NON-COMPETE AND NON-SOLICITATION COVENANT
Effective on the date the Recipient (defined below) signs by submitting the form below.
PARTIES. Same as the Mutual Confidentiality Agreement signed concurrently, Amino Club LLC and Affiliates ("Disclosing Party") and the undersigned individual ("Recipient").
ACKNOWLEDGMENT. Recipient acknowledges that the Disclosing Party will share with Recipient material non-public information about a unique multi-tenant telehealth + dispensing-pharmacy platform business (the "Restricted Business") that the Disclosing Party has invested substantial time, resources, and trade secrets to develop. Recipient acknowledges that this information would give an unfair competitive advantage to anyone who used it to build a competing platform business.
DEFINED SCOPE OF THE RESTRICTED BUSINESS. For purposes of this Covenant, the "Restricted Business" means: a software platform, software-as-a-service ("SaaS"), platform-as-a-service ("PaaS"), or other multi-tenant technology offering that enables two or more unaffiliated commercial brands to operate prescription-grade telehealth and dispensing-pharmacy storefronts on shared technical infrastructure. The defining characteristic of the Restricted Business is its multi-tenancy: it sells the technology layer to other brand owners, rather than sells medications, consultations, or care to end patients. Without limiting the foregoing, the Restricted Business includes any offering whose feature set materially overlaps with the disclosure page in any combination of the following: per-tenant branding/theming infrastructure, multi-tenant clinical-intake / protocol authoring, multi-tenant electronic medical record, shared or routed provider marketplace across multiple unaffiliated tenants, shared or routed pharmacy fulfillment across multiple unaffiliated tenants, multi-tenant commerce + pricing + catalog configuration, multi-tenant audit + compliance infrastructure, multi-tenant prescription authoring / NCPDP transmission, multi-tenant payment + payout orchestration, and multi-tenant developer APIs targeted at telehealth-pharmacy brand owners.
EXPRESSLY OUTSIDE THE RESTRICTED BUSINESS (PERMITTED ACTIVITY). For the avoidance of doubt, and notwithstanding anything to the contrary above, the Restricted Business does NOT include, and Recipient is NOT restricted from, any of the following:
(i) Operating, owning, advising, financing, or working at a single-brand direct-to-consumer telehealth company (including but not limited to brands of any size targeting consumers directly with their own clinical care, regardless of compounded or non-compounded products);
(ii) Operating, owning, advising, financing, or working at a stand-alone pharmacy (retail, mail-order, 503A, or 503B), so long as that pharmacy does not provide multi-tenant platform infrastructure to two or more unaffiliated telehealth-pharmacy brand owners;
(iii) Operating, owning, advising, financing, or working at a single-tenant clinical practice or provider network;
(iv) Operating, owning, advising, financing, or working at a vertical-specific telehealth offering that does not provide a generalized multi-tenant platform to other brand owners (e.g., a single-condition virtual clinic);
(v) Working as a clinician, pharmacist, lawyer, accountant, or other licensed professional providing services directly to patients or businesses, in a capacity that does not involve building or selling competing multi-tenant platform infrastructure;
(vi) Building, advising, or operating internal-use technology for a single business that is not licensed or made available to third-party brand owners;
(vii) Building or operating a non-telehealth multi-tenant SaaS / PaaS business (e.g., e-commerce for non-Rx goods, payments infrastructure, marketplaces in unrelated verticals);
(viii) General-purpose tooling (developer libraries, frameworks, AI tools, etc.) that is not marketed to or designed for multi-tenant telehealth-pharmacy brand operators specifically.
The intent of this carve-out is precise: the Disclosing Party's protectable interest is the Restricted Business as defined above. It is not intended to chill, restrict, or prevent the Recipient from competing with the Disclosing Party's own first-party consumer brands, from running a pharmacy, or from working in healthcare generally, only from building or assisting another company in building a directly substitutable multi-tenant platform.
NON-COMPETE COVENANT. For a period of twenty-four (24) months from the date of signature, Recipient shall NOT, directly or indirectly, whether as principal, agent, employee, employer, consultant, partner, shareholder (other than passive ownership of less than 1% of a publicly traded company), advisor, or financier:
(a) Develop, launch, operate, license, sell, finance, or materially advise any business that falls within the Restricted Business as defined above;
(b) Use any Confidential Information (as defined in the concurrently signed Confidentiality Agreement) to inform any business activity outside of evaluating a potential relationship with the Disclosing Party.
NON-SOLICITATION. For the same twenty-four (24) month period, Recipient shall NOT, directly or indirectly:
(c) Solicit, hire, or attempt to hire any employee, contractor, partner, vendor, or advisor of the Disclosing Party with whom Recipient came into contact through the Confidential Information;
(d) Solicit, divert, or attempt to divert any tenant customer, pharmacy partner, provider, or vendor of the Disclosing Party with whom Recipient came into contact through the Confidential Information, for the purpose of providing services within the Restricted Business.
GEOGRAPHIC SCOPE. This covenant applies in any geography where the Disclosing Party operates or has documented plans to operate during the covenant period, including the United States and any international markets identified in the disclosure page.
REASONABLENESS. Recipient acknowledges that the duration, geographic scope, and substantive scope of this covenant, and in particular the narrow definition of the Restricted Business plus the express carve-outs above, are reasonable and necessary to protect the Disclosing Party's legitimate business interests in the platform business without unduly restraining the Recipient's general right to work in healthcare. Recipient further acknowledges that Recipient has been given a meaningful opportunity to evaluate this covenant prior to signing.
SEVERABILITY. If any court of competent jurisdiction determines any portion of this covenant to be unenforceable, the parties intend that the court reform the covenant to the maximum extent enforceable in that jurisdiction.
REMEDIES. Same as the concurrently signed Confidentiality Agreement.
GOVERNING LAW + JURISDICTION. Same as the concurrently signed Confidentiality Agreement.
JURISDICTIONAL NOTICE. Recipient acknowledges that this covenant may be unenforceable in jurisdictions that prohibit non-compete agreements (including California for most employment relationships, and other states as applicable). In such jurisdictions, Recipient agrees that the non-solicitation portions ((c) and (d) above) shall remain enforceable to the maximum extent permitted by law, even if the non-competition portions ((a) and (b)) are reduced.
ELECTRONIC SIGNATURE. Same E-SIGN Act and state-law equivalence as the concurrently signed Confidentiality Agreement.
BY SIGNING BELOW, I acknowledge that I have read this Covenant in full, understood the scope of the Restricted Business and the express carve-outs above, and agreed to be bound by its terms.