1.1 This policy governs the use, scope, enforceability, and administration of non-compete agreements and restrictive covenants entered into between the Organization and its employees, contractors, and consultants. Non-compete agreements are designed to protect the Organization's legitimate business interests, including but not limited to trade secrets and proprietary information, established client and customer relationships, specialised training and professional development investments, competitive market position and strategic business plans, and confidential pricing, financial, and operational data. This policy ensures that non-compete agreements are applied judiciously, drafted with reasonable restrictions that are proportionate to the interest being protected, and compliant with the laws of each jurisdiction in which the Organization operates. The Organization recognises that non-compete agreements must balance the protection of business interests against the employee's right to earn a livelihood and shall apply these agreements only where a demonstrable business justification exists.

1.2 Non-compete agreements shall be required for employees in roles that have been designated by the Organization as involving significant exposure to trade secrets, proprietary methodologies, strategic client or customer relationships, or senior leadership decision-making that confers a material competitive advantage. The HR department, in consultation with department heads and Legal Counsel, shall maintain and annually review a schedule of roles subject to mandatory non-compete agreements. This schedule shall include, but not be limited to, all senior leadership and executive positions, roles in research, development, and product innovation, client-facing roles with material revenue responsibility, roles with access to strategic pricing, financial modelling, or M&A information, and any other roles designated by the Chief Executive Officer as critical to competitive positioning. Employees in roles not on the designated schedule shall not be required to sign a non-compete agreement unless the nature of their role changes materially, in which case the requirement shall be communicated and formalised through a contract amendment.

2.1 The duration of non-compete restrictions imposed under this policy shall not exceed 12 months following the effective date of the employee's separation from the Organization, unless applicable law in the relevant jurisdiction mandates a shorter maximum period, in which case the statutory limit shall prevail. The specific duration applied to each employee shall be proportionate to the employee's level of seniority, the nature and sensitivity of the information to which they had access, and the competitive risk their departure poses. As a general guideline, individual contributors with limited strategic access shall be subject to restrictions of no more than 6 months, managerial and senior technical roles shall be subject to restrictions of up to 9 months, and director-level positions and above shall be subject to restrictions of up to 12 months. The HR department and Legal Counsel shall determine the appropriate duration at the time the agreement is drafted and shall document the rationale for the chosen period.

2.2 The geographic scope of non-compete restrictions shall be narrowly tailored to protect the Organization's legitimate business interests without imposing unreasonable limitations on the employee's ability to find alternative employment. Restrictions shall be limited to the specific markets, territories, regions, or jurisdictions in which the employee was actively engaged in business activities, client management, or competitive operations on behalf of the Organization during the 24-month period immediately preceding their separation. For roles that are inherently national or global in scope, such as senior executive positions or roles in digital product development where geographic boundaries are less relevant, the agreement may specify industry-specific restrictions in lieu of geographic limitations, subject to Legal Counsel's assessment of enforceability. The Organization shall avoid imposing blanket global restrictions that bear no reasonable relationship to the employee's actual scope of activities, as such overly broad restrictions are likely to be struck down or narrowed by courts in most jurisdictions.

2.3 Each non-compete agreement shall clearly and specifically define the activities from which the employee is restricted during the non-compete period. Prohibited activities shall be limited to employment, consulting, advisory, or ownership roles with businesses that are in direct competition with the Organization in the specific product lines, service categories, or market segments in which the employee was materially involved. The agreement shall identify the relevant competitors, industry verticals, or competitive activities by name or by objective description where possible, rather than relying on vague or overbroad language. Restrictions shall not extend to industries, product categories, or functional areas that are unrelated to the employee's role or the Organization's competitive operations. The employee shall not be restricted from accepting roles in non-competitive functions, such as a sales executive moving to a finance role in a competing firm, unless the Organization can demonstrate a specific risk of competitive harm. Legal Counsel shall review all activity restrictions for reasonableness and enforceability before the agreement is presented to the employee.

3.1 To ensure the legal enforceability of non-compete agreements, each agreement must be supported by adequate consideration as defined by the applicable jurisdiction's contract law. For new employees, the offer of employment and the associated compensation package shall constitute sufficient consideration, provided the non-compete agreement is presented and executed as part of the initial hiring process before or on the date of commencement. For existing employees who are asked to sign a non-compete agreement for the first time, or to agree to materially expanded restrictions, additional and independent consideration shall be required. Acceptable forms of additional consideration include a promotion to a higher grade or role, a salary increase of at least 5% of the employee's current base salary, a one-time bonus or retention payment, a grant of equity, stock options, or restricted stock units, or access to proprietary training or development programs of material value. The specific consideration provided shall be documented in the non-compete agreement or an accompanying letter, and the HR department shall retain evidence of the consideration in the employee's personnel file.

3.2 In jurisdictions where applicable law requires the Organization to compensate the employee during the non-compete restriction period as a condition of enforceability, the Organization shall provide compensation in the form and amount prescribed by statute, which may include continued payment of a percentage of the employee's base salary, typically ranging from 25% to 100% depending on the jurisdiction, for the duration of the restriction. Even in jurisdictions where post-employment compensation is not a statutory requirement, the Organization may elect to provide garden leave compensation, a monthly stipend, or a lump-sum payment during the non-compete period where Legal Counsel advises that such compensation would materially strengthen the enforceability of the agreement. The terms and amount of any post-employment compensation shall be specified in the non-compete agreement and shall be contingent on the employee's full compliance with all restriction terms. The Organization reserves the right to waive the non-compete restriction in writing at any time, in which case the obligation to pay post-employment compensation shall cease from the date of waiver.

4.1 All non-compete agreements shall be reviewed and approved by Legal Counsel before being presented to the employee, with specific attention to the enforceability of the proposed restrictions under the laws of the state, province, or country governing the employee's employment. Legal Counsel shall assess the reasonableness of the duration, geographic scope, activity restrictions, and consideration provided, and shall modify the agreement as necessary to comply with applicable statutory requirements, judicial precedents, and regulatory guidance. In jurisdictions where non-compete agreements are prohibited or unenforceable by law, such as California, Minnesota, Oklahoma, North Dakota, or other jurisdictions that have enacted non-compete bans, the Organization shall not require employees to sign non-compete agreements and shall instead rely on enhanced non-solicitation, non-disclosure, and confidentiality protections to safeguard its interests. The HR department shall maintain a jurisdiction-specific matrix indicating the enforceability status of non-compete agreements in each location where the Organization employs personnel, and this matrix shall be reviewed by Legal Counsel at least semi-annually.

4.2 All non-compete agreements issued by the Organization shall include a severability clause providing that if any provision, clause, or restriction contained in the agreement is found by a court of competent jurisdiction to be unreasonable, overly broad, or otherwise unenforceable, the court is authorised and requested to modify the offending provision to the minimum extent necessary to render it enforceable, rather than striking the provision entirely. The remaining provisions of the agreement shall continue in full force and effect and shall not be affected by the unenforceability of any individual provision. Additionally, the Organization shall include a choice-of-law clause specifying the governing jurisdiction for the interpretation and enforcement of the agreement, which shall be the jurisdiction most closely connected to the employee's primary place of employment. The Organization shall actively monitor legislative developments and judicial rulings in key jurisdictions that may affect the enforceability of its non-compete agreements and shall update its template agreements and existing agreements as necessary, in consultation with Legal Counsel.

4.3 In the event of a breach or threatened breach of a non-compete agreement by a former employee, the Organization reserves the right to seek all available legal remedies, including temporary restraining orders, preliminary and permanent injunctive relief to prevent further competitive activity, and monetary damages for any losses suffered as a result of the breach. The non-compete agreement shall include an acknowledgement by the employee that a breach would cause irreparable harm to the Organization for which monetary damages alone would be an inadequate remedy, thereby justifying the grant of injunctive relief without the requirement to post a bond. Employees who are found to have breached their non-compete obligations may be required to forfeit any unvested equity, post-employment compensation, garden leave payments, or severance amounts that were provided as consideration for the non-compete agreement. The Organization shall document all enforcement actions and outcomes and shall report significant enforcement matters to the senior leadership team and Legal Counsel on a quarterly basis.

5.1 This Non-Compete Agreement Policy and all associated agreement templates shall be reviewed comprehensively at least once every 12 months by the HR department in consultation with Legal Counsel, to ensure continued alignment with evolving federal, state, and local legislation, recent judicial rulings on restrictive covenant enforceability, regulatory guidance from agencies such as the FTC, and the Organization's current business strategy and competitive landscape. An interim review shall be triggered by any material legislative change, such as a state enacting or amending a non-compete ban, or any judicial decision in a key jurisdiction that materially affects the enforceability of the Organization's standard non-compete provisions. Amendments to the policy or templates shall be reviewed by Legal Counsel for legal sufficiency, approved by the Head of Human Resources and the Chief Executive Officer, and applied prospectively to all new agreements from the effective date. The Organization shall not unilaterally amend the terms of an existing, executed non-compete agreement without the employee's written consent, unless the amendment solely reduces the scope of the employee's restrictions.

5.2 The HR department shall maintain a centralised, searchable register of all employees and former employees who are subject to active non-compete agreements. The register shall include the employee's name, role, and department, the date of execution and the effective start date of the restriction, the duration, geographic scope, and activity restrictions specified in the agreement, the consideration provided to support the agreement, any modifications, waivers, or releases granted by the Organization, the expiration date of the non-compete restriction, and the current enforcement status. The register shall be updated within 5 business days of any new agreement execution, modification, waiver, or expiration. The HR department shall conduct a quarterly review of the register to identify agreements nearing expiration, flag any enforcement risks, and ensure that all records are complete and accurate. Access to the register shall be restricted to authorised HR personnel, Legal Counsel, and the senior leadership team.