This Non-Compete Agreement ("Agreement"), dated , shall constitute prohibiting a party from sharing certain confidential and proprietary information and trade secrets (“Confidential Information”) relating to the business of Brandifi LLC (“Non-Compete Holder”) and (“Recipient”) and collectively the Non-Compete Holder and Recipient shall be referred to as the “Parties”, hereinafter agree to the following:
Recipient shall strictly maintain the confidentiality of the Proprietary Information. Proprietary information may be shared between the Parties for use in scoping, estimating, and completing projects as well as for the everyday business practices for the Non-Compete Holder and its clients/customers.
Beginning on and through the Time Period mentioned in Section 3 herein, the Recipient shall not:
Engage in business activity, whether paid or non-paid, with a competitor of the Non-Compete Holder that provides a similar product or service.
The jurisdiction of this Agreement shall cover the areas of Worldwide.
6. Confidential Information
As used herein “Confidential Information” shall mean any and all technical and non-technical information provided by the Non-Compete Holder, including but not limited to: data or other proprietary information relating to products, inventions, plans, methods, processes, know-how, developmental or experimental work, computer programs, databases, authorship, customer lists (including the names, buying habits or practices of any clients), the names of vendors or suppliers, marketing methods, reports, analyses, business plans, financial information, statistical information, or any other subject matter pertaining to any business of the Non-Compete Holder or any it’s respective clients, consultants, or licensees that is disclosed to the Recipient under the terms of this Agreement.
7. Permitted Disclosure
Confidential Information does not include information which:
Has become generally known to the public through no wrongful act by the Recipient;
Has been rightfully received by Recipient from a third party without restriction on disclosure and without breach of an obligation of confidentiality running either directly or indirectly to the Recipient;
Has been approved for release to the general public by written authorization of the Non-Compete Holder;
Has been disclosed pursuant to the requirement of a governmental agency or a court of law without similar restrictions or other protections against public disclosure; or,
Has been independently developed by the Recipient without use, directly or indirectly of the Non-Compete Holder's Confidential Information.
Recipient acknowledges that it will have access to the Non-Compete Holder's Confidential Information and agrees that it shall not directly or indirectly divulge, disclose or communicate any of the Confidential Information to any third party, except as may be required in the course of any formal business association or dealings with the Non-Compete Holder and in any event, only with the prior written approval of the Non-Compete Holder. The Recipient acknowledges that no license of the Confidential Information, by implication or otherwise, is granted to the Recipient by reason of this Agreement. Additionally, the Recipient acknowledges that it may only use the Confidential Information in connection with its business dealings with the Non-Compete Holder and for no other purpose without the prior written consent of the Non-Compete Holder. The Recipient further agrees that all Confidential Information, including without limitation any documents, files, reports, notebooks, samples, lists, correspondence, software, or other written or graphic records provided by the Non-Compete Holder or produced using the Non-Compete Non-Compete Holder's Confidential Information, will be held strictly confidential and returned upon request to the Non-Compete Holder. The term of this Agreement will be ongoing as long as the Parties are working together in any formal capacity. The conditions of this Agreement shall survive the termination of this Agreement.
9. Consultants and Employees Bound
Recipient agrees to disclose the Confidential Information to any agents, affiliates, directors, officers or any other employees (collectively, the “Employees”) solely on a need-to-know basis and represents that such Employees have signed appropriate non-compete agreements or taken appropriate measures imposing on such Employees a duty to third parties (1) to hold any third party proprietary information received by such Employees in the strictest confidence, (2) not to disclose such third party Confidential Information to any other third party, and (3) not to use such Confidential Information for the benefit of anyone other than to whom it belongs, without the prior express written authorization of the Non-Compete Holder.
10. Return of Materials
Upon termination or expiration of the Agreement, or upon written request of the Non-Compete Holder, the Recipient shall promptly return to the Non-Compete Holder all documents and other tangible materials representing the Non-Compete Holder's Confidential Information and all copies thereof. The Non-Compete Holder shall notify immediately the Recipient upon discovery of any loss or unauthorized disclosure of the Confidential Information.
Should the Recipient breach any of the provisions of this Agreement by unauthorized use, or by disclosure of the Confidential Information to any unauthorized third party to the Non-Compete Holder's detriment or damage, the Recipient agrees to reimburse the Non-Compete Holder for any loss or expense incurred by the Non-Compete Holder as a result of such use or unauthorized disclosure or attempted disclosure, including without limitation court costs and reasonable attorney’s fees incurred by the Non-Compete Holder in enforcing the provisions hereof. Recipient further agrees that any unauthorized use of or disclosure of the Confidential Information will result in irreparable damage to the Non-Compete Holder and that the Non-Compete Holder shall be entitled to an award by any court of competent jurisdiction of a temporary restraining order and/or preliminary injunction against such unauthorized use or disclosure by the Recipient without the need to post a bond. Such remedies, however, shall not be deemed to be the exclusive remedies for any breach of this Agreement but shall be in addition to all other remedies available at law or equity.
12. Choice of Law
This Agreement shall be governed by and construed in accordance with the laws of the State of Georgia without reference to its conflicts of laws principles. Any disputes arising from or related to the subject matter of this Agreement shall be heard in a court of appropriate jurisdiction of the Non-Compete Holder's principal office and the parties hereby consent to the personal jurisdiction and venue of these courts. If any provisions of this Agreement or its applications is held to be invalid, illegal or unenforceable in any respect, the validity, legality or enforceability of any other provisions and applications herein shall not in any way be affected or impaired.
13. Entire Agreement
This Agreement represents the entire agreement of the parties and may only be modified by signature by both parties hereto.
In Witness Whereof, the parties hereto have agreed and signed this Agreement on the undersigned date.
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Signed by Nicole Martinez Signed On: August 4, 2020
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Document Name: NON-COMPETE AGREEMENT
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