open-agreements 0.7.5 → 0.7.7

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

@@ -6,37 +6,41 @@ description: >-
   confidentiality, non-disparagement). Incorporates Wyo. Stat. section 1-23-108
   (SF 107, 2025) pathway gating for non-compete-adjacent covenants. Drafted as
   a starting point for licensed counsel review.
-source_url: https://github.com/open-agreements/open-agreements/tree/main/templates/openagreements-restrictive-covenant-wyoming
+source_url: https://github.com/open-agreements/open-agreements/tree/main/content/templates/openagreements-restrictive-covenant-wyoming
 version: '2.0'
 license: CC-BY-4.0
 allow_derivatives: true
 attribution_text: >-
   Authored by OpenAgreements contributors. Wyoming-specific analysis informed
-  by publicly available commentary from Am Law firms including Ogletree Deakins,
-  Fisher Phillips, Littler Mendelson, Foley & Lardner, Faegre Drinker, and
-  Vinson & Elkins. See practice note for sources. Licensed under CC BY 4.0.
+  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: 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: Wyoming
     section: Legal
 
@@ -52,26 +56,53 @@ fields:
       - 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; absent that signal, Other avoids
+      asserting a statutory pathway that may not apply.
     section: AI Analysis
-  - name: restriction_pathways
+  - name: applicable_noncompete_exceptions
     type: string
     description: >-
-      Wyoming restriction pathway(s) under Wyo. Stat. section 1-23-108.
-      AI-only field that drives memo warnings and conditional gating.
-      Not shown in the output document. Options: Executive or Management
-      Personnel, Trade Secret Protection, None.
+      Applicable statutory exception(s) under Wyo. Stat. section 1-23-108
+      that would permit an otherwise-prohibited non-compete-adjacent
+      covenant. AI-only field that drives memo warnings and conditional
+      gating. Not shown in the output document. Options: Executive or
+      Management Personnel, Trade Secret Protection, Training Cost
+      Recovery, Sale of Business, None.
     default: None
     section: AI Analysis
+  - name: restrictive_covenant_entered_after_employment_started
+    type: boolean
+    description: >-
+      Whether the restrictive covenant is signed AFTER the employee already
+      started working (post-hire) vs at or before the first day of employment
+      (at-hire). Wyoming case law (Brown v. Best Home Health & Hospice,
+      2021 WY 83) requires separate consideration beyond continued employment
+      for post-hire restrictive covenants. AI-only field that drives memo
+      warnings and conditional drafting of the separate-consideration recital.
+      Not shown in the output document.
+    default: 'true'
+    default_value_rationale: >-
+      Defaulting to post-hire (true) is the conservative posture: it triggers
+      the separate-consideration recital required by Brown. If the covenant
+      is genuinely at-hire, the calling LLM should set this to false to
+      suppress the recital.
+    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
@@ -82,11 +113,13 @@ fields:
   - 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 the most common enforceable duration. Mayer Brown guidance
@@ -97,6 +130,7 @@ fields:
     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
@@ -107,11 +141,13 @@ fields:
   - 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 is the most common enforceable duration. Compass Minerals uses
@@ -122,6 +158,7 @@ fields:
     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
@@ -134,15 +171,25 @@ fields:
     description: >-
       Whether the non-competition covenant is included. Requires a lawful
       restriction pathway under Wyo. Stat. section 1-23-108.
+    display_label: Non-Competition Included
     default: 'false'
     default_value_rationale: >-
-      Wyo. Stat. section 1-23-108 voids most non-compete covenants. The
-      drafter must affirmatively include this covenant only when a statutory
-      pathway applies.
+      Wyo. Stat. section 1-23-108 (SF 107, 2025; effective July 1, 2025)
+      voids covered non-compete covenants unless a statutory exception
+      applies: (1) purchase and sale of a business or business assets,
+      (2) protection of trade secrets as defined by W.S. 6-3-501(a)(xi),
+      (3) recovery of relocation, education, and training expenses within
+      the statute's tenure-based caps, or (4) executive and management
+      personnel and officers / employees who constitute professional staff
+      to executive and management personnel. Physician practice restrictions
+      are separately void under subsection (b), not a permitted pathway.
+      The drafter must include this covenant only after documenting the
+      applicable pathway in the agreement.
     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 is the most common enforceable duration. Hassler v. Circle C
@@ -152,6 +199,7 @@ fields:
   - 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 scope improves
@@ -162,12 +210,14 @@ fields:
     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
 
@@ -177,11 +227,13 @@ fields:
     description: >-
       Whether the no-business-with-covered-customers covenant is included.
       Requires a lawful restriction pathway under Wyo. Stat. section 1-23-108.
+    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
 
@@ -191,6 +243,7 @@ fields:
     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
@@ -204,11 +257,13 @@ fields:
     description: >-
       Whether the non-investment covenant is included. Requires a lawful
       restriction pathway under Wyo. Stat. section 1-23-108.
+    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
 
@@ -216,6 +271,7 @@ fields:
   - 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.
@@ -225,6 +281,7 @@ fields:
   - 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

package/content/templates/openagreements-restrictive-covenant-wyoming/template.md

@@ -1,145 +1,195 @@
-# Employee Restrictive Covenant Agreement
+---
+template_id: openagreements-restrictive-covenant-wyoming
+layout_id: cover-standard-signature-v1
+style_id: openagreements-default-v1
+outputs:
+  docx: content/templates/openagreements-restrictive-covenant-wyoming/template.docx
+document:
+  title: Employee Restrictive Covenant Agreement
+  label: OpenAgreements Employee Restrictive Covenant (Wyoming)
+  version: "2.0"
+  license: Free to use under CC BY 4.0
+  include_cloud_doc_line: true
+  defined_term_highlight_mode: definition_site_only
+  cover_row_height: 317
+sections:
+  cover_terms:
+    section_label: Cover Terms
+    heading_title: Cover Terms
+  standard_terms:
+    section_label: Standard Terms
+    heading_title: Standard Terms
+  signature:
+    section_label: Signature Page
+    heading_title: Signatures
+---
 
-OpenAgreements Employee Restrictive Covenant (Wyoming) (v2.0). Free to use under CC BY 4.0.
+# Employee Restrictive Covenant Agreement
 
 ## Cover Terms
 
 The terms below are incorporated into and form part of this agreement.
 
-| Term | Value |
-|------|-------|
-| **Employer** | {employer_name} |
-| **Employee** | {employee_name} |
-| **Employee Title / Position** | {employee_title} |
-| **Effective Date** | {effective_date} |
-| **Governing Law** | {governing_law} |
-| **Confidentiality** | |
-| *Confidentiality — Trade Secrets Duration* | {confidentiality_trade_secret_duration} |
-| *Confidentiality — Other Confidential Information Duration* | {confidentiality_other_duration} |
-| **Employee Non-Solicitation** | |
-| *Employee Non-Solicitation — Duration* | {employee_nonsolicit_duration} |
-| **Customer Non-Solicitation** | |
-| *Customer Non-Solicitation — Duration* | {customer_nonsolicit_duration} |
-| **Non-Competition** | |
-| *Non-Competition — Duration* | {noncompete_duration} |
-| *Non-Competition — Restricted Territory* | {territory} |
-| *Non-Competition — Competitive Business* | {competitive_business_definition} |
-| *Non-Competition — Specified Competitors* | {specified_competitors} |
-| **No Business with Covered Customers** | |
-| *No Business with Covered Customers — Duration* | {nondealing_duration} |
-| **Non-Investment** | |
-| *Non-Investment — Duration* | {noninvestment_duration} |
-| **Non-Disparagement** | |
-| *Non-Disparagement — Duration* | {nondisparagement_duration} |
-
+| Kind | Label | Value | Show When |
+| --- | --- | --- | --- |
+| row | Employer | {employer_name} | always |
+| row | Employee | {employee_name} | always |
+| row | Employee Title / Position | {employee_title} | employee_title |
+| row | Effective Date | {effective_date} | always |
+| row | Governing Law | {governing_law} | always |
+| group | Confidentiality |  | always |
+| subrow | Trade Secrets Duration | {confidentiality_trade_secret_duration} | always |
+| subrow | Other Confidential Information Duration | {confidentiality_other_duration} | always |
+| group | Employee Non-Solicitation |  | employee_nonsolicit_included |
+| subrow | Duration | {employee_nonsolicit_duration} | employee_nonsolicit_included |
+| group | Customer Non-Solicitation |  | customer_nonsolicit_included |
+| subrow | Duration | {customer_nonsolicit_duration} | customer_nonsolicit_included |
+| group | Non-Competition |  | noncompete_included |
+| subrow | Duration | {noncompete_duration} | noncompete_included |
+| subrow | Restricted Territory | {territory} | noncompete_included |
+| subrow | Competitive Business | {competitive_business_definition} | noncompete_included |
+| subrow | Specified Competitors | {specified_competitors} | noncompete_included |
+| group | No Business with Covered Customers |  | nondealing_included |
+| subrow | Duration | {nondealing_duration} | nondealing_included |
+| group | Non-Investment |  | noninvestment_included |
+| subrow | Duration | {noninvestment_duration} | noninvestment_included |
+| group | Non-Disparagement |  | always |
+| subrow | Duration | {nondisparagement_duration} | always |
+
+<!-- oa:section type=standard_terms -->
 ## Standard Terms
 
-### 1. Defined Terms
+<!-- oa:clause id=defined-terms type=definitions -->
+### Defined Terms
 
-1.1 **"Competitive Business"** means the business activities described in Cover Terms under Competitive Business.
+[[Competitive Business]] means the business activities described in Cover Terms under Competitive Business.
 
-1.2 **"Confidential Information"** means non-public information relating to Employer's business, including trade secrets, customer lists, pricing, business processes, technical data, and strategic plans, but excluding information that becomes public through no fault of Employee.
+[[Confidential Information]] means non-public information relating to Employer's business, including trade secrets, customer lists, pricing, business processes, technical data, and strategic plans, but excluding information that becomes public through no fault of Employee.
 
-1.3 **"Covered Customers"** means customers, vendors, referral sources, and business partners with whom Employee had material contact or for whom Employee had responsibility during the {covered_customer_period} before termination of employment.
+[[Covered Customers]] means customers, vendors, referral sources, and business partners with whom Employee had material contact or for whom Employee had responsibility during the {covered_customer_period} before termination of employment.
 
-1.4 **"Covered Employees"** means employees with whom Employee worked or whom Employee managed during the {covered_employee_period} before termination of employment.
+[[Covered Employees]] means employees with whom Employee worked or whom Employee managed during the {covered_employee_period} before termination of employment.
 
-1.5 **"Passive Public Holdings"** means ownership of securities of a publicly traded company representing less than {passive_public_holdings_threshold} of any class of such company’s securities, and interests in diversified mutual funds, index funds, and exchange-traded funds that may hold securities of a Competitive Business.
+[[Passive Public Holdings]] means ownership of securities of a publicly traded company representing less than {passive_public_holdings_threshold} of any class of such company’s securities, and interests in diversified mutual funds, index funds, and exchange-traded funds that may hold securities of a Competitive Business.
 
-1.6 **"Protected Interests"** means Employer's legitimate business interests in its Confidential Information, customer and business-partner relationships, workforce stability, and goodwill.
+[[Protected Interests]] means Employer's legitimate business interests in its Confidential Information, customer and business-partner relationships, workforce stability, and goodwill.
 
-1.7 **"Restricted Period"** means the duration specified in Cover Terms for each covenant, beginning on the date Employee's employment with Employer ends for any reason.
+[[Restricted Period]] means the duration specified in Cover Terms for each covenant, beginning on the date Employee's employment with Employer ends for any reason.
 
-1.8 **"Restricted Territory"** means the geographic area described in Cover Terms under Restricted Territory.
+[[Restricted Territory]] means the geographic area described in Cover Terms under Restricted Territory.
 
-1.9 **"Solicit"** means to directly or indirectly contact, approach, induce, encourage, or provide Confidential Information to any person or entity for the purpose of diverting business away from Employer, but does not include responding to general advertisements or unsolicited inquiries not initiated by Employee.
+[[Solicit]] means to directly or indirectly contact, approach, induce, encourage, or provide Confidential Information to any person or entity for the purpose of diverting business away from Employer, but does not include responding to general advertisements or unsolicited inquiries not initiated by Employee.
 
-1.10 **"Trade Secrets"** has the meaning given in Wyo. Stat. § 6-3-501(a)(xi).
+[[Trade Secrets]] has the meaning given in Wyo. Stat. § 6-3-501(a)(xi).
 
-### 2. Timing and Employee Acknowledgements
+<!-- oa:clause id=timing-and-employee-acknowledgements -->
+### Timing and Employee Acknowledgements
 
 Employee acknowledges that the restrictions in this agreement are reasonable and necessary to protect Employer's Protected Interests. Employee acknowledges having had the opportunity to consult with independent legal counsel before signing this agreement. This agreement is effective as of the Effective Date listed in Cover Terms.
 
-### 3. Confidential Information and Trade Secret Protection
+<!-- oa:clause id=confidential-information-and-trade-secret-protection -->
+### Confidential Information and Trade Secret Protection
 
 Employee must treat all Confidential Information as strictly confidential. Employee must not use or disclose Confidential Information except as required to perform authorized job duties or with Employer's prior written consent. Employee's obligations regarding trade secrets continue in perpetuity. Employee's obligations regarding other Confidential Information continue for the period specified in Cover Terms. Trade secrets are protected under Wyoming law, including Wyo. Stat. § 6-3-501(a)(xi).
 
-### 4. Permitted Disclosures and Protected Conduct
+<!-- oa:clause id=permitted-disclosures-and-protected-conduct -->
+### Permitted Disclosures and Protected Conduct
 
 Nothing in this agreement prohibits Employee from: (a) reporting possible violations of law to any government agency, including the Securities and Exchange Commission, the Equal Employment Opportunity Commission, the Occupational Safety and Health Administration, or any other federal, state, or local agency; (b) making disclosures protected under whistleblower provisions of any law; (c) discussing wages, hours, or other terms and conditions of employment as protected by applicable law; (d) testifying truthfully in legal proceedings; or (e) filing a sealed complaint in court using Confidential Information without liability. Pursuant to the Defend Trade Secrets Act (18 U.S.C. § 1833(b)), Employee may not be held criminally or civilly liable for disclosing a trade secret in confidence to a government official or attorney solely for the purpose of reporting or investigating a suspected violation of law, or in a sealed court filing.
 
-### 5. Return, Deletion, and Certification of Company Property
+<!-- oa:clause id=return-deletion-and-certification-of-company-property -->
+### Return, Deletion, and Certification of Company Property
 
 Upon termination of employment, Employee must promptly return to Employer all documents, devices, files, credentials, and other materials containing or relating to Confidential Information. Where permitted, Employee must permanently delete electronic copies of Confidential Information from personal devices and accounts. Employee must certify compliance with this section in writing upon Employer's request.
 
-### 6. Non-Solicitation of Employees
+<!-- oa:clause id=non-solicitation-of-employees when=employee_nonsolicit_included omitted="[Intentionally Omitted.]" -->
+### Non-Solicitation of Employees
 
 During the Restricted Period, Employee must not Solicit, recruit, hire, or attempt to hire any Covered Employee. This restriction does not prohibit Employee from providing a professional reference upon request or from hiring a person who responds to a general advertisement not directed specifically at Employer's employees.
 
-### 7. Non-Solicitation of Customers, Vendors, Referral Sources, and Business Partners
+<!-- oa:clause id=non-solicitation-of-customers-vendors-referral-sources-and-business-partners when=customer_nonsolicit_included omitted="[Intentionally Omitted.]" -->
+### Non-Solicitation of Customers, Vendors, Referral Sources, and Business Partners
 
 During the Restricted Period, Employee must not Solicit the business of any Covered Customer. Practitioner sources flag uncertainty about whether Wyo. Stat. § 1-23-108 could reach certain non-solicitation provisions depending on how they function.
 
-### 8. No Business with Covered Customers
+<!-- oa:clause id=no-business-with-covered-customers when=nondealing_included omitted="[Intentionally Omitted.]" -->
+### No Business with Covered Customers
 
 During the Restricted Period, Employee must not accept, service, or do business with any Covered Customer, regardless of whether Employee or the Covered Customer first initiated contact. This restriction is broader than non-solicitation because it applies even if the Covered Customer approaches Employee. If the Cover Terms indicate that this restriction applies, it requires a lawful restriction pathway under Wyo. Stat. § 1-23-108.
 
-### 9. Non-Competition
+<!-- oa:clause id=non-competition when=noncompete_included omitted="[Intentionally Omitted.]" -->
+### Non-Competition
 
 During the Restricted Period, Employee must not engage in, be employed by, consult for, or have an active ownership interest in any Competitive Business within the Restricted Territory. This covenant is included only because the restriction pathway specified by Employer supports its enforceability under Wyo. Stat. § 1-23-108. Passive Public Holdings are permitted.
 
-### 10. Non-Investment
+<!-- oa:clause id=non-investment when=noninvestment_included omitted="[Intentionally Omitted.]" -->
+### Non-Investment
 
 During the Restricted Period, Employee must not acquire or hold any active ownership interest in, serve as a director, officer, manager, or advisor to, or have material economic participation in any Competitive Business. This restriction primarily targets active or material ownership in private competitors. Passive Public Holdings are permitted. This covenant requires a lawful restriction pathway under Wyo. Stat. § 1-23-108.
 
-### 11. Non-Disparagement
+<!-- oa:clause id=non-disparagement -->
+### Non-Disparagement
 
 During the Restricted Period specified in Cover Terms for Non-Disparagement, Employee must not make statements that are intended to or reasonably likely to disparage Employer, its officers, directors, employees, products, or services. This section does not restrict Employee from making truthful statements in legal proceedings, providing truthful testimony, making disclosures to government agencies, or exercising rights protected by law.
 
-### 12. Physician-Specific Rights and Notices
+<!-- oa:clause id=physician-specific-rights-and-notices -->
+### Physician-Specific Rights and Notices
 
 If Employee is a physician, then notwithstanding any other provision of this agreement, Wyo. Stat. § 1-23-108(b) preserves other enforceable provisions of this agreement even if a non-compete provision is void. A physician Employee with patients diagnosed with rare disorders (as defined by the National Organization for Rare Disorders) may notify those patients of their new practice location without liability under this agreement.
 
-### 13. No Conflicting Obligations
+<!-- oa:clause id=no-conflicting-obligations -->
+### No Conflicting Obligations
 
 Employee represents that performing duties for Employer and complying with this agreement does not conflict with any prior agreement, court order, or legal obligation binding on Employee. Employee must promptly disclose to Employer any potential conflict that arises during employment.
 
-### 14. Notice to Future Employers and Other Third Parties
+<!-- oa:clause id=notice-to-future-employers-and-other-third-parties -->
+### Notice to Future Employers and Other Third Parties
 
 Employer may disclose the existence and terms of this agreement to any prospective employer or business associate of Employee if Employer has a reasonable belief that Employee may breach this agreement. Employee consents to this disclosure.
 
-### 15. Tolling During Breach
+<!-- oa:clause id=tolling-during-breach -->
+### Tolling During Breach
 
 If Employee breaches any restrictive covenant in this agreement, the Restricted Period for that covenant is extended by one day for each day of the breach, so that the full duration of the restriction runs from the date the breach ends.
 
-### 16. Remedies
+<!-- oa:clause id=remedies -->
+### Remedies
 
 Employee acknowledges that a breach of this agreement may cause Employer irreparable harm for which money damages would be inadequate. Employer may seek injunctive or other equitable relief in addition to any other remedies available at law. If Employer prevails in any action to enforce this agreement, Employee must reimburse Employer's reasonable attorney's fees and costs. Employer does not ask any court to modify, reform, or rewrite any provision of this agreement.
 
-### 17. Enforceability, Severability, and No Reformation Request
+<!-- oa:clause id=enforceability-severability-and-no-reformation-request -->
+### Enforceability, Severability, and No Reformation Request
 
 If any provision of this agreement is found to be unenforceable, the remaining provisions remain in full force and effect. Consistent with Hassler v. Circle C Resources, 2022 WY 28, Employer acknowledges that Wyoming courts may decline to reform overbroad restrictive covenants and may instead void them entirely. Accordingly, this agreement does not include a reformation clause and does not request that any court rewrite its terms. Each restrictive covenant in this agreement is intended to be independently enforceable.
 
-### 18. Survival and Expiration of Each Covenant
+<!-- oa:clause id=survival-and-expiration-of-each-covenant -->
+### Survival and Expiration of Each Covenant
 
 Each restrictive covenant in this agreement survives the termination of Employee's employment for the Restricted Period specified in Cover Terms. Obligations under the Confidential Information and Trade Secret Protection section survive indefinitely to the extent they relate to trade secrets. All other provisions survive to the extent necessary to enforce rights that arose during employment.
 
-### 19. Assignment and Successors
+<!-- oa:clause id=assignment-and-successors -->
+### Assignment and Successors
 
 Employee may not assign this agreement or any rights or obligations under it. Employer may assign this agreement to any affiliate, successor, or acquirer of all or substantially all of Employer's business or assets. This agreement is binding on and inures to the benefit of the parties and their respective heirs, successors, and permitted assigns.
 
-### 20. Governing Law, Venue, and Dispute Process
+<!-- oa:clause id=governing-law-venue-and-dispute-process -->
+### Governing Law, Venue, and Dispute Process
 
 This agreement is governed by the law listed in Cover Terms, including Wyo. Stat. § 1-23-108 for contracts entered into on or after July 1, 2025. Disputes will be resolved in the courts of the Governing Law state, subject to non-waivable rights under applicable law.
 
-### 21. Entire Agreement, Amendment, Waiver, and Electronic Signatures
+<!-- oa:clause id=entire-agreement-amendment-waiver-and-electronic-signatures -->
+### Entire Agreement, Amendment, Waiver, and Electronic Signatures
 
 This agreement constitutes the entire agreement between the parties regarding its subject matter and supersedes all prior agreements, understandings, and negotiations on this subject. This agreement may be amended only in writing signed by both parties. A party's failure to enforce any provision does not waive that party's right to enforce it later. This agreement may be executed in counterparts, including by electronic signature, each of which is an original.
 
+<!-- oa:section type=signature -->
 ## Signatures
 
+<!-- oa:signature-mode arrangement=entity-plus-individual -->
+
 By signing this agreement, each party acknowledges and agrees to the restrictive covenant obligations above. Employee confirms having read and understood each provision, including the Cover Terms.
 
+<!-- oa:signer id=employer kind=entity capacity=through_representative label="Employer" -->
 **Employer**
 
 Signature: _______________
@@ -147,6 +197,7 @@ Print Name: {employer_name}
 Title: _______________
 Date: _______________
 
+<!-- oa:signer id=employee kind=individual capacity=personal label="Employee" -->
 **Employee**
 
 Signature: _______________

package/content/templates/openagreements-stockholder-consent-safe/.template.generated.json

@@ -0,0 +1,74 @@
+{
+  "template_id": "openagreements-stockholder-consent-safe",
+  "layout_id": "traditional-consent-v1",
+  "style_id": "openagreements-default-v1",
+  "output_docx_path": "content/templates/openagreements-stockholder-consent-safe/template.docx",
+  "document": {
+    "title": "ACTION BY WRITTEN CONSENT OF THE STOCKHOLDERS OF {company_name}",
+    "label": "OpenAgreements Stockholder Consent for SAFE Financing",
+    "version": "1.2",
+    "license": "Free to use under CC BY 4.0",
+    "include_cloud_doc_line": false,
+    "defined_term_highlight_mode": "none",
+    "opening_note": "Note: The following resolutions do not cover all matters that may need to be addressed in connection with the SAFE financing. For example, if the Company is concurrently amending its certificate of incorporation, converting outstanding convertible notes, or granting pro rata or information rights pursuant to a side letter, additional resolutions will be needed. Always consult with counsel prior to using this consent.",
+    "opening_recital": "The undersigned stockholders of {company_name}, a Delaware corporation (the \"Company\"), pursuant to Section 228 of the Delaware General Corporation Law, hereby adopt and approve the following resolutions and the taking of the actions referred to in such resolutions, it being agreed that these resolutions will be effective only after such actions have been approved by the Company's Board of Directors to the extent that such actions require the approval of the Company's Board of Directors, provided that such later effectiveness shall not exceed 60 days from the earliest date of delivery of this Action by Written Consent:"
+  },
+  "sections": {
+    "recitals": {
+      "heading_title": "Recitals",
+      "body": "**WHEREAS**, the Company's Board of Directors (the \"Board\") believes it is in the best interest of the Company to enter into one or more Simple Agreements for Future Equity (each, a \"SAFE\"), providing for the sale of rights to future shares of the Company's capital stock for an aggregate purchase amount of up to ${purchase_amount} (the \"SAFE Financing\"); and\n\n**WHEREAS**, after careful consideration, the undersigned stockholders have determined that the terms and conditions of the SAFE Financing are just and equitable and fair as to the Company and that it is in the best interests of the Company and the stockholders of the Company to enter into the SAFE Financing subject to the terms and conditions set forth in each SAFE."
+    },
+    "standard_terms": {
+      "section_label": "Resolutions",
+      "heading_title": "Resolutions",
+      "clauses": [
+        {
+          "id": "approval-of-safe-financing",
+          "heading": "Approval of SAFE Financing",
+          "body": "**RESOLVED**, that each SAFE, in substantially the form presented to the stockholders, be, and it hereby is, approved in all respects;\n\n**RESOLVED FURTHER**, that the officers of the Company be, and each of them hereby is, authorized and directed, for and on behalf of the Company, to execute and deliver each SAFE, and any and all other agreements, certificates or documents required or contemplated by any SAFE or deemed necessary or appropriate in connection therewith, and to take all actions deemed necessary or appropriate to cause the Company's obligations thereunder to be performed; and\n\n**RESOLVED FURTHER**, that the officers of the Company be, and each of them hereby is, authorized and directed, for and on behalf of the Company, to negotiate or otherwise cause such additions, modifications, amendments or deletions to be made to any SAFE, and such other agreements, certificates or documents, as any such officer may approve, and the execution and delivery thereof by such officer shall be deemed conclusive evidence of the approval of any such addition, modification, amendment or deletion."
+        },
+        {
+          "id": "general-authorizing-resolution",
+          "heading": "General Authorizing Resolution",
+          "body": "**RESOLVED**, that the officers of the Company be, and each of them hereby is, authorized and directed, for and on behalf of the Company, to take such further actions and execute such documents as may be necessary or appropriate in order to implement the foregoing resolutions."
+        }
+      ]
+    },
+    "signature": {
+      "mode": "signers",
+      "arrangement": "stacked",
+      "section_label": "Signature Page",
+      "heading_title": "Signatures",
+      "preamble": "This Action by Written Consent shall be filed with the minutes of the proceedings of the Company's stockholders.\n\nThe undersigned have executed this Action by Written Consent as of the date set forth under his or her name below. Any copy, facsimile, .PDF or other reliable reproduction of this Action by Written Consent may be substituted or used in lieu of the original writing for any and all purposes for which the original writing could be used, provided that such copy, facsimile, .PDF or other reproduction be a complete reproduction of the entire original writing.",
+      "signers": [
+        {
+          "id": "stockholder",
+          "label": "Stockholder",
+          "kind": "individual",
+          "capacity": "personal",
+          "rows": [
+            {
+              "id": "signature",
+              "label": "Signature",
+              "value": ""
+            },
+            {
+              "id": "print-name",
+              "label": "Print Name",
+              "value": "{$stockholder.name}"
+            },
+            {
+              "id": "date",
+              "label": "Date",
+              "value": "{effective_date}"
+            }
+          ]
+        }
+      ],
+      "repeat": {
+        "collection_field": "stockholders",
+        "item_name": "stockholder"
+      }
+    }
+  }
+}