue for the Other Confidential Information Duration specified in Cover Terms.

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.

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 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.

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, which must not exceed 12 months after employment ends, Employee must not engage in, be employed by, consult for, or have an active ownership interest in any Competitive Business within the Restricted Territory. If Employee breaches a fiduciary duty to Employer or unlawfully takes Employer's property, the Restricted Period may extend to no more than 2 years after employment ends. This covenant is supported by the garden leave or other consideration stated in Cover Terms and is subject to the worker exclusions below. Passive Public Holdings are permitted.

If Cover Terms state garden leave or other mutually-agreed upon consideration for the non-compete, the parties stipulate that consideration as the consideration supporting the non-compete in this agreement (Mass. Gen. Laws ch. 149, § 24L(b)(vii)). If Cover Terms state garden leave, Employer agrees to pay Employee, consistent with Mass. Gen. Laws ch. 149, § 148, on a pro-rata basis during the entirety of the Restricted Period for the non-compete, at least 50 percent of Employee's highest annualized base salary paid by Employer within the 2 years preceding the cessation of employment. This payment obligation takes effect upon the cessation of employment unless Employer waives the non-compete in writing at or before the cessation of employment, in which case the non-compete does not take effect and no garden leave payments are owed. Except in the event of a breach by Employee, Employer may not unilaterally discontinue or otherwise fail or refuse to make the garden leave payments.

Notwithstanding any other provision of this agreement, the non-compete restriction does not apply to Employee if Employee is: (i) classified as nonexempt under federal wage-and-hour law; (ii) an undergraduate or graduate student in an internship or other short-term employment relationship while enrolled in an educational program; (iii) terminated without cause or laid off; or (iv) age 18 or younger. The other restrictive covenants in this agreement remain in effect according to their terms.

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 garden leave or other agreed consideration, 12-month duration cap, and worker exclusions stated above 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, or exercising rights protected by law.

Notwithstanding any other provision of this agreement, any restriction on Employee's right to practice Employee's profession after the termination of employment is void and unenforceable, while the remaining provisions of this agreement continue in effect, if Employee is a physician registered to practice medicine, a registered or practical nurse, a licensed psychologist, or a licensed social worker. If Employee is employed or engaged in the broadcasting industry, any restriction on Employee's right to obtain subsequent employment is void and unenforceable where Employer terminated the employment, the parties ended the employment relationship by mutual agreement, or the contract expired, and Employer will not require or enforce such a restriction.

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 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.

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. Any extension of the non-compete under this section remains subject to the duration limits stated in the Non-Competition section.

Employee acknowledges that a breach of 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. If Employer prevails in any action to enforce this agreement, Employee must reimburse Employer's reasonable attorney's fees and costs.

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.

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 for the Trade Secrets Duration specified in Cover Terms to the extent they relate to trade secrets, and for the Other Confidential Information Duration specified in Cover Terms for other Confidential Information. 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 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 any civil action relating to the non-compete in this agreement that is subject to Mass. Gen. Laws ch. 149, § 24L, Employer and Employee mutually agree that the action may be brought in Suffolk County (Mass. Gen. Laws ch. 149, § 24L(f)). 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.