This Nondisclosure and Non-competition Agreement (this “Agreement”) is made by and between CHIOMA Nutrition, and the person completing the 2016 Ambassador/Representative (“applicant”) Application.
In consideration for and as a condition of the undersigned being engaged as an independent contractor by CHIOMA Nutrition, the parties hereby agree as follows:
- Non-Disclosure. Throughout the term of this Agreement, the undersigned will serve as a Representative/Ambassador for CHIOMA Nutrition and in will, as a result of his or her service, become familiar with various proprietary and confidential information owned by or belonging to CHIOMA Nutrition.com and/or any of its affiliated entities business and partners. This proprietary and confidential information includes but not limited to financial information, copyrights and other intellectual property rights, trade secrets, developmental or experimental work, business plans, techniques, know-how, discoveries, marketing information including statistical analyses, pricing structures, business strategies, plans for market expansion, information regarding its customers, partners and vendors, and client and contact lists (collectively, the “Confidential Information”). The Brand Ambassador shall maintain the confidentiality of all Confidential Information and must not disclose, either directly or indirectly, Confidential Information to any person, firm or business, or use Confidential Information, during the term of this Agreement, or any time thereafter without the prior written consent of CHIOMA Nutrition.
- Non-Competition. During the term of this Agreement and at all times thereafter, the undersigned shall not use, nor shall the undersigned allow any other person or entity to use any of the Confidential Information to compete against or cause irreparable harm to the business of CHIOMA Nutrition or to enter any contract with, sell any products to or perform any services for the current and future customers and clients of CHIOMA Nutrition Company.
- Remedies for Breach. If the undersigned directly or indirectly receives any payments, monies, profits, or other consideration or benefits from the actual or threatened breach of any of the provisions this Agreement, the undersigned will properly account for and turn over all such amounts and benefits to CHIOMA Nutrition immediately upon demand. This provision does not limit any of CHIOMA Nutrition other legal rights.
- Ownership. All Confidential Information will remain the exclusive property of CHIOMA Nutrition and/or any of its affiliated entities or business partners. The undersigned will not acquire any rights in the Confidential Information as a result of this Agreement.
- Obligations upon Termination. Upon any termination of this Agreement by CHIOMA Nutrition or the undersigned, the undersigned must immediately return all documentation containing any Confidential Information to CHIOMA Nutrition, must delete any computer files containing the Confidential Information and must comply with all other reasonable instructions of CHIOMA Nutrition related to the Confidential Information.
- Independent Contractor. The undersigned will be an independent contractor of CHIOMA Nutrition at all times during the term of this Agreement. The undersigned acknowledges that CHIOMA Nutrition will not be providing any employment benefits, worker’s compensation or unemployment insurance to, or making state or federal withholdings for, the undersigned. No partnership, joint venture or employer-employee relationship is being created between the undersigned and CHIOMA Nutrition by virtue of this Agreement.
- Miscellaneous. This Agreement contains the entire agreement of the parties regarding the subject matter of this Agreement, and there are no other agreements whether oral or written that are not contained herein. This Agreement may not be modified except in a writing signed by both of the parties. If any provision of this Agreement is held to be invalid or unenforceable for any reason, the remaining provisions will continue to be valid and enforceable. If a court finds that any provision of this Agreement is invalid or unenforceable, but that by limiting such provision it would become valid and enforceable, then such provision will be deemed to be written, construed, and enforced as so limited. This Agreement may be executed in one or more counterparts, each of which will taken together constitute one and the same agreement. Counterparts exchanged via fax or email will be deemed originals for all purposes.