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NON-COMPETITION AND NON-SOLICITATION AGREEMENT

Prepared October 23, 2026 · Ontario, Canada

RECITALS

WHEREAS the undersigned desires to set out in writing the matters described below;

WHEREAS this document has been prepared with reference to the laws of Ontario, Canada;

NOW, THEREFORE, the following provisions shall apply:

October 23, 2026

In plain language: after leaving Example Software Inc., Taylor Brooks agrees to not work for a competing business as described below and not poach Example Software Inc.'s clients or employees for the time and in the area stated below. Canadian courts only enforce restraints that are reasonable — keep the duration and geography as narrow as genuinely needed to protect the business.

ARTICLE 1 — THE PARTIES

Employer: Example Software Inc. (the "Employer")

Employee: Taylor Brooks (the "Employee")

ARTICLE 2 — RECITALS

The Employee is or will be employed by the Employer and, in that role, will have access to the Employer's confidential information, client relationships and business goodwill. In exchange for the consideration described in Section 5, the Employee agrees to the restraints below to protect the Employer's legitimate business interests.

ARTICLE 3 — NON-COMPETITION

During the Employee's employment and for 12 months after it ends for any reason (the "Restricted Period"), the Employee will not, directly or indirectly, within the Province of Ontario:

(a) be employed by, consult for, own a material interest in, or otherwise participate in a business that engages in the following competitive activities: Selling or marketing B2B SaaS products competing with the employer's analytics platform; or

(b) assist any other person in doing any of the above.

This section does not prevent the Employee from owning less than two percent (2%) of a publicly traded company as a passive investment.

ARTICLE 4 — NON-SOLICITATION

During the Employee's employment and for 12 months after it ends for any reason (the "Restricted Period"), the Employee will not, directly or indirectly:

(a) solicit, divert or attempt to solicit or divert any client or customer of the Employer with whom the Employee had material contact during the last twelve (12) months of employment; or

(b) solicit, recruit or attempt to solicit or recruit any employee of the Employer to leave the Employer's employment.

General advertising not targeted at the Employer's clients or employees is not solicitation under this section.

ARTICLE 5 — CONSIDERATION AND REASONABLENESS

(a) In exchange for the restraints in this agreement, the Employee receives: Continued employment and access to confidential business information.

(b) The parties agree the Restricted Period of 12 months and the geographic scope of the Province of Ontario are reasonable and no broader than necessary to protect the Employer's legitimate interests. If a court finds any restraint unreasonable, it shall be reformed to the maximum reasonable scope rather than struck out entirely.

ARTICLE 6 — GOVERNING LAW

This agreement is governed by the laws of Ontario and the federal laws of Canada applicable there. The parties submit to the courts of Ontario for any dispute under this agreement.

ARTICLE 7 — GENERAL

This document is the entire agreement between the parties about non-competition and non-solicitation and may be signed in counterparts (including electronic copies). A waiver of one breach is not a waiver of any other.

SIGNATURES

Employer: ___________________________ Date: _______________

Example Software Inc.

Employee: ___________________________ Date: _______________

Taylor Brooks

IMPORTANT: This is a template, not legal advice. Canadian courts scrutinize non-competition clauses closely and often refuse to enforce them against employees; non-solicitation clauses are more commonly upheld when reasonable. In some provinces and for some roles, non-competes are restricted or prohibited. Have this agreement reviewed by a licensed employment lawyer in Ontario before signing.

IN WITNESS WHEREOF, the undersigned has duly executed this document as of the date first written above.

Executed by:

Signature: ___________________________ Date: _______________

Printed name:

WITNESS

Signature: ___________________________ Date: _______________

Printed name:

This document is a self-help template and does not constitute legal advice. Independent legal advice from a licensed lawyer in Ontario is recommended before reliance.

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