Non-Disclosure Agreement (NDA)
&
Non-Compete
BETWEEN:
A Happy Host LLC
1208 Sellers Rd, Dandridge, TN 37725, USA
(the "Disclosing Party")
OF THE FIRST PART
AND
[Employee/Subcontractor's Full Name]
[Employee/Subcontractor's Address]
(the "Receiving Party")
OF THE SECOND PART
BACKGROUND:
A. The Receiving Party is engaged or may be engaged as a subcontractor by the Disclosing Party. In addition to this engagement (the "Engagement"), this Agreement also covers any potential future employment relationship between the parties.
B. The Receiving Party will receive from the Disclosing Party, or develop on behalf of the Disclosing Party, Confidential Information as a result of the Engagement (the "Permitted Purpose").
IN CONSIDERATION OF and as a condition of the Disclosing Party engaging the Receiving Party and providing the Confidential Information to the Receiving Party, in addition to other valuable consideration, the receipt and sufficiency of which consideration is hereby acknowledged, the parties to this Agreement agree as follows:
Confidential Information
All written and oral information and materials disclosed or provided by the Disclosing Party to the Receiving Party under this Agreement constitute Confidential Information regardless of whether such information was provided before or after the date of this Agreement or how it was provided to the Receiving Party.
The Receiving Party acknowledges that in the course of the Engagement, the Receiving Party will, or may, be making use of, acquiring, or adding to information about certain matters and things which are confidential to the Disclosing Party and which information is the exclusive property of the Disclosing Party.
'Confidential Information' means all data and information relating to the business and management of the Disclosing Party, including but not limited to:
- 'Business Operations'
- 'Customer Information'
- 'Intellectual Property'
- 'Service Information'
- 'Product Information'
- 'Production Processes'
- 'Accounting Information'
- 'Marketing and Development Information'
- 'Computer Technology'
- 'Proprietary Computer Code'
- Information disclosed by third parties protected by a non-disclosure agreement with the Disclosing Party.
Confidential Information will not include:
Information generally known in the industry of the Disclosing Party.
Information now or subsequently becomes generally available to the public through no wrongful act of the Receiving Party.
Information rightfully in the possession of the Receiving Party prior to disclosure by the Disclosing Party.
Information independently created by the Receiving Party without use of Confidential Information.
Information rightfully obtained from a third party.
Obligations of Non-Disclosure
Except as otherwise provided in this Agreement, the Receiving Party must not disclose the Confidential Information.
The Confidential Information will remain the exclusive property of the Disclosing Party and will only be used by the Receiving Party for the Permitted Purpose.
The obligations to ensure and prevent the disclosure of the Confidential Information imposed on the Receiving Party in this Agreement will survive the termination of the Engagement.
The Receiving Party may disclose Confidential Information:
- To authorized agents, representatives, and advisors of the Receiving Party with a need to know for the Permitted Purpose, subject to certain conditions.
- To a third party with written consent of the Disclosing Party.
- To the extent required by law.
Non-Solicitation and Property Rights
The Receiving Party further agrees not to solicit or accept work directly from any clients, vendors, or other contractors associated with the Disclosing Party. Additionally, any property, equipment, or furnishings designated for removal or replacement during the Engagement are considered the exclusive property of the Disclosing Party. Unauthorized removal or dispute over company property during working hours constitutes theft and will be subject to appropriate legal action.
Non-Disparagement
The Receiving Party agrees not to make any negative or disparaging remarks, comments, or statements, whether written or oral, about the Disclosing Party, its employees, officers, directors, products, services, or business practices, both during and after the period of engagement. This obligation shall survive the termination of the Engagement.
Property Return and Financial Responsibility
Upon termination of the Engagement or completion of services, the Receiving Party agrees to promptly return to the Disclosing Party all property, equipment, documents, records, or materials belonging to the Disclosing Party. The Receiving Party acknowledges that failure to return any such property before receiving final payment from the Disclosing Party will result in the Receiving Party being financially responsible for the replacement or fair market value of the unreturned property. The Disclosing Party reserves the right to deduct any outstanding amounts owed for unreturned property from the final payment due to the Receiving Party.
Release of Claims
The Receiving Party hereby releases, waives, and discharges any and all claims, demands, causes of action, or liabilities of any kind against the Disclosing Party, its officers, directors, employees, agents, or affiliates, arising out of or related to the Engagement or this Agreement. This release includes, but is not limited to, claims for damages, losses, expenses, or injuries, whether known or unknown, suspected or unsuspected, arising from any act or omission of the Disclosing Party or its affiliates. The Receiving Party agrees that this release is a material inducement for the Disclosing Party to enter into this Agreement.
Remedies
The parties agree that a breach of this Agreement may cause irreparable harm, and in addition to any other remedies available at law or in equity, the Disclosing Party shall be entitled to seek injunctive relief to enforce the terms of this Agreement.
Miscellaneous
This Agreement constitutes the entire agreement between the parties concerning the subject matter hereof and supersedes all prior agreements and understandings, whether written or oral.
This Agreement may be executed in counterparts, each of which shall be deemed an original and all of which together shall constitute one and the same instrument.
Obligations of Non-Disclosure and Non-Compete
- Non-Disclosure: Except as otherwise provided in this Agreement, the Receiving Party must not disclose the Confidential Information. The Confidential Information will remain the exclusive property of the Disclosing Party and will only be used by the Receiving Party for the Permitted Purpose.
- Non-Compete: Following the termination of the Engagement, whether by the Company or by the Subcontractor, the Subcontractor agrees not to directly or indirectly engage in any business activities that compete with the Company's business within a radius of 200 miles from the Company's business location for a period of two (2) years ("Non-Compete Period").
Legitimate Business Interests
The Subcontractor acknowledges that this non-compete agreement is necessary to protect the legitimate business interests of the Company, including but not limited to the protection of trade secrets, confidential business practices, proprietary information, and customer relationships that the Subcontractor may become privy to during the engagement.
Scope and Duration
The parties agree that the geographical scope and duration of this non-compete agreement are reasonable and necessary to protect the Company's legitimate business interests. The Subcontractor acknowledges that a breach of this non-compete agreement may cause irreparable harm to the Company, and the Company shall be entitled to seek injunctive relief to enforce the terms of this Agreement.
Miscellaneous
This non-compete agreement constitutes a separate and enforceable provision of the overall engagement agreement between the Company and the Subcontractor. In the event any provision of this non-compete agreement is deemed invalid or unenforceable, the remaining provisions shall remain in full force and effect.
Integration Clause
This Non-Disclosure and Non-Compete Agreement constitutes the entire agreement between the parties concerning the subject matter hereof and supersedes all prior agreements and understandings, whether written or oral. The parties acknowledge that the provisions relating to non-disclosure of Confidential Information and the non-compete obligations are integrated parts of this Agreement.
The Receiving Party acknowledges and agrees that by signing this Agreement, the Receiving Party fully understands and accepts all terms and conditions contained herein, including the obligations of non-disclosure and non-compete following the termination of the Engagement.
A Happy Host, LLC
1208 Sellers Rd
Dandridge, TN 37725
5/1/2024
Rev.02
