Employee Agreement/Confidentiality, Non-Compete and Non-Solicitation Agreement
This Agreement confirms that, effective this day, you are retained as an at-will (part time) - employee of Doug Miller 19, Inc.
As an at-will employee, DM19INC makes no express or implied commitment that your employment will have a minimum or fixed term, that DM19INC may take adverse employment action only for cause or that your employment is terminable only for cause. Either you or DM19INC may terminate the employment relationship at any time for any reason. Should you voluntarily terminate your employment with DM19INC, you agree to provide DM19INC with 72 hours advance notice of your desired termination date. Additionally, DM19INC may take any other employment action at any time for any reason. No one at DM19INC may make, unless specifically authorized in writing by DM19INC’s Chief Executive Officer and/or Board of Directors, any promise, express or implied, that your employment is for any fixed term or that cause is required for the termination of, or change in, the employment relationship.
Your job description: See addendum “A”
You will be compensated: See addendum “B”
In consideration of, and as a condition of employment with DM19INC, and in consideration of the other rights and privileges of employment with the DM19INC, the undersigned makes this Agreement. In so doing, the undersigned agrees that DM19INC has a legitimate interest in preventing him or her from exploiting or appropriating the assets and goodwill of DM19INC which have been created and maintained at DM19INC’s.
For purposes of this Agreement:
(a)“Confidential Information” means any and all information and material proprietary to DM19INC or not generally known or available to the public in which DM19INC has any interest or rights now or in the future, including without limitation DM19INC's business strategies, client lists, client evaluations, client information, agreement terms, databases and anything else that might be construed as proprietary or confidential in nature. Confidential Information shall not include information and material (i) publicly available through no action by the undersigned, (ii) released by DM19INC with a written waiver of confidentiality, (iii) lawfully obtained from third parties, or (iv) previously known or developed by third parties independently of DM19INC and the undersigned, provided that such knowledge or development can be independently substantiated, and
(b) “Termination” means termination or cessation of employment or other contractual relationship giving rise to the undersigned’s services on behalf of DM19INC (for whatever reason or no reason and whether such termination or cessation occurs at your instance or at the instance of DM19INC.
During the course of his or her employment, the undersigned may have access to, develop, or otherwise be exposed to or aware of Confidential Information. Such Confidential Information must be kept strictly confidential. Both during and after his or her Termination, the undersigned agrees: (a) to take every reasonable precaution to safeguard and treat the Confidential Information as confidential, (b) not to disclose the Confidential Information to any third party except as part and in furtherance of the business of the Company, and (c) not to disclose or use the Confidential Information in any manner that would not be in the interests of the Company.
For a period of one (1) year after the undersigned is no longer employed by DM19INC, or such time as the undersigned ceases to provide services to DM19INC as an independent contractor, as the case may be, the undersigned will not directly or indirectly engage in any business that competes with DM19INC. This covenant shall apply to the geographical area that includes the area within a twenty-five (25) mile radius of 4618 Ridge Rd West, Spencerport NY 14559.
The undersigned agrees that, during his/her employment and for a period of one year after Termination, he/she shall not, directly or indirectly, including among others as a director, officer, employee, agent, partner or equity owner (except as owner of less than 1% of the shares of the publicly traded stock of a corporation) of any entity, solicit or contact with a view toward soliciting any past or present client of DM19INC or prospective client of DM19INC, the identity of whom was learned through his/her employment with DM19INC or, for purposes of offering services intended to compete with services offered to such clients by DM19INC.
The undersigned further agrees, as a condition of continued employment, that for a period of one year after Termination, he or she will not induce or attempt to induce any employee, agent or consultant of DM19INC, or any subsidiary to terminate his or her employment or association with DM19INC, or any affiliates.
By execution of this Agreement the parties acknowledge that they regard the restrictions on confidentiality, solicitation and inducement activities contained in this Agreement as reasonable and compatible with their respective rights and expectations. If, however, any of the restrictions shall for any reason be held by a court of competent jurisdiction to be excessively broad (including among others as to duration, geographical scope, activity or subject), such restrictions shall be construed so as to be limited or reduced to be enforceable to the extent compatible with applicable law.
The undersigned acknowledges that DM19INC’s legal remedies for a breach of this provision shall be inadequate and that in addition to all other remedies available to it at law or in equity, DM19INC shall be entitled to obtain injunctive relief to enforce this provision. He or she also authorizes DM19INC to provide a copy of this Agreement to any future employer of the undersigned so that such employer shall be aware of the undersigned’s obligations hereunder.
The undersigned further agrees that he/she has reviewed and understands the DM19INC’s Coach’s Code of Conduct.
In the event of any dispute arising under this Agreement, it is agreed that the law of New York State shall govern the interpretation, validity and effect of this Agreement.