MUTUAL NON-DISCLOSURE, NON-CIRCUMVENTION, AND NON-COMPETITION AGREEMENT
This Agreement is entered into between Stuart Hicks, President of The Local Salsa Company ("Company"), an Oregon corporation, and the undersigned party ("Confidant").
1. Purpose
The parties wish to explore potential business opportunities and may share confidential information. This Agreement ensures that such information is protected and prevents misuse or circumvention.
2. Confidential Information
"Confidential Information" includes all proprietary, business, and technical data shared in any form, except for information that:
Is publicly available through no fault of the receiving party;
Is lawfully obtained from a third party without restrictions; or
Is independently developed without reliance on the disclosed information.
3. Obligations of Confidentiality
The receiving party shall:
Keep Confidential Information strictly confidential;
Restrict access to necessary personnel under similar confidentiality obligations;
Not use, disclose, copy, or transmit Confidential Information without prior written consent; and
Return or destroy all Confidential Information upon request.
4. Non-Competition
For two (2) years after this Agreement terminates, the receiving party shall not:
Use Confidential Information for their own business or affairs without a new written agreement;
Engage in any business similar to the disclosing party’s;
Solicit the disclosing party’s clients, employees, or business contacts.
5. Non-Circumvention
The receiving party shall not contact, engage with, or conduct business with entities introduced by the disclosing party without prior written consent, avoiding the bypass of potential fees, profits, or business interests.
6. Term
This Agreement remains in effect for two (2) years from the date of execution. The confidentiality obligations remain in effect until the information is no longer considered proprietary or the disclosing party releases the receiving party in writing.
7. Remedies for Breach
In case of breach, the disclosing party may seek injunctive relief, actual damages, or liquidated damages for a minimum of $1,500 per violation.
8. Miscellaneous
No rights to intellectual property are granted under this Agreement. This Agreement does not create a partnership or obligation to enter into a business transaction. Modifications must be in writing and signed by both parties. If any provision is invalid, the remainder of the Agreement remains in effect.
9. Governing Law
This Agreement is governed by Oregon law. Disputes may be pursued in any appropriate jurisdiction.
10. Entire Agreement
This Agreement constitutes the entire understanding between the parties, superseding all prior discussions and agreements.
IN WITNESS WHEREOF, the parties have executed this Agreement as of the date below.
Agreed to and accepted by:
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