Non-Disclosure Agreement (NDA) & Non-Compete
Effective 10/22/2025
BETWEEN
A Happy Host, LLC
902 McMakin Way, Pigeon Forge, TN 37863, USA
(the “Disclosing Party”)
AND
[Employee / Subcontractor Name]
[Employee / Subcontractor Address]
(the “Receiving Party”)
BACKGROUND
A Happy Host, LLC (“AHH”) may engage the Receiving Party as a subcontractor or employee.
During this engagement, the Receiving Party may receive or create confidential, proprietary, or otherwise sensitive information belonging to AHH. This Agreement governs the handling of that information and the Receiving Party’s conduct during and after the engagement.
1. Confidential Information
All written, verbal, or electronic information provided by AHH constitutes Confidential Information and remains its exclusive property. Confidential Information includes, without limitation:
• business operations, client data, financials, pricing, vendor information, and marketing strategies;
• proprietary templates, workflows, systems, and processes;
• media content, creative concepts, and any materials created for or by AHH; and
• any third-party information AHH is bound to keep confidential.
Confidential Information does not include information that becomes publicly available through no fault of the Receiving Party, is lawfully obtained from a third party, or is independently developed without reference to AHH’s materials.
2. Obligations of Non-Disclosure
The Receiving Party shall:
• use Confidential Information only for authorized AHH business purposes;
• not disclose, copy, or reproduce such information without written AHH consent; and
• maintain reasonable safeguards to protect its confidentiality.
These obligations survive termination of the engagement.
3. Non-Solicitation and Property Rights
The Receiving Party shall not solicit, accept, or perform work directly for AHH clients, vendors, or affiliates during the engagement or for two (2) years thereafter.
All property, equipment, furnishings, and materials designated for use or replacement during any project remain the sole property of AHH. Unauthorized removal or misuse constitutes theft and may result in legal action.
4. Non-Disparagement
The Receiving Party agrees not to make or publish any negative, defamatory, or disparaging remarks about AHH, its owners, employees, vendors, or clients, whether during or after the engagement.
5. Property Return and Financial Responsibility
Upon termination or completion of services, the Receiving Party shall promptly return to AHH all property, tools, equipment, documents, or materials belonging to AHH.
Failure to return company property prior to final payment may result in deduction or set-off for replacement cost or fair market value at AHH’s discretion.
6. Return of Company Materials and Information
Upon termination of engagement or upon written request, the Receiving Party shall promptly return all Company Materials and Confidential Information in any form, including digital files, communications, photos, videos, marketing materials, and derivative works.
No materials shall be deleted, altered, copied, or destroyed.
If unsure how to handle or return certain items, the Receiving Party must contact AHH for written direction before acting.
All such materials remain the exclusive property of A Happy Host, LLC, regardless of storage location or device used.
7. Ownership of Media and Intellectual Property
All photos, videos, marketing content, creative works, or other media created or captured by the Receiving Party during their engagement with AHH—whether paid or unpaid and whether created using company or personal equipment—shall be deemed “works made for hire.”
To the extent any such materials are not so deemed, the Receiving Party hereby irrevocably assigns all rights, title, and interest in those materials to A Happy Host, LLC, including all copyrights and derivative rights.
AHH retains the exclusive and perpetual right to use, modify, reproduce, or distribute such materials for business or marketing purposes without further compensation.
The Receiving Party shall not use, share, post, or distribute any such materials without prior written authorization from AHH.
8. Legitimate Business Interests and Non-Compete
The Receiving Party acknowledges that AHH invests significant time and resources in developing proprietary methods, vendor relationships, and client goodwill.
For two (2) years following termination, the Receiving Party shall not, directly or indirectly, engage in or assist any competing business within a 200-mile radius of AHH’s principal location.
The Receiving Party agrees these limits are reasonable and necessary to protect AHH’s legitimate business interests.
9. Liquidated Damages
The parties agree that actual damages from any breach would be difficult to quantify. Therefore, the Receiving Party shall pay A Happy Host, LLC liquidated damages as follows:
(a) $15,000 per occurrence for any violation of the non-compete or non-solicitation provisions;
(b) $7,500 per occurrence for unauthorized disclosure of Confidential Information; and
(c) $10,000 per occurrence for unauthorized use, possession, or dissemination of AHH media or marketing materials.
Each separate act or continuing day of violation may be treated as a separate occurrence.
These amounts are intended as a reasonable pre-estimate of loss and not as a penalty.
This clause does not limit AHH’s right to seek injunctive or equitable relief.
10. Remedies
The Receiving Party acknowledges that any breach may cause irreparable harm to A Happy Host, LLC for which monetary damages alone are inadequate.
AHH is entitled to injunctive relief and equitable remedies without posting bond, in addition to recovery of attorney’s fees, court costs, and enforcement expenses.
11. Cross-Enforcement
A breach of any Non-Disclosure provision shall constitute a breach of the Non-Compete provisions, and vice versa.
A Happy Host, LLC may pursue remedies under either or both sections at its discretion.
12. Severability
If any provision of this Agreement is found invalid, illegal, or unenforceable by a court of competent jurisdiction, that provision shall be modified or severed only to the extent necessary to make it enforceable.
All remaining provisions shall remain in full force and effect, and the parties intend that this Agreement be enforced to the maximum extent permitted by law.
13. Integration Clause
This Agreement constitutes the entire understanding between the parties regarding its subject matter and supersedes all prior discussions or agreements, written or oral.
No modification is valid unless made in writing and signed by both parties.
The Receiving Party acknowledges having read, understood, and voluntarily agreed to all terms and conditions contained herein.
Rickey Shaver
A Happy Host, LLC
902 McMakin Way |
Pigeon Forge, TN 37863 |
(865) 314-7564 |
services@ahappyhostgsm.com
www.ahappyhostgsm.com
