Rule 56 places an affirmative duty on the nonmovant to cite to "particular parts of materials in the record" to establish that a particular fact cannot be supported or is genuinely disputed. Fed. R. Civ. P. 56(c)(1); see Chicago Title Ins. Corp. v. Magnunson, 487 F.3d 985, 995 (6th Cir. 2007). District courts need not independently comb through the record and establish that it is bereft of a genuine issue of material fact before granting summary judgment.

Procter & Gamble Co. v. Stoneham, 747 N.E.2d 268, 270 (Ohio Ct. App. 1st Dist. 2000). "A covenant restraining an employee from competing with his former employer upon termination of employment is reasonable if it is [1.] no greater than is required for the protection of the employer, [2.] does not impose undue hardship on the employee, and [3.] is not injurious to the public." Chicago Title Ins. Corp. v. Magnuson, 487 F.3d 985, 991 (6th Cir. 2007) (quoting Raimonde v. Van Vlerah, 42 Ohio St.2d 21, 26 (1975)). "The party seeking to enforce the covenant 'is required to adduce clear and convincing evidence as to each of these factors' in order to prove that the covenant is reasonable."

Our own de novo review applies the same standard and is constrained to the evidence presented to the district court at the time of its decision. See Chicago Title Ins. Corp. v. Magnuson, 487 F.3d 985, 995 (6th Cir. 2007); Weiner v. Klais & Co., 108 F.3d 86, 88-89 (6th Cir. 1997). Consequently, the hiring records, testimony, and admissions that appeared later are of no moment.

The Sixth Circuit has interpreted the repeated conduct factor as requiring "`that the similar reprehensible conduct be committed against various different parties rather than repeated reprehensible acts within the single transaction with the plaintiff.'" Chi. Title Ins. Corp. v. Magnuson, 487 F.3d 985, 1000 (6th Cir. 2007) (quoting Bach v. First Union Nat'l Bank, 149 F. App'x 354, 356 (6th Cir. 2005)). Here, Fastenal argues that this factor is met because, though there was only one sale of goods, the Tri-State Defendants have "continued to reap the benefits of the goods and the information they obtained from Fastenal."

See Romano v. U-Haul Int'l, 233 F.3d 655, 673 (1st Cir. 2000) (defendant's actions were reprehensible where it violated plaintiffs rights and then attempted to conceal the violation); Hopkins v. Dow Corning Corp., 33 F.3d 1116, 1127 (9th Cir. 1994) (punitive damages award was constitutionally permissible where defendant concealed studies relating to product defects); cf. Hawkins v. Allstate Ins. Co., 152 Ariz. 490, 497, 733 P.2d 1073, 1080 (1987) (in calculating "a punitive damage award that is reasonable under the circumstances," the trier-of-fact may consider the "duration of the misconduct, the degree of defendant's awareness of the harm or risk of harm, and any concealment"). ¶ 100 Security Title also argues First American has engaged in similar bad acts elsewhere, citing Chicago Title Insurance Corp. v. Magnuson, 487 F.3d 985 (6th Cir. 2007). In Chicago Title, as here, First American was sued for its conduct in seeking to staff its newly formed Talon division.

The district court's conclusion regarding the enforceability of the agreement is a question of law that this Court reviews de novo. Chi. Title Ins. Corp. v. Magnuson, 487 F.3d 985, 990 (6th Cir. 2007); Zep Mfg. Co. v. Harthcock, 824 S.W.2d 654, 663 (Tex. App. 1992). Under Texas law, "non-disclosure covenants are more readily enforced than non-competition covenants because they are not restraints on trade, do not prevent the employee from making use of the general experience he acquired during his employment, and do not offend public policy."

Accordingly, we do not "'entertain on appeal factual recitations not presented to the district court' when reviewing a district court's decision." Chi. Title Ins. Corp. v. Magnuson, 487 F.3d 985, 995 (6th Cir. 2007) (quoting Guarino v. Brookfield Twp. Trustees, 980 F.2d 399, 404 (6th Cir. 1992)). The "proper focus is on the factual evidence submitted below."

According to Prudential, the agreements containing the clauses constitute valid, enforceable contracts, notwithstanding the district court's conclusion to the contrary. We review questions of contract interpretation de novo. Chi. Title Ins. Corp. v. Magnuson, 487 F.3d 985, 990 (6th Cir. 2007) (citing Golden v. Kelsey-Hayes Co., 73 F.3d 648, 653 (6th Cir. 1996)). The district court focused on the parties' disagreement about whether the agreements locked the interest rates absolutely or merely the spread in finding that there was no meeting of the minds.

The employer bears the burden of proving the reasonableness of the restraint. Chicago Title Ins. Corp. v. Magnuson, 487 F.3d 985, 991 (6th Cir. 2007).

Courts within Ohio have held that non-compete agreements with two-year durations are reasonable. Chicago Title Ins. Corp. v. Magnuson, 487 F.3d 985, 991-92 (6th Cir. 2007) (affirming district court decision that a covenant is reasonable for at least two years); Handel's Enterprises, Inc. v. Schulenburg, No. 4:18CV508, 2018 WL 3077756, at *5 (N.D. Ohio June 22, 2018) (finding two-year non-compete agreement reasonable and enforceable); Life Line Screening of Am., Ltd. v. Calger, 145 Ohio Misc.2d 6, 19, 881 N.E.2d 932, 942 (2006) (observing that “[n]umerous Ohio decisions have upheld contracts calling for two-year periods or longer”).