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NYSCEF DOC. NO. 3 RECEIVED NYSCEF: 08/13/2021
EXHIBIT A
FILED: SARATOGA COUNTY CLERK 08/13/2021 03:51 PM INDEX NO. EF20212436
NYSCEF DOC. NO. 3 RECEIVED NYSCEF: 08/13/2021
radian
RADIAN GROUP INC.
RESTRICTIVE COVENANTS AGREEMENT
Your Information:
Name: Eric Eckardt
Address: 32 Arrowhead Road
Saratoga Springs, New York 12866
Date: December 01, 2020
"
C.,up-,,y. Radian Group Inc., its affiliates, and their respective successors or assigns (co!!ective!y, the
Company")
Address: Radian Group Inc.
1500 Market Street
Philadelphia, PA 19102
In consideration of your empicyrüõñt with the Company, the compensation the Campany has agreed to
pay you, and your access to CGr"rf 2 Information and Trade Secrets (as such term is defined below),
the receipt and sufficiancy of which you acknowledge, you agree to this Restrictive Covenants
Agreement (this "Agreement"), as follows:
1. Restrictive Covenants.
(a) You acknowledge and agree that, during and after your empteyment with the Company, you will be
subject to, and will comply with, the applicable coññdenth!!ty and other terms specified in the Company's
Code of Conduct and Ethics, inc|üdiñg terms appikeble to former employees. The Code of Conduct and
Ethics is attached to this document for your reference. The Code of Conduct and Ethics, including any
future revisions to the Code of Conduct and Ethics, are incorporated into and made a part of this
Agreameni as if fully set forth herein.
(b) You acknew!edge that your relationship with the Company is one of confidence and trust such that
you are, and may in the future be, privy to and/or you will develop Confidential Information and Trade
Secrets of the Company. Subject to the provisions of subsection (k), you agree that, at all times during
your emp!eyment and after your emp!eyment with the Company terminates for any reason, whether by
you or by the Carapâñy, you will hold in strictest confidence and will not disc!ose, use, or publish any
Confidentia: information and Trade Secrets, except as and only to the extent such disclosure, use, or
pub:icaticñ is required during your ersp|üyment with the Company for you to fulfill your job duties and
responsibilities to the Company. At all times during your employment and after your termination of
emp|cyment, you agree that you shall take all reeseneb!e precautions to prevent the inadvertent or
accidental disclosure of Confidential Information and Trade Secrets. You hereby assign to the Company
any rights you may have or acquire in Cañfidential Information and Trade Secrets, whether deve|cped by
you or others, and you acknew|édge and agree that all Confidential :ñfóñiiâGó,, and Trade Secrets shall
be the sole property of the Company and its assigns. For purposes of this Agreersent, "Confirfonting
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Secrets"
Information and Trade shall mean information that the Company owns or possesses, that the
Company has developed at Mgñ!ficant expense and effort, that the Company uses or that is potentially
useful in the business of the Company, that the CGmpeñy treats as preprietary, private, or conñdentie!,
and that is not generally known to the public.
(c) You acknew|êdge that any and all Inventions that are conceived, created, developed, designed, or
reduced to practice by you, alone or with others, during the course and/or within the scope of
emp!cyment with the Company, vv‰ther before or after the date of this Agreement, belong to the
Company ("Company lñvêñt!Gñ(s)"). You hereby irrevocably assign to the Company, without further
consideration, all right, title, and interest that you may presently have or acquire (throughout the United
States and in all foreign countries), free and clear of all liens and encumbrances, in and to each
Company |ñveñtian and each such Company :ñvêñti6n shall be the sole property of the Company,
"inventians"
whether or not patentable, copyrightable, or Othervvise legally protectable. as used herein
shall mean all intellectual property, ideas, processes, trademarks, service marks, inv66ticñs, technology,
campüter programs, original works of authorship, designs, formulas, discoveries, patents, copyrights,
moral rights (including but not limited to rights to attribution or integrity), and all improv6mañts, rights, and
claims related to the foregoing.
(d) You acknovAedge and agree that, during your emplüyment with the Company, and for the 12 month
period immediately ivilevviñg your termination of employment for any reason, and subject to subsection
(m) below (the "Restricted Period"), you will not, without the Company's express written consent,
engage (directly or indirectly) in any emp|cymêñt or business activity within the United States whose
primary business involves or is related to previding any martgage- or real estate-related service or
product that, during your empicyment, the Company provides or is actively engaged in deve!eping
through the use of Conñdeñtiai Information and Trade Secrets; provided however, the foregoing
restriction shall only apply to such service or product for which you have had access to Confidential
Information and Trade Secrets or otherwise have had active involvement. You further agree that, given
the nature of the business of the Company and your position with the Company, a nationwide geographic
scope is appropriate and reasonable.
Notwithstanding the foregoing, unless pr0vidêd otherwise in a written agreement entered into between
you and the Company, this subsection (d) shall not apply after your terrñiñâiicn of smpicyment with the
Company, if your employment is terminated by the Company without Cause. For purposes of this
"Cause"
AgrsGmsñt, shall mean your (i) indictment for, conviction of, or pleading nolo contendere to, a
felony or a crime involving fraud, misrepressñtation, or moral turpitude (aduding traffic offéñses other
than traffic offenses involving the use of alcohol or illegal substances), (ii) fraud, dishonesty, theft, or
misappropriation of funds in ccññectics with your duties with the CGmpany, (iii) material violation of
Radian Group Inc.'s Code of Conduct and Ethics or employment policies, as in effect from time to time,
(iv) gross negligence or willful misconduct in the performance of your duties with the Company, or (v) a
breach of any written confidentiality, nonse!!citation, or noncompetition cGvenant with the Company, in
each case as determined in the sole discretion of the Company.
(e) You acknowledge and agree that, during the term of your employment by the Company and during
the Restricted Period, you shall not, directly or indirectly through others, (i) hire or attempt to hire any
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smp:cyss of the Company, (ii) solicit or attempt to solicit any smp:üyee of the Company to become an
employee, scñsü|tant, or independent contractor to, for, or of any other person or business entity, or (iii)
solicit or attempt to solicit any empicy66, or any consultant or independent contractor of the Company to
change or to=botc his or her relationship with the Company, unless in each case more than six months
shali have elapsed between the last day of such person's 6mplayment or service with the Company and
the first date of such solicitation or hiring or attempt to solicit or hire. If any emp!oyee, consultant, or
independent contractor is hired or sciicited by any entity that has hired or agreed to hire you, such hiring
or se!!citation shall be conclusively presumed to be a violation of this Agreemeñt; provided, however, that
any hiring or solicitation pursuant to a general se!icitation conducted by an entity that has hired or agreed
to hire you, or by a headhunter employed by such entity, which does not involve you, shall not be a
violation of this subsection (e).
(f) You covenant and agree that, during the term of your employment by the Company and during the
Restricted Period, you shall not, either directly or indirectly through others:
(i) solicit, divert, appropriate, or do business with, or attempt to solicit, divert, apprüpriate, or do
business with, any customer for whom the Company pravided goods or services within 12 months prior
to your date of 16rminaticñ or any actively sought prospective customer of the Company for the purpose
of providing such customer or actively sought prospective customer with ser vices or praducts cornpetitiv6
with those offered by the Company during your ernpicyment with the Company; or
(ii) encourage any customer for whom the Company provided goods or services within 12 months prior
to your date of termination to reduce the level or amount of business such customer conducts with the
Company. Notwithstâñd:ñg the foregoing, unless provided otherwise in a written agreement entered into
between you and the Campañy, this subsection (f) shall not apply after your termination of smployment
with the Company, if your employment is terminated by the Company without Cause.
(g) NGtwithstanding the foregoing, if you are employed in California, or in another jurisdiction where the
pravisions of subsections (d), (e) and (f) are otherwise prGhibited by law, the fc:|Gwing piOvisicns shall
apply:
(i) Subsecticñ (d) above shall not apply, and instead you acknowledge and agree that during your
employment with the Company: (A) you will not engage (directly or indirectly) in any other employment
or büsiness activity within the United States whose primary business involves or is related to providing
(1) mastgâge insurance and/or (2) any mortgage- or real estate-related service or product that the
Company provides or is actively engaged in developing through the use of Cenñdéñtial Information and
Trade Secrets, and (B) you will not, without the prior written consent of the Campany, engage (directly or
indirectly) in any other employment or business activity that would tend to create an actual or apparent
conflict of interest with the Company, or undermine or interfera with your ability to devote your best
efforts and to fulfill the full-time duties and responsibilities of your position with the Carñpany. You further
agree that, given the nature of the business of the Company and your position with the Company, a
nationwide geographic scope is appropriate and reasonable.
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(ii) Subsection (e) above shall not apply, and instead you ackñGwledge and agree that during your
employment with the Campany and during the one year period imrnediately after your termination of
emp:üyment for any reason, and subject to subsection (m) below (the "Restricted Period"), you shall not,
directly or indirectly through others, solicit, encourage, or attempt to solicit or encourage any Service
Provider to term|ñate or reduce the Service Provider's relationship or business with the Company. For
Provider"
the purpose of this Agreement, "Service means perscas and entities who, during your
emplayment with the Company, were employees, cessü|tants, vendors, or inrinnandant centracters of the
Company.
(iii) Subsection (f) above shall not apply, and instead you ecknow!edge and agree that as part of your
obligations under subsection (b) above, during your employment with the Company and after your
employment with the Company terminates for any reason (whether by you or by the Company), you shall
not, either directly or indirectly through others, use or dise!ose any Canñdental informatinn and Trade
Secrets in any effort to solicit, encourage, or attempt to solicit or encourage, any Company Customer to
terminate, reduce, or forego that Company Cüstemer's relationship or prospective relationship with the
Customer"
Company. For purposes of this Agreement, "Company means any person or entity to whom
the Company provided goods or services, or actively sought to provide goods or services, at any time
during your employment with the Company.
(h) You acknowledge and agree that the business of the Company is highly compet|tive, that the
CeiSdentia! Information and Trade Secrets have been developed by the enmnany at significant expense
and effort, and that the restricticñs contained in this Section 1 are reasonable and necessary to protect
the legitimate business interests of the Company.
(i) The parties to this Agreement ackñüw|édge and agree that any breach by you of any of the
covenants or agreements contained in this Section 1 will result in irrepareb!e injury to the Company, for
which money damages could not edequately compensate the Company. Therefore, the Company shall
have the right (in addition to any other rights and remedies which it may have at law or in equity) to seek
to enforce this Section 1 and any of its provisions by injunction, specific performance, or other equiiiuie
relief, without bond and without prejudice to any other rights and remedies that the Company may have
for a breach, or threatened breach, of the restrictive covenants set forth in this Section 1. You agree that
in any action in which the Company seeks injunction, specific performance, or other equitable relief, you
will not assert or contend that any of the provisions of this Section 1 are unreasonable or otherwise
unenforceable. You irrevocably and unconditionally (i) agree that any legal proceeding arising out of this
Agreement may be brought only in the United States District Court for the Eastern District of
Pennsylvania, or if such court does not have jurisdiction or will not accept jurisdiction, in any court of
general jurisdiction in Philadelphia County, Pennsylvania, (ii) consent to the sole and exclusive
jurisdiction and venue of such court in any such proceeding, and (iii) waive any objection to the laying of
venue of any such proceeding in any such court. You also irrevocably and unconditionally consent to the
service of any process, pleadings, notices, or other papers.
(j) If any portion of the covenants or agreements ccñtained in this Section 1, or the application thereof,
is construed to be invalid or unenforceable, the other pürticñs of such covenants or agreements or the
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app!!cation thereof shall not be affected and shall be given full force and effect without regard to the
invalid or unenforceable pur usñs to the fullest extent possible. If any covenant or agissment in this
Section 1 is held to be unenforceable because of the duration thereof or the scope thereof, then the court
making such determination shall have the power to reduce the duration and limit the scope thereof, and
the covenant or agreement shall then be enforceable in its reduced form. The ccycña,.ts and
õÿr6Gm6rits contained in this Section 1 shall survive the termination of your employment with the
Company.
(k) Nothing in this Agreemsnt, including any restrictions on the use of CGññdentiâ| Information and
Trade Secrets, shall prohibit or restrict you from iniGaung communications directly with, or respéñds::g to
any inquiry from, or providing testimañy before, the Equal Employment Opportunity Commissieñ, the
Department of Justice, the Securities and Exchange Commission, or any other federal, state, or local
regulatory authority. To the extent permitted by law, upon receipt of any subpoena, court order, or other
legal process compelling the disclosure of Confidential Information and Trade Secrets, you agree to give
prompt written notice to the Company so as to permit the Company to protect its interests in
ccñfidsatiâ|ity to the fullest extent possib!e. Please take notice that federal law provides criminal and civil
immunity to federal and state claims for trade secret misappropriation to individuals who diwbse a trade
secret to their attorney, a court, or a gaverninent official in certain, cGñfidential circumstances that are set
forth at 18 U.S.C. §§ 1833(b)(1) and 1833(b)(2), related to the reporting or investigation of a suspected
violation of the law, or in connection with a lawsuit for retaliation for reparung a suspected violation of the
law.
(1) Nõthing in this Agrssmsat shall be deemed to cGastitüts the grant of any license or other right to you
in respect of any Confidential InformaGun and Trade Secrets or other data, tâñgib|e property, or
inta!|êctual property of the Company.
(m) Should you violate any of the restrictive covenants of this Agreement, then the period of your
breach of such cavenant ("Violation Period") shall stop the running of the corresponding Restricted
Period. Once you resume comp!!ance with the restrictive covenant, the Restricted Period applicable to
such covenant shall be extended for a period equal to the Violation Period so that the Company enjoys
the full benefit of your compliance with the restrictive covenant for the duration of the corresponding
Restricted Period.
2. Notification. You shall notify, and the Company has the right to notify, any person empicyiñÿ you as
to the existence and provisions of this Agreement.
3. Duration‡Naturb. This Agreement is binding during your smp:Gyment and shall survive any
termination of your employment. This Agreement does not bind the Cvingany or you to employment for
any specific period of time. Nothing in this Agreement shall be construed in any way to têrminate,
"at-will"
supersede, undermine, or otherwise modify your employment status, pursuant to which either
you or the Company may terminate the employment relaticaship at any time, with or without cause, with
or without notice.
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4. No Connicts. You are not a party to any existing agreement or empicyment with an entity that would
prevent you from entering into and performing this Agreement in accordance with its terms, including,
without limitation, any agreement subjecting you to a non-competition, nGn-sciicitation, or cGnf|dentiality
covenant, except as identifed in Attachment A hereto; and you will not enter into any other âgreement
that is in conflict with your obligations under this Agreement.
5. Gemplikaceawithiaw. You acknewiedge that the activities of the Company are subject to
cümpliõñce with applicable laws and regulaticas. You agree to comply with all epp!!cable laws and to
notify your immediate supervisor or superior of any reason to believe that you, the Company, or any
other person has violated any law that may affect the rnmpnny or your performance of your ab:igatiens
for the Company.
6. Arnêndment. No modification to any provision of this Agracr.-.:nt will be binding unless it is in writing
and signed by both you and an authorized representative of the Company. No waiver of any rights under
this Agreement will be effective unless in writing signed by the Company.
7. Assignñtents You recognize and agree that your ab|igations under this Agrêêment are of a personal
nature and are not assigneb!e or delegable in whole or in part by you. The Company may assign this
Agreement to any affiliate or to any e"ccaccor-in-interest (whether by sale of assets, sale of stock,
merger, or other business combination). All of the terms and provisions of this Agreement shall be
binding upon and inure to the benefit of and be enforceab!e by the respective heirs, executors,
administrators, legal representatives, successars, and permitted assigns of you and the Company.
8. Goveming I aw The validity, construction, interpretation, and effect of this Agreement shall
exclusively be governed by, and determined in accGrdance with, the appi;cabi.- laws of the State of
Delaware, excluding any conflicts or choice of law rule or principle.
I HAVE READ THIS AGREEMENT CAREFULLY AND I UNDERSTAND AND ACCEPT THE
OBLIGATIONS THAT IT IMPü5ES UPON ME WITHOUT RESERVATION. I SIGN THIS AGREEMENT
VOLUNTARILY AND FREELY AND INTENDING TO BE LEGALLY BOUND.
Dated: December 01, 2020
Name: 44.-w
Agreed and Acknowledged
RADIAN GROUP INC.
By: Name: Kathryn Withrow
Title: AVP, Human Resource Business Partner
Signature:
Email.
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FILED: SARATOGA COUNTY CLERK 08/13/2021 03:51 PM INDEX NO. EF20212436 NYSCEF DOC. NO. 3 RECEIVED NYSCEF: 08/13/2021 EXHIBIT A FILED: SARATOGA COUNTY CLERK 08/13/2021 03:51 PM INDEX NO. EF20212436 NYSCEF DOC. NO. 3 RECEIVED NYSCEF: 08/13/2021 radian RADIAN GROUP INC. RESTRICTIVE COVENANTS AGREEMENT Your Information: Name: Eric Eckardt Address: 32 Arrowhead Road Saratoga Springs, New York 12866 Date: December 01, 2020 " C.,up-,,y. Radian Group Inc., its affiliates, and their respective successors or assigns (co!!ective!y, the Company") Address: Radian Group Inc. 1500 Market Street Philadelphia, PA 19102 In consideration of your empicyrüõñt with the Company, the compensation the Campany has agreed to pay you, and your access to CGr"rf 2 Information and Trade Secrets (as such term is defined below), the receipt and sufficiancy of which you acknowledge, you agree to this Restrictive Covenants Agreement (this "Agreement"), as follows: 1. Restrictive Covenants. (a) You acknowledge and agree that, during and after your empteyment with the Company, you will be subject to, and will comply with, the applicable coññdenth!!ty and other terms specified in the Company's Code of Conduct and Ethics, inc|üdiñg terms appikeble to former employees. The Code of Conduct and Ethics is attached to this document for your reference. The Code of Conduct and Ethics, including any future revisions to the Code of Conduct and Ethics, are incorporated into and made a part of this Agreameni as if fully set forth herein. (b) You acknew!edge that your relationship with the Company is one of confidence and trust such that you are, and may in the future be, privy to and/or you will develop Confidential Information and Trade Secrets of the Company. Subject to the provisions of subsection (k), you agree that, at all times during your emp!eyment and after your emp!eyment with the Company terminates for any reason, whether by you or by the Carapâñy, you will hold in strictest confidence and will not disc!ose, use, or publish any Confidentia: information and Trade Secrets, except as and only to the extent such disclosure, use, or pub:icaticñ is required during your ersp|üyment with the Company for you to fulfill your job duties and responsibilities to the Company. At all times during your employment and after your termination of emp|cyment, you agree that you shall take all reeseneb!e precautions to prevent the inadvertent or accidental disclosure of Confidential Information and Trade Secrets. You hereby assign to the Company any rights you may have or acquire in Cañfidential Information and Trade Secrets, whether deve|cped by you or others, and you acknew|édge and agree that all Confidential :ñfóñiiâGó,, and Trade Secrets shall be the sole property of the Company and its assigns. For purposes of this Agreersent, "Confirfonting FILED: SARATOGA COUNTY CLERK 08/13/2021 03:51 PM INDEX NO. EF20212436 NYSCEF DOC. NO. 3 RECEIVED NYSCEF: 08/13/2021 radian Secrets" Information and Trade shall mean information that the Company owns or possesses, that the Company has developed at Mgñ!ficant expense and effort, that the Company uses or that is potentially useful in the business of the Company, that the CGmpeñy treats as preprietary, private, or conñdentie!, and that is not generally known to the public. (c) You acknew|êdge that any and all Inventions that are conceived, created, developed, designed, or reduced to practice by you, alone or with others, during the course and/or within the scope of emp!cyment with the Company, vv‰ther before or after the date of this Agreement, belong to the Company ("Company lñvêñt!Gñ(s)"). You hereby irrevocably assign to the Company, without further consideration, all right, title, and interest that you may presently have or acquire (throughout the United States and in all foreign countries), free and clear of all liens and encumbrances, in and to each Company |ñveñtian and each such Company :ñvêñti6n shall be the sole property of the Company, "inventians" whether or not patentable, copyrightable, or Othervvise legally protectable. as used herein shall mean all intellectual property, ideas, processes, trademarks, service marks, inv66ticñs, technology, campüter programs, original works of authorship, designs, formulas, discoveries, patents, copyrights, moral rights (including but not limited to rights to attribution or integrity), and all improv6mañts, rights, and claims related to the foregoing. (d) You acknovAedge and agree that, during your emplüyment with the Company, and for the 12 month period immediately ivilevviñg your termination of employment for any reason, and subject to subsection (m) below (the "Restricted Period"), you will not, without the Company's express written consent, engage (directly or indirectly) in any emp|cymêñt or business activity within the United States whose primary business involves or is related to previding any martgage- or real estate-related service or product that, during your empicyment, the Company provides or is actively engaged in deve!eping through the use of Conñdeñtiai Information and Trade Secrets; provided however, the foregoing restriction shall only apply to such service or product for which you have had access to Confidential Information and Trade Secrets or otherwise have had active involvement. You further agree that, given the nature of the business of the Company and your position with the Company, a nationwide geographic scope is appropriate and reasonable. Notwithstanding the foregoing, unless pr0vidêd otherwise in a written agreement entered into between you and the Company, this subsection (d) shall not apply after your terrñiñâiicn of smpicyment with the Company, if your employment is terminated by the Company without Cause. For purposes of this "Cause" AgrsGmsñt, shall mean your (i) indictment for, conviction of, or pleading nolo contendere to, a felony or a crime involving fraud, misrepressñtation, or moral turpitude (aduding traffic offéñses other than traffic offenses involving the use of alcohol or illegal substances), (ii) fraud, dishonesty, theft, or misappropriation of funds in ccññectics with your duties with the CGmpany, (iii) material violation of Radian Group Inc.'s Code of Conduct and Ethics or employment policies, as in effect from time to time, (iv) gross negligence or willful misconduct in the performance of your duties with the Company, or (v) a breach of any written confidentiality, nonse!!citation, or noncompetition cGvenant with the Company, in each case as determined in the sole discretion of the Company. (e) You acknowledge and agree that, during the term of your employment by the Company and during the Restricted Period, you shall not, directly or indirectly through others, (i) hire or attempt to hire any FILED: SARATOGA COUNTY CLERK 08/13/2021 03:51 PM INDEX NO. EF20212436 NYSCEF DOC. NO. 3 RECEIVED NYSCEF: 08/13/2021 radian smp:cyss of the Company, (ii) solicit or attempt to solicit any smp:üyee of the Company to become an employee, scñsü|tant, or independent contractor to, for, or of any other person or business entity, or (iii) solicit or attempt to solicit any empicy66, or any consultant or independent contractor of the Company to change or to=botc his or her relationship with the Company, unless in each case more than six months shali have elapsed between the last day of such person's 6mplayment or service with the Company and the first date of such solicitation or hiring or attempt to solicit or hire. If any emp!oyee, consultant, or independent contractor is hired or sciicited by any entity that has hired or agreed to hire you, such hiring or se!!citation shall be conclusively presumed to be a violation of this Agreemeñt; provided, however, that any hiring or solicitation pursuant to a general se!icitation conducted by an entity that has hired or agreed to hire you, or by a headhunter employed by such entity, which does not involve you, shall not be a violation of this subsection (e). (f) You covenant and agree that, during the term of your employment by the Company and during the Restricted Period, you shall not, either directly or indirectly through others: (i) solicit, divert, appropriate, or do business with, or attempt to solicit, divert, apprüpriate, or do business with, any customer for whom the Company pravided goods or services within 12 months prior to your date of 16rminaticñ or any actively sought prospective customer of the Company for the purpose of providing such customer or actively sought prospective customer with ser vices or praducts cornpetitiv6 with those offered by the Company during your ernpicyment with the Company; or (ii) encourage any customer for whom the Company provided goods or services within 12 months prior to your date of termination to reduce the level or amount of business such customer conducts with the Company. Notwithstâñd:ñg the foregoing, unless provided otherwise in a written agreement entered into between you and the Campañy, this subsection (f) shall not apply after your termination of smployment with the Company, if your employment is terminated by the Company without Cause. (g) NGtwithstanding the foregoing, if you are employed in California, or in another jurisdiction where the pravisions of subsections (d), (e) and (f) are otherwise prGhibited by law, the fc:|Gwing piOvisicns shall apply: (i) Subsecticñ (d) above shall not apply, and instead you acknowledge and agree that during your employment with the Company: (A) you will not engage (directly or indirectly) in any other employment or büsiness activity within the United States whose primary business involves or is related to providing (1) mastgâge insurance and/or (2) any mortgage- or real estate-related service or product that the Company provides or is actively engaged in developing through the use of Cenñdéñtial Information and Trade Secrets, and (B) you will not, without the prior written consent of the Campany, engage (directly or indirectly) in any other employment or business activity that would tend to create an actual or apparent conflict of interest with the Company, or undermine or interfera with your ability to devote your best efforts and to fulfill the full-time duties and responsibilities of your position with the Carñpany. You further agree that, given the nature of the business of the Company and your position with the Company, a nationwide geographic scope is appropriate and reasonable. FILED: SARATOGA COUNTY CLERK 08/13/2021 03:51 PM INDEX NO. EF20212436 NYSCEF DOC. NO. 3 RECEIVED NYSCEF: 08/13/2021 (ii) Subsection (e) above shall not apply, and instead you ackñGwledge and agree that during your employment with the Campany and during the one year period imrnediately after your termination of emp:üyment for any reason, and subject to subsection (m) below (the "Restricted Period"), you shall not, directly or indirectly through others, solicit, encourage, or attempt to solicit or encourage any Service Provider to term|ñate or reduce the Service Provider's relationship or business with the Company. For Provider" the purpose of this Agreement, "Service means perscas and entities who, during your emplayment with the Company, were employees, cessü|tants, vendors, or inrinnandant centracters of the Company. (iii) Subsection (f) above shall not apply, and instead you ecknow!edge and agree that as part of your obligations under subsection (b) above, during your employment with the Company and after your employment with the Company terminates for any reason (whether by you or by the Company), you shall not, either directly or indirectly through others, use or dise!ose any Canñdental informatinn and Trade Secrets in any effort to solicit, encourage, or attempt to solicit or encourage, any Company Customer to terminate, reduce, or forego that Company Cüstemer's relationship or prospective relationship with the Customer" Company. For purposes of this Agreement, "Company means any person or entity to whom the Company provided goods or services, or actively sought to provide goods or services, at any time during your employment with the Company. (h) You acknowledge and agree that the business of the Company is highly compet|tive, that the CeiSdentia! Information and Trade Secrets have been developed by the enmnany at significant expense and effort, and that the restricticñs contained in this Section 1 are reasonable and necessary to protect the legitimate business interests of the Company. (i) The parties to this Agreement ackñüw|édge and agree that any breach by you of any of the covenants or agreements contained in this Section 1 will result in irrepareb!e injury to the Company, for which money damages could not edequately compensate the Company. Therefore, the Company shall have the right (in addition to any other rights and remedies which it may have at law or in equity) to seek to enforce this Section 1 and any of its provisions by injunction, specific performance, or other equiiiuie relief, without bond and without prejudice to any other rights and remedies that the Company may have for a breach, or threatened breach, of the restrictive covenants set forth in this Section 1. You agree that in any action in which the Company seeks injunction, specific performance, or other equitable relief, you will not assert or contend that any of the provisions of this Section 1 are unreasonable or otherwise unenforceable. You irrevocably and unconditionally (i) agree that any legal proceeding arising out of this Agreement may be brought only in the United States District Court for the Eastern District of Pennsylvania, or if such court does not have jurisdiction or will not accept jurisdiction, in any court of general jurisdiction in Philadelphia County, Pennsylvania, (ii) consent to the sole and exclusive jurisdiction and venue of such court in any such proceeding, and (iii) waive any objection to the laying of venue of any such proceeding in any such court. You also irrevocably and unconditionally consent to the service of any process, pleadings, notices, or other papers. (j) If any portion of the covenants or agreements ccñtained in this Section 1, or the application thereof, is construed to be invalid or unenforceable, the other pürticñs of such covenants or agreements or the FILED: SARATOGA COUNTY CLERK 08/13/2021 03:51 PM INDEX NO. EF20212436 NYSCEF DOC. NO. 3 RECEIVED NYSCEF: 08/13/2021 radian app!!cation thereof shall not be affected and shall be given full force and effect without regard to the invalid or unenforceable pur usñs to the fullest extent possible. If any covenant or agissment in this Section 1 is held to be unenforceable because of the duration thereof or the scope thereof, then the court making such determination shall have the power to reduce the duration and limit the scope thereof, and the covenant or agreement shall then be enforceable in its reduced form. The ccycña,.ts and õÿr6Gm6rits contained in this Section 1 shall survive the termination of your employment with the Company. (k) Nothing in this Agreemsnt, including any restrictions on the use of CGññdentiâ| Information and Trade Secrets, shall prohibit or restrict you from iniGaung communications directly with, or respéñds::g to any inquiry from, or providing testimañy before, the Equal Employment Opportunity Commissieñ, the Department of Justice, the Securities and Exchange Commission, or any other federal, state, or local regulatory authority. To the extent permitted by law, upon receipt of any subpoena, court order, or other legal process compelling the disclosure of Confidential Information and Trade Secrets, you agree to give prompt written notice to the Company so as to permit the Company to protect its interests in ccñfidsatiâ|ity to the fullest extent possib!e. Please take notice that federal law provides criminal and civil immunity to federal and state claims for trade secret misappropriation to individuals who diwbse a trade secret to their attorney, a court, or a gaverninent official in certain, cGñfidential circumstances that are set forth at 18 U.S.C. §§ 1833(b)(1) and 1833(b)(2), related to the reporting or investigation of a suspected violation of the law, or in connection with a lawsuit for retaliation for reparung a suspected violation of the law. (1) Nõthing in this Agrssmsat shall be deemed to cGastitüts the grant of any license or other right to you in respect of any Confidential InformaGun and Trade Secrets or other data, tâñgib|e property, or inta!|êctual property of the Company. (m) Should you violate any of the restrictive covenants of this Agreement, then the period of your breach of such cavenant ("Violation Period") shall stop the running of the corresponding Restricted Period. Once you resume comp!!ance with the restrictive covenant, the Restricted Period applicable to such covenant shall be extended for a period equal to the Violation Period so that the Company enjoys the full benefit of your compliance with the restrictive covenant for the duration of the corresponding Restricted Period. 2. Notification. You shall notify, and the Company has the right to notify, any person empicyiñÿ you as to the existence and provisions of this Agreement. 3. Duration‡Naturb. This Agreement is binding during your smp:Gyment and shall survive any termination of your employment. This Agreement does not bind the Cvingany or you to employment for any specific period of time. Nothing in this Agreement shall be construed in any way to têrminate, "at-will" supersede, undermine, or otherwise modify your employment status, pursuant to which either you or the Company may terminate the employment relaticaship at any time, with or without cause, with or without notice. FILED: SARATOGA COUNTY CLERK 08/13/2021 03:51 PM INDEX NO. EF20212436 NYSCEF DOC. NO. 3 RECEIVED NYSCEF: 08/13/2021 4. No Connicts. You are not a party to any existing agreement or empicyment with an entity that would prevent you from entering into and performing this Agreement in accordance with its terms, including, without limitation, any agreement subjecting you to a non-competition, nGn-sciicitation, or cGnf|dentiality covenant, except as identifed in Attachment A hereto; and you will not enter into any other âgreement that is in conflict with your obligations under this Agreement. 5. Gemplikaceawithiaw. You acknewiedge that the activities of the Company are subject to cümpliõñce with applicable laws and regulaticas. You agree to comply with all epp!!cable laws and to notify your immediate supervisor or superior of any reason to believe that you, the Company, or any other person has violated any law that may affect the rnmpnny or your performance of your ab:igatiens for the Company. 6. Arnêndment. No modification to any provision of this Agracr.-.:nt will be binding unless it is in writing and signed by both you and an authorized representative of the Company. No waiver of any rights under this Agreement will be effective unless in writing signed by the Company. 7. Assignñtents You recognize and agree that your ab|igations under this Agrêêment are of a personal nature and are not assigneb!e or delegable in whole or in part by you. The Company may assign this Agreement to any affiliate or to any e"ccaccor-in-interest (whether by sale of assets, sale of stock, merger, or other business combination). All of the terms and provisions of this Agreement shall be binding upon and inure to the benefit of and be enforceab!e by the respective heirs, executors, administrators, legal representatives, successars, and permitted assigns of you and the Company. 8. Goveming I aw The validity, construction, interpretation, and effect of this Agreement shall exclusively be governed by, and determined in accGrdance with, the appi;cabi.- laws of the State of Delaware, excluding any conflicts or choice of law rule or principle. I HAVE READ THIS AGREEMENT CAREFULLY AND I UNDERSTAND AND ACCEPT THE OBLIGATIONS THAT IT IMPü5ES UPON ME WITHOUT RESERVATION. I SIGN THIS AGREEMENT VOLUNTARILY AND FREELY AND INTENDING TO BE LEGALLY BOUND. Dated: December 01, 2020 Name: 44.-w Agreed and Acknowledged RADIAN GROUP INC. By: Name: Kathryn Withrow Title: AVP, Human Resource Business Partner Signature: Email.