FreeeUp.com

Non-Solicitation and Confidentiality Agreement


This NON-SOLICITATION AND CONFIDENTIALITY AGREEMENT (“Agreement”) is made and entered this  (“Effective Date”) by and between FreeeUp, LLC (“FreeeUp”) and  (“Independent Contractor”).

WHEREAS, FreeeUp is engaged in the business of providing E-Commerce consulting services in the United States and Internationally (“E-Commerce Business”).

            WHEREAS, Independent Contractor understands and acknowledges that consent to this Agreement is in consideration of and exists as part of his/her Independent Contractor relationship and Independent Contractor Agreement with FreeeUp;

            WHEREAS, Independent Contractor will be or has been exposed to FreeeUp’s trade secrets, confidential business information, and has received or may receive specialized on boarding in connection with FreeeUp’s operations, confidential business information and trade secrets, as well as Independent Contractor may be or has been exposed to trade secrets, confidential business information of FreeeUp’s clients and has received or may receive specialized on boarding in connection with FreeeUp’s clients’ operations; and

            WHEREAS, FreeeUp is relying on Independent Contractor’s commitments and obligations in this Agreement in disclosing confidential information and trade secrets to Independent Contractor.

            NOW, THEREFORE, in consideration of the foregoing, including but not limited to the Independent Contractor Agreement between Independent Contractor and FreeeUp provided contemporaneously with this Agreement, and other good and valuable consideration, the sufficiency and receipt of which is hereby acknowledged, the parties agree as follows:

  1.  Incorporation of Recitals.  The foregoing recitals are true and correct and are incorporated herein by reference.
  1. Independent Contractor recognizes and acknowledges that FreeeUp has legitimate business interests that justify this Agreement.  The legitimate business interests of FreeeUp include, but are not limited to, trade secrets, valuable confidential business or professional information that otherwise does not qualify as a trade secret, substantial relationships with FreeeUp’s Independent Contractors and specific prospective or existing customers or clients, customer or client goodwill, and the extraordinary or specialized information in which Independent Contractor may receive during their Independent Contractor relationship with FreeeUp, in all of which FreeeUp has a made a substantial investment.  Independent Contractor further recognizes and acknowledges that the restrictive covenants contained in this Agreement are reasonably necessary to protect FreeeUp and its clients’ legitimate business interests.
  1. Non-Solicitation of FreeeUp’s Customers.  During the of Independent Contractor’s Independent Contractor Agreement (“Independent Contractor Agreement”) with FreeeUp and for a period of two (2) years immediately following the termination of the Independent Contractor Agreement, Independent Contractor shall not, directly or indirectly, for his or her own account or for the account any other person or entity, solicit or accept orders from, or provide services similar to, the services performed by Independent Contractor under their Independent Contractor Agreement to any party which was a client or customer of FreeeUp (all references to FreeeUp in this paragraph include any client or customer of FreeeUp’s clients for which Independent Contractor provided services under their Independent Contractor Agreement) during the term of the Independent Contractor Agreement, or to any party which FreeeUp was actively soliciting to be a customer or client during the twelve (12) month period preceding the date upon which Independent Contractor Agreement expires or is terminated.  Independent Contractor agrees not to do business in the E-Commerce Business, under any circumstances, with any customer or client of FreeeUp no matter how such contact might occur or be initiated, directly or indirectly, for his or her own account or for the account of others, during this two (2) year non-solicitation period.  Further, Independent Contractor shall not at any time, directly or indirectly, in any manner, interfere with any contracts or agreements between FreeeUp and any third parties, and Independent Contractor shall not urge, any actual or potential customer, client, or vendor of FreeeUp to discontinue or not to do business, in whole or in part, with FreeeUp.  Independent Contractor also agrees that Independent Contractor shall not, directly or indirectly, make any false, negative, damaging, or disparaging statement, representation, comment, or communication of any kind, to any person or entity, regarding FreeeUp, its management, methods of doing business, the quality of its services, role in the community, or treatment of its customers, clients or Independent Contractors.
  1. Non-Solicitation of FreeeUp’s Independent Contractors.  During the term of the Independent Contractor Agreement with FreeeUp and for a period of two (2) years immediately following the termination of the Independent Contractor Agreement or relationship with FreeeUp, Independent Contractor shall not, directly or indirectly, for his or her own account or for the account of any other person or entity, solicit, hire, or entice away any Independent Contractors of FreeeUp.  Further, Independent Contractor shall not assist any current or former Independent Contractor of FreeeUp who is subject to an agreement with FreeeUp containing unexpired, non-solicitation or confidentiality obligations, to violate his or her agreement with FreeeUp. The prohibitions in this paragraph preclude activities which include, but are not limited to, any efforts to hire any current or former FreeeUp Independent Contractor who is subject to an agreement with FreeeUp containing unexpired non-solicitation or confidentiality obligations for the benefit of any competitor of FreeeUp.
  1. The Independent Contractor shall not, while during the term of his Independent Contractor Agreement with FreeeUp and for a five (5) years after the termination of Independent Contractor’s employment, for any reason whatsoever other than advancing the legitimate business interest of the owner of the trade secret or confidential information under the written authorization and instruction of the owner,  disclose or use, directly or indirectly, for the benefit of Independent Contractor or any other person or entity, any trade secrets or confidential information of FreeeUp (all references to FreeeUp in this sentence and the following sentence include any trade secrets or confidential information of Freeeup’s clients).  The following are, without limitation, confidential information and trade secrets of FreeeUp: research and development materials, inventions, algorithms, formulas, specifications, designs, data, strategies, proprietary methods; consumer research; industry insight; brand strategy; the identity of FreeeUp’s customers or customer lists; suppliers and vendors of FreeeUp; price and cost information; FreeeUp’s past, current and prospective services; FreeeUp’s pricing strategies; FreeeUp’s marketing plans and strategies; FreeeUp’s business projections; and any information concerning FreeeUp’s business operations and internal structure (including without limitation income, liabilities and other financial information).  Further, upon termination of the Independent Contractor Agreement with FreeeUp, Independent Contractor shall not take with him or her, without the prior written consent of the Chief Executive Officer of FreeeUp (or such person as he may designate in writing), any written, graphic, computerized or recorded information relating or pertaining to FreeeUp, its business or its clients.
  1. Reasonableness of Limitations.  It is agreed by the parties that the covenants in this Agreement are reasonably necessary to protect the legitimate business interests of  FreeeUp and its clients and that such covenants impose a reasonable restraint on Independent Contractor in light of the activities and business of FreeeUp on the date of the execution of this Agreement and the current  plans of FreeeUp; but it is also the intent of FreeeUp and Independent Contractor that such covenants be construed and enforced in accordance with the changing activities and business of FreeeUp throughout the term of this Agreement, whether before or after the date of termination of the Independent Contractor Agreement.
  1.  Work Product.  Independent Contractor agrees that any and all recipes, proprietary information, ideas, algorithms, formulas, specifications, inventions, discoveries, ideas, or improvements, whether or not patentable (collectively, “Work Product”), that are made or conceived by the Independent Contractor, either alone or with others, while performing any services agreed to under the Independent Contractor Agreement shall be the property of the FreeeUp.   The Independent Contractor shall promptly advise FreeeUp in writing of each Work Product, whether or not patentable, that is made or conceived by Independent Contractor, either alone or with others, while performing services under the Independent Contractor Agreement.  The Independent Contractor shall submit to FreeeUp in a form prescribed by it, a written disclosure of each Work Product describing its nature, use and operations.  The Independent Contractor shall abide by FreeeUp’s policies with regard to Work Product as may be in effect from time to time.  The Independent Contractor will, without further consideration, assign to FreeeUp or its nominee all right, title, and interest in each Work Product, whether or not patentable.  The Independent Contractor will at all times during his or her Independent Contractor Agreement and after its termination, assist FreeeUp or its nominee as requested at FreeeUp or FreeeUp’s nominee’s sole expense, to obtain patents or other forms of protection for any Work Product in any and all countries.  From time to time on request, the Independent Contractor shall execute all papers and do all proper things that may be reasonable requested to protect and maintain FreeeUp or its nominee’s rights in such Work Product.
  1. If Independent Contractor violates any of the terms or conditions of this Agreement, Independent Contractor acknowledges that FreeeUp will suffer irreparable harm and that monetary damages may not be an adequate remedy.  Independent Contractor agrees that should he or she violate any of the terms or conditions of this Agreement, FreeeUp may apply to a court of competent jurisdiction for and obtain an order enjoining any further violations.  In any court order, the time limitations provided for in this Agreement may be extended by the length of time it is determined that Independent Contractor was in violation of any provision of the Agreement.  Additionally, FreeeUp may seek damages for any injuries suffered by it as a result of Independent Contractor’s violation to the extent that damages are reasonably capable of ascertainment.  Independent Contractor agrees to inform any other employer or party he or she contracts to perform services for (collectively “Employer”) during the term and provisions of this Agreement and provide each Employer with a copy of this Agreement.  Any concurrent or subsequent Employer of Independent Contractor shall be deemed to have notice of this Agreement, and any employment of the Independent Contractor by such Employer shall constitute a tortious interference by such Employer with this Agreement.  Further, Independent Contractor agrees that FreeeUp shall have the right to communicate the terms of this Agreement to any third parties, including but not limited to, any past, present or prospective employer of Independent Contractor.  Independent Contractor waives any right to assert any claim for damages against FreeeUp, or any officer, manager, member or agent of FreeeUp, arising from any disclosure of this Agreement or its terms to any third party.
  1. No Prior Restrictions & Indemnity.  Independent Contractor represents and warrants that Independent Contractor is not a party to any other contract or agreement which would be violated by this Agreement and Independent Contractor Agreement with FreeeUp and that Independent Contractor is not a party to any contract of employment, employment agreement, restrictive covenant, non-competition agreement or other similar agreement or restriction (all of the foregoing are hereafter referred to as “Prior Restrictions”) which would, in any manner whatsoever, prohibit, restrict or impact the Independent Contractor’s ability to perform any duties on behalf of FreeeUp as an Independent Contractor of FreeeUp.  Independent Contractor agrees to indemnify FreeeUp and hold it harmless of and from any and all liability, expenses, costs and attorney’s fees (including attorney’s fees and costs incurred in advance of any suit and fees and costs on appeal) and the cost of any settlement, incurred by FreeeUp in connection with any claims, demands, suits, actions, proceedings or judgments which, in any manner, arise out of or relate to, any Prior Restrictions.
  1. Attorney’s Fees & Venue.  This Agreement shall be governed by the laws of the State of Florida.  In the event of any litigation arising from or associated with this Agreement, the prevailing party shall be entitled to recover its costs and reasonable attorney’s fees including fees, expenses and costs incurred in advance of filing suit and fees and costs on appeal.  The parties agree that any action to enforce or avoid this Agreement shall have as its venue solely and exclusively in the Circuit Court of Orange County, Florida.  THE INDEPENDENT CONTRACTOR AND FREEEUP EXPRESSLY WAIVE THE RIGHT TO A JURY TRIAL IN ANY SUCH ACTION.
  1. Should any provision of this Agreement be declared or determined to be invalid, the validity of the remaining parts, terms, or provisions shall not be affected thereby, and the invalid part, term, or provision shall be modified, if possible, to make it valid or, if modification is not possible, such part, term or provision shall be deemed not to be a part of this Agreement.
  1. This Agreement shall not be assigned by either party without the express written consent of the other party.
  1. Whole Agreement.  This Agreement supersedes and replaces all previous, contracts, understandings or employment agreements between the parties. The parties further acknowledge that this Agreement represents the complete and entire agreement of the parties and all previous representations, understandings, or agreements, whether oral or written, are deemed to have been subsumed and merged into this Agreement.

 

The Parties are signing this Agreement on the date stated in the introductory clause.

 

The Parties hereby agree to “Non-Solicitation and Confidentiality Agreement”.

 

Date:

Nathan Hirsch
CEO
Freeeup LLC

YOUR NAME AND SIGNATURE

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Signed by Nathan Hirsch
Signed On: October 29, 2017

FreeeUp.com https://freeeup.com
Signature Certificate
Document name: Non-Solicitation and Confidentiality Agreement
Unique Document ID: 28de0fb717dc7469ff3eabdc9c588b8a2a11a478
Timestamp Audit
October 11, 2016 10:47 am ESTNon-Solicitation and Confidentiality Agreement Uploaded by Nathan Hirsch - nathan@freeeup.com IP 122.53.160.104