NON-DISCLOSURE/NON-COMPETE AGREEMENT.

NON-DISCLOSURE/NON-COMPETE AGREEMENT.

This Non-disclosure/non-compete Agreement (hereinafter referred to as the “Agreement”) is made and entered on this ____ day of _____ 2021 (the “Effective Date”), between Enterprises Software Solutions (ESS) LLC, Contact Info: ________________________ (hereinafter referred to as the “Disclosing Party”), and CAAB Contact Info: _______________ (herein referred to as the “Receiving Party”).

NOW THEREOF, in consideration of the mutual covenants and promises made by the Parties hereto, the Parties covenant and agree as follows:

  • DEFINITION OF CONFIDENTIAL INFORMATION.
    1. For the purpose of this Agreement, “Confidential Information” means any personal information, included but not limited to the names, address and contact information of any persons who are the Disclosing Party’s clients, customers and/or end users that the Disclosing Party has disclosed as confidential, as well as the concepts, ideas, ‘trade secrets’ and any other information covered herein. Confidential information also includes all and information or material that has or could have commercial value that has been disclosed by the Disclosing Party to the Receiving Party during their business together. If Confidential Information is in written form, the Disclosing Party shall label or stamp the materials with the word “Confidential” or some similar warning. If Confidential Information is transmitted orally, the Disclosing Party shall promptly provide a writing indicating that such oral communication constituted Confidential Information. The Receiving Party cannot share the Disclosing Party’s confidential information or the concept covered under this Agreement with the general public and/or a third party without the Disclosing Party’s written consent.
    2. The Receiving Party shall not, directly or indirectly, contact the Disclosing Party’s clients, customer and/or end users, or do any business with them without prior written notice and consent from the Disclosing Party.
    3. The Receiving Party agrees to use the Confidential Information solely in connection with the current or contemplated work and/or business relationship between the parties and not for any purpose other than as authorized by this Agreement without the prior written consent of an authorized representative of the Disclosing Party.  No other right or license, whether expressed or implied, in the Confidential Information is granted to the Receiving Party hereunder.
    4. Receiving Party’s obligations under this Agreement do not extend to information that is: 
  1. Publicly known at the time of disclosure or subsequently becomes publicly known through no fault of the Receiving Party,
  2. Discovered or created by the Receiving Party before disclosure by Disclosing Party,
  3. Learned by the Receiving Party through legitimate means other than from the Disclosing Party or Disclosing Party’s representatives.
  • TIME PERIODS

The Term of this Agreement shall be indefinite commencing on the Effective Date herein. The nondisclosure provisions of this Agreement shall survive the termination of this Agreement and Receiving Party’s duty to hold Confidential Information in confidence shall remain in effect until the Confidential Information no longer qualifies as a trade secret or until Disclosing Party sends Receiving Party written notice releasing Receiving Party from this Agreement, whichever occurs first.

  • NON-COMPETE.

The Receiving Party shall not, during the term of this Agreement or upon termination/cancellation thereof, 

  1. Use the ideas, concept, knowledge and/or trade secrets shared herein or any other materials to start a similar business as that of the Disclosing Party.
  2. Pass off any ideas, concept, knowledge and/or trade secrets shared herein or any other materials as their own for the purpose of financial or material gain, without written notice from the Disclosing Party.
  3. Start a similar business and/or offer similar services or any other services such as the ones offered by the Disclosing Party under this Agreement.
  • GENERAL PROVISION, GOVERNING LAW AND JURISDICTION. 
    1. This Agreement contains the entire Agreement between the Parties relating to the subject matter hereof and supersedes any and all prior agreements or understandings, written or oral, between the parties related to the subject matter hereof.  No modification of this Agreement shall be valid unless made in writing and signed by both parties hereto.
    2. This Agreement shall be governed by and construed in accordance with the laws of the State of Arizona, USA. Exclusive jurisdiction and venue shall be in Arizona, USA. Each party represents and warrants to the other that such party has acted in good faith, and agrees to continue to so act, in the negotiation, execution, delivery, performance, and any termination of this Agreement.

IN WITNESS WHEREOF, this Agreement has been executed by the parties as of the Effective Date.

DISCLOSING PARTY: _____________        ________________________         ___________

                                            (SIGNATURE)                           (NAME)                          (DATE)

RECEIVING PARTY: _____________        ________________________      ___________

                                         (SIGNATURE)                           (NAME)                           (DATE)

At Legal writing experts, we would be happy to assist in preparing any legal document you need. We are international lawyers and attorneys with significant experience in legal drafting, Commercial-Corporate practice and consulting. In the last few years, we have successfully undertaken similar assignments for clients from different jurisdictions. If given this opportunity, we will be able to prepare the legal document within the shortest time possible.