InSPAration Management

Confidential Agreement


CONFIDENTIALITY, NON-SOLICITATION, NON-ACCEPTANCE, AND TRADE SECRET AGREEMENT

In consideration of my future or continued employment by InSPAration Management, (“InSPAration”), and the compensation arising from such employment, and in recognition that I may have access to some or all of InSPAration’s trade secrets and confidential business information, client contacts and client lists, and InSPAration records and InSPAration business training tools, information as part of my employment, and for other good and valuable consideration, the receipt and sufficiency of which is hereby acknowledged, I, the undersigned person, covenant and agree with InSPAration as follows:

  1. Definitions. For the purposes of this Agreement, the following terms shall have the following meanings:
    1. “InSPAration” shall mean InSPAration and its successors and assigns. Parent(s), affiliates, and subsidiaries are express third party beneficiaries, and the Agreement inures to the benefit of the Company's successors and assigns.
    2. “Customer” shall mean anyone whose name appears on a database, customer list, or report of InSPAration; anyone to whom InSPAration has sold, rendered or exchanged any goods, products or services; anyone who has ordered any goods, products or service from InSPAration; and anyone whom InSPAration has solicited for the sale or rendering of any goods, products, or services.
    3. Confidential Information shall mean information about InSPAration, any of InSPAration’s subsidiaries or affiliates, and InSPAration’s clients and customers that is not publicly disclosed by InSPAration, and that was acquired through employment with InSPAration, including, without limitation, all data and information, however disclosed, which is not generally known to InSPAration’s competitors or the general public relating to InSPAration’s business. Confidential Information need not be explicitly labeled “Confidential” to be covered by this Agreement.  Confidential Information includes, but is not limited to, the following: confidential business lists, records,  and  information, including but not limited to the following: prospective and actual customer names, contact information, addresses, prospective and actual customer lists, referral sources, contracts, transactions, plans, designs, policies, reports, histories, information reports, proprietary business information; customer leads and methods of generating customer leads; business and sales techniques, policies, methods and  procedures for sales; pricing; marketing; prices and price lists; inventory and inventory lists; supplies and supplies lists; suppliers' names and  addresses and lists; manufacturer, distributor, and supplier company names, contacts, addresses, lists, transactions, contracts, policies, reports, histories, products, rate books, comparisons, and information; advertising, advertising copy, advertising plans, and programs; endorsers names and addresses; sales reports, business reports, financial statements and reports, and operating statements; employees, agents, subagents, and independent contractor names, addresses, contact information, lists, commissions, productivity and information; business strategies and blueprints; financial reports, business manuals, marketing, business assessments, training, and business models for Medical Spas and Spas; marketing materials and strategies; continuing education materials; computer programs, computer software, database, and data, and;  know-how, discoveries, inventions, writings, conceptions, knowledge, information, plans,  programs, and ideas and tangible expressions of ideas. 
    4. “Trade Secrets” shall mean any Confidential Information, as defined above, without regard to form, which:
      1. Is not commonly known by or available to the general public;
      2. derives economic value, whether actual or potential, from not being commonly known, and not being readily ascertainable by proper means by another person or entity who could obtain economic value from its disclosure or use; and
      3. is the subject of reasonable efforts, under the circumstances, to maintain its secrecy
  2. Defense of Trade Secrets Act Notice. Pursuant to the Defend Trade Secrets Act of 2016, I understand that:
    1. An individual may not be held criminally or civilly liable under any federal or state trade secret law for the disclosure of a trade secret that:
      1. is made in the following manner –
        1. in confidence to a federal, state, or local government official, either directly or indirectly, or to an attorney; and,
        2. solely for the purpose of reporting or investigating a suspected violation of law; or,
        3. is made in a complaint or other document that is filed under seal in a lawsuit or other proceeding.
    2. Further, an individual who files a lawsuit for retaliation by an employer for reporting a suspected violation of law may disclose the employer’s trade secrets to the attorney and use the trade secret information in the court proceeding if the individual:
      1. files any document containing the trade secret under seal; and,
      2. does not disclose the trade secret, except pursuant to court order.
  3. Adverse Interests (Applies To Employee Only). During my employment with InSPAration, I will devote my full working time and best efforts to the service of InSPAration, and I will comply with InSPAration’s policies as codified in the InSPAration Handbook. I will not participate in the planning, operation, or management of any activity competitive or potentially competitive with InSPAration 's interests, unless I obtain prior written authorization from a InSPAration officer.  I am aware of no obligations, legal or otherwise, inconsistent with the terms of this Agreement, or with my undertaking or continuing employment with InSPAration.  I further confirm that I am not currently bound by any restrictive covenant or similar agreement, nor do I possess any financial interests, which might impact my employment with InSPAration.
  4. Proprietary Rights. I recognize that InSPAration’s business interests require a confidential relationship between InSPAration and myself, and the fullest practical protection and confidential treatment of InSPAration’s trade secrets and confidential information. I agree that InSPAration’s trade secrets and confidential information were developed through a considerable investment of time, effort and money, are proprietary to InSPAration, are owned exclusively by InSPAration, and that their disclosure would be harmful and damaging to InSPAration’s business. I acknowledge that throughout my employment with InSPAration, I will be introduced to and develop relationships with customers, vendors, and other on behalf of InSPAration, and that I will, in all such relationships, act as an agent and for the benefit of InSPAration.
  5. Information in Tangible Form. I agree that all books, papers, records,  lists,  files, forms, reports, accounts, documents, webinars, podcasts, supplies, equipment, photographs, cassettes, compact disks, videotapes, databases, disks, data, computers, peripherals, hardware, programs, software, floppy disks, hard drives, thumb or portable drives, magnetic media, storage media, CD-ROM's, USBs, accessories, parts, components, manuals, documentation, research papers and information located in InSPAration’s offices or InSPAration’s electronic equipment, or on my personal electronic equipment, and all databases, disks, computer programs, computer software, and data relating in any manner to InSPAration or its business, operations, prices, vendors, suppliers or customers, whether prepared by me or anyone else, and whether or not containing Confidential Information or Trade Secrets, are the exclusive property of InSPAration and that I shall immediately return them to InSPAration on the date of the voluntary or involuntary termination of my employment, or earlier at InSPAration’s request at any time.  I agree that InSPAration can remotely electronically wipe any personal electronic equipment which was ever used to access InSPAration systems, data, or information in order to protect InSPAration’s Confidential Information and Trade Secrets.
  6. Confidentiality. I agree to keep secret and treat confidentially all of InSPAration’s Confidential Information and Trade Secrets, whether or not copyrightable or patentable. I agree not to do any of the following, directly or indirectly: use, publish, disclose or communicate any of InSPAration’s Confidential Information or Trade Secrets to anyone, except in the faithful performance of my duties for InSPAration; print, copy, publish, display, reproduce or allow anyone else to print, copy, publish, display or reproduce any information in tangible form containing InSPAration’s Confidential Information or Trade Secrets; aid others in learning of or using or planning the use of any of InSPAration’s Confidential Information or Trade Secrets, except in the faithful performance of my duties for InSPAration; use InSPAration’s Confidential Information or Trade Secrets for my own account or benefit; or aid, assist or plan for other persons to use InSPAration’s Confidential Information or Trade Secrets for their own account or benefit. This obligation of confidentiality shall exist during my employment by InSPAration, and it shall continue after the date of the voluntary or involuntary termination of my employment for the longer of (i) five (5) years, or (ii) the date that all elements of the Confidential Information and Trade Secrets are public knowledge and no longer proprietary to InSPAration. This obligation of confidentiality shall not be released in case of the public availability of a part of InSPAration’s Confidential Information or Trade Secrets, it being acknowledged that individual elements of InSPAration’s Confidential Information or Trade Secrets may, through no fault of InSPAration, become publicly available, but the availability of individual elements of Confidential Information or Trade Secrets does not result in practical knowledge of the use or value of those elements, nor does it make publicly known the integrated package of information and know-how having value to InSPAration’s business as useful information. The confidentiality obligations herein shall not prohibit me from providing Confidential Information or Trade Secrets pursuant to a lawful order from a court or agency of competent jurisdiction, or as otherwise required by law; however, in such event, I shall promptly inform InSPAration of any such operation of law, and I shall take reasonable steps to prevent the disclosure of Confidential Information or Trade Secrets until InSPAration has been informed of such operation of law, and have had a reasonable opportunity to seek an appropriate protective order.
  7. Copyrights, Trademarks and Patents. I agree that every writing, conception, invention, discovery, know-how, plan, program, idea, information, and tangible expression of idea relating to InSPAration’s business, or which arises out of my use of InSPAration’s time, facilities, or money is the property of InSPAration, and that I shall cooperate with InSPAration in registering any copyright, trademark, patent, or other protection in the name and for the benefit of InSPAration. To the extent that I might, by operation of law, acquire any right, title, or interest in any such intellectual property as described in this Section VII of this Agreement, I hereby assign all such right, title, and interest in any such intellectual property to InSPAration, and acknowledge that I shall retain no proprietary, ownership, or copyright interest in the same.
  8. Non-Solicitation and Non-Acceptance. I hereby expressly covenant and agree, which covenants and agreements are of the essence of this Agreement, that during the term of this Agreement, and for two years after the termination of this Agreement, regardless of whether such termination was voluntary or involuntary:
    1. I will not call upon any customer(s) and/or guest(s) of InSPAration for the purpose of soliciting or selling or performing similar services as are contemplated herein, except for services performed pursuant to this Agreement for InSPAration; and,
    2. I will not call upon, solicit or attempt to take away any customer(s) and/or guest(s) of InSPAration; or the business or patronage of any customer and/or guest of InSPAration; or otherwise interfere with or disturb the relationship existing between InSPAration and any of its customers, guests, suppliers, or other parties contracting with InSPAration, either directly or indirectly, for themself, or for or with or through any other person or entity; I agree not to accept any business or perform any services for any customer and/or guest who used the services or facilities of InSPAration in any manner and for any purpose during the term of this Agreement, and for two years subsequent to the termination of this Agreement, whether such termination is voluntary or involuntary, and regardless of who initiated contact between myself and such customer and/or guest; and,
    3. I will not, during the term of this Agreement, or at any time subsequent thereto, divulge or communicate to any person not specifically authorized by InSPAration to receive same, any information of a secret or confidential nature which has been revealed to them by virtue of their contractual relationship with InSPAration or otherwise, including but not limited to Confidential Information as defined in Section 1(c) of this Agreement; and  I covenant that I will not practice or make use of such information for myself, or for or in behalf of any other person or entity, unless expressly authorized in writing by InSPAration; and,
    4. I will not, directly or indirectly, influence, assist, or advise any other person to employ or engage anyone who is, shall be, or has been associated with InSPAration; nor will I directly or indirectly, induce, influence, or advise any person who is or shall be associated with InSPAration to leave the service of InSPAration, or to engage, directly or indirectly, alone or with any other person, whether as a principal, partner, agent, employee, officer, director, or in any other manner or capacity in the business of providing services similar to those provided by InSPAration, which services currently include assisting prospective entrepreneurs and current owners of Medical Spas and Day Spas succeed by starting, and or expanding their businesses, which assistance includes without limitation: providing effective business models, innovative marketing strategies, team training, executive coaching, blueprints, and consulting services; providing Medical Spa development, advanced business education, and marketing tools and strategies; developing innovative, effective educational programs and business strategies; conducting leadership seminars and writing and publishing business strategies and blueprints; providing continuing education services for Medical Spa professionals, and; generating and providing financial reports, business manuals, marketing, business assessments, training, and business models for Medical Spas within the U.S.A.
    5. It is understood that the restrictive covenants of this Section VIII of this Agreement are each independent covenants, separately enforceable from the remainder of this Agreement and from each other, and are supported by adequate consideration. The provisions hereof shall apply regardless of the reason of any termination of this Agreement. It is mutually understood and agreed that if any of the provisions relating to time and territory in the foregoing restrictive covenants placed upon I are more extensive than is enforceable under the laws of any state wherein the terms thereof are sought to be enforced, then the Parties hereto do hereby agree that they will amend the terms of such time and territorial provisions insofar as they pertain to such state and will alter the degree and extent of such provisions by whatever minimum amount of reduction or alteration  therein as may be necessary to bring such provisions within the ambit of enforceability within such state, or absent agreement between the Parties as to such alteration, the Parties hereto specifically agree to binding arbitration by a court of competent jurisdiction as to the degree and extent of such provisions.
    6. InSPAration shall be entitled to pursue any and all legal and equitable remedies available under applicable law for any breach of this Agreement. In the event InSPAration pursues injunctive relief, it is agreed that no bond or other security shall be necessary prior to InSPAration’s pursuit and/or enforcement of any temporary, preliminary, or permanent injunctive relief. If I violate the non-solicitation restrictions contained in this Section VIII of this Agreement, the Parties agree that actual damages from such violation are speculative, and would be impossible or inadequate to ascertain and calculate, and in addition to any other legal or equitable remedy granted, the amount of $10,000.00 per violation shall be due to InSPAration as liquidated damages for each such violation. The Parties agree that such amount is not a penalty, but is a reasonable estimate of some of the damages that would result from any breach, but such amount does not provide InSPAration with an adequate remedy at law for any breach that I may commit.
    7. The Parties hereto understand and agree that the nature of the information which may be received by myself pursuant to the operation of this Agreement are of a confidential nature, and that the restrictive covenants hereinabove set forth are reasonable and are reasonably necessary for the protection of InSPAration. It is understood and agreed that it is not the intention  of the Parties herein to prohibit the utilization of my personal proficiencies and skills, but it is our intent to restrict the use or communication of confidential information, methods, procedures, and techniques obtained by reason of my position or contractual relationship with InSPAration. Should InSPAration find it necessary to  bring  legal action to prevent violation of the terms of this Agreement, I shall pay any such court costs and reasonable attorneys' fees. The prevailing Party in any legal action shall be entitled to payment of their fees by the non-prevailing Party.
  9. Remedies. I agree that each of the above matters is important, material, confidential, and gravely affects the effective and successful conduct of the business of InSPAration, and affects its value, reputation and goodwill. If I breach, or threaten to breach, any provision of this Agreement, InSPAration is entitled to obtain temporary and permanent injunctions, specific performance, damages (to the extent, if at all, that they are ascertainable; including but not limited to compensatory, incidental, consequential, punitive, exemplary, and lost-profits damages), costs and reasonable attorneys’ fees at all levels, including but not limited to appeals. I agree that if I breach any provision of this Agreement it shall be conclusively presumed that irreparable injury would result to InSPAration, and there would be no adequate remedy at law. I agree that the covenant not to compete contained in this Agreement is reasonably limited in time and geographic area, and protects the legitimate business interest of InSPAration. In the event that InSPAration should seek an injunction under this Agreement, I hereby waive any requirement that InSPAration post bond or other similar security therefor.  This Agreement does not limit the rights and remedies that InSPAration otherwise has by law equity or statute.
  10. Miscellaneous. The words "I", "me", “myself”, and “my” refer to the undersigned employee of InSPAration. Wherever used in this Agreement, the phrase "directly or indirectly" includes, but is not limited to, acting through my spouse, children, parents, brothers, sisters, or any other relatives, friends, co-workers, employees, business partners, trustees, agents or associates.  The right of InSPAration under this Agreement may be assigned, but I may not assign any of my rights or obligations under this Agreement, and any attempted assignment shall be void and unenforceable.  The title of this Agreement and the paragraph headings of this Agreement are not substantive parts of this Agreement, and shall not limit or restrict this Agreement in any way. This Agreement is not a contract for future employment, and does not change the fact that my employment may be terminated at any time, by either myself or InSPAration, at will, with or without notice or cause.  Nothing in this Agreement modifies the at-will employment relationship between myself and InSPAration.  No change, addition, deletion or amendment of this Agreement shall be valid or binding on me or InSPAration unless in writing and signed by me and InSPAration.  No failure by InSPAration to insist upon the strict performance of any terms and conditions of this Agreement, or to exercise any right or remedy available to InSPAration, will constitute a waiver of any term or condition of this Agreement. InSPAration’s failure to act on any breach or default will not affect or alter any term or condition of this Agreement, and such term or condition will continue in full force and effect with respect to any other then-existing or subsequent breach or default thereof. This Agreement shall be governed by Florida law and/or applicable federal law.  This Agreement is in addition to any other Agreement signed by me with InSPAration, and does not supersede any such other Agreement, unless the Agreement was replaced by this Agreement.  This Agreement is intended to be a valid contract under Florida Statutes §542.335.  If a court of competent jurisdiction finally determines any part of this Agreement to be unenforceable, then the remainder of this Agreement shall be severed from the Agreement and shall be enforceable.  If a court of competent jurisdiction finally determines that my obligations under this Agreement are unreasonable in time or geographic area, then the court may reduce the term of years or the geographical range, or both, to be enforceable.

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I, the undersigned employee, have read this Confidentiality, Non-Solicitation, Non-Acceptance, and Trade Secret Agreement, I understand its terms, and I agree to be bound thereby.

Employee:

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Signed by Dori Soukup
Signed On: October 15, 2020


Signature Certificate
Document name: Confidential Agreement
lock iconUnique Document ID: 5c0c86931065201f756b1116f5918efe87067773
Timestamp Audit
August 28, 2020 11:56 AM ESTConfidential Agreement Uploaded by Dori Soukup - accounting@insparationmanagement.com IP 97.104.113.122
August 28, 2020 12:17 PM ESTTara Lamkin - tara@insparationmanagement.com added by Dori Soukup - accounting@insparationmanagement.com as a CC'd Recipient Ip: 97.104.113.122
August 28, 2020 12:17 PM ESTDori Soukup - dori@insparationmanagement.com added by Dori Soukup - accounting@insparationmanagement.com as a CC'd Recipient Ip: 97.104.113.122
August 28, 2020 1:47 PM ESTTara Lamkin - tara@insparationmanagement.com added by Dori Soukup - accounting@insparationmanagement.com as a CC'd Recipient Ip: 97.104.113.122
August 28, 2020 1:47 PM ESTDori Soukup - dori@insparationmanagement.com added by Dori Soukup - accounting@insparationmanagement.com as a CC'd Recipient Ip: 97.104.113.122
August 28, 2020 1:53 PM ESTTara Lamkin - tara@insparationmanagement.com added by Dori Soukup - accounting@insparationmanagement.com as a CC'd Recipient Ip: 97.104.113.122
August 28, 2020 1:53 PM ESTDori Soukup - dori@insparationmanagement.com added by Dori Soukup - accounting@insparationmanagement.com as a CC'd Recipient Ip: 97.104.113.122