NON-DISCLOSURE/NON SOLICITATION AGREEMENT.
This Non-disclosure/Non Solicitation Agreement (hereinafter referred to as the “Agreement”) is made and entered on this ____ day of _____ 2021 (the “Effective Date”), between Deep Market Making Inc. (deepmm.com) Contact Info: Address: ___________________________________ Phone: _____________________________ Email: __________________________________ (hereinafter referred to as the “Company”), and _______________________________________, Contact Info: Address: _______________________________ Phone: __________________________ Email: ____________________________(hereinafter referred to as the “Subcontractor”).
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.
- For purposes of this Agreement, “Confidential Information” shall include all information or material that has or could have commercial value or other utility in the business in which Company is engaged. If Confidential Information is in written form including but not limited to contact information of the Company’s clients, the Company shall label or stamp the materials with the word “Confidential” or some similar warning. If Confidential Information is transmitted orally, the Company shall promptly provide a writing indicating that such oral communication constituted Confidential Information.
- The Subcontractor 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 Company. No other right or license, whether expressed or implied, in the Confidential Information is granted to the Subcontractor hereunder.
- The Subcontractor understands and acknowledges that any copyrights, intellectual proprietary and patents obtained while working for the Company shall be considered Company’s property and hence Confidential Information as covered under this Agreement.
- TIME PERIODS.
The nondisclosure provisions of this Agreement shall survive the termination of this Agreement and the Subcontractor’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 the Company sends the Subcontractor written notice releasing the Subcontractor from this Agreement, whichever occurs first.
- The Subcontractor shall not, during the term of the existing Work-for-hire Agreement and/or upon the termination/cancellation thereof, contact the Company’s clients and/or customers directly regarding issues arising from the performance of the Business Agreement between them. Such issues include but are not limited to payment disputes and complaints by the Company’s customers. The Subcontractor shall contact the Company by call on the Company’s office Phone Number.
- The Subcontractor understands that any communication with the Company’s clients and/or customers shall only be through the Company. The Subcontractor shall not, directly or indirectly, call, contact or communicate with the clients or customers without prior notice with the Company.
- The Subcontractor shall not, during the term of the existing Work-for-hire Agreement and/or upon the termination/cancellation thereof, solicit, negotiate, and contact directly or indirectly, any other Company’s clients and/or customers with the aim of conducting business with them or with the aim of providing them with similar services as provided by the Company.
- The Subcontractor shall not, during the term of the Work-for-hire Agreement and/or One Year after the termination/cancellation of the Agreement, by incitement encourage the Company’s customers, associates and/or clients to terminate their obligations with the Company.
- Upon termination/cancellation of the Work-for-hire Agreement between the parties, the Subcontractor shall not retain any of the Company’s clients or customers they had been booked to work for. The Subcontractor understands that the clients and customers shall be re-assigned to another contractor.
Nothing contained in this Agreement shall be deemed to constitute either party a partner, joint venture or employee of the other party for any purpose. The Subcontractor acknowledges that there exists a work-for-hire Agreement between them and the Company.
- REPRESENTATION AND WARANTY.
Each party warrants that it has the right to make the disclosures under this Agreement. No warranties are made by either party under this agreement whatsoever. Further, neither party is under any obligation under this Agreement to disclose any Confidential Information it chooses not to disclose. Neither Party hereto shall have any liability to the other party nor to the other party’s Representatives resulting from any use of the Confidential Information except with respect to disclosure of such Confidential Information in violation of this Agreement.
If a court finds any provision of this Agreement invalid or unenforceable, the remainder of this Agreement shall be interpreted so as to best to affect the intent of the parties.
This Agreement expresses the complete understanding of the parties with respect to the subject matter and supersedes all prior proposals, agreements, representations, and understandings. This Agreement may not be amended except in a writing signed by both parties.
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.
- GOVERNING LAW/JURISDICTION.
This Agreement shall be governed by and construed in accordance with the laws of the State of New Jersey, USA. Exclusive jurisdiction and venue shall be in the State of New Jersey, 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.
COMPANY: _____________ _________________________________ ___________
(SIGNATURE) (NAME) (DATE)
SUBCONTRACTOR: _____________ _______________________________ ___________
(SIGNATURE) (NAME) (DATE)
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