# SENIOR EMPLOYEE RESTRICTIVE COVENANT AGREEMENT
## Date, parties and background
Date: 17 July 2029
This agreement is between Northstar Clinical Software Limited, company number 10192844, registered office at 90 Kingsway, London WC2B 6AA (Employer), and Dr Amelia Rose Whitaker of 41 Elm Park, Cambridge CB1 7QF (Employee).
The Employee has been employed as Commercial Director since 1 September 2024 under an employment agreement dated 20 August 2024. Her base salary on the date of this agreement is £96,000 per year, paid monthly at £8,000 before lawful deductions. She has access to source-code roadmaps, pricing, customer contracts, pipeline data, clinical implementation methods and confidential business plans. The Employer wishes to protect legitimate business interests, not to prevent the Employee earning a living.
This is an illustrative agreement under the law of England and Wales. A restrictive covenant is enforceable only so far as reasonably necessary to protect a legitimate interest and otherwise may be void as a restraint of trade. The parties should obtain independent employment advice. Nothing removes statutory employment rights, whistleblowing protection, the right to report crime or a legal obligation to disclose information.
## 1. Definitions
Restricted Business means the design, licensing or implementation of clinical workflow software for NHS trusts and private hospital groups that competes directly with a Northstar product on which the Employee worked materially during the twelve months before termination.
Restricted Customer means a customer or prospective customer with whom the Employee had material dealings, responsibility or confidential information during the twelve months before the Termination Date. Restricted Employee means an employee, officer or contractor of the Employer with whom the Employee worked closely during that period and whose departure could materially harm the Employer.
Termination Date means the date employment ends, whether by resignation, dismissal or agreement. Restricted Area means England, Scotland and Wales. It is limited to places where the Employer actively marketed the relevant product during the twelve months before termination. Business Day means a day other than a Saturday, Sunday or bank holiday in England and Wales on which banks in London are open.
## 2. Consideration and acknowledgement
The Employee enters this agreement in consideration of continued employment, access to confidential information and the Employer's promises in this agreement. The Employee acknowledges that those interests are valuable and that the restrictions are intended to be no wider than necessary. The Employer will pay salary and contractual benefits normally during employment, including any lawful garden leave. No separate payment is promised for the restrictions after termination unless the Employer chooses to make one in writing.
The parties record that the Employee has received an opportunity to take independent legal advice and has been told that the Employer is not guaranteeing that a court will enforce every restriction. If a restriction is unenforceable, the remaining restrictions operate independently to the extent lawful.
## 3. Confidentiality during and after employment
The Employee must keep confidential and must not use except for the Employer's business any trade secret or confidential information concerning the Employer, its group, clients, suppliers or products. This includes source code, architecture, security credentials, product roadmaps, pricing, margins, forecasts, tender responses, customer lists, clinical implementation plans, personal data and employee information. The duty does not cover information that becomes public without breach, is lawfully received without restriction, is independently developed, or must be disclosed by law or a regulator.
The duty continues after termination for five years for ordinary confidential information and for as long as information remains a trade secret for trade secrets. The Employee may make a protected disclosure, report a crime, cooperate with a regulator or obtain legal advice. On request or termination, she must return Employer property and securely delete copies, subject to lawful professional or regulatory retention.
## 4. Non-compete
For nine months after the Termination Date, the Employee must not, within the Restricted Area, be employed, engaged, interested or concerned in a senior commercial, product or business-development role for a business that competes directly with the Restricted Business, where the proposed role would materially involve the same NHS or private-hospital workflow products or confidential information. This restriction does not prohibit work for a business whose competing division is ring-fenced and in which the Employee has no involvement, or holding up to 3 per cent of shares in a company listed on a recognised investment exchange.
The Employee may work in general healthcare technology, medical research, general sales training or a role outside the Restricted Business, provided she does not use or disclose confidential information. The restriction is intended to protect Northstar's customer connections, confidential information and workforce stability; it is not intended to suppress ordinary competition or prevent the Employee using her general skill and experience.
## 5. Customer and prospective-customer non-solicitation
For nine months after the Termination Date, the Employee must not, directly or indirectly, solicit or entice away a Restricted Customer for a competing Restricted Business, or seek to divert a live procurement opportunity about which she had material confidential information. This does not prohibit responding to a general advertisement, dealing with a customer that approaches her without targeted solicitation, or working for a new employer whose ordinary business contact is not directed by her.
For clarity, a customer is not restricted merely because its name appears in a public directory. The restriction applies only to a customer or genuine prospective customer with whom the Employee had material dealings or confidential information during the twelve-month look-back period.
## 6. Staff non-solicitation and non-dealing
For nine months after the Termination Date, the Employee must not directly solicit a Restricted Employee to leave the Employer for a competing business, or knowingly assist another person to do so. She must not employ a Restricted Employee whom she targeted in breach of this clause. This does not prevent a person responding to a general recruitment advertisement or accepting work after an unsolicited approach, provided the Employee did not encourage the approach.
## 7. Garden leave and suspension of duties
The Employer may place the Employee on garden leave during any notice period of up to six months. During garden leave the Employee remains employed and entitled to base salary and contractual benefits, subject to lawful deductions, but must not work for another person, contact customers on the Employer's behalf, or access systems except as directed. The Employer may require her to remain available, provide a handover and take accrued holiday where lawful.
Any period of garden leave does not automatically extend the nine-month restrictions. The Employer may, however, agree in writing that a period of garden leave satisfies part of a restriction or may release the Employee from a restriction. The Employee must provide truthful details of a proposed new role if reasonably requested so the Employer can assess its legitimate interests.
## 8. Intellectual property and records
All documents, inventions, works, software, designs, reports, customer materials and other intellectual property created by the Employee in the course of employment or using Employer resources belong to the Employer to the extent permitted by law. The Employee assigns future rights where necessary, waives moral rights to the extent lawful, and will sign reasonable documents. She must not retain Employer records, credentials, devices or copies after termination.
## 9. Reasonableness, severance and notice
Each restriction is separate. If a court finds part too wide, the parties request that it be enforced to the maximum lawful extent only where the court may properly sever wording without rewriting the bargain. The Employer may waive any restriction by written notice. A waiver of one breach is not a waiver of another. The Employee must give at least five Business Days' notice of a material change in proposed employment during the restricted period if the Employer reasonably requests clarification.
The Employer may seek an injunction, delivery-up order, specific performance, damages or any other remedy available at law or equity for threatened or actual breach. The Employee must not assume that damages alone will be an adequate remedy. Nothing in this agreement authorises the Employer to withhold accrued wages, statutory holiday pay or other sums that cannot lawfully be withheld.
## 10. Data protection and monitoring
The Employer may process the Employee's personal data to administer employment, protect confidential information, investigate compliance and enforce lawful rights, in accordance with its employee privacy notice and UK data-protection law. Monitoring must be proportionate, transparent and lawful. The Employee must handle personal data only as authorised and report a suspected breach promptly.
## 11. Termination and governing law
This agreement takes effect on 17 July 2029 and forms part of the Employee's employment terms. It replaces earlier restrictive-covenant wording only to the extent of inconsistency. The employment agreement otherwise continues. The agreement is governed by the law of England and Wales and the courts of England and Wales have exclusive jurisdiction, subject to any mandatory employment tribunal jurisdiction and the Employee's statutory rights.
## 12. Signatures
Signed for Northstar Clinical Software Limited by Daniel Hugh Mercer, Chief Executive Officer:
Signature: __________________________
Date: 17 July 2029
Witness signature: __________________________
Witness name: Priyanka Anika Shah
Witness address: 16 Willow Crescent, London N4 2LD
Witness occupation: Solicitor
Signed by Dr Amelia Rose Whitaker:
Signature: __________________________
Date: 17 July 2029
Witness signature: __________________________
Witness name: Oliver James Fenwick
Witness address: 8 Orchard Close, Cambridge CB4 1NU
Witness occupation: Chartered accountant