[{"id":"c1567bda-8a1f-41c0-b3ba-4c5ebaafb295","order":1,"text":"NON-COMPETITION AND NON-SOLICITATION AGREEMENT","fontSize":"20","textAlign":"center","bold":true,"underline":true,"marginBottom":"30","cflou":false,"active":true},{"id":"997de478-cb61-4a79-9b8f-3a7c62a63d1c","order":2,"text":"THIS NON-COMPETITION AND NON-SOLICITATION AGREEMENT (this \"Agreement\") is made and entered into as of [Effective Date] (the \"Effective Date\"), by and between:","fontSize":"14","textAlign":"left","bold":false,"underline":false,"marginBottom":"20","cflou":false,"active":true},{"id":"aeaca4c3-8632-42bb-8ab0-e7ee47e0b45e","order":3,"text":"[Employer Legal Name], a [entity type] organized and existing under the laws of the State of [State of Formation], with its principal place of business located at [Employer Principal Address] (the \"Company\"),","fontSize":"14","textAlign":"left","bold":false,"underline":false,"marginBottom":"10","cflou":false,"active":true},{"id":"c1d1d7a4-bb5d-487e-b037-89f9b91a8943","order":4,"text":"and","fontSize":"14","textAlign":"center","bold":false,"underline":false,"marginBottom":"10","cflou":false,"active":true},{"id":"4d5e6784-dc3c-44ab-aed7-6426f32ca2a8","order":5,"text":"[Employee Full Legal Name], an individual residing at [Employee Residential Address] (the \"Employee\").","fontSize":"14","textAlign":"left","bold":false,"underline":false,"marginBottom":"10","cflou":false,"active":true},{"id":"84a8d306-8912-426c-9caf-5c7430f86865","order":6,"text":"The Company and the Employee are sometimes referred to herein individually as a \"Party\" and collectively as the \"Parties.\"","fontSize":"14","textAlign":"left","bold":false,"underline":false,"marginBottom":"20","cflou":false,"active":true},{"id":"35739a5e-8957-4870-821c-e6fa279a5233","order":7,"text":"RECITALS","fontSize":"16","textAlign":"center","bold":true,"underline":true,"marginBottom":"15","cflou":false,"active":true,"marginTop":"10"},{"id":"b6b8522e-1295-4d1e-81ea-0d27442ed7c5","order":8,"text":"WHEREAS, the Company is engaged in the business of [describe Company business, products, and services] (the \"Business\"), and conducts the Business throughout [geographic scope of Company business];","fontSize":"14","textAlign":"left","bold":false,"underline":false,"marginBottom":"10","cflou":false,"active":true},{"id":"96b084d0-525a-48e8-b518-fe89b2975892","order":9,"text":"WHEREAS, the Company has invested, and continues to invest, substantial time, effort, and financial resources in developing, acquiring, maintaining, and protecting (i) its trade secrets and other confidential, proprietary, and competitively sensitive information; (ii) its goodwill and ongoing relationships with its customers, prospective customers, vendors, suppliers, partners, and employees; and (iii) the specialized training and know-how of its workforce, all of which constitute legitimate, protectable business interests of the Company;","fontSize":"14","textAlign":"left","bold":false,"underline":false,"marginBottom":"10","cflou":false,"active":true},{"id":"8d78496e-faa7-409b-8411-18fac8ded31b","order":10,"text":"WHEREAS, the Company desires to employ the Employee in the position of [Position/Title] commencing on [Employment Start Date], and the Employee desires to accept such employment with the Company, on the terms and conditions of the Employee’s offer of employment and subject to, and in consideration of, the Employee’s agreement to the restrictive covenants set forth herein;","fontSize":"14","textAlign":"left","bold":false,"underline":false,"marginBottom":"10","cflou":false,"active":true,"displayConditions":[{"field":"d89b844c-a4a9-4957-a185-948bdbad6b0e","value":"POST_HIRE","type":"remove","operator":"="},{"field":"d89b844c-a4a9-4957-a185-948bdbad6b0e","value":"SALE_OF_BUSINESS","type":"remove","operator":"="}]},{"id":"49288d2e-557f-4e35-9929-18db6b2581dd","order":11,"text":"WHEREAS, the Employee is currently employed by the Company in the position of [Position/Title], having commenced such employment on [Employment Start Date], and the Company has agreed to provide, and the Employee acknowledges receipt of, the additional consideration described in Section 3 below in exchange for the Employee’s agreement to the restrictive covenants set forth herein;","fontSize":"14","textAlign":"left","bold":false,"underline":false,"marginBottom":"10","cflou":false,"active":true,"displayConditions":[{"field":"d89b844c-a4a9-4957-a185-948bdbad6b0e","value":"AT_HIRE","type":"remove","operator":"="},{"field":"d89b844c-a4a9-4957-a185-948bdbad6b0e","value":"SALE_OF_BUSINESS","type":"remove","operator":"="}]},{"id":"5a38a30c-48a2-44ea-a105-a39065818c2b","order":12,"text":"WHEREAS, the Employee is selling all or substantially all of the Employee’s ownership interest in the Company (or in a business sold to the Company) pursuant to that certain [Purchase/Sale Agreement title] dated [date of sale agreement], and the restrictive covenants set forth herein are a material inducement to, and a condition of, the consummation of such transaction;","fontSize":"14","textAlign":"left","bold":false,"underline":false,"marginBottom":"10","cflou":false,"active":true,"displayConditions":[{"field":"d89b844c-a4a9-4957-a185-948bdbad6b0e","value":"AT_HIRE","type":"remove","operator":"="},{"field":"d89b844c-a4a9-4957-a185-948bdbad6b0e","value":"POST_HIRE","type":"remove","operator":"="}]},{"id":"c29bd8da-15e5-4dd6-b09b-66242f1110fe","order":13,"text":"WHEREAS, the Employee acknowledges that, by reason of the Employee’s position with the Company, the Employee will have access to, and will become familiar with, the Company’s Confidential Information, Trade Secrets, customer relationships, and other legitimate business interests, the unauthorized use or disclosure of which would cause irreparable harm to the Company;","fontSize":"14","textAlign":"left","bold":false,"underline":false,"marginBottom":"10","cflou":false,"active":true},{"id":"8e147c14-3204-4e08-b571-0ab19142c49e","order":14,"text":"WHEREAS, the Parties have negotiated the terms of this Agreement at arms’ length, the Employee has had a reasonable opportunity to review this Agreement and to consult with legal counsel of the Employee’s own choosing, and the Employee enters into this Agreement freely, knowingly, and voluntarily;","fontSize":"14","textAlign":"left","bold":false,"underline":false,"marginBottom":"10","cflou":false,"active":true},{"id":"f28998b3-f717-4b6f-8979-66bfd3a60efe","order":15,"text":"NOW, THEREFORE, in consideration of the mutual covenants and agreements set forth herein, and for other good and valuable consideration, the receipt and sufficiency of which are hereby acknowledged, the Parties agree as follows:","fontSize":"14","textAlign":"left","bold":false,"underline":false,"marginBottom":"20","cflou":false,"active":true},{"id":"2e67281e-ca38-42b0-97e4-f66f729d0c3e","order":16,"text":"1. DEFINITIONS","fontSize":"16","textAlign":"left","bold":true,"underline":true,"marginBottom":"10","cflou":false,"active":true,"marginTop":"10"},{"id":"f13cefdb-5b41-485a-936b-8e7bc4e9adfb","order":17,"text":"For purposes of this Agreement, the following terms shall have the meanings set forth below. Defined terms used but not otherwise defined herein shall have the meanings ascribed to them elsewhere in this Agreement.","fontSize":"14","textAlign":"left","bold":false,"underline":false,"marginBottom":"10","cflou":false,"active":true},{"id":"3650d134-6f48-4f2c-a863-95c3465ab1b3","order":18,"text":"(a) \"Affiliate\" means, with respect to any person or entity, any other person or entity that directly or indirectly controls, is controlled by, or is under common control with such person or entity, including without limitation any parent, subsidiary, predecessor, successor, or assign of the Company.","fontSize":"14","textAlign":"left","bold":false,"underline":false,"marginBottom":"10","cflou":false,"active":true},{"id":"6612be23-3eb9-4abf-b2b4-288de98ba732","order":19,"text":"(b) \"Competing Business\" means any person, firm, corporation, partnership, limited liability company, association, or other entity (including, without limitation, any sole proprietorship or any business operated by the Employee individually) that engages, in whole or in part, in the Business, or in any business that is substantially similar to or competitive with the Business, or any portion thereof, as conducted by the Company or its Affiliates during the Employee’s employment with the Company and as of the date of the Employee’s separation from employment.","fontSize":"14","textAlign":"left","bold":false,"underline":false,"marginBottom":"10","cflou":false,"active":true},{"id":"e51371b8-84d5-4809-b3eb-1bcffeae19e0","order":20,"text":"(c) \"Confidential Information\" means all non-public, confidential, proprietary, or competitively sensitive information of the Company or its Affiliates, in any form (written, oral, electronic, visual, or otherwise), whether or not marked or designated as confidential, including without limitation: trade secrets; technical data, formulas, processes, methods, designs, source code, object code, algorithms, and know-how; product roadmaps, research and development plans, and unreleased products or services; financial information, pricing, costs, margins, forecasts, budgets, and business plans; customer and prospective customer lists, identities, contacts, preferences, purchasing histories, and contract terms; supplier and vendor information; marketing strategies, sales pipelines, and competitive analyses; personnel information, including compensation and performance data; mergers, acquisitions, and divestiture plans; and any third-party information that the Company is obligated to keep confidential.","fontSize":"14","textAlign":"left","bold":false,"underline":false,"marginBottom":"10","cflou":false,"active":true},{"id":"2487b9b1-1354-408f-ad43-ff72ff5f37b6","order":21,"text":"(d) \"Customer\" means any person or entity that, during the twenty-four (24) months immediately preceding the Employee’s separation from employment with the Company, (i) was a customer or client of the Company or its Affiliates; (ii) was an active, identified prospective customer or client of the Company or its Affiliates with whom the Employee had Material Contact; or (iii) was a counterparty to a contract or other revenue-generating relationship with the Company or its Affiliates.","fontSize":"14","textAlign":"left","bold":false,"underline":false,"marginBottom":"10","cflou":false,"active":true},{"id":"ba956a3f-8fae-4b90-b55a-e1f0a23afd1b","order":22,"text":"(e) \"Material Contact\" means contact between the Employee and a Customer (or its representatives) that resulted from the Employee’s employment with the Company and that was substantive enough to facilitate the development, maintenance, or solicitation of the Customer relationship, including without limitation contact in which the Employee (i) personally dealt with the Customer on behalf of the Company; (ii) supervised, directly or indirectly, the Company’s dealings with the Customer; (iii) obtained Confidential Information about the Customer in the ordinary course of business; or (iv) received compensation, commissions, or other earnings determined in whole or in part by reference to the Customer.","fontSize":"14","textAlign":"left","bold":false,"underline":false,"marginBottom":"10","cflou":false,"active":true},{"id":"93762fc8-e6e2-44f8-8f7c-fbe97023f5fc","order":23,"text":"(f) \"Restricted Period\" means, with respect to the obligations set forth in Section 5 (Non-Competition), the period commencing on the date of the Employee’s separation from employment with the Company (whether voluntary or involuntary, with or without cause) and continuing for [number] months thereafter; and, with respect to the obligations set forth in Sections 6 and 7 (Non-Solicitation), the period commencing on the date of the Employee’s separation from employment and continuing for [number] months thereafter; in each case, subject to extension under Section 10 (Tolling).","fontSize":"14","textAlign":"left","bold":false,"underline":false,"marginBottom":"10","cflou":false,"active":true,"displayConditions":[{"field":"f0d9657b-cd37-4196-a8d6-9acc061f11e2","value":"NO","type":"remove","operator":"="}]},{"id":"13d95c36-0272-4492-b47e-4136852bdc9a","order":24,"text":"(f) \"Restricted Period\" means, with respect to the obligations set forth in Sections 6 and 7 (Non-Solicitation), the period commencing on the date of the Employee’s separation from employment with the Company (whether voluntary or involuntary, with or without cause) and continuing for [number] months thereafter; subject to extension under Section 10 (Tolling).","fontSize":"14","textAlign":"left","bold":false,"underline":false,"marginBottom":"10","cflou":false,"active":true,"displayConditions":[{"field":"f0d9657b-cd37-4196-a8d6-9acc061f11e2","value":"YES","type":"remove","operator":"="}]},{"id":"f42dbf4b-c46a-4d71-b88a-2bef21488289","order":25,"text":"(g) \"Restricted Territory\" means [geographic scope, e.g. State of X / counties of X, Y, Z / 50-mile radius], being the geographic area in which the Company conducts the Business and as to which the Employee has had material involvement, access to Confidential Information, or Customer relationships during the twenty-four (24) months immediately preceding the Employee’s separation from employment.","fontSize":"14","textAlign":"left","bold":false,"underline":false,"marginBottom":"10","cflou":false,"active":true,"displayConditions":[{"field":"f0d9657b-cd37-4196-a8d6-9acc061f11e2","value":"NO","type":"remove","operator":"="}]},{"id":"5ac7a236-677c-4242-a429-0de910e2fc62","order":26,"text":"(h) \"Trade Secrets\" means information that constitutes a \"trade secret\" within the meaning of the Defend Trade Secrets Act of 2016, 18 U.S.C. § 1836 et seq., or the trade secrets law of the governing State, including any state-enacted version of the Uniform Trade Secrets Act.","fontSize":"14","textAlign":"left","bold":false,"underline":false,"marginBottom":"20","cflou":false,"active":true,"displayConditions":[{"field":"f0d9657b-cd37-4196-a8d6-9acc061f11e2","value":"NO","type":"remove","operator":"="}]},{"id":"87a83b1c-4928-489d-b7f6-3342bba91fa8","order":27,"text":"(g) \"Trade Secrets\" means information that constitutes a \"trade secret\" within the meaning of the Defend Trade Secrets Act of 2016, 18 U.S.C. § 1836 et seq., or the trade secrets law of the governing State, including any state-enacted version of the Uniform Trade Secrets Act.","fontSize":"14","textAlign":"left","bold":false,"underline":false,"marginBottom":"20","cflou":false,"active":true,"displayConditions":[{"field":"f0d9657b-cd37-4196-a8d6-9acc061f11e2","value":"YES","type":"remove","operator":"="}]},{"id":"0bf54b13-dc7b-40a0-98a7-2c6359749d55","order":28,"text":"2. ACKNOWLEDGMENTS BY THE EMPLOYEE","fontSize":"16","textAlign":"left","bold":true,"underline":true,"marginBottom":"10","cflou":false,"active":true,"marginTop":"10"},{"id":"c183d441-0b5e-421d-be22-e049f17359ee","order":29,"text":"The Employee acknowledges and agrees that: (a) the Company has expended substantial time, effort, and resources to develop and maintain its Confidential Information, Trade Secrets, goodwill, and Customer relationships, all of which constitute valuable, legitimate, protectable business interests of the Company; (b) the Employee, by virtue of the Employee’s position with the Company, will have, and will continue to have, access to such Confidential Information, Trade Secrets, and Customer relationships, and will receive specialized training, knowledge, and skills from the Company; (c) the Company would suffer immediate, substantial, and irreparable harm if the Employee were to use or disclose such Confidential Information or to exploit such Customer relationships in competition with the Company; (d) the restrictive covenants set forth in this Agreement are reasonable in scope, duration, and geographic reach, and are no broader than necessary to protect the Company’s legitimate business interests; (e) the restrictive covenants will not unreasonably impair the Employee’s ability to earn a livelihood in the Employee’s chosen profession, trade, or occupation; and (f) the consideration provided to the Employee under this Agreement is fair, reasonable, and adequate.","fontSize":"14","textAlign":"left","bold":false,"underline":false,"marginBottom":"20","cflou":false,"active":true},{"id":"4d9c1efc-8b25-4ede-a3b0-737135962c59","order":30,"text":"3. CONSIDERATION","fontSize":"16","textAlign":"left","bold":true,"underline":true,"marginBottom":"10","cflou":false,"active":true,"marginTop":"10"},{"id":"24619b72-dfc7-4826-83a8-308879ccd80e","order":31,"text":"The Employee acknowledges that the consideration for this Agreement consists of the Company’s offer of employment, the wages, salary, commissions, bonuses, equity, employee benefits, training, and access to Confidential Information to be provided by the Company in connection with such employment, and the mutual covenants set forth herein, all of which the Employee acknowledges constitute fair, reasonable, and sufficient consideration to support each of the restrictive covenants contained in this Agreement. The Employee further acknowledges that the Employee’s execution of this Agreement is an express condition precedent to the Company’s offer of employment, and that no employment would have been offered absent the Employee’s execution hereof.","fontSize":"14","textAlign":"left","bold":false,"underline":false,"marginBottom":"10","cflou":false,"active":true,"displayConditions":[{"field":"d89b844c-a4a9-4957-a185-948bdbad6b0e","value":"POST_HIRE","type":"remove","operator":"="},{"field":"d89b844c-a4a9-4957-a185-948bdbad6b0e","value":"SALE_OF_BUSINESS","type":"remove","operator":"="}]},{"id":"8157b280-5648-4711-bf0e-7fa5db4aa019","order":32,"text":"The Employee acknowledges that the consideration for this Agreement consists of (i) the Company’s continued employment of the Employee (which the Employee acknowledges is, in the governing State, sufficient consideration to the extent permitted by applicable law) and (ii) the additional consideration described as follows: [describe additional consideration: sign-on bonus, equity grant, promotion, raise, severance enhancement, etc., with amounts and dates] (the \"Additional Consideration\"). The Employee acknowledges that the Employee would not have received the Additional Consideration but for the Employee’s execution of this Agreement, that the Additional Consideration is independent of any compensation otherwise due to the Employee, and that the Additional Consideration is fair, reasonable, and adequate consideration to support each of the restrictive covenants contained in this Agreement.","fontSize":"14","textAlign":"left","bold":false,"underline":false,"marginBottom":"10","cflou":false,"active":true,"displayConditions":[{"field":"d89b844c-a4a9-4957-a185-948bdbad6b0e","value":"AT_HIRE","type":"remove","operator":"="},{"field":"d89b844c-a4a9-4957-a185-948bdbad6b0e","value":"SALE_OF_BUSINESS","type":"remove","operator":"="}]},{"id":"913c21a7-f853-4102-aeb4-b71e81eaed83","order":33,"text":"The Employee acknowledges that the consideration for this Agreement consists of (i) the purchase price and other consideration paid or payable to the Employee under the [Purchase/Sale Agreement title] dated [date]; (ii) the mutual covenants and benefits described therein; and (iii) the goodwill associated with the business being sold, which the Employee acknowledges is being transferred to the Company for valuable consideration. The Employee further acknowledges that this Agreement is a material inducement to, and an essential condition of, the Company’s entry into the underlying transaction.","fontSize":"14","textAlign":"left","bold":false,"underline":false,"marginBottom":"20","cflou":false,"active":true,"displayConditions":[{"field":"d89b844c-a4a9-4957-a185-948bdbad6b0e","value":"AT_HIRE","type":"remove","operator":"="},{"field":"d89b844c-a4a9-4957-a185-948bdbad6b0e","value":"POST_HIRE","type":"remove","operator":"="}]},{"id":"b268db5e-bb63-42a1-a43b-fe83654e84ad","order":34,"text":"4. CONFIDENTIALITY AND TRADE SECRETS","fontSize":"16","textAlign":"left","bold":true,"underline":true,"marginBottom":"10","cflou":false,"active":true,"marginTop":"10"},{"id":"01663930-16f1-404a-b031-9fdd2143a28f","order":35,"text":"The Employee shall hold all Confidential Information and Trade Secrets in strictest confidence and shall not, at any time during the Employee’s employment with the Company or thereafter, directly or indirectly, use, disclose, copy, transmit, or permit the use or disclosure of any Confidential Information or Trade Secret, except (i) as required in the good-faith performance of the Employee’s duties for the Company; (ii) with the prior written authorization of an authorized officer of the Company; or (iii) as required by law, regulation, court order, or governmental subpoena (and only after providing the Company, to the extent legally permissible, with prompt written notice and a reasonable opportunity to seek a protective order or other appropriate remedy).","fontSize":"14","textAlign":"left","bold":false,"underline":false,"marginBottom":"10","cflou":false,"active":true},{"id":"12d54b53-0923-4121-ba09-29b56da37519","order":36,"text":"The Employee’s obligations of confidentiality with respect to Confidential Information shall continue for so long as such information is not generally known or readily ascertainable by proper means by persons who can obtain economic value from its disclosure or use. The Employee’s obligations with respect to Trade Secrets shall continue for as long as such information qualifies as a Trade Secret under applicable law, in perpetuity if applicable. Upon separation from employment, the Employee shall comply with Section 9 (Return of Company Property).","fontSize":"14","textAlign":"left","bold":false,"underline":false,"marginBottom":"20","cflou":false,"active":true},{"id":"5b422726-c2bf-4b9d-9282-ed49eac7c90b","order":37,"text":"5. NON-COMPETITION","fontSize":"16","textAlign":"left","bold":true,"underline":true,"marginBottom":"10","cflou":false,"active":true,"marginTop":"10"},{"id":"1d58f631-62b0-450a-8d7f-0dbc21ab31b3","order":38,"text":"During the Employee’s employment with the Company and during the Restricted Period thereafter, the Employee shall not, directly or indirectly, whether as owner, employee, officer, director, manager, principal, partner, member, agent, consultant, independent contractor, advisor, joint venturer, lender, investor (other than as a passive holder of less than two percent (2%) of the publicly traded securities of any class of any entity), or in any other capacity, within the Restricted Territory:","fontSize":"14","textAlign":"left","bold":false,"underline":false,"marginBottom":"10","cflou":false,"active":true,"displayConditions":[{"field":"f0d9657b-cd37-4196-a8d6-9acc061f11e2","value":"NO","type":"remove","operator":"="}]},{"id":"ce5981d1-be0e-4672-a3fc-0ef238154821","order":39,"text":"(a) engage in, perform services for, render advice to, manage, operate, control, finance, or otherwise participate in any Competing Business; or","fontSize":"14","textAlign":"left","bold":false,"underline":false,"marginBottom":"10","cflou":false,"active":true,"displayConditions":[{"field":"f0d9657b-cd37-4196-a8d6-9acc061f11e2","value":"NO","type":"remove","operator":"="}]},{"id":"16f2b6c3-9e7a-41cb-8199-94a3edb6e0f9","order":40,"text":"(b) accept employment, engagement, or any other position with a Competing Business in any role in which (i) the Employee’s duties or responsibilities are the same as or substantially similar to those performed by the Employee for the Company during the twenty-four (24) months immediately preceding the Employee’s separation; or (ii) the Employee would be likely (regardless of the Employee’s intent) to use or disclose Confidential Information or Trade Secrets of the Company.","fontSize":"14","textAlign":"left","bold":false,"underline":false,"marginBottom":"10","cflou":false,"active":true,"displayConditions":[{"field":"f0d9657b-cd37-4196-a8d6-9acc061f11e2","value":"NO","type":"remove","operator":"="}]},{"id":"d5d92f04-59ec-4a08-b894-3c8d54ced96a","order":41,"text":"During the Restricted Period, and as additional consideration for the Employee’s compliance with this Section 5, the Company shall pay the Employee compensation (so-called \"garden leave\" compensation) at the rate of [percentage, e.g. 50%] of the highest annualized base salary paid to the Employee by the Company during the two (2) years preceding the Employee’s separation, payable on the Company’s regular payroll cycle. The Company may, at its sole option, waive the non-competition obligations of this Section 5 (in whole or in part), in which event the Company’s obligation to make any further garden leave payments shall terminate.","fontSize":"14","textAlign":"left","bold":false,"underline":false,"marginBottom":"10","cflou":false,"active":true,"displayConditions":[{"field":"f0d9657b-cd37-4196-a8d6-9acc061f11e2","value":"NO","type":"remove","operator":"="},{"field":"c1ca4f22-c4f4-4c4c-b499-f0b62c577075","value":"NO","type":"remove","operator":"="}]},{"id":"37449ed8-e771-41c8-9032-b8862c7a57c9","order":42,"text":"The Parties have agreed that the Employee shall not be subject to a post-employment non-competition restriction. The Employee’s obligations under Sections 4 (Confidentiality), 6 (Non-Solicitation of Customers), 7 (Non-Solicitation of Employees), and 8 (Non-Disparagement) remain in full force and effect.","fontSize":"14","textAlign":"left","bold":false,"underline":false,"marginBottom":"20","cflou":false,"active":true,"displayConditions":[{"field":"f0d9657b-cd37-4196-a8d6-9acc061f11e2","value":"YES","type":"remove","operator":"="}]},{"id":"38b754dd-10a6-4ab4-8df1-e8f857737b8f","order":43,"text":"6. NON-SOLICITATION OF CUSTOMERS","fontSize":"16","textAlign":"left","bold":true,"underline":true,"marginBottom":"10","cflou":false,"active":true,"marginTop":"10"},{"id":"fe39dea4-1243-4161-9999-6257a1e10eca","order":44,"text":"During the Employee’s employment with the Company and during the Restricted Period thereafter, the Employee shall not, directly or indirectly, on the Employee’s own behalf or on behalf of any other person or entity:","fontSize":"14","textAlign":"left","bold":false,"underline":false,"marginBottom":"10","cflou":false,"active":true},{"id":"7f072626-4d4b-4489-961a-52d090e5001b","order":45,"text":"(a) solicit, induce, or attempt to solicit or induce any Customer to terminate, reduce, divert, or change in a manner adverse to the Company any business, relationship, contract, or course of dealing with the Company or any of its Affiliates;","fontSize":"14","textAlign":"left","bold":false,"underline":false,"marginBottom":"10","cflou":false,"active":true},{"id":"b5b4e4d9-5658-4289-bac6-60b8ea4ca1f3","order":46,"text":"(b) solicit any Customer for the purpose of selling, marketing, or providing any products or services that are the same as, substantially similar to, or competitive with the products or services of the Company or its Affiliates; or","fontSize":"14","textAlign":"left","bold":false,"underline":false,"marginBottom":"10","cflou":false,"active":true},{"id":"1f468054-c07f-49bb-bcc4-b874a7057a6f","order":47,"text":"(c) accept business from any Customer in connection with any products or services that are the same as, substantially similar to, or competitive with the products or services of the Company or its Affiliates, where such business arose, directly or indirectly, from any solicitation, inducement, or contact prohibited under clause (a) or (b) above.","fontSize":"14","textAlign":"left","bold":false,"underline":false,"marginBottom":"10","cflou":false,"active":true},{"id":"c76be82f-f047-41b2-9b91-cce1ac25082a","order":48,"text":"The restrictions of this Section 6 apply only with respect to Customers as defined herein. Nothing in this Section 6 shall prevent the Employee from engaging in general advertising not directed at any specific Customer, or from responding to unsolicited inquiries from members of the public; provided, however, that any such inquiry from a Customer must be handled in a manner consistent with Sections 4 and 6 hereof.","fontSize":"14","textAlign":"left","bold":false,"underline":false,"marginBottom":"20","cflou":false,"active":true},{"id":"1fdd495b-b957-451b-b60d-804457cec082","order":49,"text":"7. NON-SOLICITATION OF EMPLOYEES AND CONTRACTORS","fontSize":"16","textAlign":"left","bold":true,"underline":true,"marginBottom":"10","cflou":false,"active":true,"marginTop":"10"},{"id":"973f079d-bf89-42e3-b5d4-02ca3d550ab6","order":50,"text":"During the Employee’s employment with the Company and during the Restricted Period thereafter, the Employee shall not, directly or indirectly, on the Employee’s own behalf or on behalf of any other person or entity:","fontSize":"14","textAlign":"left","bold":false,"underline":false,"marginBottom":"10","cflou":false,"active":true},{"id":"3a473584-c0ef-46ad-826f-80495e451381","order":51,"text":"(a) solicit, hire, engage, employ, or retain (or attempt to solicit, hire, engage, employ, or retain) any person who is, or who was within the six (6) months preceding the date of solicitation, an employee, independent contractor, or consultant of the Company or its Affiliates;","fontSize":"14","textAlign":"left","bold":false,"underline":false,"marginBottom":"10","cflou":false,"active":true},{"id":"b7f206c4-b935-4432-8e5d-7c10872fd879","order":52,"text":"(b) induce or attempt to induce any such person to terminate, reduce, or otherwise alter such person’s engagement, employment, or service relationship with the Company or its Affiliates; or","fontSize":"14","textAlign":"left","bold":false,"underline":false,"marginBottom":"10","cflou":false,"active":true},{"id":"ff4e394f-4e67-450e-8164-b472e86f2f75","order":53,"text":"(c) interfere with the relationship between the Company or its Affiliates and any such person.","fontSize":"14","textAlign":"left","bold":false,"underline":false,"marginBottom":"10","cflou":false,"active":true},{"id":"c2e1825b-a50c-485d-8cb8-1d6df251bac0","order":54,"text":"Notwithstanding the foregoing, this Section 7 shall not be violated by (i) the placement of general advertisements not targeted at any specific employee or contractor of the Company; or (ii) the hiring of any person who responds to such a general advertisement, provided that the Employee was not otherwise involved, directly or indirectly, in the solicitation of such person in violation of this Section 7.","fontSize":"14","textAlign":"left","bold":false,"underline":false,"marginBottom":"20","cflou":false,"active":true},{"id":"70441b07-2c6e-478f-8e35-04ab6f856f81","order":55,"text":"8. NON-DISPARAGEMENT","fontSize":"16","textAlign":"left","bold":true,"underline":true,"marginBottom":"10","cflou":false,"active":true,"marginTop":"10"},{"id":"41b56476-c41b-4d96-b289-f27a48207355","order":56,"text":"During the Employee’s employment with the Company and at all times thereafter, the Employee shall not make, publish, or communicate to any person or entity, in any public or quasi-public forum or in any written, oral, or electronic communication, any statement, comment, or remark, whether direct or implied, that disparages, defames, denigrates, or otherwise reflects negatively upon the Company, its Affiliates, or any of their respective products, services, officers, directors, employees, agents, owners, customers, or business practices. Nothing in this Section 8 shall be construed to (i) prohibit truthful testimony compelled by valid legal process; (ii) limit the Employee’s rights under Section 12 (Protected Disclosures); or (iii) prevent the Employee from communicating with a government agency or making any disclosure protected by applicable law.","fontSize":"14","textAlign":"left","bold":false,"underline":false,"marginBottom":"20","cflou":false,"active":true},{"id":"d121d225-86f1-4f86-a8b4-ef06997ae043","order":57,"text":"9. RETURN OF COMPANY PROPERTY","fontSize":"16","textAlign":"left","bold":true,"underline":true,"marginBottom":"10","cflou":false,"active":true,"marginTop":"10"},{"id":"874d08dd-6e1b-413f-b004-94ebdedc3ecd","order":58,"text":"Upon the Employee’s separation from employment with the Company for any reason, or at any earlier time upon the Company’s request, the Employee shall promptly return to the Company all property of the Company and its Affiliates in the Employee’s possession, custody, or control, including without limitation all originals and copies (whether in tangible or electronic form) of Confidential Information, Trade Secrets, documents, files, records, notes, reports, drawings, designs, source code, software, computer equipment, mobile devices, storage media, access cards, keys, credit cards, and any other Company-owned or Company-funded property. The Employee shall not retain any Confidential Information or Trade Secrets in any form, and the Employee shall permanently delete any such information from any personal electronic device or storage medium. Upon the Company’s request, the Employee shall certify the Employee’s compliance with this Section 9 in writing.","fontSize":"14","textAlign":"left","bold":false,"underline":false,"marginBottom":"20","cflou":false,"active":true},{"id":"6e476d3e-4c63-46ee-a69e-f65435eba97b","order":59,"text":"10. TOLLING OF RESTRICTED PERIOD","fontSize":"16","textAlign":"left","bold":true,"underline":true,"marginBottom":"10","cflou":false,"active":true,"marginTop":"10"},{"id":"5b30fd4c-3d10-4377-9fee-9450f3381f16","order":60,"text":"If the Employee is found to have violated any provision of Sections 5, 6, or 7 of this Agreement, the Restricted Period applicable to the violated provision shall be tolled, and the running of the Restricted Period shall be suspended, during the period of such violation, such that the Company receives the full benefit of the duration of the restriction as originally contemplated. To the maximum extent permitted by the governing law, the Restricted Period shall be deemed extended by a period of time equal to the duration of any such violation.","fontSize":"14","textAlign":"left","bold":false,"underline":false,"marginBottom":"20","cflou":false,"active":true,"displayConditions":[{"field":"f0d9657b-cd37-4196-a8d6-9acc061f11e2","value":"NO","type":"remove","operator":"="}]},{"id":"6148163b-70b1-4e01-ab3d-c508df0effde","order":61,"text":"If the Employee is found to have violated any provision of Sections 6 or 7 of this Agreement, the Restricted Period applicable to the violated provision shall be tolled, and the running of the Restricted Period shall be suspended, during the period of such violation, such that the Company receives the full benefit of the duration of the restriction as originally contemplated. To the maximum extent permitted by the governing law, the Restricted Period shall be deemed extended by a period of time equal to the duration of any such violation.","fontSize":"14","textAlign":"left","bold":false,"underline":false,"marginBottom":"20","cflou":false,"active":true,"displayConditions":[{"field":"f0d9657b-cd37-4196-a8d6-9acc061f11e2","value":"YES","type":"remove","operator":"="}]},{"id":"fc1aca28-c73f-45e2-867c-52a92b97947b","order":62,"text":"11. NOTICE OF SUBSEQUENT EMPLOYMENT","fontSize":"16","textAlign":"left","bold":true,"underline":true,"marginBottom":"10","cflou":false,"active":true,"marginTop":"10"},{"id":"bb01f293-91d5-40ca-a2ce-e201022a08a3","order":63,"text":"During the Restricted Period, the Employee shall provide to the Company, within [number] days of accepting any new employment, engagement, or other professional position, written notice setting forth: (i) the identity and address of the prospective employer or principal; (ii) the title, location, and a general description of the duties of the position; (iii) the start date; and (iv) such other information as is reasonably necessary for the Company to evaluate whether the new position is consistent with this Agreement. The Company may, in its discretion and on reasonable terms, provide a copy of this Agreement to the prospective employer or principal to ensure awareness of the Employee’s ongoing obligations hereunder.","fontSize":"14","textAlign":"left","bold":false,"underline":false,"marginBottom":"20","cflou":false,"active":true},{"id":"a4342417-2a6c-4a52-9db2-2d1b66a69c0c","order":64,"text":"12. PROTECTED DISCLOSURES; DTSA NOTICE; WHISTLEBLOWER RIGHTS","fontSize":"16","textAlign":"left","bold":true,"underline":true,"marginBottom":"10","cflou":false,"active":true,"marginTop":"10"},{"id":"75f31b1b-0168-4966-9894-3b1062afb25d","order":65,"text":"(a) Defend Trade Secrets Act Notice (18 U.S.C. § 1833(b)). The Employee is hereby notified, in accordance with 18 U.S.C. § 1833(b), that: (i) an individual shall not be held criminally or civilly liable under any federal or state trade secret law for the disclosure of a trade secret that is made (A) in confidence to a federal, state, or local government official, either directly or indirectly, or to an attorney; and (B) solely for the purpose of reporting or investigating a suspected violation of law; or (ii) is made in a complaint or other document filed in a lawsuit or other proceeding, if such filing is made under seal. The Employee further is notified that an individual who files a lawsuit for retaliation by an employer for reporting a suspected violation of law may disclose the trade secret to the attorney of the individual and use the trade secret information in the court proceeding, if the individual (A) files any document containing the trade secret under seal; and (B) does not disclose the trade secret, except pursuant to court order.","fontSize":"14","textAlign":"left","bold":false,"underline":false,"marginBottom":"10","cflou":false,"active":true},{"id":"afcdc5b7-1516-4206-8b4d-923e4a95237a","order":66,"text":"(b) Whistleblower and Government Communications. Nothing in this Agreement, or in any other agreement or policy of the Company, shall be construed to prohibit or restrict the Employee from (i) reporting possible violations of federal, state, or local law or regulation to any governmental agency or entity (including, without limitation, the Securities and Exchange Commission, the Equal Employment Opportunity Commission, the National Labor Relations Board, the Department of Justice, the Department of Labor, the Occupational Safety and Health Administration, and any state or local equivalent); (ii) participating in any investigation or proceeding conducted by any such governmental agency or entity; or (iii) making other disclosures that are protected under the whistleblower provisions of any applicable federal, state, or local law or regulation. The Employee does not need the prior authorization of the Company to make any such reports or disclosures and is not required to notify the Company that such reports or disclosures have been made.","fontSize":"14","textAlign":"left","bold":false,"underline":false,"marginBottom":"10","cflou":false,"active":true},{"id":"9cc2803d-ab43-4337-99c0-7b16fad4a0f7","order":67,"text":"(c) Concerted Activity and Section 7 Rights. Nothing in this Agreement is intended to, or shall be construed to, interfere with or restrain the Employee’s rights under Section 7 of the National Labor Relations Act, including the right to engage in concerted activities for mutual aid or protection, to discuss wages, hours, or other terms and conditions of employment with co-workers or third parties, or to file unfair labor practice charges with the National Labor Relations Board.","fontSize":"14","textAlign":"left","bold":false,"underline":false,"marginBottom":"10","cflou":false,"active":true},{"id":"94c23811-2a16-497e-973f-337c2fc85494","order":68,"text":"(d) Speak Out Act and Anti-Harassment Rights. Nothing in this Agreement, including without limitation the confidentiality and non-disparagement provisions, shall be enforceable against the Employee to the extent it would require the pre-dispute waiver of any claim of sexual assault or sexual harassment under the Speak Out Act (42 U.S.C. § 19401 et seq.) or any other applicable federal, state, or local law providing similar protections.","fontSize":"14","textAlign":"left","bold":false,"underline":false,"marginBottom":"20","cflou":false,"active":true},{"id":"fc5a863b-bb37-4d32-9cc2-f2fb2cfad162","order":69,"text":"13. COMPLIANCE WITH FEDERAL LAW","fontSize":"16","textAlign":"left","bold":true,"underline":true,"marginBottom":"10","cflou":false,"active":true,"marginTop":"10"},{"id":"7e8f30c5-851c-4aa8-a50c-3109acfdcecb","order":70,"text":"This Agreement shall be construed and enforced in a manner consistent with the Federal Trade Commission Act, 15 U.S.C. § 45, and all other applicable federal antitrust and competition laws. If the Federal Trade Commission, a court of competent jurisdiction, or any other duly authorized federal regulatory body issues a final, non-appealable order or rule that renders any provision of this Agreement unlawful, unenforceable, or void, such provision shall be deemed modified to the minimum extent necessary to render it lawful and enforceable, and the remainder of this Agreement shall continue in full force and effect to the maximum extent permitted by law.","fontSize":"14","textAlign":"left","bold":false,"underline":false,"marginBottom":"20","cflou":false,"active":true},{"id":"90aa1f4a-91f4-4323-b50c-61d2c312a6b0","order":71,"text":"14. STATE-SPECIFIC PROVISIONS","fontSize":"16","textAlign":"left","bold":true,"underline":true,"marginBottom":"10","cflou":false,"active":true,"marginTop":"10"},{"id":"371c8fed-ef9a-4330-b8d9-d2d2efce9808","order":72,"text":"Notwithstanding anything to the contrary in this Agreement, the following state-specific provisions shall apply to the extent the Employee primarily resides or works in, or this Agreement is governed by the laws of, the State indicated below.","fontSize":"14","textAlign":"left","bold":false,"underline":false,"marginBottom":"15","cflou":false,"active":true},{"id":"ab5e3227-025e-4933-9789-d89e9e73a980","order":73,"text":"Massachusetts. If the governing law of this Agreement is the law of the Commonwealth of Massachusetts, the following shall apply with respect to Section 5 (Non-Competition): (i) the Employee acknowledges that the Employee has been afforded not less than ten (10) business days from the date this Agreement was first delivered to the Employee within which to review and consider this Agreement (or, if executed at the commencement of employment, has been provided with this Agreement by the earlier of the date of the formal offer of employment or ten (10) business days before the commencement of employment); (ii) the Employee is hereby advised in writing of the Employee’s right to consult with counsel of the Employee’s choosing prior to signing this Agreement; (iii) the non-competition obligations of Section 5 shall not exceed twelve (12) months from the date of separation, except that such period may extend up to two (2) years from the date of separation in the event of the Employee’s breach of fiduciary duty or unlawful taking of property; (iv) the Restricted Period is supported by garden leave compensation, payable on the Company’s regular payroll cycle during the Restricted Period, as set forth in Section 5; and (v) the non-competition provisions of Section 5 shall not be enforceable against the Employee if the Employee is (A) classified as non-exempt under the Fair Labor Standards Act; (B) an undergraduate or graduate student in an internship or short-term employment relationship; (C) age 18 or younger; or (D) terminated without cause or laid off.","fontSize":"14","textAlign":"left","bold":false,"underline":false,"marginBottom":"10","cflou":false,"active":true,"displayConditions":[{"field":"cb969fdc-3b4d-4044-a354-274d1e8c5f0e","value":"Massachusetts","type":"add","operator":"="},{"field":"f0d9657b-cd37-4196-a8d6-9acc061f11e2","value":"NO","type":"remove","operator":"="},{"field":"c1ca4f22-c4f4-4c4c-b499-f0b62c577075","value":"NO","type":"remove","operator":"="}]},{"id":"e99547d2-9211-4b5e-96cd-6f5905173eb9","order":74,"text":"Massachusetts. If the governing law of this Agreement is the law of the Commonwealth of Massachusetts, the following shall apply with respect to Section 5 (Non-Competition): (i) the Employee acknowledges that the Employee has been afforded not less than ten (10) business days from the date this Agreement was first delivered to the Employee within which to review and consider this Agreement (or, if executed at the commencement of employment, has been provided with this Agreement by the earlier of the date of the formal offer of employment or ten (10) business days before the commencement of employment); (ii) the Employee is hereby advised in writing of the Employee’s right to consult with counsel of the Employee’s choosing prior to signing this Agreement; (iii) the non-competition obligations of Section 5 shall not exceed twelve (12) months from the date of separation, except that such period may extend up to two (2) years from the date of separation in the event of the Employee’s breach of fiduciary duty or unlawful taking of property; (iv) the Restricted Period is supported by mutually-agreed-upon consideration set forth in this Agreement, including the consideration described in Section 3, which the Parties expressly acknowledge to be fair and reasonable in lieu of garden leave compensation; and (v) the non-competition provisions of Section 5 shall not be enforceable against the Employee if the Employee is (A) classified as non-exempt under the Fair Labor Standards Act; (B) an undergraduate or graduate student in an internship or short-term employment relationship; (C) age 18 or younger; or (D) terminated without cause or laid off. The Parties further acknowledge that the requirement of \"mutually-agreed-upon consideration\" under M.G.L. c. 149, § 24L is intended to be flexible and may be satisfied by consideration other than periodic salary continuation during the Restricted Period.","fontSize":"14","textAlign":"left","bold":false,"underline":false,"marginBottom":"10","cflou":false,"active":true,"displayConditions":[{"field":"cb969fdc-3b4d-4044-a354-274d1e8c5f0e","value":"Massachusetts","type":"add","operator":"="},{"field":"f0d9657b-cd37-4196-a8d6-9acc061f11e2","value":"NO","type":"remove","operator":"="},{"field":"c1ca4f22-c4f4-4c4c-b499-f0b62c577075","value":"YES","type":"remove","operator":"="}]},{"id":"5a00cf81-aab5-4fe4-8a6f-8928fa85f8fd","order":75,"text":"Washington. If the governing law of this Agreement is the law of the State of Washington, the following shall apply: (i) the Employee acknowledges that the Employee has been provided with the written terms of this Agreement no later than the time of the Employee’s acceptance of the Company’s offer of employment (or, if this Agreement is entered into after the commencement of employment, the Employee has received the Additional Consideration set forth in Section 3 above); (ii) the non-competition provisions of Section 5 are enforceable against the Employee only if the Employee’s annualized earnings from the Company exceed the statutory threshold set forth in Wash. Rev. Code § 49.62.020(1)(b), as adjusted annually for inflation, and the Employee represents that the Employee’s annualized earnings are [USD amount]; (iii) if the Employee is terminated as a result of a layoff, the non-competition provisions shall be enforceable only if the Company pays the Employee compensation equivalent to the Employee’s base salary at the time of termination, less any compensation earned by the Employee through subsequent employment during the period of enforcement; and (iv) the Restricted Period of Section 5 shall not exceed eighteen (18) months from the date of separation; any such period in excess of eighteen (18) months is presumptively unreasonable under Wash. Rev. Code § 49.62.020(2).","fontSize":"14","textAlign":"left","bold":false,"underline":false,"marginBottom":"10","cflou":false,"active":true,"displayConditions":[{"field":"cb969fdc-3b4d-4044-a354-274d1e8c5f0e","value":"Washington","type":"add","operator":"="},{"field":"f0d9657b-cd37-4196-a8d6-9acc061f11e2","value":"NO","type":"remove","operator":"="}]},{"id":"1319087f-ced9-4185-877d-fba099599249","order":76,"text":"Illinois. If the governing law of this Agreement is the law of the State of Illinois, the following shall apply: (i) the Employee acknowledges that the Employee has been advised in writing of the Employee’s right to consult with an attorney prior to signing this Agreement; (ii) the Employee has been provided with at least fourteen (14) calendar days from the date of receipt of this Agreement to review it; (iii) the non-competition provisions of Section 5 are enforceable against the Employee only if the Employee’s actual or expected annualized earnings exceed seventy-five thousand dollars ($75,000), as adjusted under 820 ILCS 90/10, and the Employee represents that the Employee’s annualized earnings are [USD amount]; (iv) the non-solicitation provisions of Sections 6 and 7 are enforceable only if the Employee’s actual or expected annualized earnings exceed forty-five thousand dollars ($45,000), as adjusted; (v) this Agreement is supported by adequate consideration in accordance with 820 ILCS 90/15; and (vi) in any action to enforce this Agreement, the prevailing Employee shall be entitled to recover costs and reasonable attorneys’ fees in accordance with 820 ILCS 90/25.","fontSize":"14","textAlign":"left","bold":false,"underline":false,"marginBottom":"10","cflou":false,"active":true,"displayConditions":[{"field":"cb969fdc-3b4d-4044-a354-274d1e8c5f0e","value":"Illinois","type":"add","operator":"="}]},{"id":"b2e4a055-a1b5-48e9-ad93-722941eab681","order":77,"text":"Colorado. If the governing law of this Agreement is the law of the State of Colorado, the following shall apply: (i) the Employee has been provided with separate notice of the covenants set forth in this Agreement, in writing, before acceptance of any offer of employment or, if a current employee, at least fourteen (14) days before the earlier of the effective date of the covenants or the effective date of any additional compensation or change in terms of employment that provides consideration for the covenants; (ii) the Employee acknowledges that the Employee is a \"highly compensated worker\" within the meaning of C.R.S. § 8-2-113(2)(b) and that the Employee’s annualized cash compensation equals or exceeds the threshold amount of one hundred twenty-three thousand seven hundred fifty dollars ($123,750), as adjusted annually by the Colorado Department of Labor and Employment, and the Employee represents that such compensation is [USD amount]; (iii) the non-solicitation provisions of Section 6 are enforceable only if the Employee earns at least sixty percent (60%) of the highly compensated worker threshold; and (iv) the covenants set forth herein are no broader than reasonably necessary to protect the Company’s legitimate interest in protecting Trade Secrets.","fontSize":"14","textAlign":"left","bold":false,"underline":false,"marginBottom":"10","cflou":false,"active":true,"displayConditions":[{"field":"cb969fdc-3b4d-4044-a354-274d1e8c5f0e","value":"Colorado","type":"add","operator":"="}]},{"id":"3118f008-abb2-4a64-9b73-3992a1700f6b","order":78,"text":"Oregon. If the governing law of this Agreement is the law of the State of Oregon, the following shall apply: (i) the Company has notified the Employee in a written employment offer received by the Employee at least two (2) weeks before the first day of the Employee’s employment that this Agreement is required as a condition of employment, or this Agreement is entered into upon a subsequent bona fide advancement of the Employee; (ii) the Employee is engaged in administrative, executive, or professional work and performs predominantly intellectual, managerial, or creative tasks, exercises discretion and independent judgment, and is paid on a salary basis; (iii) the Employee’s gross salary and commissions, calculated on an annual basis, at the time of the Employee’s separation exceed the statutory threshold set forth in ORS 653.295(1)(d), and the Employee represents that such compensation is [USD amount]; (iv) the Restricted Period set forth in Section 5 shall not exceed twelve (12) months from the date of separation; and (v) within thirty (30) days after the date of separation, the Company shall provide the Employee with a signed, written copy of the terms of the noncompetition portion of this Agreement.","fontSize":"14","textAlign":"left","bold":false,"underline":false,"marginBottom":"10","cflou":false,"active":true,"displayConditions":[{"field":"cb969fdc-3b4d-4044-a354-274d1e8c5f0e","value":"Oregon","type":"add","operator":"="},{"field":"f0d9657b-cd37-4196-a8d6-9acc061f11e2","value":"NO","type":"remove","operator":"="}]},{"id":"cb8db16f-9df6-4a65-b354-61e910c6bc2f","order":79,"text":"Rhode Island. If the governing law of this Agreement is the law of the State of Rhode Island, the non-competition provisions of Section 5 shall not be enforceable against the Employee if the Employee is (i) classified as non-exempt under the Fair Labor Standards Act; (ii) an undergraduate or graduate student; (iii) eighteen (18) years of age or younger; or (iv) a \"low-wage employee\" as defined under R.I. Gen. Laws § 28-59-3, having average annual earnings of not more than two hundred fifty percent (250%) of the federal poverty level for individuals, as adjusted, and the Employee represents that the Employee’s annualized earnings are [USD amount].","fontSize":"14","textAlign":"left","bold":false,"underline":false,"marginBottom":"10","cflou":false,"active":true,"displayConditions":[{"field":"cb969fdc-3b4d-4044-a354-274d1e8c5f0e","value":"Rhode Island","type":"add","operator":"="},{"field":"f0d9657b-cd37-4196-a8d6-9acc061f11e2","value":"NO","type":"remove","operator":"="}]},{"id":"cb3a3ff2-e5aa-4f9e-9445-b7d1eab5730c","order":80,"text":"Virginia. If the governing law of this Agreement is the law of the Commonwealth of Virginia, the non-competition provisions of Section 5 shall not be enforceable against the Employee if the Employee is a \"low-wage employee\" within the meaning of Va. Code § 40.1-28.7:8, having average weekly earnings less than the average weekly wage of the Commonwealth as determined under Va. Code § 65.2-500(B). The Employee represents that the Employee’s average weekly earnings exceed the said threshold. The Company shall post a copy of this Agreement, or a summary thereof approved by the Virginia Department of Labor and Industry, in a conspicuous workplace location.","fontSize":"14","textAlign":"left","bold":false,"underline":false,"marginBottom":"10","cflou":false,"active":true,"displayConditions":[{"field":"cb969fdc-3b4d-4044-a354-274d1e8c5f0e","value":"Virginia","type":"add","operator":"="},{"field":"f0d9657b-cd37-4196-a8d6-9acc061f11e2","value":"NO","type":"remove","operator":"="}]},{"id":"fcbd8cde-bbf2-448e-b2d9-7aaec0cf5014","order":81,"text":"Nevada. If the governing law of this Agreement is the law of the State of Nevada, the following shall apply: (i) the restrictive covenants set forth herein shall not preclude the Employee from providing services to any former Customer or client of the Company if (A) the Employee did not solicit the former Customer, (B) the Customer voluntarily chose to leave and seek services from the Employee, and (C) the Employee is otherwise complying with the limitations set forth in this Agreement, in accordance with Nev. Rev. Stat. § 613.195(2); and (ii) the non-competition provisions of Section 5 shall not apply to an employee paid solely on an hourly wage basis, exclusive of any tips or gratuities, in accordance with Nev. Rev. Stat. § 613.195(3).","fontSize":"14","textAlign":"left","bold":false,"underline":false,"marginBottom":"10","cflou":false,"active":true,"displayConditions":[{"field":"cb969fdc-3b4d-4044-a354-274d1e8c5f0e","value":"Nevada","type":"add","operator":"="},{"field":"f0d9657b-cd37-4196-a8d6-9acc061f11e2","value":"NO","type":"remove","operator":"="}]},{"id":"32dc79b9-52a0-4314-b20b-fc715f92a9f8","order":82,"text":"Texas. If the governing law of this Agreement is the law of the State of Texas, the Parties agree that the restrictive covenants set forth herein are ancillary to or part of an otherwise enforceable agreement at the time the agreement is made, and contain limitations as to time, geographical area, and scope of activity to be restrained that are reasonable and do not impose a greater restraint than is necessary to protect the goodwill or other business interest of the Company, in accordance with Tex. Bus. & Com. Code § 15.50. The Company’s promises hereunder, including the provision of Confidential Information and specialized training, give rise to its interest in restraining the Employee from competing, and the restraints set forth herein are designed to enforce the Employee’s consideration or return promises under this Agreement.","fontSize":"14","textAlign":"left","bold":false,"underline":false,"marginBottom":"10","cflou":false,"active":true,"displayConditions":[{"field":"cb969fdc-3b4d-4044-a354-274d1e8c5f0e","value":"Texas","type":"add","operator":"="}]},{"id":"fab9990e-ecb5-4254-a62c-3d05e61651b5","order":83,"text":"Florida. If the governing law of this Agreement is the law of the State of Florida, the Parties agree that the restrictive covenants set forth herein are reasonably necessary to protect the Company’s legitimate business interests, which include (i) Trade Secrets; (ii) valuable confidential business or professional information that otherwise does not qualify as Trade Secrets; (iii) substantial relationships with specific prospective or existing Customers; (iv) Customer, patient, or client goodwill associated with an ongoing business, professional, or commercial practice; and (v) extraordinary or specialized training, all as set forth in Fla. Stat. § 542.335(1)(b). The Parties further agree that, in any action seeking enforcement of the covenants set forth herein, no presumption of unreasonableness arises from the geographic scope, duration, or other terms hereof. In any action between the Parties involving this Agreement, the prevailing party shall be entitled to recover its reasonable attorneys’ fees and costs.","fontSize":"14","textAlign":"left","bold":false,"underline":false,"marginBottom":"10","cflou":false,"active":true,"displayConditions":[{"field":"cb969fdc-3b4d-4044-a354-274d1e8c5f0e","value":"Florida","type":"add","operator":"="}]},{"id":"f27e7d64-b75e-4e79-8679-bd26f6e3e1da","order":84,"text":"New York. If the governing law of this Agreement is the law of the State of New York, the Parties acknowledge that the restrictive covenants set forth herein satisfy the New York three-prong test of reasonableness, namely that the restrictions: (i) are no greater than required for the protection of the Company’s legitimate interest; (ii) do not impose undue hardship on the Employee; and (iii) are not injurious to the public. The Parties further acknowledge their intent that the restrictive covenants be enforced to the maximum extent permitted under prevailing New York law, and that any provision found by a court to be overbroad be partially enforced pursuant to the partial enforcement doctrine recognized under BDO Seidman v. Hirshberg, 93 N.Y.2d 382 (1999).","fontSize":"14","textAlign":"left","bold":false,"underline":false,"marginBottom":"10","cflou":false,"active":true,"displayConditions":[{"field":"cb969fdc-3b4d-4044-a354-274d1e8c5f0e","value":"New York","type":"add","operator":"="}]},{"id":"0948eb20-8973-4f08-a486-1eb98aa73fd2","order":85,"text":"Other States. If the governing law of this Agreement is the law of any State not specifically addressed above, the restrictive covenants set forth herein shall be construed and enforced to the maximum extent permitted by such State’s law, and any provision deemed unreasonable in scope, duration, or geography shall be modified by the court to the extent necessary to render it enforceable, as further set forth in Section 16 (Severability and Blue-Pencil Reformation) below.","fontSize":"14","textAlign":"left","bold":false,"underline":false,"marginBottom":"20","cflou":false,"active":true,"displayConditions":[{"field":"cb969fdc-3b4d-4044-a354-274d1e8c5f0e","value":"Other (any state not listed)","type":"add","operator":"="}]},{"id":"04c2bdda-0d51-4c64-90cb-29fc09a61c71","order":86,"text":"15. REMEDIES","fontSize":"16","textAlign":"left","bold":true,"underline":true,"marginBottom":"10","cflou":false,"active":true,"marginTop":"10"},{"id":"04bd03d9-82a6-445d-a6d8-305f8bcc89ed","order":87,"text":"The Employee acknowledges and agrees that the Company would suffer immediate and irreparable harm if the Employee were to breach or threaten to breach any provision of Sections 4, 5, 6, 7, 8, or 9 of this Agreement, and that monetary damages alone would be inadequate to compensate the Company for such harm. Accordingly, in the event of any actual or threatened breach by the Employee, the Company shall be entitled, in addition to any other available remedies at law or in equity, to seek and obtain temporary, preliminary, and permanent injunctive relief, specific performance, and other equitable remedies, without the necessity of posting any bond or proving actual damages, from any court of competent jurisdiction.","fontSize":"14","textAlign":"left","bold":false,"underline":false,"marginBottom":"10","cflou":false,"active":true},{"id":"4d40280c-7cd9-48ea-8b32-8fbd9ffd5bf9","order":88,"text":"The pursuit by the Company of any one remedy shall not preclude the pursuit of any other remedy. The Company’s rights and remedies set forth herein are cumulative and in addition to any other rights and remedies available to it. The Company shall further be entitled to recover from the Employee all of its reasonable attorneys’ fees, costs, and expenses incurred in successfully enforcing any provision of this Agreement, to the maximum extent permitted by applicable law.","fontSize":"14","textAlign":"left","bold":false,"underline":false,"marginBottom":"10","cflou":false,"active":true},{"id":"3205eb85-148a-4b86-b3be-5d42c595bd11","order":89,"text":"In addition to and not in lieu of injunctive relief, in the event of any breach by the Employee of the restrictive covenants set forth in Sections 5, 6, or 7 of this Agreement, the Employee shall pay to the Company, as liquidated damages and not as a penalty, the sum of [USD amount] per occurrence. The Parties acknowledge that the actual damages resulting from any such breach would be difficult or impossible to ascertain with precision, that the foregoing amount represents a reasonable pre-estimate of the harm likely to result from such breach, and that this provision shall not preclude the Company from seeking any other relief available at law or in equity, including injunctive relief and the recovery of any additional damages exceeding the liquidated amount.","fontSize":"14","textAlign":"left","bold":false,"underline":false,"marginBottom":"20","cflou":false,"active":true,"displayConditions":[{"field":"67c09f83-29a7-4863-8936-f346cca5c48d","value":"NO","type":"remove","operator":"="},{"field":"f0d9657b-cd37-4196-a8d6-9acc061f11e2","value":"NO","type":"remove","operator":"="}]},{"id":"97a70b6c-276f-4f92-a66a-6fe20ac1246d","order":90,"text":"In addition to and not in lieu of injunctive relief, in the event of any breach by the Employee of the restrictive covenants set forth in Sections 6 or 7 of this Agreement, the Employee shall pay to the Company, as liquidated damages and not as a penalty, the sum of [USD amount] per occurrence. The Parties acknowledge that the actual damages resulting from any such breach would be difficult or impossible to ascertain with precision, that the foregoing amount represents a reasonable pre-estimate of the harm likely to result from such breach, and that this provision shall not preclude the Company from seeking any other relief available at law or in equity, including injunctive relief and the recovery of any additional damages exceeding the liquidated amount.","fontSize":"14","textAlign":"left","bold":false,"underline":false,"marginBottom":"20","cflou":false,"active":true,"displayConditions":[{"field":"67c09f83-29a7-4863-8936-f346cca5c48d","value":"NO","type":"remove","operator":"="},{"field":"f0d9657b-cd37-4196-a8d6-9acc061f11e2","value":"YES","type":"remove","operator":"="}]},{"id":"a072163c-2018-4237-bbdc-23c370346112","order":91,"text":"16. SEVERABILITY AND BLUE-PENCIL REFORMATION","fontSize":"16","textAlign":"left","bold":true,"underline":true,"marginBottom":"10","cflou":false,"active":true,"marginTop":"10"},{"id":"3f535603-53e3-4363-a8ce-301b3b2411fa","order":92,"text":"The Parties have attempted to limit the restrictive covenants set forth herein to permit the Employee to pursue the Employee’s livelihood while safeguarding the Company’s legitimate business interests. If any provision of this Agreement, or the application of any such provision to any person or circumstance, is held by a court of competent jurisdiction to be unenforceable, invalid, or unreasonable in scope, duration, geographic reach, or any other respect, then such provision shall be modified, reduced, or reformed by such court to the minimum extent necessary to render it enforceable, valid, and reasonable, and the remainder of this Agreement shall continue in full force and effect. The Parties expressly authorize any such court to engage in blue-pencil reformation to give maximum effect to the Parties’ intent, to the extent permitted by the governing law. Each provision of this Agreement is intended to be severable; the invalidity or unenforceability of any one provision shall not affect the validity or enforceability of any other provision, and all remaining provisions shall continue in full force and effect.","fontSize":"14","textAlign":"left","bold":false,"underline":false,"marginBottom":"20","cflou":false,"active":true},{"id":"13acc424-ed04-4119-b142-5ac8cace3602","order":93,"text":"17. GOVERNING LAW; FORUM; JURY TRIAL WAIVER","fontSize":"16","textAlign":"left","bold":true,"underline":true,"marginBottom":"10","cflou":false,"active":true,"marginTop":"10"},{"id":"e2fab87f-a6c4-4d71-8d3c-c06dd3c2e15e","order":94,"text":"This Agreement, and all matters arising out of or relating to this Agreement (whether sounding in contract, tort, statute, or otherwise), shall be governed by, and construed and enforced in accordance with, the laws of the State of [State], without regard to its conflict-of-laws principles.","fontSize":"14","textAlign":"left","bold":false,"underline":false,"marginBottom":"10","cflou":false,"active":true},{"id":"f39a80b6-c8de-4ed5-a048-7fba25a109e0","order":95,"text":"Any action, suit, or proceeding arising out of or relating to this Agreement shall be brought exclusively in the state or federal courts located in [County, State], and each Party hereby irrevocably submits to the exclusive personal jurisdiction of such courts and waives any objection to venue laid therein, including any objection based on forum non conveniens.","fontSize":"14","textAlign":"left","bold":false,"underline":false,"marginBottom":"10","cflou":false,"active":true},{"id":"96dd65db-6943-4789-a4f2-c5d97c1c23c5","order":96,"text":"EACH PARTY HEREBY KNOWINGLY, VOLUNTARILY, AND INTENTIONALLY WAIVES, TO THE FULLEST EXTENT PERMITTED BY APPLICABLE LAW, ANY AND ALL RIGHTS TO A TRIAL BY JURY IN ANY ACTION, SUIT, OR PROCEEDING ARISING OUT OF OR RELATING TO THIS AGREEMENT OR THE TRANSACTIONS CONTEMPLATED HEREBY. EACH PARTY ACKNOWLEDGES THAT THIS WAIVER IS A MATERIAL INDUCEMENT TO THE OTHER PARTY TO ENTER INTO THIS AGREEMENT.","fontSize":"14","textAlign":"left","bold":false,"underline":false,"marginBottom":"20","cflou":false,"active":true},{"id":"dbc4c27e-f5ac-42f9-91be-95fb7f79bc25","order":97,"text":"18. AT-WILL EMPLOYMENT; SURVIVAL; ASSIGNMENT","fontSize":"16","textAlign":"left","bold":true,"underline":true,"marginBottom":"10","cflou":false,"active":true,"marginTop":"10"},{"id":"95dec4c0-1429-42ec-aa5d-09956213abbd","order":98,"text":"Nothing in this Agreement is intended to alter, or shall be construed as altering, the at-will nature of the Employee’s employment with the Company (where applicable). The Company and the Employee each retain the right to terminate the employment relationship at any time, with or without cause, and with or without notice, subject to the terms of any separate written employment agreement between the Parties.","fontSize":"14","textAlign":"left","bold":false,"underline":false,"marginBottom":"10","cflou":false,"active":true},{"id":"a43648b5-1df7-45ce-bea3-518abcad4442","order":99,"text":"The covenants and obligations of the Employee set forth in Sections 4, 5, 6, 7, 8, 9, 10, 11, 12, and 15 of this Agreement shall survive the termination of the Employee’s employment with the Company for any reason (whether voluntary or involuntary, with or without cause, including termination by mutual agreement) and shall remain in full force and effect in accordance with their terms.","fontSize":"14","textAlign":"left","bold":false,"underline":false,"marginBottom":"10","cflou":false,"active":true},{"id":"90338a45-13cc-4667-9f83-64f6cb648e2f","order":100,"text":"This Agreement shall inure to the benefit of, and may be enforced by, the Company and its Affiliates, and any of their respective successors and assigns (including any purchaser of all or substantially all of the assets, equity, or business of the Company, whether by sale, merger, consolidation, or otherwise). The Employee hereby consents to the assignment of this Agreement by the Company to any such successor or assign without further consent or notice. The Employee may not assign or delegate any of the Employee’s rights or obligations under this Agreement without the prior written consent of the Company, and any purported assignment or delegation in violation hereof shall be void and of no effect.","fontSize":"14","textAlign":"left","bold":false,"underline":false,"marginBottom":"20","cflou":false,"active":true},{"id":"7e79dbba-ead7-48ae-8e05-3584ef83982a","order":101,"text":"19. MISCELLANEOUS","fontSize":"16","textAlign":"left","bold":true,"underline":true,"marginBottom":"10","cflou":false,"active":true,"marginTop":"10"},{"id":"1a9d5945-6075-439f-adce-fb0f999e2aa3","order":102,"text":"Entire Agreement. This Agreement constitutes the entire agreement of the Parties with respect to its subject matter and supersedes all prior and contemporaneous understandings, agreements, or representations, whether written or oral, relating to the same subject matter. Any prior restrictive covenants between the Parties are superseded by this Agreement to the extent of any conflict, but this Agreement shall not be deemed to release the Employee from any prior continuing obligations of confidentiality or non-disclosure.","fontSize":"14","textAlign":"left","bold":false,"underline":false,"marginBottom":"10","cflou":false,"active":true},{"id":"c3de1667-d887-4035-821a-dfe1ef13ed2b","order":103,"text":"Amendment. No amendment or modification of this Agreement shall be effective unless in writing and signed by both Parties.","fontSize":"14","textAlign":"left","bold":false,"underline":false,"marginBottom":"10","cflou":false,"active":true},{"id":"4f7b5706-4421-4e8f-8ed3-2645f8cf664b","order":104,"text":"Waiver. The failure of either Party to enforce any provision of this Agreement on any occasion shall not be deemed a waiver of such provision, or of any other provision, on any other occasion. No waiver shall be effective unless in writing and signed by the Party against whom the waiver is sought to be enforced.","fontSize":"14","textAlign":"left","bold":false,"underline":false,"marginBottom":"10","cflou":false,"active":true},{"id":"3e5754c5-af41-44e1-b8d0-7a45169e058b","order":105,"text":"Construction. This Agreement is the product of arm’s-length negotiation between the Parties, each having had the opportunity to consult with counsel. Accordingly, no rule of construction shall apply against either Party as the drafter. Headings are for convenience only and shall not affect the construction or interpretation of this Agreement. Words denoting the singular include the plural and vice versa, and words denoting any gender include all genders.","fontSize":"14","textAlign":"left","bold":false,"underline":false,"marginBottom":"10","cflou":false,"active":true},{"id":"4ba5c49d-03ed-49ae-82bd-90f4898cffde","order":106,"text":"Notices. All notices, requests, consents, claims, demands, waivers, and other communications hereunder shall be in writing and shall be deemed to have been duly given (i) when delivered by hand (with written confirmation of receipt); (ii) when received by the addressee if sent by a nationally recognized overnight courier (with receipt requested); (iii) on the date sent by email if sent during the addressee’s normal business hours (with confirmation of receipt and no bounce-back), or on the next business day if sent outside of normal business hours; or (iv) on the third (3rd) day after the date mailed by certified or registered mail, postage prepaid, return receipt requested. Notices shall be sent to the addresses set forth on the first page of this Agreement (in the case of the Company, to the attention of its General Counsel or, if none, its Chief Executive Officer), or to such other addresses as a Party may designate by notice given in accordance with this paragraph.","fontSize":"14","textAlign":"left","bold":false,"underline":false,"marginBottom":"10","cflou":false,"active":true},{"id":"9b27d22d-1e5c-42a0-a466-f49168dbe2eb","order":107,"text":"Counterparts; Electronic Signatures. This Agreement may be executed in any number of counterparts, each of which shall be deemed an original and all of which together shall constitute one and the same instrument. Signatures delivered by facsimile, electronic mail (in PDF or comparable format), or any electronic signature platform (including DocuSign, Adobe Sign, or any similar service that complies with the federal Electronic Signatures in Global and National Commerce Act (E-SIGN) and the Uniform Electronic Transactions Act (UETA)) shall be deemed to have the same legal effect as original signatures.","fontSize":"14","textAlign":"left","bold":false,"underline":false,"marginBottom":"10","cflou":false,"active":true},{"id":"101f7f65-013c-4d6d-99a7-dbdb9458f2c4","order":108,"text":"Further Assurances. Each Party shall execute and deliver such further documents and instruments, and take such further actions, as may be reasonably requested by the other Party to give full effect to the terms of this Agreement.","fontSize":"14","textAlign":"left","bold":false,"underline":false,"marginBottom":"10","cflou":false,"active":true},{"id":"4ecd1a9c-48fe-463c-8ed5-e7513f31f610","order":109,"text":"Third-Party Beneficiaries. The Affiliates of the Company are intended third-party beneficiaries of this Agreement and shall have the right to enforce its provisions as if they were a party hereto. Except as set forth in the preceding sentence, this Agreement does not, and is not intended to, confer any rights or remedies upon any person or entity other than the Parties hereto.","fontSize":"14","textAlign":"left","bold":false,"underline":false,"marginBottom":"10","cflou":false,"active":true},{"id":"18933d7d-6c38-4a06-b041-6ad5bbfae086","order":110,"text":"Acknowledgment of Review. The Employee acknowledges that the Employee has had a reasonable opportunity to read this Agreement in its entirety, to ask questions, and to consult with legal counsel of the Employee’s own choosing prior to signing. The Employee further acknowledges that the Employee fully understands the terms of this Agreement and is signing it knowingly, voluntarily, and free from duress or coercion.","fontSize":"14","textAlign":"left","bold":false,"underline":false,"marginBottom":"30","cflou":false,"active":true},{"id":"bf919c70-1de2-421b-8c04-7e2d73748628","order":111,"text":"IN WITNESS WHEREOF, the Parties have executed this Non-Competition and Non-Solicitation Agreement as of the Effective Date first written above, in [City, State].","fontSize":"14","textAlign":"left","bold":false,"underline":false,"marginBottom":"30","cflou":false,"active":true,"marginTop":"20"},{"id":"874485a2-1612-4829-aba5-4bced169ab32","order":112,"text":"THE COMPANY:","fontSize":"14","textAlign":"left","bold":false,"underline":false,"marginBottom":"10","cflou":false,"active":true},{"id":"6b918992-9d30-44a1-ad79-f9b12b19c4f1","order":113,"text":"[Employer Legal Name]","fontSize":"14","textAlign":"left","bold":true,"underline":false,"marginBottom":"10","cflou":false,"active":true},{"id":"d9221e0c-0f1a-4865-a713-deee19f8cf28","order":114,"text":"By: _________________________________________","fontSize":"14","textAlign":"left","bold":false,"underline":false,"marginBottom":"10","cflou":false,"active":true},{"id":"75341a46-4251-409f-884b-c2c2a9798142","order":115,"text":"Name: [Authorized Signatory Name]","fontSize":"14","textAlign":"left","bold":false,"underline":false,"marginBottom":"5","cflou":false,"active":true},{"id":"54bbba6e-a0fb-4fce-8807-ec84e158c825","order":116,"text":"Title: [Title]","fontSize":"14","textAlign":"left","bold":false,"underline":false,"marginBottom":"5","cflou":false,"active":true},{"id":"e1cd1589-4d7b-472a-81cf-fe8dcdbb05e2","order":117,"text":"Date: [Date]","fontSize":"14","textAlign":"left","bold":false,"underline":false,"marginBottom":"30","cflou":false,"active":true},{"id":"869d19cf-fd41-41bd-9352-e9ca3e84f3e8","order":118,"text":"THE EMPLOYEE:","fontSize":"14","textAlign":"left","bold":false,"underline":false,"marginBottom":"10","cflou":false,"active":true},{"id":"673c8597-6c5b-47fd-b248-0dc7bd363d9f","order":119,"text":"_____________________________________________","fontSize":"14","textAlign":"left","bold":false,"underline":false,"marginBottom":"10","cflou":false,"active":true},{"id":"13a0251c-5541-4cb6-9e70-e3e9aaf995b5","order":120,"text":"[Employee Full Legal Name]","fontSize":"14","textAlign":"left","bold":true,"underline":false,"marginBottom":"5","cflou":false,"active":true},{"id":"89546340-f850-42c8-b8af-fcd7f0e3ac3a","order":121,"text":"Date: [Date]","fontSize":"14","textAlign":"left","bold":false,"underline":false,"marginBottom":"20","cflou":false,"active":true},{"id":"6308a8a7-3a54-4e4c-b6e6-70824d82b53d","order":122,"text":"I, the Employee, ACKNOWLEDGE that I have read this entire Agreement, that I understand each of its provisions, that I have had the opportunity to consult with legal counsel of my own choosing, that I am signing this Agreement knowingly and voluntarily, and that I have received a fully executed copy for my records.","fontSize":"12","textAlign":"left","bold":false,"underline":false,"marginBottom":"10","cflou":false,"active":true},{"id":"550a939a-f70a-4f33-8869-cf00b69bffc7","order":123,"text":"Employee Initials: __________ Date: [Date]","fontSize":"12","textAlign":"left","bold":false,"underline":false,"marginBottom":"10","cflou":false,"active":true}]