NON-DISCLOSURE AND NON-SOLICITATION AGREEMENT
BETWEEN
STARTUP MASTERS, INC. (“COMPANY”)
AND
_________________ (“CONSULTANT”)
THIS AGREEMENT is made on the …………..day of………….20……., (hereinafter,
“Effective Date”) entered into by the Company of Tax ID: 32-0591928, EIN: 320591928, and
the Consultant of SSN/PIN(Government issued personal identification number): 8906202020,
Company URN/EIN 123123123. The Company and Consultant are collectively referred to as the
“Parties” or individually as the “Party”) and includes that Party’s successors and assigns.
In consideration of covenants and agreements contained in this agreement, and other good and
valuable consideration, the receipt of which is hereby acknowledged, Parties agree to the
following terms and conditions and to be bound thereby:
- TERM
This agreement shall be valid from the Effective Date for a period of twenty (20) years. - SERVICES
The Consultant shall manage the accounts of the Company’s clients, and other related duties in
the Company’s digital marketing industry. They shall perform their services professionally,
faithfully, diligently, per this agreement, and per acceptable industry standards. Prior to
commencement of the services, the Consultant shall give the Company a copy of their
government Issued ID or Driver’s License. - CONTRACT SUM
For the services rendered, the Company shall pay the Consultant $_________ on or before
__________date. - INDEMNIFICATION
The Consultant agrees to indemnify, hold harmless and defend the Company and its directors,
officers, employees, and agents from and against any incidental, consequential, indirect or
special damages, or for any loss of profits or business interruptions caused or alleged to have
been caused herein. - NON-ASSIGNMENT
The Consultant shall not transfer or assign this agreement without the Company’s consent.
However, the Company may transfer or assign this agreement or subcontract its obligations
hereunder at any time without the Consultant’s consent. - CONFIDENTIALITY
All non-public, confidential or proprietary information of the Company, whether disclosed orally
or disclosed or accessed in written, electronic or other form or media, and whether or not
marked, designated or otherwise identified as “confidential” in connection with this Contract is
confidential, solely for the use of performing this Contract and may not be disclosed or copied
unless authorized in advance by the Company in writing. Upon the Company’s request, the
Consultant shall promptly return all documents and other confidential materials received from
the Company. The Company shall be entitled to injunctive relief for any violation of this
Section. This Section does not apply to information that is: (a) in the public domain; (b) known
to the Consultant at the time of disclosure, or (c) rightfully obtained by the Consultant on a non-
confidential basis from a third party.
The Consultant or its Representatives may disclose Confidential Information when compelled to
do so by a valid court order or other governmental body, provided Consultant provides prompt
prior notice to the Company if allowed. The Consultant and their Representatives may use the
Confidential Information only for effecting this agreement. Consultant must use a reasonable
degree of care to protect the Confidential Information and to prevent any unauthorized use or
disclosure of the Confidential Information. Consultant may share the Confidential Information
with its Representatives who need to know it in connection with the purpose of this agreement
and only if they have agreed in writing to keep the information confidential on terms no less
protective of the Confidential Information, than the terms contained in this Agreement.
Consultant shall promptly notify the Company of any unauthorized disclosure of the Confidential
Information or any other breach of this Agreement by such Party or, to such Party’s knowledge
or by its Representatives.
The confidential information of the Company clients shall be protected in the same degree and
on the same terms as those applicable to the Company’s confidential information as highlighted
above. The non-disclosure provisions of this agreement shall survive the termination of this
Agreement and Consultant’s duty to hold Confidential Information in confidence shall remain in
effect until the Confidential Information no longer qualifies as confidential information or until
the Company sends the Consultant written notice releasing the Consultant from this agreement,
whichever occurs first but, in any case, not less than five (5) years from the date of termination.
In addition, this agreement is confidential and disclosure of its contents such as the work done by
the Consultant for the Company in any publication or event shall entitle the Company to the
Consultant’s hourly rate multiplied by the reach in terms of the number of people of the
publication or event in question.
NON-SOLICITATION
The Consultant understands that any communication with the Company’s clients shall only be
through the Company. Breach of this provision shall entitle the Company to the Consultant’s
hourly rate multiplied ten thousand times. This applies even if the Consultant did so
unknowingly or due to negligence.
The Consultant shall not, during the term of this agreement or upon the termination/cancellation
thereof, solicit, negotiate, and contact directly or indirectly, any other Company’s clients with the
aim of conducting business with them or with the aim of providing them with similar services as
provided by the Company. The Consultant shall not, during the term of this agreement or after
the termination/cancellation of the agreement, by incitement encourage the Company’s
employees, officers or anyone who had a business relationship with the Company, to terminate
their obligations with the Company.
- INDEPENDENT CONTRACTOR
The relationship of the parties hereto is that of an independent contractor. Accordingly, the
Parties hereto are not deemed agents, partners, or joint venturers of the others for any purpose
due to this agreement or the transactions contemplated thereby. The Consultant hereby agrees
that it will not represent to any third party that its engagement by the Company is in any capacity
other than as an independent contractor. - INTELLECTUAL PROPERTY
Consultant agrees that any product and associated rights owned, discovered, or developed by
them, solely or jointly with others, in connection with their services performed under this
Agreement, shall constitute works for hire and shall automatically, upon their creation or
discovery, become the exclusive property of the Client. - DISPUTE RESOLUTION
Parties agree to settle disputes under this Agreement through (select one)
☐Negotiation ☐Mediation ☐Arbitration
☐Litigation. - TERMINATION
Either Party may terminate this Agreement, upon giving the other Party no less than 14 days’
notice in writing. If a Party wishes to terminate the contract with less than this stated period, the
other Party reserves the right to charge costs that they have already paid in advance or incurred.
The termination of this agreement shall not discharge the liabilities accumulated by either Party.
Any Clauses intended by the Parties or this agreement to survive the termination of this
agreement shall survive the termination of this agreement by whatever cause. - COURT COSTS AND ATTORNEYS’ FEES
In any action under this agreement, the prevailing Party shall be entitled to recover costs of court
and reasonable attorneys’ fees from the other Party, which fees shall be in addition to any other
relief that may be awarded. - FORCE MAJEURE
For this Agreement, “Force Majeure” means an event which a diligent party could not have
reasonably avoided in the circumstances, which is beyond the control of a party and includes, but
is not limited to, war, riots, civil disorder, earthquake, storm, flood or adverse weather
conditions, strikes, lockouts or other industrial action, terrorist acts, confiscation or any other
action by government agencies. A Party’s failure to fulfill its obligations due to Force Majeure
shall not be considered a breach of this Agreement, provided that the Party has taken all
reasonable precautions, due care, reasonable alternative measures, and minimal delay all to carry
out the terms of this Agreement. - DRAFTING RESPONSIBILITY
Neither party shall be held to a higher standard than the other party in the interpretation or
enforcement of this Contract as a whole or any portion hereof based on drafting responsibility. - CHANGES TO THE AGREEMENT
Either Party may request changes to the agreement, but they will only be effective if agreed in
writing, and signed by all Parties. If any ambiguity is found in the agreement or various
documents forming this agreement, the Parties shall issue any necessary clarification or
instruction.
- NO WAIVER
Except where otherwise provided, failure by either Party to enforce any of these terms or
conditions shall not be a waiver of their right to enforce them. No waiver by either Party of any
breach of, or of compliance with, any condition or provision of this Agreement by the other Party
shall be considered a waiver of any other condition or provision or of the same condition or
provision at another time - SEVERABILITY
The provisions of this agreement are severable. If any provision is held to be invalid or
unenforceable, it shall not affect the validity or enforceability of any other provision. - COUNTERPARTS
This agreement may be executed in any number of counterparts, each of which shall be deemed
to be an original and all of which taken together shall constitute one instrument. - ENTIRE AGREEMENT
This agreement constitutes the entire agreement between the parties. It supersedes all prior oral
or written agreements or understandings between the Parties concerning the subject matter of this
agreement. All documents annexed to this agreement shall be subject to the terms under this
agreement, provided that the Parties append their signatures on the documents. The Parties will
exercise utmost good faith in this agreement. All remedies provided herein shall be in addition to
all other remedies available in law. - HEADINGS
The article and section headings in this agreement are for convenience; they form in no part of
this agreement and shall not affect its interpretation. - PRONOUNS
All pronouns and any variations thereof shall be deemed to refer to the masculine, feminine,
neuter, singular, or plural, as the identity of the person or entity may require. As used in this
agreement: words of the masculine gender shall mean and include corresponding neuter words or
words of the feminine gender, and words in the singular shall mean and include the plural and
vice versa. - NOTICES
Any notice required to be given between the Parties pursuant to the provisions of this Agreement
shall be in writing and shall be deemed duly given:
(i) if delivered by hand and receipted for by the party addressee, on the date of such
receipt,
(ii) (ii) if mailed by domestic certified or registered mail with postage prepaid, on the
third business day after the date postmarked, or
(iii) sent by email.
at the following addresses or such changed address as the Party shall have specified by written
notice, provided that any notice of change of address shall be effective only upon actual receipt.
Any notice delivered by email shall request a receipt thereof confirmed by email or in writing by
the recipient, and the effective date of such notice shall be the date of receipt, provided such
receipt has been confirmed by the recipient.
Company: Address (Sofia 228 Park Ave S PMB 24982 New York, New York 10003-1502)
Email( office@startup-masters.com), Phone (+1 310 906 5936)
Consultant: ________________________________________________________
- GOVERNING LAW
This Agreement shall be governed in all respects by the laws of the state of Delaware, and its
Courts without regard to its conflict of law provisions.
IN WITNESS WHEREOF, each of the Parties has executed this agreement, as of the day and
year set forth below.
Signed by the duly authorized representative
of the COMPANY
Signature:
Name: Dimitar Savov
Designation: President of the Board of
Directors
Date: …………………………………………….
Signed by the CONSULTANT
Signature:
Name: …………………………………………
Date:
…………………………………………….
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