Confidentiality Agreement
This agreement (the "Agreement") is made and entered into by and between
Vista Vacations International, Inc., a Florida corporation (hereinafter together
with its affiliates referred to as "Vista Vacations"), and Xxxxxx Xxxxxxxx,
("Xx. Xxxxxxxx"), an individual hereinafter collectively referred to as the
"Parties or generically as a "Party").
Witnesseth:
IN CONSIDERATION FOR BEING MADE PRIVY to confidential information and being
introduced to the business contacts and business operations of Vista Vacations,
the Party providing the information being hereinafter generically referred to as
the "Provider" and the Party receiving the information being hereinafter
referred to as the "Recipient"), the Parties hereby irrevocably agree not to
disclose the confidential information and or trade secrets (
1.1 Confidentiality.
(a) Xx. Xxxxxxxx acknowledges that, in and as a result of his employment
hereunder, he will be developing for Vista Vacation, making use of,
acquiring and/or adding to, confidential information of special and unique
nature and value relating to such matters as Vista Vacation 's trade
secrets, systems, procedures, manuals, confidential reports, personnel
resources, strategic and tactical plans, advisors, clients, investors and
funders; consequently, as material inducement to the entry into this
Agreement by Vista Vacation , Xx. Xxxxxxxx hereby covenants and agrees that
he shall not, at anytime during or following the terms of his employment
hereunder, directly or indirectly, personally use, divulge or disclose, for
any purpose whatsoever, any of such confidential information which has been
obtained by or disclosed to him as a result of his employment by Vista
Vacation, or Vista Vacation's affiliates.
(b) In the event of a breach or threatened breach by Xx. Xxxxxxxx of any of the
provisions of this Section 1.1 Vista Vacation, in addition to and not in
limitation of any other rights, remedies or damages available to Vista
Vacation, whether at law or in equity, shall be entitled to a permanent
injunction in order to prevent or to restrain any such breach by Xx.
Xxxxxxxx, or by Xx. Xxxxxxxx'x partners, agents, representatives, servants,
employers, employees, affiliates and/or any and all persons directly or
indirectly acting for or with him.
1.2 Special Remedies.
In view of the irreparable harm and damage which would undoubtedly occur to
Vista Vacation as a result of a breach by Xx. Xxxxxxxx of the covenants or
agreements contained in this Article One, and in view of the lack of an adequate
remedy at law to protect Vista Vacation 's interests, Xx. Xxxxxxxx hereby
covenants and agrees that Vista Vacation shall have the following additional
rights and remedies in the event of a breach hereof:
(a) Xx. Xxxxxxxx hereby consents to the issuance of a permanent injunction
enjoining him from any violations of the covenants set forth in Section 1.1
hereof; and
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(b) Because it is impossible to ascertain or estimate the entire or exact cost,
damage or injury which Vista Vacation may sustain prior to the effective
enforcement of such injunction, Xx. Xxxxxxxx hereby covenants and agrees to
pay over to Vista Vacation , in the event he violates the covenants and
agreements contained in Section 1.2 hereof, the greater of:
(i) Any payment or compensation of any kind received by him because of
such violation before the issuance of such injunction, or
(ii) The sum of One Thousand ($1,000.00) Dollars per violation, which sum
shall be liquidated damages, and not a penalty, for the injuries
suffered by Vista Vacation as a result of such violation, the Parties
hereto agreeing that such liquidated damages are not intended as the
exclusive remedy available to Vista Vacation for any breach of the
covenants and agreements contained in this Article One, prior to the
issuance of such injunction, the Parties recognizing that the only
adequate remedy to protect Vista Vacation from the injury caused by
such breaches would be injunctive relief.
1.3 Cumulative Remedies.
Xx. Xxxxxxxx hereby irrevocably agrees that the remedies described in
Section 1.2 hereof shall be in addition to, and not in limitation of, any of the
rights or remedies to which Vista Vacation is or may be entitled to, whether at
law or in equity, under or pursuant to this Agreement.
1.4 Acknowledgment of Reasonableness.
Xx. Xxxxxxxx hereby represents, warrants and acknowledges that he has
carefully read and considered the provisions of this Article One and, having
done so, agrees that the restrictions set forth herein are fair and reasonable
and are reasonably required for the protection of the interests of Vista
Vacation, its officers, directors and other employees; consequently, in the
event that any of the above-described restrictions shall be held unenforceable
by any court of competent jurisdiction, Xx. Xxxxxxxx hereby covenants, agrees
and directs such court to substitute a reasonable judicially enforceable
limitation in place of any limitation deemed unenforceable and, Xx. Xxxxxxxx
hereby covenants and agrees that if so modified, the covenants contained in this
Article One shall be as fully enforceable as if they had been set forth herein
directly by the Parties. In determining the nature of this limitation, Xx.
Xxxxxxxx hereby acknowledges, covenants and agrees that it is the intent of the
Parties that a court adjudicating a dispute arising hereunder recognize that the
Parties desire that this covenant not to compete be imposed and maintained to
the greatest extent possible.
1.5 Unauthorized Acts.
Xx. Xxxxxxxx hereby covenants and agrees that he will not do any act or
incur any obligation on behalf of Vista Vacation of any kind whatsoever, except
as authorized by its board of directors or by its stockholders pursuant to duly
adopted stockholder action.
2.1 Duration.
The obligation to keep Information confidential shall expire two years from
the date of the disclosure.
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3.1 No Licenses Granted.
The furnishing of any Information hereunder shall not be constructed as
the granting of a licenses under any patent application as implying any
obligation other than as specifically recited herein.
4.1 Governing Law & Venue.
(1) This Agreement shall be governed and constructed in accordance with laws of
the State of Florida (other than its conflict of law provisions) and the
United States of America.
(2) Venue for any proceedings arising hereunder shall be in _____ County,
Florida.
5.1. Attorney Fees.
If any legal actions arise related to this Agreement, the prevailing Party
shall be entitled to recover its court costs and reasonable attorney's fees.
6.1. Notice.
(1) All notices, demands or other communications hereunder shall be in
writing, and unless otherwise provided, shall be deemed to have been
duly given on the first business day after mailing by registered or
certified mail, return receipt requested, postage prepaid, addressed as
follows:
(2) To AmeriNet:
AmeriNet Xxxxx.xxx, Inc.
0000 Xxxxx Xxxxxxxx Xxxxx, Xxxxx 000; Xxxx Xxxxx, Xxxxxxx 00000
Attention: Xxxxxxx Xxxxxx Xxxxxx, President
Telephone (000) 000-0000, Fax (000) 000-0000; and, e-mail
xxxxxxxxx@xxxxxxxxxxxxx.xxx; with a copy to
General Counsel
AmeriNet Xxxxx.xxx, Inc.
0000 Xxxxxxxxx 00xx Xxxxxxx; Xxxxx, Xxxxxxx
00000 Telephone (000) 000-0000, Fax (000) 000-0000; and,
e-mail, XXxxxxxxXx@xxx.xxx
(3) To Vista Vacations:
Vista Vacations International, Inc.
0000 XX 00xx Xxxxxx, Xxxxxxx, Xxxxxxx 00000
Attention: Xxxx X. Xxxxxx President
Telephone (000) 000-0000, Fax (000) 000-0000;
and, web site: xxx.Xxxxx@Xxxxxx.xxx
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(4) To Yankees:
The Yankee Companies, Inc.
0000 Xxxxx Xxxxxxxx Xxxxx, Xxxxx 000; Xxxx Xxxxx, Xxxxxxx 00000
Attention: Xxxxxxx Xxxxx Xxxxxx, President
Telephone (000) 000-0000, Fax (000) 000-0000;
and, e-mail xxxxxxxxxx@xxxxxx.xxx;
(5) To Xx. Xxxxxxxx:
Xxxxxx Xxxxxxxx
00000 X. Xxxxxx Xxxxx, Xxxx Xxxxx, Xxxxxxx 000000
Telephone (954)
or such other address or to such other person as any Party shall
designate to the other for such purpose in the manner hereinafter set
forth.
(2) (a) The decision by any Party not to use the services of legal
counsel in conjunction with this transaction shall be solely at
their own risk, each Party acknowledging that applicable rules of
the Florida Bar prevent AmeriNet's general counsel, who has
reviewed, approved and caused modifications on behalf of
AmeriNet, from representing anyone other than AmeriNet in this
transaction.
IN WITNESS WHEREOF, the Parties have executed this Agreement, effective as
of the last date set forth below.
Signed, Sealed & Delivered
In Our Presence
The Individual Signee
----------------------------
/s/ Xxxxxx Xxxxxxxx
---------------------------- ------------------------
Signature
Dated: Xxxxx 00, 0000 Xxxxxx Xxxxxxxx
-----------------------
Print name
Vista Vacations International, Inc.
----------------------------
____________________________ By: /s/ Xxxx X. Xxxxxx
______________________________
Xxxx X. Xxxxxx, President
(Corporate Seal)
Attest: /a/ Xxxxxx Xxxxxxxxx
______________________________
Xxxxxx Xxxxxxxxx, Secretary
Dated: February 28, 2000
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