THIS SUBCONTRACTOR NON-COMPETE AGREEMENT ("Agreement") is made as of the date above, by and between the two parties indicated above, the Company (Liz Theresa) and the Subcontractor.
The Company and Subcontractor desire to set forth in writing the terms and conditions of their agreements and understandings.
NOW, THEREFORE, in consideration of the foregoing, of the mutual promises herein contained, and of other good and valuable consideration, the receipt and sufficiency of which are hereby acknowledged, the parties hereto, intending legally to be bound, hereby agree as follows:
1. Covenants Against Competition.
Subcontractor acknowledges that the services to be rendered to Company have a significant and material value to Company, the loss of which cannot adequately be compensated by damages alone. In view of the significant and material value to Company of the services of Subcontractor for which Company has employed Subcontractor; and the confidential information obtained by or disclosed to Subcontractor as a Subcontractor of Company; and as a material inducement to Company to employ Subcontractor and to pay to Subcontractor compensation for such services to be rendered for Company by Subcontractor (it being understood and agreed by the parties hereto that such non-competition shall also be paid for and received in consideration hereof), Subcontractor covenants and agrees as follows:
A. During Subcontractor's employment by Company and after the Subcontractor ceases to be working with the Company, the Subcontractor may not solicit business or sales from any customer, client, or account of the Company with which Subcontractor has had any contact during the term of employment. If Subcontractor has a pre-existing relationship with a Client who is newly acquired by the Company, Subcontractor is allowed to work with this Client independent of the Company so long as the work he is doing is not in direct competition with the specific type of work for which the Client has already hired the Company. Should the relationship between Company and Subcontractor cease to exist for any reason, the Subcontractor may not enter a business relationship with any client of the Company for a period of three years.
B. During employment and thereafter, Subcontractor shall not disclose to anyone any Confidential Information. For the purposes of this Agreement, "Confidential Information" shall include any of Company's confidential, proprietary or trade secret information that is disclosed to Subcontractor or Subcontractor otherwise learns in the course of employment such as, but not limited to, business plans, customer lists, passwords (of the Company's, its clients', and its customers'), financial statements, software diagrams, flow charts and product plans.
2. At Will.
Subcontractor acknowledges that Subcontractor's employment is "at will", subject to applicable law, and that either Company or Subcontractor may terminate employment at any time, with notice, for any reason or no reason whatsoever. Nothing in this Agreement shall constitute a promise of employment for any particular duration or rate of pay.
3. Accounting for Profits.
Subcontractor covenants and agrees that, if Subcontractor shall violate any covenants or agreements hereof, Company shall be entitled to an accounting and repayment of all profits, compensation, commissions, remunerations or benefits which Subcontractor directly or indirectly has realized and/or may realize as a result of, growing out of or in connection with any such violation; such remedy shall be in addition to and not in limitation of any injunctive relief or other rights or remedies to which Company is or may be entitled at law or in equity or under this Agreement.
4. Reasonableness of Restrictions.
Subcontractor has carefully read and considered the provisions and, having done so, agrees that the restrictions set forth therein are fair and reasonable and are reasonably required for the protection of the interests of Company.
5. Burden and Benefit.
This Agreement shall be binding upon, and shall inure to the benefit of, Company and Subcontractor, and their respective heirs, personal and legal representatives, successors, and assigns.
If any one or more of the provisions hereof becomes unenforceable or invalid, this shall not affect the validity and enforceability of the other provisions.
As used herein, the term "Company" shall include any corporation which is at any time a parent, partner, or subsidiary of Company.
8. Entire Agreement.
This Agreement contains the entire agreement and understanding by and between Company and Subcontractor with respect to the covenant against competition herein referred to, and no representations, promises, agreements or understandings, written or oral, not herein contained shall be of any force or effect. No change or modification hereof shall be valid or binding unless the same is in writing and signed by the party intended to be bound.
9. No Waiver.
No waiver of any provision of this Agreement shall be valid unless the same is in writing and signed by the party against whom such waiver is sought to be enforced; moreover, no valid waiver of any provision of this Agreement at any time shall be deemed a waiver of any other provision of this Agreement at such time or will be deemed a valid waiver of such provision at any other time.
The headings used herein are for the convenience of the parties only and shall not be used to define, enlarge or limit any term of this Agreement.
Subcontractor acknowledges acceptance upon signing this form and submitting it. Because this contract was written by the Company, the Company already agrees to its terms.