open-agreements 0.7.5 → 0.7.7

package/content/templates/openagreements-restrictive-covenant-florida/README.md

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+# OpenAgreements Employee Restrictive Covenant (Florida)
+
+Florida-specific employee restrictive covenant agreement with a modular covenant
+structure (non-compete, employee and customer non-solicitation, no-dealing,
+non-investment, confidentiality, and non-disparagement). The form is built around
+Florida's restrictive-covenant statute, Fla. Stat. § 542.335, the § 542.336
+physician carve-out, and the 2025 CHOICE Act (Fla. Stat. §§ 542.41–542.45).
+It is a sibling of the Wyoming pilot template, Florida-ified clause by clause.
+
+This is a drafting starting point for licensed counsel, not legal advice.
+
+## Source
+
+- **URL**: https://github.com/open-agreements/open-agreements/tree/main/content/templates/openagreements-restrictive-covenant-florida
+- **Version**: 1.0
+- **License**: CC BY 4.0
+- **Legal requirement set**: the Florida restrictive-covenant overlay (`restrictive-covenant.florida`, v0.3.0), itself a delta over the `restrictive-covenant.core` base spec, stewarded in `UseJunior/legal-context`.
+
+## Two enforcement pathways
+
+Florida law gives an employer two parallel ways to enforce a non-compete. This
+template models both; which one applies is driven by `covered_employee`.
+
+1. **General § 542.335 pathway (every covenant).** A restrictive covenant is
+   enforceable when it is supported by one or more **legitimate business
+   interests** (Fla. Stat. § 542.335(1)(b)) and is reasonable in time, area, and
+   line of business. Distinctives this template implements:
+   - **Legitimate-business-interest recital** — the `recitals-and-legitimate-business-interest`
+     clause names the enumerated interests the covenants protect.
+   - **Mandatory judicial modification** — under § 542.335(1)(c) a court *shall*
+     modify an overbroad restraint and grant only the relief reasonably
+     necessary. The `enforceability-severability-and-reformation` clause
+     **affirms** judicial modification. This is the exact inverse of the Wyoming
+     template, which disclaims reformation.
+   - **Presumptively-reasonable duration window** — § 542.335(1)(d)–(e) presumes
+     different reasonable/unreasonable durations by relationship type
+     (`covenant_relationship_type`). The defaults sit inside the reasonable
+     window.
+   - **Express assignee / successor / third-party-beneficiary enforcement** —
+     § 542.335(1)(f) requires express contract language; silence defeats
+     enforcement by an acquirer, reorganized operating entity, or PEO. The
+     `assignment-and-successors` clause supplies it expressly.
+   - **Physician specialty-monopoly carve-out** — § 542.336 voids a physician
+     non-compete in a county where one entity employs/contracts with **all**
+     physicians of that specialty (and for 3 years after a second entity begins
+     offering it). The `physician-specific-rights-and-notices` clause carves this
+     out for any Physician worker as a defensive posture.
+
+2. **CHOICE Act covered-employee pathway (`covered_employee == true`).** The 2025
+   CHOICE Act (Fla. Stat. §§ 542.41–542.45) is an **opt-in, enhanced-enforcement**
+   regime that runs *alongside* — it does not replace — § 542.335. A *covered
+   employee* earns more than twice the county annual mean wage **and** is not a
+   health care practitioner under s. 456.001 (Fla. Stat. § 542.43; physicians are
+   categorically excluded). On the employer's application a court **must**
+   preliminarily enjoin a covered employee from competing, dissolvable only by the
+   employee's clear-and-convincing evidence (§ 542.45(5)). The enhanced track is
+   available only if procedural prerequisites are met, which this template
+   surfaces in three clauses:
+   - `choice-act-counsel-notice` — written counsel advisal + ≥7-day notice
+     (§ 542.45(2)(a), (3)). A statutory-compliance representation
+     (`confirm=choice_act_advance_notice_confirmed`) that applies only to a
+     covered employee (`when=covered_employee`); see below.
+   - `choice-act-confidential-info-acknowledgement` — written acknowledgement of
+     receipt of confidential information or customer relationships
+     (§ 542.45(2)(b)).
+   - `choice-act-garden-leave` — when paired with a covered garden leave agreement
+     (§ 542.43(5)), the noncompete period is reduced day-for-day by any nonworking
+     portion of the notice period (§ 542.45(2)(c); see § 542.44).
+
+   The written counsel advisal and ≥7-day notice are operational steps the
+   employer must actually perform; reciting them does not by itself satisfy
+   them. The `choice-act-counsel-notice` recital is therefore a
+   *statutory compliance representation*: the `choice_act_advance_notice_confirmed`
+   field defaults to `false`, and until a human confirms the advisal and notice
+   were actually given, the recital renders followed by a yellow-highlighted
+   `[CONFIRM before signing: …]` bracket — and a matching item on the page-one
+   confirmation notice — rather than asserting clean compliance (it is never
+   silently dropped). The bracket links to the OpenAgreements Florida non-compete
+   reference card (`https://openagreements.org/legal/non-compete/florida`), which
+   keeps the current statute links in one place. Because the recital is gated
+   `when=covered_employee`, it is fully absent (no heading, no bracket) for a
+   non-covered employee.
+
+## Fields
+
+AI-only fields drive conditional gating and duration analysis; they are not
+rendered as cover-term rows in the output document.
+
+| Field | Type | Required | Description |
+|-------|------|----------|-------------|
+| `employer_name` | string | yes | Legal name of the employer |
+| `employee_name` | string | yes | Full legal name of the employee |
+| `employee_title` | string | no | Employee job title or position |
+| `effective_date` | date | yes | Effective date of this agreement |
+| `governing_law` | string | yes | Governing law state (default Florida) |
+| `worker_category` | enum | no | Executive / Management / Professional Staff / Physician / Other (AI-only). Physician triggers the § 542.336 carve-out and forces `covered_employee` false |
+| `covered_employee` | boolean | no | CHOICE Act covered-employee status: salary > 2× county annual mean wage AND not a health care practitioner under s. 456.001 (AI-only). Gates the CHOICE Act clauses. Default false |
+| `garden_leave_included` | boolean | no | Whether a covered garden leave agreement (§ 542.43(5)) is paired with the covered-employee non-compete (AI-only). Gates the garden-leave offset clause. Default false |
+| `covenant_relationship_type` | enum | no | employee / distributor_dealer_franchisee_licensee / sale_of_business / trade_secret_predicated. Selects the § 542.335(1)(d)–(e) duration window (AI-only; never gates a clause). Default employee |
+| `covenant_duration_months` | number | no | Non-compete length in months for machine-checkable duration evaluation (AI-only). Advisory when empty |
+| `confidentiality_trade_secret_duration` | string | no | Trade-secret confidentiality duration. Default Perpetual |
+| `confidentiality_other_duration` | string | no | Non-trade-secret confidentiality duration. Default 24 months |
+| `employee_nonsolicit_included` | boolean | no | Include the employee non-solicitation covenant. Default true |
+| `employee_nonsolicit_duration` | string | no | Employee non-solicitation duration. Default 12 months |
+| `covered_employee_period` | string | no | Lookback for covered employees. Default 12 months |
+| `customer_nonsolicit_included` | boolean | no | Include the customer non-solicitation covenant. Default true |
+| `customer_nonsolicit_duration` | string | no | Customer non-solicitation duration. Default 12 months |
+| `covered_customer_period` | string | no | Lookback for covered customers. Default 12 months |
+| `noncompete_included` | boolean | no | Include the non-compete covenant. Default false |
+| `noncompete_duration` | string | no | Non-compete duration. Default 12 months |
+| `territory` | string | no | Restricted territory. Default: employee's actual service area |
+| `competitive_business_definition` | string | no | What constitutes a Competitive Business |
+| `specified_competitors` | string | no | Optional named-competitor list (narrows the non-compete) |
+| `nondealing_included` | boolean | no | Include the no-business-with-covered-customers covenant. Default false |
+| `nondealing_duration` | string | no | No-dealing duration. Default 12 months |
+| `passive_public_holdings_threshold` | string | no | Passive public-holdings ownership cap. Default five percent |
+| `noninvestment_included` | boolean | no | Include the non-investment covenant. Default false |
+| `noninvestment_duration` | string | no | Non-investment duration. Default 12 months |
+| `nondisparagement_duration` | string | no | Non-disparagement duration. Default 24 months |
+| `cloud_drive_id` | string | no | Optional document-system URI / file ID |
+| `cloud_drive_id_footer` | string | no | Internal computed footer text |
+
+## Canonical Markdown Authoring
+
+The agreement is authored canonically in
+`content/templates/openagreements-restrictive-covenant-florida/template.md`, with
+the generated JSON spec and rendered DOCX derived from that source. Conditionally
+included covenants are **fully absent** (no heading, no placeholder) when their
+inclusion boolean is false, and the surviving clauses are renumbered sequentially
+so no gap remains — an excluded clause does not advertise itself, so it cannot
+imply a term (garden leave, a non-compete) was expected. Every gated clause is
+conditioned on a single boolean field name (`covered_employee`,
+`garden_leave_included`, or a covenant inclusion toggle); the renderer does not
+support compound conditions, so `covenant_relationship_type` is consumed for the
+duration value only and never used to include or omit a clause.
+
+## Attribution
+
+Authored by OpenAgreements contributors. Florida-specific analysis informed by
+publicly available legal commentary cited in the related practice note. Licensed
+under CC BY 4.0.

package/content/templates/openagreements-restrictive-covenant-florida/metadata.yaml

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+name: OpenAgreements Employee Restrictive Covenant (Florida)
+category: employment
+description: >-
+  Florida-specific employee restrictive covenant agreement with modular
+  covenant structure (non-compete, non-solicitation, non-dealing, non-investment,
+  confidentiality, non-disparagement). Implements Fla. Stat. section 542.335
+  (legitimate-business-interest recital, mandatory judicial modification of
+  overbroad restraints, express assignee / successor / third-party-beneficiary
+  enforcement), the section 542.336 physician specialty-monopoly carve-out, and
+  the 2025 CHOICE Act (sections 542.41-542.45) covered-employee enhanced-
+  enforcement track. Drafted as a starting point for licensed counsel review.
+source_url: https://github.com/open-agreements/open-agreements/tree/main/content/templates/openagreements-restrictive-covenant-florida
+version: '1.0'
+license: CC-BY-4.0
+allow_derivatives: true
+attribution_text: >-
+  Authored by OpenAgreements contributors. Florida-specific analysis informed
+  by publicly available legal commentary cited in the related practice note.
+  Licensed under CC BY 4.0.
+fields:
+  # --- Parties (on cover page) ---
+  - name: employer_name
+    type: string
+    description: Legal name of the employer
+    display_label: Employer
+    section: Parties
+  - name: employee_name
+    type: string
+    description: Full legal name of the employee
+    display_label: Employee
+    section: Parties
+  - name: employee_title
+    type: string
+    description: Employee job title or position (optional)
+    display_label: Employee Title / Position
+    default: ''
+    section: Parties
+  - name: employer_parent_name
+    type: string
+    description: >-
+      Legal name of Employer's direct corporate parent entity, if any (optional).
+      Named alongside "Employer and its Affiliates" as an expressly-identified
+      third-party beneficiary entitled to enforce the restrictive covenants under
+      Fla. Stat. section 542.335(1)(f). Common in PE / holding-company structures
+      where the named Employer entity is a dedicated employment entity distinct
+      from the operating company.
+    display_label: Employer Parent Entity
+    default: ''
+    section: Parties
+  - name: employer_operating_affiliate_name
+    type: string
+    description: >-
+      Legal name of the operating or service-recipient Affiliate, if different
+      from the named Employer (optional). Use this where the named Employer is a
+      dedicated employment entity but the operating business — the entity for
+      whom Employee actually performs services or that holds the Protected
+      Interests — is a separate commonly controlled Affiliate (common in PE /
+      holding-company structures). When provided, this entity is expressly named
+      in the Fla. Stat. section 542.335(1)(f) third-party-beneficiary list, in
+      addition to the "Employer and its Affiliates" class language, for higher
+      enforcement certainty.
+    display_label: Operating / Service-Recipient Affiliate
+    default: ''
+    section: Parties
+  - name: effective_date
+    type: date
+    description: Effective date of this agreement
+    display_label: Effective Date
+    section: Timing
+  - name: governing_law
+    type: string
+    description: Governing law state
+    display_label: Governing Law
+    default: Florida
+    section: Legal
+
+  # --- AI-only fields (drive memo warnings, never in output) ---
+  - name: worker_category
+    type: enum
+    description: >-
+      Employee role classification. AI-only field that drives memo warnings.
+      Not shown in the output document. A Physician worker triggers the
+      Fla. Stat. section 542.336 specialty-monopoly carve-out and can never
+      be a CHOICE Act covered employee (health care practitioners are
+      categorically excluded under Fla. Stat. section 542.43 / s. 456.001).
+    options:
+      - Executive
+      - Management
+      - Professional Staff
+      - Physician
+      - Other
+    default: Other
+    default_value_rationale: >-
+      Other is the conservative default when worker category cannot be
+      determined from context. The calling LLM may set this explicitly based
+      on title, scope, and duties. Setting Physician applies the section
+      542.336 carve-out conservatively (the specialty-monopoly condition turns
+      on county-level market facts the drafter cannot know at signing).
+    section: AI Analysis
+  - name: covered_employee
+    type: boolean
+    description: >-
+      Whether the employee is a "covered employee" under the 2025 CHOICE Act
+      (Fla. Stat. sections 542.41-542.45). FULL legal-status flag, NOT a
+      salary-only toggle: true only when the worker earns a salary greater
+      than twice the annual mean wage of the county AND is NOT a health care
+      practitioner as defined in s. 456.001 (Fla. Stat. section 542.43;
+      health care practitioners are categorically excluded regardless of pay).
+      When worker_category is Physician this MUST resolve to false. Gates the
+      CHOICE Act confidential-information-acknowledgement clause. (The
+      counsel-advisal-and-notice recital is separately gated by the
+      choice_act_advance_notice_confirmed statutory-compliance representation,
+      and garden leave by garden_leave_included.) AI-only field that drives
+      conditional gating. Not shown as a cover-term row.
+    default: 'false'
+    default_value_rationale: >-
+      Defaulting to false keeps the CHOICE Act enhanced-enforcement procedural
+      clauses off until the calling LLM affirmatively establishes covered-
+      employee status (salary > 2x county annual mean wage AND not a health
+      care practitioner). Over-asserting CHOICE Act status risks reciting
+      compliance with procedural prerequisites the employer did not perform.
+    section: AI Analysis
+  - name: choice_act_advance_notice_confirmed
+    type: boolean
+    statutory_compliance_representation: true
+    authority_url: https://openagreements.org/legal/non-compete/florida
+    confirm_note: >-
+      the written right-to-counsel advisal and at least 7-day advance notice were
+      actually given before signing
+    description: >-
+      CONFIRM-BEFORE-SIGNING: set true ONLY if a human has verified that the
+      CHOICE Act pre-execution compliance steps actually occurred — the covered
+      employee was advised, in writing, of the right to seek counsel, and was
+      given at least 7 days' advance notice of the proposed agreement (Fla. Stat.
+      section 542.45(2)(a), (3); see the OpenAgreements Florida non-compete
+      reference card at https://openagreements.org/legal/non-compete/florida,
+      which keeps the current statute links). This is a statutory-compliance
+      representation: its truth is a precondition to CHOICE Act enforceability,
+      so setting it true asserts a past fact that must really have happened. This
+      recital applies only to a covered employee; when it applies and this is
+      false (the default), the counsel-advisal-and-notice recital renders
+      followed by a yellow-highlighted "[CONFIRM before signing: …]" bracket and
+      a matching item on the page-one confirmation notice — the clause is never
+      silently dropped. The calling LLM MUST ask the human to confirm the advisal
+      and 7-day notice were given before setting this true. Not shown as a
+      cover-term row.
+    default: 'false'
+    default_value_rationale: >-
+      Conservative default false: the counsel-advisal/advance-notice recital is
+      a past-tense representation of real-world statutory compliance the employer
+      must actually have performed. Defaulting to false keeps the recital
+      flagged with a highlighted CONFIRM bracket (rather than asserting clean
+      compliance) until a human affirmatively confirms the advisal and 7-day
+      notice were given, avoiding an accidental false representation.
+    section: AI Analysis
+  - name: garden_leave_included
+    type: boolean
+    description: >-
+      Whether a covered garden leave agreement (Fla. Stat. section 542.43(5),
+      up-to-4-year notice period) is paired with the covered-employee
+      non-compete. Gates the CHOICE Act garden-leave day-for-day offset clause
+      (Fla. Stat. section 542.45(2)(c)). AI-only field that drives conditional
+      gating. Not shown as a cover-term row.
+    default: 'false'
+    default_value_rationale: >-
+      Default false: the employer elects garden leave affirmatively. The
+      garden-leave clause is meaningful only on the CHOICE Act covered-employee
+      track and is omitted unless garden leave is actually structured.
+    section: AI Analysis
+  - name: garden_leave_notice_duration
+    type: string
+    description: >-
+      Length of the covered garden leave notice period (e.g. "6 months",
+      "1 year"). Under Fla. Stat. section 542.43(5) a covered garden leave
+      agreement may provide for up to, but no more than, 4 years of advance
+      notice; after the first 90 days of the notice period the employee need not
+      provide services. Shown in Cover Terms and recited in the garden-leave
+      clause when garden_leave_included is true. The non-compete Restricted
+      Period is reduced day-for-day by the nonworking portion of this period
+      (section 542.45(2)(c)).
+    display_label: Garden Leave Notice Period
+    default: 6 months
+    default_value_rationale: >-
+      6 months is a moderate notice period well within the section 542.43(5)
+      4-year statutory ceiling. The employer should set this to the actual
+      negotiated notice period; it must not exceed 4 years.
+    section: Garden Leave
+  - name: covenant_relationship_type
+    type: enum
+    description: >-
+      The relationship the non-compete arises from. Selects the presumptively-
+      reasonable duration window under Fla. Stat. section 542.335(1)(d)-(e):
+      employee/agent/contractor (<=6mo reasonable / >2yr unreasonable);
+      distributor/dealer/franchisee/licensee (<=1yr / >3yr); sale of business
+      (<=3yr / >7yr); trade-secret-predicated (<=5yr / >10yr). AI-only field
+      consumed for duration evaluation ONLY; never used to include or omit a
+      clause. Not shown in the output document.
+    options:
+      - employee
+      - distributor_dealer_franchisee_licensee
+      - sale_of_business
+      - trade_secret_predicated
+    default: employee
+    default_value_rationale: >-
+      employee is the most common and most strictly scrutinized window
+      (presumptively reasonable at <=6 months, presumptively unreasonable
+      above 2 years).
+    section: AI Analysis
+  - name: covenant_duration_months
+    type: number
+    description: >-
+      The non-compete Restricted Period length in months, as an integer, for
+      machine-checkable duration evaluation against the Fla. Stat. section
+      542.335(1)(d)-(e) presumption window selected by covenant_relationship_type.
+      AI-only field. Not shown in the output document.
+    default: ''
+    default_value_rationale: >-
+      No conservative default. When empty the duration check is advisory only
+      (the numeric value is required to evaluate the statutory window). The
+      human-readable noncompete_duration string drives the Cover Terms row.
+    section: AI Analysis
+
+  # --- Confidentiality (on cover page, always visible) ---
+  - name: confidentiality_trade_secret_duration
+    type: string
+    description: Duration of confidentiality obligations for trade secrets
+    display_label: Trade Secrets Duration
+    default: Perpetual
+    section: Confidentiality
+  - name: confidentiality_other_duration
+    type: string
+    description: Duration of confidentiality obligations for non-trade-secret information
+    display_label: Other Confidential Information Duration
+    default: 24 months
+    default_value_rationale: >-
+      24 months is common for non-trade-secret confidentiality obligations
+      in employment agreements.
+    section: Confidentiality
+
+  # --- Employee Non-Solicitation ---
+  - name: employee_nonsolicit_included
+    type: boolean
+    description: Whether the employee non-solicitation covenant is included
+    display_label: Employee Non-Solicitation Included
+    default: 'true'
+    section: Employee Non-Solicitation
+  - name: employee_nonsolicit_duration
+    type: string
+    description: Duration of employee non-solicitation restriction
+    display_label: Employee Non-Solicitation Duration
+    default: 12 months
+    default_value_rationale: >-
+      12 months is a common enforceable duration and sits within the
+      Fla. Stat. section 542.335(1)(d) presumptively-reasonable window for
+      former-employee covenants (<=6 months presumed reasonable; >2 years
+      presumed unreasonable).
+    section: Employee Non-Solicitation
+  - name: covered_employee_period
+    type: string
+    description: >-
+      Lookback period for determining which employees are covered by
+      the non-solicitation restriction.
+    display_label: Covered Employee Period
+    default: 12 months
+    default_value_rationale: >-
+      12 months is the most common lookback period for employee
+      non-solicitation scope.
+    section: Employee Non-Solicitation
+
+  # --- Customer Non-Solicitation ---
+  - name: customer_nonsolicit_included
+    type: boolean
+    description: Whether the customer/partner non-solicitation covenant is included
+    display_label: Customer Non-Solicitation Included
+    default: 'true'
+    section: Customer Non-Solicitation
+  - name: customer_nonsolicit_duration
+    type: string
+    description: Duration of customer/partner non-solicitation restriction
+    display_label: Customer Non-Solicitation Duration
+    default: 12 months
+    default_value_rationale: >-
+      12 months sits within the Fla. Stat. section 542.335(1)(d)
+      presumptively-reasonable window for former-employee covenants.
+    section: Customer Non-Solicitation
+  - name: covered_customer_period
+    type: string
+    description: >-
+      Lookback period for determining which customers are covered by
+      the non-solicitation and non-dealing restrictions.
+    display_label: Covered Customer Period
+    default: 12 months
+    default_value_rationale: >-
+      12 months is the most common lookback period for customer
+      non-solicitation scope.
+    section: Customer Non-Solicitation
+
+  # --- Non-Competition ---
+  - name: noncompete_included
+    type: boolean
+    description: >-
+      Whether the non-competition covenant is included. Under Fla. Stat.
+      section 542.335 a non-compete is enforceable when supported by a
+      legitimate business interest and reasonable in time, area, and line of
+      business; this template recites the legitimate-business-interest basis
+      and biases the duration into the presumptively-reasonable window.
+    display_label: Non-Competition Included
+    default: 'false'
+    default_value_rationale: >-
+      Conservative default. Non-competes are the most heavily scrutinized
+      covenant; include only after confirming a Fla. Stat. section
+      542.335(1)(b) legitimate business interest exists, the duration is within
+      the presumptively-reasonable window, and (for a Physician) the section
+      542.336 specialty-monopoly carve-out is addressed.
+    section: Non-Competition
+  - name: noncompete_duration
+    type: string
+    description: Duration of non-competition restriction
+    display_label: Non-Competition Duration
+    default: 12 months
+    default_value_rationale: >-
+      12 months sits within the Fla. Stat. section 542.335(1)(d)
+      presumptively-reasonable window for former-employee covenants (<=6 months
+      presumed reasonable; >2 years presumed unreasonable). The tool should not
+      default to a presumptively-unreasonable term.
+    section: Non-Competition
+  - name: territory
+    type: string
+    description: Geographic scope of the non-competition restriction
+    display_label: Restricted Territory
+    default: the geographic area in which Employee provided services
+    default_value_rationale: >-
+      Tied to the employee's actual service area. Narrower geographic scope is
+      more readily found reasonable; Florida courts will modify rather than
+      void an overbroad territory under Fla. Stat. section 542.335(1)(c).
+    section: Non-Competition
+  - name: competitive_business_definition
+    type: string
+    description: >-
+      Description of the business activities that constitute competition
+      with the employer.
+    display_label: Competitive Business
+    section: Non-Competition
+  - name: specified_competitors
+    type: string
+    description: >-
+      Optional named list of specific competitors. Narrowing the restriction
+      to named competitors strengthens enforceability.
+    display_label: Specified Competitors
+    default: ''
+    section: Non-Competition
+
+  # --- No Business with Covered Customers (conditional) ---
+  - name: nondealing_included
+    type: boolean
+    description: >-
+      Whether the no-business-with-covered-customers covenant is included.
+    display_label: No Business with Covered Customers Included
+    default: 'false'
+    section: No Business with Covered Customers
+  - name: nondealing_duration
+    type: string
+    description: Duration of the no-business-with-covered-customers restriction
+    display_label: No Business with Covered Customers Duration
+    default: 12 months
+    section: No Business with Covered Customers
+
+  # --- Passive Public Holdings ---
+  - name: passive_public_holdings_threshold
+    type: string
+    description: >-
+      Maximum ownership percentage of publicly traded securities permitted
+      under the Passive Public Holdings carveout.
+    display_label: Passive Public Holdings Threshold
+    default: five percent
+    default_value_rationale: >-
+      Five percent of any class of publicly traded securities is the standard
+      passive investment carveout across restrictive covenant agreements.
+    section: Definitions
+
+  # --- Non-Investment (conditional) ---
+  - name: noninvestment_included
+    type: boolean
+    description: >-
+      Whether the non-investment covenant is included.
+    display_label: Non-Investment Included
+    default: 'false'
+    section: Non-Investment
+  - name: noninvestment_duration
+    type: string
+    description: Duration of non-investment restriction
+    display_label: Non-Investment Duration
+    default: 12 months
+    section: Non-Investment
+
+  # --- Non-Disparagement ---
+  - name: nondisparagement_duration
+    type: string
+    description: Duration of non-disparagement obligation (measured from termination)
+    display_label: Non-Disparagement Duration
+    default: 24 months
+    default_value_rationale: >-
+      24 months is common for employment non-disparagement provisions.
+    section: Non-Disparagement
+
+  # --- Document Management ---
+  - name: cloud_drive_id
+    type: string
+    description: Optional document-system URI or file ID for execution copy traceability
+    display_label: Cloud Drive ID
+    section: Document Management
+  - name: cloud_drive_id_footer
+    type: string
+    description: Internal computed footer text for document-system traceability
+    default: ''
+    section: Document Management
+priority_fields:
+  - employer_name
+  - employee_name