Common use of Non-Solicitation; Confidentiality Clause in Contracts

Non-Solicitation; Confidentiality. In consideration of the benefits and protections of this Agreement, Employee agrees to the following: (a) During the term of Employee’s employment by the Employer, and for a period of one year following the termination of Employee’s employment for any reason, Employee will not, directly or indirectly: (i) solicit, divert, or take away, or attempt to solicit, divert, or take away from the Employer the business of any person who the Employee knows or reasonably should know is a customer or identified, prospective customer of the Employer, or cause any such person to refrain, in any respect, from conducting business with the Employer; or (ii) solicit, request, or induce, or attempt to solicit, request, or induce any employee of the Employer or FTC to terminate employment with the Employer or FTC and accept employment with another person, firm, corporation, or other entity; provided, however, that general advertisements for employment that are not directed to the Employer’s or FTC’s employees will not violate this Section 7. (b) The Employee will not at any time use for his own benefit, copy or make known in any manner to any person, firm, corporation or other entity the contents of any agreements (including this Agreement), memoranda, correspondence, writings, drawings, reports, charts, or other media, of or related to information, data, methods, systems, processes, concepts or technologies, used or developed by the Employee, the Employer, or FTC, including, without limitation, any and all trade secrets (as defined under Florida law), proprietary information or other confidential information acquired by the Employee in connection with the Employee’s employment with the Employer. The Employee understands and agrees that the lists of existing or prospective customers, vendors, and contractors of the Employer, as such may exist from time to time, and information concerning such customers, vendors, and contractors are valuable, special and unique assets of the Employer’s business which are entitled to protection under the provisions of this Section 7. (c) The parties acknowledge and agree that money damages cannot fully compensate Employer in the event of Employee’s violation of the provisions of this Section 7. Thus, in the event of a breach of any of the provisions of this Section 7, Employee agrees that Employer, upon application to a court of competent jurisdiction, shall be entitled to an injunction restraining Employee from any further breach of the terms of this Section 7. Employee’s sole remedy, in the event of the wrongful entry of such injunction, shall be the dissolution of such injunction. Employee hereby waives any and all claims for damages by reason of the wrongful issuance of any such injunction. (d) This Section 7 shall survive termination of this Agreement for any reason.

Non-Solicitation; Confidentiality. In consideration of the benefits and protections of this Agreement, Employee agrees to the following: (a) During Agency covenants that for the term entirety of Employee’s employment by the Employer, Term and for a period of one year following two (2) years after the termination of Employee’s employment for any reasonTerm has ended, Employee Agency will not, directly or indirectly: : (i1) solicit, divert, or take away, divert or attempt to solicitdivert any business, divertvendor, account, or take away from the Employer the client of Client to any competing business of or services; and (2) employ or seek to employ any person who that is employed by Client, or otherwise directly or indirectly induce such persons to leave their employment. (b) Agency acknowledges that in providing the Employee knows or reasonably should know is a customer or identifiedServices under this Agreement, prospective customer Agency may have access to information of the EmployerClient and the Client’s clients that is of a confidential or proprietary nature. For purposes of this Agreement, all non-public information (whether orally disclosed, provided electronically, or cause any such person provided in tangible form, before or after the date of this Agreement) provided by the Client (or on behalf of the Client by one of its officers, directors, employees, representatives or advisors) to refrainAgency regarding the Client’s business dealings, in any respectclients, from conducting business with the Employer; or (ii) solicitclient lists, requestintellectual property, operations, affairs, services, or induceproducts shall be referred to herein as “Confidential Information”. Confidential Information shall also include, but not be limited to: corporate information; strategies, tactics, and methods; employment and compensation information; financial reports or other information; operational information (including, but not limited to, information related to intellectual property, trade secrets, methods, know-how, and other proprietary information such as drawings, designs, and logos); information received by the Client in confidence from customers, strategic partners or others and all notes, analyses, compilations, studies, designs, mock-ups, or attempt other documents prepared by Agency which contain such information. During the Term and for two (2) years after the termination thereof, Agency agrees to solicit, request, or induce any employee receive and hold all of the Employer or FTC Confidential Information in strict confidence, and not to terminate employment with the Employer or FTC and accept employment with another disclose such Confidential Information to any person, firm, corporation, association or other entity; providedentity for any reason or purpose whatsoever, however, that general advertisements for employment that are not directed to the Employer’s or FTC’s employees will not violate this Section 7. (b) The Employee will not at make use of any time use such information for his own benefit, copy purposes or make known in any manner to for the benefit of any person, firm, corporation or other entity (except the contents of Client) under any agreements (including this Agreement), memoranda, correspondence, writings, drawings, reports, charts, or other media, of or related to information, data, methods, systems, processes, concepts or technologies, used or developed by the Employee, the Employer, or FTC, including, without limitation, any and all trade secrets (as defined under Florida law), proprietary information or other confidential information acquired by the Employee in connection with the Employee’s employment with the Employer. The Employee understands and agrees that the lists of existing or prospective customers, vendors, and contractors of the Employer, as such may exist from time to time, and information concerning such customers, vendors, and contractors are valuable, special and unique assets of the Employer’s business which are entitled to protection under the provisions of this Section 7circumstances. (c) The parties acknowledge provisions of this Paragraph 6 shall not apply to any Confidential Information that: (i) is now or subsequently becomes generally available to the public through no action, directly or indirectly, of Agency; (ii) Agency can demonstrate has been independently developed by Agency without reference to Confidential Information; (iii) Agency can demonstrate was available to Agency on a non-confidential basis prior to its production by the Client; (iv) is disclosed by Agency with the prior written consent of the Client; (v) becomes known to Agency on a non-confidential basis from a third party source with no confidentiality obligations to the Client; or (vi) is required to be disclosed by law, governmental regulation, or court order (subject to the provisions of Paragraph 6(c) below). Agency hereby acknowledges and agree agrees that money damages cannot fully compensate Employer in the event of Employee’s any violation of the above confidentiality provisions of this Section 7. Thus, in the event of a breach of any of the provisions of this Section 7, Employee agrees that Employer, upon application Paragraph 6(a) and 6(b) will result in harmful damage to a court of competent jurisdiction, shall be entitled to an injunction restraining Employee from any further breach of the terms of this Section 7. Employee’s sole remedy, in the event of the wrongful entry of such injunction, shall be the dissolution of such injunction. Employee hereby waives any and all claims for damages by reason of the wrongful issuance of any such injunctionClient. (d) This Section 7 shall survive termination In the event that Agency is requested or required by judicial process to disclose any of this Agreement for the Confidential Information, or any reasoninformation relating to Agency’s opinion, judgment or recommendations concerning the Confidential Information, Agency will provide the Client with prompt written notice of such request. Agency will not oppose any action by the Client to obtain an appropriate protective order or other reliable assurance that confidential treatment will be accorded to the Confidential Information.