This agreement protects the company's workforce and client relationships by limiting solicitation for a defined period after an engagement ends. It is designed to be narrow: it restricts targeted solicitation, not general competition or ordinary job changes.

1. Parties

This agreement is between Company name (the "Company") and Covenantor full name (the "Covenantor"), engaged as Engagement role or title. It takes effect on Effective date.

2. Why these restrictions exist

Through the engagement, the Covenantor gains access to confidential information about the Company's team, clients, pricing, and pipeline, and builds relationships funded by the Company. The parties agree the limited restrictions below are reasonable to protect those legitimate interests, and the Covenantor received valid consideration for them, described as: Consideration description.

3. Restricted period

The restrictions in sections 4 and 5 apply during the engagement and for Restricted period after it ends, however it ends (the "restricted period").

4. Non-solicitation of personnel

1. During the restricted period, the Covenantor will not, directly or indirectly, solicit, recruit, or encourage any restricted person to leave the Company or reduce their engagement with it.
2. "Restricted person" means an employee or contractor of the Company with whom the Covenantor worked, whom the Covenantor supervised, or about whom the Covenantor received confidential information during the last portion of the engagement defined as: Lookback window.
3. This section does not prohibit general job advertisements not targeted at restricted persons, or hiring a person who responds to such an advertisement without any solicitation by the Covenantor.

5. Non-solicitation of clients and prospects

1. During the restricted period, the Covenantor will not, directly or indirectly, solicit a restricted client for products or services that compete with the Company's, or encourage a restricted client to end or reduce its relationship with the Company.
2. "Restricted client" means a client, or an active prospect the Company was pursuing, with whom the Covenantor had material contact or about whom the Covenantor received confidential information during the lookback window in section 4.2.
3. This section does not restrict servicing clients who approach the Covenantor entirely on their own initiative without direct or indirect solicitation, and it does not restrict general advertising to the market.

6. What this agreement does not do

1. It does not prevent the Covenantor from working for any employer, in any role, in any location, subject only to the targeted restrictions above and to confidentiality obligations.
2. It does not limit any right the Covenantor has under applicable law to discuss working conditions or to make legally protected disclosures.

7. Remedies

1. A breach of this agreement may cause harm that is difficult to measure and that money alone cannot fully remedy. The Company may seek injunctive or other equitable relief, in addition to damages and any other available remedy.
2. If the Covenantor breaches a restriction, the restricted period for that restriction is extended by the duration of the breach, where the law permits.

8. General

1. If any restriction is found too broad to enforce, the parties intend that it be enforced to the maximum reasonable extent — reduced in scope or duration rather than voided — and that the rest of the agreement stand.
2. This agreement supplements the engagement agreement and any confidentiality agreement between the parties.
3. It benefits the Company's successors and permitted assigns; amendments must be in writing and signed by both parties.

Signatures

Covenantor: ✍ Covenantor signature Date: Covenantor signature date

For the Company: ✍ Company signature Date: Company signature date