NON-CIRCUMVENT / NON-DISCLOSURE AGREEMENT

AGREEMENT NOT TO DISCLOSE

“SubContractor” and the Company recognizes and acknowledges that by reason of its contract on a market basis by “SubContractor” and the Company, it has gained access to and acquired knowledge and information with respect present, and future business operations, services, and policies of the “SubContractor” and the Company, its customers, affiliates and other persons which information constitutes confidential business information and/or trade secrets proprietary to the “SubContractor” and the Company. “SubContractor” and the Company further recognizes and acknowledges that the disclosure of such information to anyone not associated or affiliated with the “SubContractor” and the Company would be harmful to the “SubContractor” and the Company. (Such knowledge and information is hereafter collectively referred to as “Proprietary Information”).

(a) to keep secret and confidential and not disclose, divulge or make available to, either directly or indirectly, any Proprietary Information of which "SubContractor" / Vendor has acquired knowledge or information;

(b) not to use any Proprietary Information for “SubContractor” and the Company own benefit or for the benefit of others not associated with the “SubContractor” and the Company;

(c) not to duplicate, remove, transfer, disclose, retainer or utilize, nor allow any other person or entity unaffiliated or unassociated with the “SubContractor” and the Company to duplicate, remove, transfer, disclose, retainer or utilize, in any manner, mode or medium any Proprietary Information; and,

(d) to return to the Company all information and materials relating to the business of “SubContractor” and the Company, including any and all Proprietary Information presently in its possession or control; and,

(e) to purge any Company information presently stored by “SubContractor” and the Company in computers or computer discs to which it has access.

Proprietary Information includes, but is not limited to Company customer lists, Employees, Employees contact information, client lists, subscriber lists, financial, sales and marketing information, product development data or concepts, contracts, business opportunity, agreements, information, methods, service development data or concepts, concepts, ideas, formulations, constructions, structures, technology, patents and know-how associated therewith together with plans, drawings, sketches, and designs and methods of operation, as well as trade secrets and practices and procedures in connection with and incidental to certain wireless technology and the hardware associated with such technology and business practices in connection therewith and advertising and promotional materials in the possession or control of “SubContractor” and the Company. Such information shall be immediately turned over to the Company and “SubContractor” upon termination of mutual NDA agreement.

Proprietary Information may only be disclosed to “SubContractor” personnel, employees, agents, officers and directors on a need to know basis, i.e. one who necessarily requires access to the Proprietary Information for purposes of providing the services required in connection with the Project. Any disclosure other than pursuant to such basis shall be deemed a breach of this Agreement. “SubContractor" and the Company agree that prior to the disclosure to such person of any Proprietary Information, “SubContractor” and the Company shall deliver a copy of this Agreement to such person, shall explain its terms to such person, and shall secure the signature of such person on a letter in the form attached hereto as Exhibit A, which shall be incorporated herein by reference.

AGREEMENT NOT TO COMPETE

(a) Soliciting any of the employees of the Company, “SubContractor” or any affiliate of the Company and “SubContractor” ;


(b) Soliciting any of the employees or other vendors of the Company and “SubContractor” or any affiliate of the Company and “SubContractor” to become employees or vendors of any other person or entity; and,


(c) Soliciting any client, customer, employee or vendor associated with, introduced to or doing business with the Company, and “SubContractor” will not to enter into a business arrangement with a business in competition with the Company and “SubContractor” on a market by market or national “USA” basis that you have been introduced to or worked with while working for the company.

IRREPARABLE HARM FOR BREACH

“SubContractor” and the Company acknowledge and agrees that the breach of any provision of this Agreement will cause injury and damage. Accordingly, “SubContractor” and the Company expressly agree that, in addition to all other remedies available to it, to injunctive and equitable relief to prevent a breach of this Agreement, or any part of it, and to secure its enforcement if “SubContractor” and the Company fail’s to comply or threatens not to comply with this Agreement.

GOVERNING LAW AND FORUMS FOR DISPUTES

This Agreement shall be governed by, construed and enforced in accordance with the laws of the State of Kentucky, as if it were performable in the State of Kentucky. “SubContractor” and the Company each hereby consent to the personal jurisdiction of the Courts of the State of Kentucky, U.S.A., in any action or proceeding relating to said Agreement.

MODIFICATIONS

No variation or modification of this Agreement shall be valid unless in writing and signed by the party to be charged. If any provision or portion of this Agreement shall to any extent be held invalid or unenforceable, the remainder of this Agreement shall remain valid and enforceable to the fullest extent permitted by law. If any portion or provision of this Agreement is held to be unenforceable because of the scope or duration covered by the provision, the parties hereto agree that the Court making the determination shall have the power and discretion to modify the scope, duration, and/or to delete specific words and phrases ("blue-penciling"), and in its reduced or blue-penciled form such provision shall then be enforceable and shall be enforced.

AGREED: ALLTECH
Alltech Professional Services, Inc


By: Keith Burchett - CEO

EXIBIT A

AGREEMENT TO BE BOUND BY AGREEMENT NOT TO COMPETE OR SOLICIT AND TO SAFEGUARD AND TO KEEP CONFIDENTIAL PROPRIETARY INFORMATION.

The undersigned hereby agrees, in accordance with the provisions of the AGREEMENT NOT TO COMPETE OR SOLICIT AND TO SAFEGUARD AND TO KEEP CONFIDENTIAL PROPRIETARY INFORMATION, by and between “SubContractor” and Company dated today to be bound thereby, and further states that he/she/it has read said Order and understands and agrees to the terms and conditions thereof.

AGREED: ALLTECH
Alltech Professional Services, Inc


By: Keith Burchett - CEO
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