THIS NON-COMPETE AGREEMENT (the “Agreement”) dated this _____________________________
SENJ Ltd, IBC 225480 Suite 3, Global Village, Jivan’s, Complex, Mont Fleuri, Mahe, Seychelles
(the “Information Provider”) OF THE FIRST PART
– AND –
__________________________ (the “Recipient”) OF THE SECOND PART
- The Information Provider and the Recipient desire to enter into a non-competition agreement with regard to services provided by Information Provider
- The information will only be provided to individuals that have signed a non-disclosure and non-compete agreement with the Information Provider (the “Permitted Purpose”).
- In connection with the Permitted Purpose, the Recipient will receive certain confidential information (the ‘Confidential Information’) and the Information Provider has sought assurance this will not be exploited to gain a competitive advantage.
IN CONSIDERATION OF and as a condition of the Information Provider providing the Confidential Information to the Recipient in addition to other valuable consideration, the receipt and sufficiency of which consideration is hereby acknowledged, the parties to this Agreement agree as follows:
- Other than with the express written consent of the Information Provider, which consent may not be unreasonably withheld, the Recipient will not, be directly or indirectly involved with a business which is in direct competition with the business lines of the Information Provider how so ever the information is sourced that are the subject of this Agreement.
- Other than with the express written consent of the Information Provider, which consent may not be unreasonably withheld, the Recipient will not, be directly or indirectly involved in any way with a business or individual which is in direct competition with the Information Provider nor will the Recipient collaborate with, partner with or derive any personal or corporate economic benefit of any kind whether derived directly or indirectly from or with any other individual or individuals or corporate entities that compete in the credit set-off, securities reclaim and Mortgage Strike off and Indemnity Compensation market
- From the date of this Agreement the Recipient will not divert or attempt to divert from the Information Provider any business the Information Provider had enjoyed, solicited, or attempted to solicit, from its or its affiliates customers or Agents, at the time the parties entered into this Agreement.
- The Recipient, their affiliates, contacts, subsidiaries and representatives will not, from the date of this Agreement, directly or indirectly solicit for employment or collaborate with any person who is now employed, retained or collaborating with the Information Provider or any affiliate or collaborator of the Information Provider without the prior written consent of the Information Provider.
- All written, oral or online information and materials produced or provided by the Information Provider to include third party information discovered by the Recipient is covered under this Agreement. Confidential Information regardless of whether such information was provided before or after the date of this Agreement or discovered by the Recipient at any time is covered under this Agreement.
- The Confidential Information means all data and information relating to the product, products or services of the Information Provider as well as all data and information relating to the Information Provider, including but not limited to, the following:
- ‘Intellectual Property’ which includes information howsoever learned by the Recipient relating to the Information Provider’s credit set-off, tax set-off, securities reclaim, mortgage strike off and Indemnity Compensation and Private Law business services or any other public or private disclosure of such information, including but not limited to the nature of the ‘Intellectual Property’ provided by the Information Provider or its affiliates to the Recipient, to include all: business process, documents, affidavits, notices, technical papers, technical know how and any data connected to the ‘Intellectual Property’, know-how and presentations;
- ‘Product or Service Information’ which includes all specifications for products and services of the Information Provider as well as work product resulting from or related to work or projects of the Information Provider, of any type or form in any stage of actual or anticipated research and development relating to credit set-off, securities reclaim, Mortgage Strike off and Indemnity Compensation and Natural Law;
- ‘Production Processes’ which includes processes used in the creation, production and manufacturing of the work product of the Information Provider, including but not limited to, formulas, patterns, moulds, models, methods, techniques, specifications, processes, procedures, equipment, devices, programs, and designs;
- ‘Service Information’ which includes all data and information relating to the services provided by the Information Provider, including but not limited to, plans, schedules, manpower, inspection, and training information;
- ‘Proprietary Computer Code’ which includes all sets of statements, instructions or programs of the Information Provider, whether in human readable or machine readable form, that are expressed, fixed, embodied or stored in any manner and that can be used directly or indirectly in a computer (‘Computer Programs’); any report format, design or drawing created or produced by such Computer Programs; and all documentation, design specifications and charts, and operating procedures which support the Computer Programs;
- ‘Computer Technology’ which includes all scientific and technical information or material of the Information Provider, pertaining to any machine, appliance or process, including but not limited to, specifications, proposals, models, designs, formulas, test results and reports, analyses, simulation results, tables of operating conditions, materials, components, industrial skills, operating and testing procedures, know-how and show-how;
- Any information supplied by the Information Provider or its affiliates discovered by any other means in relation to credit set-off, tax set-off, securities reclaim, mortgage strike off and Indemnity Compensation and Private Law business services; and
- Confidential Information will also include any information that has been disclosed by a third party to, or learned by the Recipient is protected by this agreement.
- Confidential Information will also include the following information:
- Information that is generally known in the industry of the Information Provider;
- Information that is now or subsequently becomes generally available to the public through no wrongful act of the Recipient;
- Information rightly in the possession of the Recipient prior to receiving the Confidential Information from the Information Provider;
- Information that is independently created by the Recipient without direct or indirect use of the Confidential Information; or
- Information that the Recipient rightfully obtains from a third party who has the right to transfer or disclose it.
- Except as otherwise provided in this Agreement, the Recipient must keep the Confidential Information confidential.
- Except as otherwise provided in this Agreement, the Confidential Information will remain the exclusive property of the Information Provider and will only be used by the Recipient for the Permitted Purpose. The Recipient will not use the Confidential Information for any purpose that might be directly or indirectly detrimental to the Information Provider or any associated affiliates or subsidiaries.
- The obligations to ensure and protect the confidentiality of the Confidential Information imposed on the Recipient 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 those obligations will last indefinitely.
- The Recipient may only disclose Confidential Information:
- to such employees, agents, representatives collaborators and advisors of the Recipient that have entered into a non-compete agreement with the Information Provider in the form of this agreement or any other form that the Information Provider approves.
- such personnel agree to be legally bound to the same burdens of confidentiality and non-use as the Recipient;
- the Recipient agrees to take all necessary steps to ensure that the terms of this Agreement are not violated by such personnel; and
- the Recipient agrees to be responsible for and indemnify the Information Provider for any breach of this Agreement by their personnel.
- to a third party where the Information Provider has consented in writing to such disclosure; and
- to the extent required by law or by the request or requirement of a court of law, a regulatory body, or an administrative tribunal.
- The Recipient agrees to retain all Confidential Information at their usual place of business and to store all Confidential Information separate from other information and documents held in the same location. Further, the Confidential Information may not be used, reproduced, transformed, or stored on a computer or device that is accessible to persons to whom disclosure may not be made, as set out in this Agreement.
Ownership and Title
- Nothing contained in this Agreement will grant to or create in the Recipient, either expressly or impliedly, any right, title, interest or license in or to the intellectual property of the Information Provider.
- The Recipient agrees and acknowledges that the Confidential Information is of a proprietary and confidential nature and that any failure to maintain the confidentiality of the Confidential Information in breach of this Agreement cannot be reasonably or adequately compensated for in money damages and would cause irreparable injury to the Information Provider. Accordingly, the Recipient agrees that the Information Provider is entitled to, in addition to all other rights and remedies available to it at law or in equity, an injunction restraining the Recipient and any agents, collaborators of the Recipient, from directly or indirectly committing or engaging in any act restricted by this Agreement in relation to the Confidential Information.
Return of Confidential Information
- The Recipient will keep track of all Confidential Information provided to them and the location of such information. The Information Provider may at any time request the return of all Confidential Information from the Recipient. Upon the request of the Information Provider, or in the event that the Recipient ceases to require use of the Confidential Information, or upon the expiration or termination of this Agreement, the Recipient will:
- return all Confidential Information to the Information Provider and will not retain any copies of this information;
- destroy or have destroyed all memoranda, notes, reports and other works based on or derived from the Recipient’s review of the confidential information; and
- provide a certificate to the Information Provider that such materials have been destroyed or returned, as the case may be.
- In the event that the Recipient is required in a civil, criminal or regulatory proceeding to disclose any part of the Confidential Information, the Recipient will give to the Information Provider prompt written notice of such request so the Information Provider may seek an appropriate remedy or alternatively to waive the Recipient’s compliance with the provisions of this Agreement in regard to the request.
- If the Recipient loses or fails to maintain the confidentiality of any of the Confidential Information in breach of this Agreement, the Recipient will immediately notify the Information Provider and take all reasonable steps necessary to retrieve the lost or improperly disclosed Confidential Information.
- Any notices or delivery required in this Agreement will be deemed completed when hand-delivered, delivered by agent, or seven (7) days after being placed in the post, postage prepaid, to the parties at the addresses contained in this Agreement or as the parties may later designate in writing.
- The addresses for any notice to be delivered to any of the parties to this Agreement are as follows:
- SENJ Ltd, Email: email@example.com
- Name___________________, Email Address____________________, the Recipient
- In providing the Confidential Information, the Information Provider 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 trade mark infringement that may result from the use of such information.
- Except as otherwise provided in this Agreement, all rights and obligations under this Agreement will survive in perpetuity.
- Except where a party has changed its corporate name or merged with another corporation or transferred its business to an individual or individuals, this Agreement may not be assigned or otherwise transferred by the Recipient in whole or part without the prior written consent of the Information Provider.
- This Agreement may only be amended or modified by a written instrument executed by both the Information Provider and the Recipient.
- This Agreement will be construed in accordance with and governed by International Natural Law.
- Time is of the essence in this Agreement.
- This Agreement may be executed in counterpart.
- 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.
- The clauses, paragraphs, and subparagraphs contained in this Agreement are intended to be read and construed independently of each other. If any part of this Agreement is held to be invalid, this invalidity will not affect the operation of any other part of this Agreement.
- The Recipient is liable for all costs, expenses and expenditures including, and without limitation, the complete costs incurred by the Information Provider in enforcing this Agreement as a result of any default of this Agreement by the Recipient.
- The Information Provider and the Recipient acknowledge that this Agreement is reasonable, valid and enforceable.
- No failure or delay by the Information Provider 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 the Information Provider and the Recipient.
- This Agreement constitutes the entire agreement between the parties and there are no further items or provisions, either oral or otherwise.
IN WITNESS WHEREOF
[Name] ________________ and Terence Franks have duly affixed their signatures under hand and seal on this ______day of ___________, 2021.
Name: Terence Franks, SENJ Ltd
Any and all descriptions, terms referenced in this agreement will have the meaning or meanings in accordance with the Oxford English Dictionary.