Run: Non-Solicitation and Non-Disclosure Policy

The purpose of this policy is to protect the Company’s legitimate business interests, including confidential information, trade secrets, customer relationships, and employee relationships, while preserving employee rights under applicable law. This policy is intended to be applied in a manner consistent with the **NLRA Section 7**, the **FLSA**, the **EEOC** laws, and any applicable state restrictive covenant statutes.

This policy applies to all employees, officers, managers, supervisors, contractors, interns, and temporary workers who receive access to Company information or relationships. It applies during employment and, where expressly stated, after employment ends. **California employees:** any non-solicitation or post-employment restriction must be reviewed for compliance with California law, including **Business and Professions Code § 16600** and related authorities. **New York employees:** any whistleblower-related reporting rights remain protected under **NY Labor Law § 740**. **All jurisdictions:** nothing in this policy may be interpreted to interfere with rights protected by law.

For purposes of this policy: - **Confidential Information** includes non-public financial, operational, technical, customer, vendor, pricing, marketing, security, and personnel information. - **Non-Solicitation** means targeted efforts to divert customers, vendors, or employees away from the Company. - **Protected Activity** includes discussions or actions protected by the NLRA, wage discussions, reporting unlawful conduct, requesting leave, or seeking a reasonable accommodation. - **Reasonable Accommodation** and **interactive process** have the meanings provided under the ADA and applicable state law.

Employees must protect Company Confidential Information and may not use or disclose it except for legitimate business purposes and as authorized by the Company. Employees must not remove, copy, transmit, photograph, upload, or store Confidential Information outside approved systems unless required for job duties and approved by the Company. Employees may not solicit Company customers, prospective customers, vendors, or employees for a competing business or for personal gain using Company information, except where such restrictions are prohibited by law or would interfere with protected employee rights. This policy does not prohibit lawful, protected communications about wages, hours, working conditions, union activity, safety concerns, discrimination, harassment, or other rights protected by law.

1. **Before access is granted:** Managers must limit access to Confidential Information on a need-to-know basis and ensure employees receive policy training and acknowledgement. 2. **During employment:** Employees must use approved systems, follow data handling rules, and immediately report suspected unauthorized disclosure, loss, or misuse to HR or the Compliance Officer. 3. **Before separation:** Employees must return laptops, badges, documents, storage devices, keys, and all Company property; delete Company data from personal devices as directed; and certify return of materials if requested. 4. **After separation:** Former employees may not retain or use Confidential Information and must not solicit customers or employees where enforceable by law and where a valid post-employment restriction exists. 5. **Escalation:** HR and Legal will review suspected violations, preserve evidence, and determine whether a documented warning, access restriction, PIP, or other corrective action is appropriate.

**Employees:** protect Confidential Information, comply with access restrictions, and report concerns promptly. **Managers:** ensure team members understand the policy, limit unnecessary access, and escalate suspected violations. **HR:** maintain acknowledgements, coordinate training, and support separation procedures. **Legal / Compliance:** review restrictive covenant language, jurisdiction-specific carve-outs, and any proposed enforcement action. **IT / Security:** implement access controls, logging, device return, and data preservation measures.

**Protected rights:** Nothing in this policy prohibits employees from engaging in protected concerted activity under the **NLRA**, discussing wages or working conditions, reporting concerns to government agencies, participating in investigations, or exercising rights under the **FLSA**, **EEOC** laws, **FMLA**, **ADA**, or applicable whistleblower laws. **California employees:** post-employment non-solicitation and similar restrictive covenants may be unenforceable; any enforcement must be reviewed under California law. **Massachusetts, Washington, and other states with restrictive covenant laws:** enforceability, notice, consideration, and duration requirements may apply and must be reviewed before use. **Personal devices and personal accounts:** limited review or deletion steps may be required only to the extent permitted by law and Company policy, with privacy and data-protection obligations considered.

Violations of this policy may result in corrective action up to and including termination of employment, subject to applicable law and any required investigation. The Company may also seek injunctive relief, return of property, or other lawful remedies for misuse of Confidential Information. Discipline decisions must be based on documented facts, applied consistently, and must not retaliate against protected activity or protected leave requests.

This policy will be reviewed at least annually and whenever there are material changes in law, business operations, data handling practices, or jurisdiction-specific restrictive covenant requirements. Revisions must be approved by HR, Legal, and executive leadership before publication.