The I-ShopTheWorld.com, LLC CONFIDENTIALITY AND NON-DISCLOSURE AGREEMENT
THIS CONFIDENTIALITY AND NON-DISCLOSURE AGREEMENT dated this [DAY] day of [MONTH], [YEAR] BETWEEN:
I-ShopTheWorld.com, LLC of 32 Cove Road. Melbourne Beach, FL, 32951
OF THE FIRST PART
- AND – [CONSULTANT]
of
[CONSULTANT ADDRESS]
OF THE SECOND PART
WHEREAS: [CONSULTANT] is currently or may be employed as an independent contractor with I-ShopTheWorld.com, LLC for the position as a consultant or responsibility of in addition to any other position or responsibility now or later held with I-ShopTheWorld.com, LLC (the ‘Employment’).
[CONSULTANT] will receive from I-ShopTheWorld.com, LLC, or develop on the behalf of I-ShopTheWorld.com, LLC, Confidential Information as a result of the Employment.
IN CONSIDERATION OF and as a condition of I-ShopTheWorld.com, LLC employing and I-ShopTheWorld.com, LLC providing the Confidential Information to in addition to other valuable consideration, the receipt and sufficiency of which consideration is hereby acknowledged, the parties to this Agreement agree as follows:
Confidential Information
[CONSULTANT] acknowledges in any [CONSULTANT] position may hold, in and as a result of [CONSULTANT]’s employment by I-ShopTheWorld.com, LLC, will, or may, be making use of, acquiring or adding to information about certain matters and things which are confidential to I-ShopTheWorld.com, LLC and which information is the exclusive property of I-ShopTheWorld.com, LLC, including, without limitation: ‘Confidential Information’ means all data and information relating to the business and management of I-ShopTheWorld.com, LLC, including proprietary and trade secret technology and accounting records to which access is obtained by , including Work Product, Other Proprietary Data, Business Operations, Marketing and Development Operations, and Customers. Confidential Information will also include any information which has been disclosed by a third party to I-ShopTheWorld.com, LLC and governed by a non-disclosure agreement entered into between the third party and I-ShopTheWorld.com, LLC. Confidential Information will not include information that: is generally known in the industry of I-ShopTheWorld.com, LLC; is now or subsequently becomes generally available to the public through no wrongful act of [CONSULTANT]; [CONSULTANT] rightfully had in its possession prior to the disclosure to by I-ShopTheWorld.com, LLC; is independently created by [CONSULTANT] without direct or indirect use of the Confidential Information; or [CONSULTANT] rightfully obtains from a third party who has the right to transfer or disclose it. ‘Work Product’ means work product resulting from or related to work or projects performed or to be performed for I-ShopTheWorld.com, LLC or for clients of I-ShopTheWorld.com, LLC, of any type or form in any stage of actual or anticipated research and development; ‘Other Proprietary Data’ means information relating to I-ShopTheWorld.com, LLC’s proprietary rights prior to any public disclosure of such information, including but not limited to the nature of the proprietary rights, production data, technical and engineering data, test data and test results, the status and details of research and development of products and services, and information regarding acquiring, protecting, enforcing and licensing proprietary rights (including patents, copyrights and trade secrets); ‘Business Operations’ means internal personnel and financial information, vendor names and other vendor information (including vendor characteristics, services and agreements), purchasing and internal cost information, internal services and operational manuals, and the manner and methods of conducting I-ShopTheWorld.com, LLC’s business; ‘Marketing and Development Operations’ means marketing and development plans, price and cost data, price and fee amounts, pricing and billing policies, quoting procedures, marketing techniques and methods of obtaining business, forecasts and forecast assumptions and volumes, and future plans and potential strategies of I-ShopTheWorld.com, LLC which have been or are being discussed; and ‘Customers’ means names and customers and their representatives, contracts and their contents and parties, customer services, data provided by customers and the type, quantity and specifications of products and services purchased, leased, licensed or received by customers of I-ShopTheWorld.com, LLC.
Confidential Obligations
Except as otherwise provided in this Agreement, the Confidential Information will remain the exclusive property of I-ShopTheWorld.com, LLC; and will only be used by [CONSULTANT] for the Permitted Purpose. [CONSULTANT] will not use the Confidential Information for any purpose which might be directly or indirectly detrimental to I-ShopTheWorld.com, LLC or any of its affiliates or subsidiaries.
The obligations to ensure and protect the confidentiality of the Confidential Information imposed on [CONSULTANT] in this Agreement and any obligations to provide notice under this Agreement will survive the expiration or termination, as the case may be, of this Agreement and will continue for a period of five (5) years from the date of such expiration or termination.
[CONSULTANT] may disclose any of the Confidential Information: to such of its independent consultants, agents, representatives and advisors that have a need to know for the Permitted Purpose provided that: [CONSULTANT] has informed such personnel of the confidential nature of the Confidential Information; such personnel agree to be legally bound to the same burdens of confidentiality, non-use and non-disclosure as [CONSULTANT]; [CONSULTANT] agrees to take all necessary steps to ensure that the terms of this Agreement are not violated by such personnel; and [CONSULTANT] agrees to be responsible for and indemnify I-ShopTheWorld.com, LLC for any breach of this Agreement by its personnel. to a third party where I-ShopTheWorld.com, LLC has consented in writing to such disclosure; and to the extent required by law or by the request or requirement of any judicial, legislative, administrative or other governmental body.
Avoiding Conflict of Opportunities
It is understood and agreed that any business opportunity relating to or similar to I-ShopTheWorld.com, LLC’s current or anticipated business opportunities coming to the attention of [CONSULTANT] during [CONSULTANT]’s employment is an opportunity belonging to I-ShopTheWorld.com, LLC. Accordingly, [CONSULTANT] will advise I-ShopTheWorld.com, LLC of the opportunity and cannot pursue the opportunity, directly or indirectly, without the written consent of I-ShopTheWorld.com, LLC.
Without the written consent of I-ShopTheWorld.com, LLC, [CONSULTANT] further agrees not to: solely or jointly with others undertake or join any planning for or organization of any business activity competitive with the current or anticipated business activities of I-ShopTheWorld.com, LLC; and directly or indirectly, engage or participate in any other business activities which I-ShopTheWorld.com, LLC, in its reasonable discretion, determines to be in conflict with the best interests of I-ShopTheWorld.com, LLC.
Non-Solicitation
Any attempt on the part of [CONSULTANT] to induce others to leave I-ShopTheWorld.com, LLC’s employ, or any effort by [CONSULTANT] to interfere with I-ShopTheWorld.com, LLC’s relationship with its other independent consultants and contractors would be harmful and damaging to I-ShopTheWorld.com, LLC. [CONSULTANT] agrees that during the term of the Employment and for a period of three (3) years after the end of term of the Employment, will not in any way, directly or indirectly: induce or attempt to induce any independent consultant or contractor of I-ShopTheWorld.com, LLC to quit employment or retainer with I-ShopTheWorld.com, LLC; otherwise interfere with or disrupt I-ShopTheWorld.com, LLC’s relationship with its independent consultants and contractors; discuss employment opportunities or provide information about competitive employment to any of I-ShopTheWorld.com, LLC’s independent consultants or contractors; or solicit, entice, or hire away any independent consultant or contractor of I-ShopTheWorld.com, LLC. This obligation will be limited to those that were independent consultants or contractors of I-ShopTheWorld.com, LLC when was employed by I-ShopTheWorld.com, LLC.
Non-Competition
Other than through employment with a bona-fide independent party, or with the express written consent of I-ShopTheWorld.com, LLC, which will not be unreasonably withheld, [CONSULTANT] will not, during the continuance of this Agreement or within two (2) years after the termination or expiration, as the case may be, of this Agreement, be directly or indirectly involved with a business which is in direct competition with the particular business line of I-ShopTheWorld.com, LLC that was working during any time in the last year of employment with I-ShopTheWorld.com, LLC.
For a period of two (2) years from the date of termination or expiration, as the case may be, of the Employment, [CONSULTANT] will not divert or attempt to divert from I-ShopTheWorld.com, LLC any business I-ShopTheWorld.com, LLC had enjoyed, solicited, or attempted to solicit, from its customers, prior to termination or expiration, as the case may be, of the Employment.
Ownership and Title
[CONSULTANT] acknowledges and agrees that all rights, title and interest in any Confidential Information will remain the exclusive property of I-ShopTheWorld.com, LLC. Accordingly, [CONSULTANT] specifically agrees and acknowledges that will have no interest in the Confidential Information, including, without limitation, no interest in know-how, copyright, trade-marks or trade names, notwithstanding the fact that [CONSULTANT] may have created or contributed to the creation of the same.
[CONSULTANT] does hereby waive any moral rights that may have with respect to the Confidential Information.
This Agreement will not apply in respect of any intellectual property, process, design, development, creation, research, invention, know-how, trade names, trade-marks or copyrights for which: no equipment, supplies, facility or Confidential Information of I-ShopTheWorld.com, LLC was used, was developed entirely on [CONSULTANT]’s own time, and does not: relate to the business of I-ShopTheWorld.com, LLC, relate to [CONSULTANT]’s actual or demonstrably anticipated processes, research or development or result from any work performed by [CONSULTANT] for I-ShopTheWorld.com, LLC.
[CONSULTANT] agrees to immediately disclose to I-ShopTheWorld.com, LLC all Confidential Information developed in whole or in part by [CONSULTANT] during the term of [CONSULTANT]’s employment with I-ShopTheWorld.com, LLC and to assign to I-ShopTheWorld.com, LLC any right, title or interest [CONSULTANT] may have in the Confidential Information. [CONSULTANT] agrees to execute any instruments and to do all other things reasonably requested by I-ShopTheWorld.com, LLC (both during and after [CONSULTANT]’s employment with I-ShopTheWorld.com, LLC) in order to vest more fully in I-ShopTheWorld.com, LLC all ownership rights in those items transferred by [CONSULTANT] to I-ShopTheWorld.com, LLC.
Remedies
[CONSULTANT] agrees and acknowledges that the Confidential Information is of a proprietary and confidential nature and that any disclosure of the Confidential Information to a third party in breach of this Agreement cannot be reasonably or adequately compensated for in money damages and would cause irreparable injury to I-ShopTheWorld.com, LLC. Accordingly, [CONSULTANT] agrees that I-ShopTheWorld.com, LLC is entitled to, in addition to all other rights and remedies available to it at law or in equity, to an injunction restraining and any agents of [CONSULTANT], from directly or indirectly committing or engaging in any act restricted by this Agreement in relation to the Confidential Information.
Return of Confidential Information
[CONSULTANT] agrees that, upon request of I-ShopTheWorld.com, LLC or upon termination or expiration, as the case may be, of the Employment, [CONSULTANT] will turn over to I-ShopTheWorld.com, LLC all documents, disks or other computer media, or other material in the possession or control of that: may contain or be derived from ideas, concepts, creations, or trade secrets and other proprietary and Confidential Information as defined in this Agreement; or connected with or derived from [CONSULTANT]’s services to I-ShopTheWorld.com, LLC.
Notices
In the event that [CONSULTANT] is required in a civil, criminal or regulatory proceeding to disclose any part of the Confidential Information, [CONSULTANT] will give to I-ShopTheWorld.com, LLC prompt written notice of such request so I-ShopTheWorld.com, LLC may seek an appropriate remedy or alternatively to waive [CONSULTANT]’s compliance with the provisions of this Agreement in regards to the request.
If [CONSULTANT] loses or makes unauthorized disclosure of any of the Confidential Information, [CONSULTANT] will immediately notify I-ShopTheWorld.com, LLC and take all reasonable steps necessary to retrieve the lost or improperly disclosed Confidential Information.
The address for any notice to be delivered to any of the parties to this Agreement is as follows: I-ShopTheWorld.com, LLC: 32 Cove Rd., Melbourne Beach, FL 32951; and [CONSULTANT]: [CONSULTANT ADDRESS] .
In providing the Confidential Information, I-ShopTheWorld.com, LLC makes no representations, either expressly or impliedly, as to its adequacy, sufficiency, completeness, correctness or its lack of defect of any kind, including any patent or trademark infringement that may result from the use of such information.
Termination
This Agreement will automatically terminate on the date that [CONSULTANT]’s Employment with I-ShopTheWorld.com, LLC terminates or expires, as the case may be.
Assignment
Except where a party has changed its corporate name or merged with another corporation, this Agreement may not be assigned or otherwise transferred by either party in whole or part without the prior written consent of the other party to this Agreement.
Amendments
This Agreement may only be amended or modified by a written instrument executed by both I-ShopTheWorld.com, LLC and [CONSULTANT].
Governing Law
This Agreement will be construed in accordance with and governed by the laws of the State of Florida.
General Provisions
Headings are inserted for the convenience of the parties only and are not to be considered when interpreting this Agreement. Words in the singular mean and include the plural and vice versa. Words in the masculine mean and include the feminine and vice versa.
[CONSULTANT] is liable for all cost, expenses and expenditures including, and without limitation, the complete legal costs incurred by I-ShopTheWorld.com, LLC in enforcing this Agreement as a result of any default of this Agreement by [CONSULTANT].
I-ShopTheWorld.com, LLC and [CONSULTANT] acknowledge that this Agreement is reasonable, valid and enforceable. However, if a court of competent jurisdiction finds any of the provisions of this Agreement to be too broad to be enforceable, it is the parties’ intent that such provision be reduced in scope by the court only to the extent deemed necessary by that court to render the provision reasonable and enforceable, bearing in mind that it is [CONSULTANT]’s intention to give I-ShopTheWorld.com, LLC the broadest possible protection against disclosure of the Confidential Information.
No failure or delay by I-ShopTheWorld.com, LLC in exercising any power, right or privilege provided in this Agreement will operate as a waiver, nor will any single or partial exercise of such rights, powers or privileges preclude any further exercise of them or the exercise of any other right, power or privilege provided in this Agreement.
This Agreement will inure to the benefit of and be binding upon the respective heirs, executors, administrators, successors and assigns, as the case may be, of I-ShopTheWorld.com, LLC and [CONSULTANT].
This Agreement may be executed in counterpart.
Time will be of the essence of this Agreement.
This Agreement constitutes the entire agreement between the parties and there are no further items or provisions, either oral or otherwise.
IN WITNESS WHEREOF I-ShopTheWorld.com, LLC has duly affixed its signature by a duly authorized officer under seal and [CONSULTANT] has duly signed under hand and seal on this [DAY] day of [MONTH], [YEAR].
I-ShopTheWorld.com, LLC per: (SEAL)
[CONSULTANT]
Witness:
