CONFIDENTIALITY AND NON-SOLICITATION AGREEMENT
This Agreement ("Agreement") is made and effective this _____ day of _____________ 20__ (“Effective Date”) by and between Specialized Painting Services, Inc. ("Specialized Painting"), and ___________________ ("Recipient"). 1. Confidential Information. Specialized Painting proposes to disclose certain confidential and proprietary information (the "Confidential Information") to Recipient. Such Confidential Information may include, but is not limited to, information, oral and written, concerning (a) Intellectual Property which may include copyrights, patents, or trademarks; (b) Information concerning advertising and/or marketing plans or practices including, but not limited to, pricing, pricing structures, costs, invoicing, billing, and/or financial records related to marketing; (c) Information concerning business plans or prospective business plans; (d) Information concerning current or prospective Customers/Clients, including, but not limited to, the names, addresses, and contact information for such current or prospective Customers/Clients; (e) Information concerning vendors and/or suppliers including, but not limited to, the names, addresses, and contact information for such vendors and/or suppliers; (f) Financial documents; (g) Information concerning business policies and procedures. Nothing in this Agreement shall require Specialized Painting to disclose any of its information to Recipient. Recipient’s Obligations. (a) Recipient agrees that the Confidential Information is to be considered confidential and proprietary to Specialized Painting, and shall hold the same in confidence, shall not use the Confidential Information other than for the purposes of its business with Specialized Painting, and shall disclose it only to its officers, directors, employees, members, shareholders, accountants, outside counsel, or agents of Recipient with a specific need to know the Confidential Information. Recipient will not use, disclose, publish or otherwise reveal any of the Confidential Information received from Specialized Painting to any party not covered by this Agreement except with the specific prior written authorization of Specialized Painting. Recipient shall notify, in writing, each and every person receiving Confidential Information covered by this Agreement that the information is “Confidential Information” covered by a Confidentiality Agreement and such information is not to be used for any purpose or reason that is inconsistent with this Agreement and is not to be disclosed to any person unless that person has a specific need to know the information. Recipient will also use its best efforts in attempting to have those persons agree in writing to the terms stated in this Agreement. If such person will not agree to the terms of this Agreement, the information will be disclosed to that person only if required by law and after Specialized Painting is notified, in writing, that the disclosure will occur, the name of the person to whom the information will be disclosed, the reason for such disclosure, and the date of the disclosure will occur. (b) Confidential Information furnished in tangible form shall not be duplicated by Recipient except for purposes of this Agreement. Should the business relationship between Specialized Painting and Recipient end, Recipient shall return all Confidential Information received in written or tangible form, including copies, or reproductions or other media containing such Confidential Information and all notes, memos, correspondence or other documents derived from, connected to, associated with, or concerning any of the Confidential Information or information contained in the Confidential Information (“Associated Documents”). Recipient shall return all such documents within five (5) days of Specialized Painting’s request for their return. Additionally, Recipient will certify, in writing, that it has fully complied with the requirements of this Agreement and returned to Specialized Painting all Confidential Information and Associated Documents. (c) Recipient’s obligation to maintain the confidentiality of the Confidential Information and not to use or disclose it for any other purpose than as agreed, in writing, between Recipient with Specialized Painting shall be effective for a period of two (2) years from the last date on which Specialized Painting disclosed Confidential Information to Recipient or two (2) years from the date on which the business relationship between Specialized Painting and Recipient ends, whichever is the later date. Non-Solicitation of Customers/Clients or Prospective Customers/Clients. Recipient understands and agrees that Specialized Painting may disclose to Recipient information concerning current or prospective Customers/Clients. Such information may include the names, addresses, and contact information concerning such current and prospective Customers/Clients. Recipient agrees that, not only is such information “Confidential Information” as that term is defined in this Agreement, but Recipient also agrees that it will not, directly or indirectly, solicit, attempt to solicit, contact (orally or in writing) in any way such current or prospective Customers/Clients of Specialized Painting with a view towards obtaining work from those Customers/Clients. The duration or term of this prohibition against non-solicitation of current or prospective Customers/Clients of Specialized Painting shall be two (2) years from the date of this Agreement, or two
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(2) years from the discontinuation of any business relationship between Recipient and Specialized Painting, whichever is the later date. Anti-Raiding. Each party to this Agreement agrees that it will not solicit, directly or indirectly, any employee of the other party to leave the employee’s current employment or current employer to accept employment with any other person or entity. The duration or term of this anti-raiding provision shall be two (2) years from the date of this Agreement, or two (2) years from the discontinuation of any business relationship between Recipient and Specialized Painting, whichever is the later date. No Diminishment of Obligations. Obligations under this Agreement shall neither be affected nor diminished by any of the following: (a) Bankruptcy of either party to this Agreement; (b) A receiver appointed to operate either party to this Agreement; (c) A general assignment for the benefit of creditors made by either party to this Agreement (d) Seizure procedures of any type being executed against either party to this Agreement; (e) Any trustee of either party appointed in a bankruptcy; (f) Any procedure under Federal, State, or Local law under which either party becomes a debtor-in-possession. Other Information. Recipient shall have no obligation under this Agreement with respect to Confidential Information which is or becomes publicly available without breach of this Agreement by Recipient; or, is rightfully received by Recipient without obligations of confidentiality; provided, however, such Confidential Information shall not be disclosed until sixty (60) days after written notice of intent to disclose is given to Specialized Painting along with the asserted grounds for disclosure. No Publicity. Specialized Painting’s participation in this undertaking, the existence or terms and conditions of the Agreement, or the fact that discussions are being held between Recipient and Specialized Painting is “Confidential Information” as that term is used in this Agreement. Specialized Painting’s participation may be disclosed by Recipient only after an agreement is reached between Specialized Painting and Recipient that states Specialized Painting’s participation may be disclosed by Recipient. Indemnification and Injunctive Relief. Recipient will indemnify and hold Specialized Painting harmless from any and all economic losses sustained by it should Recipient breach this Agreement. In addition to monetary damages, Specialized Painting shall be entitled to injunctive relief against Recipient precluding any future disclosure of Confidential Information in violation of this Agreement. Governing Law. This Agreement shall be governed and construed in accordance with the internal laws of the State of Florida without regard to that State’s conflict of laws rules. Notwithstanding the location where this Agreement is signed by the parties, the Agreement shall be considered to be contract made in the State of Florida. Forum. Any lawsuit arising out of, concerning or touching on this Agreement or a breach of any term or provision of this Agreement shall be brought in the Circuit Court for Hillsborough County, Florida. No Assignment. Recipient may not assign this Agreement or any interest in this Agreement without the express prior written consent of Specialized Painting. Severability. If any term of this Agreement is held by a court of competent jurisdiction to be invalid or unenforceable, then this Agreement, including all of the remaining terms, will remain in full force and effect as if such invalid or unenforceable term had never been included. Construction. This Agreement shall not be construed against or in favor of a party to the Agreement merely because that party or its legal representative drafted the Agreement. Notices. Any notice required by this Agreement or given in connection with it, shall be in writing and shall be given to the appropriate party by personal delivery or by certified mail, postage prepaid, or recognized overnight delivery services. Final Agreement. This is the entire Agreement between Specialized Painting and Recipient concerning the matters covered by this Agreement. Any communications, oral or written, made by any agent, employee, officer, director, or servant of Recipient or Specialized Painting prior to, or contemporaneous with, the signing of this Agreement and which are not contained in this Agreement are null, void, and of no effect. Any modification of, or supplement to, this Agreement must be in writing and signed by Specialized Painting and Recipient to be effective. Specialized Painting Services, Inc.
_______________________________________________ Recipient Date: __________________________________________
_________________________________________________ By: Its:
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