The Contractor agrees that during the Contractor’s term of active service agreement with the Company and for a period of six (6) months after the end of that term, the Contractor will not, directly or indirectly, as employee, owner, sole proprietor, partner, director, member, consultant, agent, founder, co-venturer or otherwise, solely or jointly with others engage in any business that is in competition with the business of the Company within any geographic area within 5 km of its primary location in which the Company conducts its business, or give advice or lend credit, money or the Contractor’s reputation to any natural person or business entity engaged in a competing business in any geographic area within 5km of its primary location in which the Company conducts its business.
The Contractor understands and agrees that any attempt on the part of the Contractor to induce other employees or contractors to leave the Company’s contract or employ, or any effort by the Contractor to interfere with the Company’s relationship with its other employees and contractors would be harmful and damaging to the Company. The Contractor agrees that during the Contractor’s term of agreement with the Company and for a period of two (2) years after the end of that term, the Contractor will not in any way, directly or indirectly:
Induce or attempt to induce any employee or contractor of the Company to quit employment or retainer with the Company;
Otherwise interfere with or disrupt the Company’s relationship with its employees and contractors;
Discuss employment opportunities or provide information about competitive employment to any of the Company’s employees or contractors; or
Solicit, entice, or hire away any employee or contractor of the Company for the purpose of an employment opportunity that is in competition with the Company.
This non-solicitation obligation as described in this section will be limited to employees or contractors who were employees or contractors of the Employer during the period that the Contractor was in agreement with the Company.
During the term of the Contractor’s active agreement with the Company, and for two (2) years thereafter, the Contractor will not divert or attempt to divert from the Company any business the Company had enjoyed, solicited, or attempted to solicit, from its customers, prior to termination or expiration, as the case may be, of the Contractor’s agreement with the Company.
Non-Disclosure, Private & Confidential Information
- The Contractor acknowledges that, in any position the Contractor may hold, and as a result of the Contractor’s agreement with the Company, the Contractor will, or may, be making use of, acquiring or adding to information which is confidential to the Company (the "Confidential Information") and the Confidential Information is the exclusive property of the Company.
- The Confidential Information will include all data and information relating to the business and management of the Company, including but not limited to, proprietary and trade secret technology and accounting records to which access is obtained by the Contractor, including Work Product, Computer Software, Other Proprietary Data, Business Operations, Marketing and Development Operations, Strategy and Customer Information.
- The Confidential Information will also include any information that has been disclosed by a third party to the Company and is governed by a non-disclosure agreement entered into between that third party and the Company.
- The Confidential Information will not include information that:
- Is generally known in the industry of the Company;
- Is now or subsequently becomes generally available to the public through no wrongful act of the Contractor;
- Was rightfully in the possession of the Contractor prior to the disclosure to the Contractor by the Company;
- Is independently created by the Contractor without direct or indirect use of the Confidential Information; or
- The Contractor rightfully obtains from a third party who has the right to transfer or disclose it.
- The Confidential Information will also not include anything developed or produced by the Contractor during the Contractor’s term of agreement with the Company, including but not limited to, any intellectual property, process, design, development, creation, research, invention, know-how, trade name, trade-mark or copyright that:
- Was developed without the use of equipment, supplies, facility or Confidential Information of the Company;
- Was developed entirely on the Contractor’s own time;
- Does not result from any work performed by the Contractor for the Company; and
- Does not relate to any actual or reasonably anticipated business opportunity of the Company.
Duties and Obligations Concerning Confidential Information
- The Contractor agrees that a material term of the Contractor’s contract with the Company is to keep all Confidential Information absolutely confidential and protect its release from the public. The Contractor agrees not to divulge, reveal, report or use, for any purpose, any of the Confidential Information which the Contractor has obtained or which was disclosed to the Contractor by the Company as a result of the Contractor’s agreement with the Company. The Contractor agrees that if there is any question as to such disclosure then the Contractor will seek out Executive management of the Company prior to making any disclosure of the Company’s information that may be covered by this Agreement.
- The Contractor agrees and acknowledges that the Confidential Information is of a proprietary and confidential nature and that any disclosure of the Confidential Information to a third party in breach of this Agreement cannot be reasonably or adequately compensated for in money damages, would cause irreparable injury to Company, would gravely affect the effective and successful conduct of the Company’s business and goodwill, and would be a material breach of this Agreement.
- The obligations to ensure and protect the confidentiality of the Confidential Information imposed on the Contractor in this Agreement and any obligations to provide notice under this Agreement will survive the expiration or termination, as the case may be, of this Agreement and will continue for a period of five (5) years from the date of such expiration or termination.
- The Contractor may disclose any of the Confidential Information:
- To a third party where the Company has consented in writing to such disclosure; and
- To the extent required by law or by the request or requirement of any judicial, legislative, administrative or other governmental body.
- If the Contractor loses or makes unauthorized disclosure of any of the Confidential Information, the Contractor will immediately notify the Company and take all reasonable steps necessary to retrieve the lost or improperly disclosed Confidential Information.
Ownership and Title to Confidential Information
- The Contractor acknowledges and agrees that all rights, title and interest in any Confidential Information will remain the exclusive property of the Company. Accordingly, the Contractor specifically agrees and acknowledges that the Contractor will have no interest in the Confidential Information, including, without limitation, no interest in know-how, copyright, trade-marks or trade names, notwithstanding the fact that the Contractor may have created or contributed to the creation of the Confidential Information.
- The Contractor waives any moral rights that the Contractor may have with respect to the Confidential Information.
- The Contractor agrees to immediately disclose to the Company all Confidential Information developed in whole or in part by the Contractor during the Contractor’s term of employment with the Company and to assign to the Company any right, title or interest the Company may have in the Confidential Information. The Contractor agrees to execute any instruments and to do all other things reasonably requested by the Company, both during and after the Contractor’s agreement term with the Company, in order to vest more fully in the Company all ownership rights in those items transferred by the Contractor to the Company.
Return of Confidential Information
- The Contractor agrees that, upon request of the Company or upon termination or expiration, as the case may be, of this agreement, the Contractor will turn over to the Company all Confidential Information belonging to the Company, including but not limited to, all documents, plans, specifications, disks, access to cloud storage or other computer or software media, as well as any duplicates or backups made of that Confidential Information in whatever form or media, in the possession or control of the Contractor that:
- May contain or be derived from ideas, concepts, creations, or trade secrets and other proprietary and Confidential Information as defined in this Agreement; or
- Is connected with or derived from the Contractor’s agreement with the Company.