By checking this box, I hereby, as Client, agree in full to this Confidentiality, Non-Disclosure, and Non-Solicitation Agreement.
WHEREAS, Company and Client agree to engage in activities described herein;
WHEREAS, it is the intent of the parties hereto that certain Company information be kept confidential;
NOW, THEREFORE, in consideration of Company’s services provided to Client, along with the execution of this Agreement, and the promises contained herein, the receipt and sufficiency of which are hereby acknowledged, the parties hereto agree as follows:
- Engagement of Services. Subject to the terms and conditions of this Agreement, the Client hereby engages the Company to perform the services set forth herein, and the Client hereby accepts such engagement.
- Duties, Term, and Compensation. The Company’s duties, term of engagement, compensation and provisions for payment thereof shall be as set forth in Exhibit A, which may be amended in writing from time to time, or supplemented with subsequent provisions by the Company, and which collectively are hereby incorporated by reference.
- Conflicts of Interest. The Client represents that he or she is free to enter into this Agreement, and that this engagement does not violate the terms of any agreement between the Client and any third party.
- Confidentiality and Trade Secrets. Client understands and agrees that Client will not, during the term of this Agreement, directly or indirectly, communicate, furnish, divulge, make accessible or disclose to any individual, association, partnership, corporation, or other entity, any trade secrets, confidential information, or proprietary knowledge or information with respect to any matters concerning or relating to Company or its business. Such matter shall include, but are not limited to: (a) Company’s methods of organization, doing business or obtaining business; (b) Company’s proposals, studies, or marketing plans; (c) Company’s computer programs, computer systems, or intellectual property; (d) all information about the identity of or any listing of any of Company’s employees, customers, clients, client’s employees, or prospects; (e) the terms and conditions of any of Company’s contracts or agreements; (f) trade secrets, intangible property rights, and computer software; and (g) accounts and financial information; in all cases regardless of whether or not such information is physically markers or otherwise identified as confidential or secret. Client agrees that Client will not disparage or deprecate Company or its business or affairs or any individual or entity connected with Company. Upon the termination and/or expiration of this Agreement (without regard to the reasons therefor), Client shall return to Company any confidential or proprietary information or material obtained during the course of this engagement.
- Non-Solicitation Agreement.
- Non-Solicitation of Customers. During the term of this Agreement and for a period of two (2) years after the termination and/or expiration of this Agreement, Client shall not, without the express written consent of Company, on behalf of himself or herself or for the benefit of any other person or entity, directly or indirectly, solicit, accept, perform, provide, or broker any business of the nature performed or provided by Company from any Customer, Prospective Customer, or Vendor of Company (including through the sale of any products or services which compete with or are a substitute for any products or services sold by Company), nor will Client take any steps, directly or indirectly, to cause or to assist any other person to cause any Customer, Prospective Customer, or Vendor or Company to cease doing business with Company, refrain from doing any business with Company, or to decrease their level of business with Company. For purposes of this Section 5(a), the term “Customer, Prospective Customer, or Vendor or Company” shall be limited to any person, business, or other entity that was a customer, prospective customer, or vendor of Company at any time during the term of this Agreement and that Client either (A) was introduced or exposed to, either directly or indirectly, through the services provided by Company under this Agreement; or (B) any person, business, or other entity that Client received Confidential Information (as defined in Section 4) about during his or her engagement with Company.
- Non-Solicitation of Employees. During the term of this Agreement and for a period of two (2) years after the termination and/or expiration of this Agreement, Client shall not, without the express written consent of Company, on behalf of himself or herself or for the benefit of any other person or entity, directly or indirectly, take any action to cause, solicit, encourage, induct, persuade, or assist any employee, agent, or independent contractor of Company to terminate, reduce, or otherwise curtail his or her employment or other engagement with Company.
- Confidentiality. The Client acknowledges that during the engagement he or she will have access to and become acquainted with various trade secrets, inventions, innovations, processes, information, records, systems and specifications owned or licensed by the Company and/or used by the Company in connection with the operation of its business including, without limitation, the Company’s business and product processes, methods, customer lists, accounts, systems and procedures. The Client agrees that he or she will not disclose any of the aforesaid, directly or indirectly, or use any of them in any manner, either during the term of this Agreement or at any time thereafter, except as required in the course of this engagement with the Company. All programs, systems, files, records, documents, blueprints, specifications, information, letters, notes, media lists, original artwork/creative, notebooks, and similar items relating to the business of the Company, whether prepared by the Client or otherwise coming into his or her possession, shall remain the exclusive property of the Company. The Client shall not retain any copies of the foregoing without the Company’s prior written permission. Upon the expiration or earlier termination of this Agreement, or whenever requested by the Company, the Client shall immediately deliver to the Company all such programs, systems, files, records, documents, specifications, information, and other items in his or her possession or under his or her control. The Client further agrees that he or she will not disclose the terms of this Agreement to any person without the prior written consent of the Company and shall at all times preserve the confidential nature of his or her relationship to the Company and of the services hereunder.
- Merger. This Agreement shall not be terminated by the merger or consolidation of the Company into or with any other entity.
- Termination.The Company may terminate this Agreement at any time by 10 working days’ written notice to the Client. In addition, if the Client materially breaches provisions of this Agreement, the Company at any time may terminate the engagement of the Client immediately and without prior written notice to the Client. Client may terminate this Agreement at any time by 10 working days’ written notice to the Company.
- Remedies.Without limiting the right of Company to pursue all other available legal and equitable remedies for violation by Client of the covenants contained in this Agreement, it is expressly agreed by Client that such other remedies cannot fully compensate Company for any such violation and the Company shall be entitled to injunctive relief to prevent any such violation.
- Headings.Section headings are not to be considered a part of this Agreement and are not intended to be a full and accurate description of the contents hereof.
- Assignment.The Client shall not assign any of his or her rights under this Agreement, or delegate the performance of any of his or her duties hereunder, without the prior written consent of the Company.
- Notices.Any and all notices, demands, or other communications required or desired to be given hereunder by any party shall be in writing and shall be validly given or made to another party if personally served, or if deposited in the United States mail, certified or registered, postage prepaid, return receipt requested. If such notice or demand is served personally, notice shall be deemed constructively made at the time of such personal service. If such notice, demand or other communication is given by mail, such notice shall be conclusively deemed given five days after deposit thereof in the United States mail addressed to the party to whom such notice, demand or other communication is to be given as follows:
If to the Client: Address provided at course registration
If to the Company: Gerry Edtl, 2600 NW Century Drive, Apt 246, Corvallis, OR 97330
Any party hereto may change its address for purposes of this paragraph by written notice given in the manner provided above.
- Modification and Waiver. No amendment, modification, or discharge of this Agreement shall be valid or binding unless set forth in writing and duly executed by each of the parties hereto. Any waiver or consent by any party to any breach of or any variation from any provision of this Agreement shall be valid only if in writing and only in the specific instance in which it is given, and such waiver or consent shall not be construed as a waiver of any subsequent breach of any other provision or as a consent with respect to any similar instance or circumstance.
- Successors and Assigns. All of the provisions of this Agreement shall be binding upon and inure to the benefit of the parties hereto and their respective heirs, if any, successors, and assigns. The obligations under the Agreement may not be assigned by the Client.
- Entire Understanding. This document and any exhibit attached constitute the entire understanding and agreement of the parties, and any and all prior agreements, understandings, and representations are hereby terminated and canceled in their entirety and are of no further force and effect.
- Unenforceability of Provisions. If any provision of this Agreement, or any portion thereof, is held to be invalid and unenforceable, then the remainder of this Agreement shall nevertheless remain in full force and effect.
- Law and Enforcement. The laws of the State of Tennessee shall govern the validity of this Agreement, the construction of its terms and the interpretation of the rights and duties of the parties hereto. The parties choose the jurisdiction and venue of the Chancery Court of Davidson County, Tennessee at Nashville for the determination of all disputes between them regarding the subject matter of this Agreement and/or the relationship of the parties with respect thereto. Should litigation arise in relation to this Agreement, then Company, if the prevailing party, shall recover from Client the entire amount of its fees, expenses and costs, including, but not limited to, attorneys’ fees, depositions, travel, expert costs, and the like.
EXHIBIT A – Sales System – The Overlooked Revenue Stream Course
DUTIES, TERM, AND COMPENSATION
DUTIES: The Company will train Client in Company’s proprietary “Sales System The Overlooked Revenue Stream Course” program. This training includes two phases: (1) training; and (2) a one (1) hour reinforcement coaching call with a representative of Company. The first phase (training) occurs online. The second phase (reinforcement coaching call) occurs via phone. The form of such training sessions may be changed in the future at Company’s own discretion.
TERM: This engagement shall commence upon execution of this Agreement and shall continue in full force and effect until the completion by Client of Company’s full program. The Agreement may only be extended thereafter by mutual agreement, unless terminated earlier by operation of and in accordance with this Agreement.
COMPENSATION: Upon the execution of this Agreement, Client shall pay full amount of product price.