Mutual & Compete Agreement
Mutual Non-Disclosure Terms
Form.PersonalInformation.Name(the "Receiving Party") understands that the Hello Houston Organization, LLC (the "Disclosing Party") has disclosed or may disclose information including, without limitation, computer programs, code, algorithms, know-how, formulas, processes, ideas, inventions (whether patentable or not), and other technical, business, financial and product development plans, forecasts, strategies and information, which to the extent previously, presently, or subsequently disclosed to the Form.PersonalInformation.Name, Receiving Party, is hereinafter referred to as "Proprietary Information" of the Disclosing party.
All Proprietary Information shall be protected and safeguarded if it is (a) marked as the Disclosing Party's (Hello Houston Organization, LLC) confidential or proprietary information (or with an equivalent legend) at the time of disclosure, if disclosed in tangible form; or (b) identified as Proprietary Information at the time of disclosure. Notwithstanding the failure of the, Disclosing Party, Hello Houston Organization, LLC, to mark information as confidential or proprietary as described above, information that, by its very nature, or under the particular circumstances of disclosure, should reasonably be understood to be confidential or proprietary, shall be deemed to be Proprietary Information.
In consideration of the parties' discussions and access the Form.PersonalInformation.NameReceiving Party may have to Proprietary Information of the Disclosing Party, Hello Houston Organization, LLC, the Parties hereby agree as follows:
1. The Form.PersonalInformation.Name, Receiving Party agrees (i) to hold the Disclosing Party's, Hello Houston Organization, LLC, Proprietary Information in confidence and to take all necessary precautions to protect such Proprietary Information including, without limitation, all precautions theForm.PersonalInformation.Name, Receiving Party employs with respect to its own confidential materials, (ii) not to divulge any such Proprietary Information or any information derived therefrom to any third person, (iii) not to make any use of such Proprietary Information, except for the below stated purpose, and (iv) not to copy or reverse engineer, or attempt to derive the composition or underlying information of any such Proprietary Information.
2. TheForm.PersonalInformation.Name, Receiving Party agrees that the Proprietary Information shall not be used except for the following purpose:
Mutual agreement for assignment purposes or legal actions during agreed terms that has been permitted.
3. TheForm.PersonalInformation.Name, Receiving Party further agrees to limit the use of and access to the Disclosing Party's, Hello Houston Organization, LLC, Proprietary Information to the Form.PersonalInformation.Name, Receiving Party's employees who need to know such Proprietary Information for said purposes and shall cause such employees to comply with the obligations set forth herein.
4. The Disclosing Party, Hello Houston Organization, LLC, agrees that the foregoing obligations shall not apply with respect to information that (i) was in the possession of the Form.PersonalInformation.NameReceiving Party or known by it prior to receipt from the Disclosing Party,Hello Houston Organization, LLC, or (ii) was rightfully disclosed to the [Name], Receiving Party by another person without restriction, or (iii) was independently developed by the Form.PersonalInformation.Name Receiving Party without access to such Proprietary Information, or (iv) is required to be disclosed pursuant to any statutory or regulatory authority or court order, provided the Form.PersonalInformation.Name, Receiving Party has given the Disclosing Party, Hello Houston Organization, LLC, prompt notice of such requirement and the opportunity to contest it.
5. Immediately upon a request by the Disclosing Party, Hello Houston Organization, LLC, at any time, the Form.PersonalInformation.Name, Receiving Party will turn over to the Disclosing Party, Hello Houston Organization, LLC, all Proprietary Information of the Disclosing Party, Hello Houston Organization, LLC, and all documents or media containing any such Proprietary Information and all copies or extracts thereof and will promptly and permanently delete any Proprietary Information which is electronically or optically recorded or stored.
6. The Form.PersonalInformation.Name, Receiving Party acknowledges and agrees that due to the unique nature of the Disclosing Party's, Hello Houston Organization, LLC, Proprietary Information, there can be no adequate remedy at law for any breach of its obligation hereunder, that any such breach may allow the Form.PersonalInformation.Name, Receiving Party or third parties to unfairly compete with the Disclosing Party resulting in irreparable harm to the Disclosing Party, Hello Houston Organization, LLC, and therefore, that upon any such breach or any threat thereof, the Disclosing Party, Hello Houston Organization, LLC, shall be entitled to seek appropriate equitable relief in addition to whatever remedies it might have at law. The Form.PersonalInformation.NameReceiving Party will notify the Disclosing Party, Hello Houston Organization, LLC, in writing immediately upon the occurrence of any such unauthorized release or other breach. In the event that any of the provisions of this Agreement shall be held by a court or other tribunal of competent jurisdiction to be unenforceable, the remaining portions hereof shall remain in full force and effect.
7. Neither party acquires any intellectual property rights under this Agreement or any disclosure hereunder, except the limited right to use such Proprietary Information in accordance with this Agreement.
8. NO WARRANTIES OF ANY KIND (INCLUDING IMPLIED WARRANTIES OF MERCHANTABILITY OR FITNESS FOR A PARTICULAR PURPOSE) ARE GIVEN WITH RESPECT TO THE PROPRIETARY INFORMATION DISCLOSED OR USED UNDER THIS AGREEMENT, AND NEITHER PARTY SHALL BE LIABLE TO THE OTHER FOR DAMAGES ARISING OUT OF OR CAUSED BY DEFECTS OR DEFICIENCIES IN THE PROPRIETARY INFORMATION OF EITHER PARTY, WHETHER DIRECT, INCIDENTAL, CONSEQUENTIAL OR OTHERWISE.
9. This Agreement supersedes all prior discussions and writings and constitutes the entire agreement between the parties with respect to the subject matter hereof. No waiver or modification of this Agreement will be binding upon either party unless made in writing and signed by a duly authorized representative of such party, and no failure or delay in enforcing any right will be deemed a waiver. The obligations of non-use and non-disclosure shall survive for a period of During active contractual agreement terms. from the date of disclosure of the Proprietary Information. This Agreement shall be governed by the laws of the State of Texas and may be enforced in any court in Texas.
This Non-Compete Agreement (this "Agreement") is made effective as of Form.PersonalInformation.TodaysDate], by and between Hello Houston Organization, LLC, in Houston, Texas and Form.PersonalInformation.Name, of [Form.BusinessInformation.BusinessMailingAddress].
A Business Intensive Session is cater only to Form.PersonalInformation.Name. There will be private key tools that will be discussed during the private this session.
1. NON-COMPETE COVENANT. For a period of 2 years after the effective date of this Agreement, Form.PersonalInformation.Name]. will not directly or indirectly engage in any business that competes with Hello Houston Organization, LLC.
Non-competing with other start-up or existing business owner that is in the same interest of Hello Houston Organization, LLC doing business as Hello Houston Organization, LLC.
Directly or indirectly engaging in any competitive business includes, but is not limited to: (i) providing details of organization operation, (ii) sharing privlidged conversations outside the organization, (iii) soliciting any customer of Hello Houston Organization, LLC for the benefit of a third party that is engaged in such business. Hello Houston Organization, LLC agrees that this non-compete agreement will not adversely affect Form.PersonalInformation.Name's livelihood.
2. NON-SOLICITATION COVENANT. For a period of 2 years after the effective date of this Agreement, Form.PersonalInformation.Name will not directly or indirectly solicit business from, or attempt to sell, license or provide the same or similar products or services as are now provided to, any customer or client of Hello Houston Organization, LLC, nor shall Form.PersonalInformation.Name use Hello Houston Organization, LLC's existing client's demographic and confidential information to solicit and provide quotes and/or transfer business to any competing entity. Further, for a period of as long as the company is operating. after the effective date of this Agreement, Form.PersonalInformation.Name will not directly or indirectly solicit, induce or attempt to induce any employee of Hello Houston Organization, LLC to terminate his or her employment with Hello Houston Organization, LLC.
3. CONSIDERATION. In consideration of the commitments and obligations made by Form.PersonalInformation.Name., Creative Hello Houston Organization, LLC will pay compensation to Form.PersonalInformation.Name in the amount of $7,500.00. This compensation shall be payable in a lump sum 60 days once noncompete agreement is acknowledge and violated.
4. CONFIDENTIALITY. Form.PersonalInformation.Name will not at any time or in any manner, either directly or indirectly, use for the personal benefit of Form.PersonalInformation.Name, or divulge, disclose, or communicate in any manner any information that is proprietary to Hello Houston Organization, LLC. The nature of the information and the manner of disclosure are such that a reasonable person would understand it to be confidential. Form.PersonalInformation.Name will protect such information and treat it as strictly confidential. The obligation of Form.PersonalInformation.Name not to disclose confidential information shall continue for a period of 2 years after the effective date of this Agreement.
5. ENTIRE AGREEMENT. This Agreement contains the entire agreement of the parties regarding the subject matter of this Agreement, and there are no other promises or conditions in any other agreement whether oral or written.
6. SEVERABILITY. The parties have attempted to limit the non-compete provision so that it applies only to the extent necessary to protect legitimate business and property interests. If any provision of this Agreement shall be held to be invalid or unenforceable for any reason, the remaining provisions shall continue to be valid and enforceable. If a court finds that any provision of this Agreement is invalid or unenforceable, but that by limiting such provision it would become valid and enforceable, then such provision shall be deemed to be written, construed, and enforced as so limited.
7. INJUNCTION. It is agreed that if Form.PersonalInformation.Name violates the terms of this Agreement irreparable harm will occur, and money damages will be insufficient to compensate Hello Houston Organization, LLC. Therefore, Hello Houston Organization, LLC will be entitled to seek injunctive relief (i.e., a court order that requires Form.PersonalInformation.Name to comply with this Agreement) to enforce the terms of this Agreement. The prevailing party shall have the right to collect from the other party its reasonable costs and necessary disbursements and attorneys' fees incurred in enforcing this Agreement.
8. APPLICABLE LAW. This Agreement shall be governed by the laws of the State of Texas.
9. CONFLICT RESOLUTION. In the event of a dispute between the parties, the parties hereby also agree that the prevailing party shall be entitled to reasonable attorney fees and costs incurred as a result of the dispute.
10. SIGNATORIES. This Agreement shall be signed by Donette Ross, Director and Shareholder, on behalf of Form.PersonalInformation.Name and by Hello Houston Organization, LLC, Andy Thbio, Owner, on behalf of Hello Houston Organization, LLC. This Agreement is effective as of Form.PersonalInformation.TodaysDate.