Employment Restrictive Covenant

EMPLOYMENT RESTRICTIVE COVENANT

This Employment Restrictive Covenant (the Covenant) is entered into effective as of (Effective Date), by and between Employer Name: with principal address (Employer), and Employee Name: with address (Employee).

Position and Consideration

In consideration of Employee's continued employment and other good and valuable consideration, Employer and Employee agree as follows.

Definitions

"Confidential Information" means all non-public business, financial, technical, customer, supplier, pricing, marketing, product, trade secret, personnel and other proprietary information disclosed to Employee or learned by Employee in the course of employment, whether or not reduced to writing, excluding only information that is demonstrably in the public domain through no fault of Employee.

Restrictive Covenants

1. Non-Disclosure

Employee shall not, during employment and at all times thereafter, directly or indirectly disclose, use or attempt to use any Confidential Information except as required in the performance of Employee's duties for Employer. Employee shall take all reasonable steps to safeguard Confidential Information from unauthorized use or disclosure.

2. Non-Competition

For the duration specified below, Employee shall not engage in, own, manage, operate, consult for, or be employed by any business that competes with Employer's business as conducted during Employee's employment in the geographic area set forth. Duration: . Geographic scope: .

The parties acknowledge that the restrictions are reasonable and necessary to protect Employer's legitimate business interests, including trade secrets and customer relationships.

3. Non-Solicitation

Employee shall not, during employment and for after termination, directly or indirectly solicit or hire any employee of Employer or attempt to solicit any customer or prospective customer of Employer with whom Employee had material contact. This restriction applies to customers or prospects with whom Employee had contact within the preceding Employee's separation.

4. Assignment of Inventions and Work Product

Employee hereby assigns to Employer all right, title and interest in any inventions, discoveries, improvements, designs, works of authorship, developments, software code, trade secrets or other intellectual property that Employee conceives, develops, reduces to practice or prepares, alone or with others, during the period of employment and that relate to Employer's business or actual or demonstrably anticipated research and development. Employee agrees to provide reasonable assistance and execute documents necessary to perfect Employer's rights.

Remedies; Injunctive Relief

Employee acknowledges that a breach of the covenants would cause Employer irreparable harm for which monetary damages would be inadequate. Accordingly, Employer shall be entitled to seek injunctive relief and specific performance, in addition to any other remedies available at law or in equity, without the requirement of posting bond.

Severability; Blue-Penciling

If any restriction or provision of this Covenant is held by a court of competent jurisdiction to be unreasonable in scope, duration or geographic extent, the parties agree that the court may modify such provision to the maximum extent permitted and enforce it as modified. The invalidity of one provision shall not invalidate other provisions.

Governing Law and Dispute Resolution

This Covenant shall be governed by and construed in accordance with the laws of the State of without regard to conflict of law principles. The parties agree that exclusive jurisdiction and venue for any dispute shall lie in the state or federal courts located in that state.

Acknowledgments and Certifications

Employee acknowledges receipt of a copy of this Covenant, has read and understands its terms, has had the opportunity to seek independent legal advice, and agrees that the restrictions are reasonable to protect Employer's legitimate business interests.

At-Will Employment; Equal Opportunity

Nothing in this Covenant shall alter the at-will nature of Employee's employment, if employment is at-will. Employer or Employee may terminate the employment relationship at any time, with or without cause, unless otherwise expressly provided in a separate written agreement.

Employer is an equal opportunity employer and does not discriminate on the basis of protected characteristics.

Authorization and Background Checks

Employee authorizes Employer to contact prior employers, educational institutions and references, and to obtain background checks and other information pertinent to Employee's employment and enforcement of this Covenant.

Applicant Certification (Background Information)

Employment History — Employer 1

Employment History — Employer 2

Education

References

Reference 1

Reference 2

Reference 3

Applicant Certification

I certify that all information provided in this document is true and complete to the best of my knowledge. I understand that false statements or omissions may constitute cause for disciplinary action or other remedies as allowed by law, including termination of employment.

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