Covenant Agreement: Definition & Sample

A covenant agreement is akin to a contractual agreement between parties. It often outlines terms and conditions where a party will perform a certain action or refrain from performing a certain action. Covenants are legally binding and enforceable. A covenant can also refer to a similar agreement in a bond and will determine whether a party will or won't take a particular action.

Sometimes a covenant guides an employee's action to retain trade secrets and acts like a confidentiality agreement. This is known as a restrictive covenant. A covenant agreement of this kind will outline the type of confidential information an employee will interact with and sometimes includes non-compete or non-solicitation clauses to protect the confidential information further.

Common Sections in Covenant Agreements

Below is a list of common sections included in Covenant Agreements. These sections are linked to the below sample agreement for you to explore.

Covenant Agreement Sample

RESTRICTIVE COVENANT AGREEMENT

THIS RESTRICTIVE COVENANT AGREEMENT (this “Agreement”) is entered into by and between DESTINATION MATERNITY CORPORATION, a Delaware corporation (the “Company”) and the undersigned individual (the “Employee”).

WHEREAS, in the course of his or her employment (or continued employment) with the Company, the Employee will be provided with access to the Company’s trade secrets and confidential information; and

WHEREAS, in an effort to protect the Company’s trade secrets and confidential information, amongst other reasons, the Company and the Employee desire to set forth in writing certain terms and conditions of their employment relationship including, but not limited to, restrictions imposed upon the Employee pertaining to use by the Employee of such information.

NOW, THEREFORE, intending to be legally bound hereby, the parties hereto agree as follows:

The Employee assigns to Company any rights he or she may have in any Confidential Information. The Employee shall not disclose any Confidential Information to any third-party or use any Confidential Information for any purposes other than as authorized by the Company.

The Employee agrees not to disclose to Company or use for its benefit any confidential information that he or she may possess from any prior employers or other sources.

SURRENDER OF MATERIALS: The Employee hereby agrees to deliver to the Company promptly upon request or on the date of termination of the Employee’s employment, all documents, copies thereof and other materials in the Employee’s possession pertaining to the business of the Company and its customers, including, but not limited to, Confidential Information (and each and every copy, disk, abstract, summary or reproduction of the same made by or for the Employee or acquired by the

Employee). The Employee will be responsible for the value of all Company or customer property that is not timely returned. The Employee authorizes the Company to deduct the fair market value of such property from any monies owed to him or her.

(i) on the Employee’s behalf, or on behalf of any other person or entity, perform any act with respect to the design, manufacture, sale, attempted sale or promotion of the sale of any Conflicting Product.

(ii) own, manage, operate, finance, join, control, or participate in the ownership, management, operation, financing or control of, or be connected as an officer, director, employee, partner, principal, agent, representative, or consultant, or use or permit the Employee’s name to be used in connection with: (a) any entity offering for sale or contemplating offering for sale any Conflicting Product, (b) any Competing Business, or (c) any entity which would require by necessity use of Confidential Information.

The term “Conflicting Product” shall mean any product, process or service which is the same as, similar to, or in any manner competitive with any Company product (which includes third-party products that are distributed by Company), process, or service. Conflicting Product includes, but is not limited to maternity and nursing apparel and related accessories.

The term “Competing Business” shall mean any business or enterprise engaged in the design, manufacture or sale of any maternity or nursing apparel or related accessories, or in any other business engaged in by the Company at the time of Employee’s termination of employment from the Company within: (x) a state or commonwealth of the United States or the District of Columbia, or (y) any foreign country, in which the Company has engaged in any such business within the prior year or has undertaken preparations to engage.

During the period of Employee’s service with the Company and its affiliates, and for the twenty-four (24) month period following immediately thereafter, the Employee will not induce, attempt to induce (or in any way assist any other person in inducing or attempting to induce) any employee, consultant, supplier, licensor, licensee, contractor, agent, strategic partner, distributor or other person to terminate or modify any agreement, arrangement, relationship or course of dealing with the Company.

Further, during such period Employee will not directly or indirectly, on Employee’s own behalf or on behalf of any other person or entity, employ or solicit for employment any current or former Company employee or agent.

GOVERNING LAW AND RELATED MATTERS: This Agreement shall be governed by and construed and enforced in accordance with the laws of the Commonwealth of Pennsylvania. The Employee agrees that in the event of any violation of this Agreement, or any other matter arising out of or relating to this Agreement, an action may be removed to or commenced by the Company in any federal or state court of competent jurisdiction in the Commonwealth of Pennsylvania. The Employee hereby waives, to the fullest extent permitted by law, any objection that he or she may now or hereafter have to such jurisdiction or to the laying of the venue of any such suit, action or proceeding brought in such a court and any claim that such suit, action or proceeding has been brought in an inconvenient forum. The Employee agrees that effective service of process may be made upon Employee by mail to any address Employee has provided to Company. In the event the Company files suit against the Employee for any reason, or in the event the Company is otherwise involved in litigation concerning this Agreement or

the employment relationship between the parties, and a court of competent jurisdiction finds in favor of the Company on any such matter, the Employee shall reimburse the Company its reasonable costs and attorney’s fees incurred in connection with such suit.

The various parts of this Agreement are intended to be severable. Should any part be rendered or declared invalid be reason of any legislation or by a decree of a court of competent jurisdiction, such part shall be deemed modified to the extent required by such legislation or decree and the invalidation or modification of such part shall not invalidate or modify the remaining parts hereof. Without limiting the generality of the foregoing, if the scope of any covenant contained in this Agreement is too broad to permit enforcement to its full extent, such covenant shall be enforced to the maximum extent permitted by law. The Employee agrees that such scope may be judicially modified accordingly.

IN WITNESS WHEREOF, the parties have each executed this instrument on the day and year written below, respectively.

/s/ Edward M. Krell

/s/ Ronald J. Masciantonio

Chief Executive Officer

Ronald J. Masciantonio

Reference:
Security Exchange Commission - Edgar Database, EX-10.6 7 dex106.htm RESTRICTIVE COVENANT AGREEMENT, Viewed October 13, 2021, View Source on SEC.

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Diamond R.

Diamond R.

July 29, 2023 My name is Diamond Simpson Roberts, ESQ, MSPH and I am convinced that I can be a value added asset to most any company. As the first in my family to graduate a four-year university, I graduated from Wayne State University Law School in 2000 but could not afford a bar prep course upon completion. After over 20 years, I sat for the July 2022 UBE, successfully passed and am currently licensed in three states! This is an example of my self-motivation, internal drive and passion. I offer over 28 years of diverse experience in healthcare, strategy, sales/marketing, legal/policy and business savvy. I have many years building, leveraging, and sustaining long term relations to drive revenue as an entrepreneur and for corporations. My analytical strengths provide me with an innate ability to think through tough situations/topics while viewing both vantage points (which is excellent for law and life). I have been appointed to serve on numerous committees due to my heightened ability to identify client issues and priorities and provide solutions based upon relevant products, services and needs. I have led teams with and without authority; specifically, I have managed teams for an Adult Foster Care Facility called Etonne Cares, during my post-graduate fellowship with the largest Catholic Healthcare System in the U.S. and during my two-year executive order appointment with the Federal Government (Presidential Management Fellowship). Most importantly, I am a collaborative team player who knows how to improvise, overcome and adapt! I offer numerous years of being a pharmaceutical trainer and being an adjunct using the online platform. I welcome the opportunity to continue in the interview so that I may further highlight the skills I can (and will) contribute to my success in the role. Respectfully, Diamond Simpson Roberts, ESQ, MSPH DQSSIMPSON@GMAIL.COM M: 313-942-6747

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Benjamin M.

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Joeie S.

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Attorney Skelly is a midwestern transplant from Iowa. She has been in Florida for the past 11 years. She went to undergrad at Buena Vista University, which is a small liberal arts college in Storm Lake, Iowa. After graduating with her Bachelor's degree in criminal justice, she went on to obtain her Master's degree in criminal justice from Kaplan university, which is now Purdue Global. While attending school full time for her Master’s degree, Attorney Skelly worked full time in social services helping children and their families who were involved in the dependency system. Attorney Skelly has a professional background in child welfare and social services having worked for 18 years in the field. Attorney Skelly always had a lifelong dream of becoming a lawyer and decided to fulfill her goal in May of 2019 by starting law school at Western Michigan University Thomas M. Cooley Law School at their Riverview campus. She did their accelerated program and completed law school in just over two years and graduated magna cum laude with honors. Attorney Skelly also received certificate of merit awards, which means attaining the highest grade in the class in secured transactions, research and writing, and family violence practice. While in law school Attorney Skelly was a teaching assistant to two tenured professors as well as a note taker for those students who had accommodations. She was also awarded the Alumni Association’s Distinguished Student Award. In her legal career, Attorney Skelly started out at the State Attorney’s Office in Fort Myers, FL. She helped prosecute several cases and personally worked as second chair on 9 jury trials and one bench trial. Once Attorney Skelly passed the bar, she worked for a family law firm under a board certified marital and family law practitioner where she gained tremendous knowledge in the area of family law which includes divorce, paternity, child custody/parenting plans, alimony and child support as well as domestic relations issues such as domestic violence injunctions. Attorney Skelly is also certified as a Guardian ad Litem and can serve as a Guardian ad Litem in family court cases. Attorney Skelly is a proud member of the Florida Bar, the Lee County Bar Association, and the American Bar Association.