THIS AGREEMENT, made by and between WTG Sarasota/Bradenton LLC d/b/a Workers To Go, a Florida Limited Liability Company "WTG" and "Individual".The term “Individual” is only used herein for identification purposes and nothing more.
In consideration for their employment by WTG and the compensation and benefits provided to them, Individual agrees that for a period of one (1) year following his or her termination of employment with WTG, for any reason, will not directly or indirectly:
A. Non-Competition.
a) On behalf of, or in conjunction with, any other person(s), company, partnership, corporation or business entity, engage in any of the following activities within the “Restricted Area” (as hereinafter defined): Own, manage, operate, control, be employed by, be a subcontractor of, participate in, invest in, engage in or be connected in any manner with the ownership, management, operation or control of the same, similar, or related line of business as that carried on now by WTG within the Restricted Area. For this purpose, the term “Restricted Area” means a ten (10) mile radius around each WTG branch at which Individual was stationed within one (1) year before termination of employment with the Company. If Individual had direct or indirect oversight responsibility for more than one branch, the term “Restricted Area” means a ten (10) mile radius around each branch for which Individual was responsible at any time within one (1) year before termination of employment with the Company. b) Operate in any manner with a competing entity, or-profit and/or not-for-profit, with WTG.
B. Non-Solicitation.
a) Solicit or contact (i) any clients (individual or corporate), potential clients or candidates (individual or corporate) of, except on behalf of WTG, or to persuade clients, potential clients or candidates to cease to do business with WTG or to reduce the amount of business with WTG; or (ii) the employment, consulting or other services of or hire or retain or otherwise induce any Individual(s) to leave the WTG employment or to breach an employment agreement or any other agreement with the WTG, or (iii) induce or influence or attempt to induce or influence any employer, contractor or vendor of WTG to who WTG provides services or products to cease doing business with WTG. b) Employ or retain, or attempt to employ or retain, or assist anyone else to employ or retain any person who is then, or at any time during the preceding year, an employee, or independent contractor of WTG.
C. Confidential Information.
a) The parties recognize that during the terms of this Agreement, Employer will provide to Individual confidential information concerning its practices and will dedicate substantial time and money to the extraordinary training and education of Individual, such that Individual is likely to attain a unique skill or an enhanced degree of sophistication in an existing skill that Individual might not otherwise have obtained if it were not for Employer. Individual acknowledges and agrees that such trade secrets, as well as client and prospect lists, are vital to the business interests of Employer and should be protected, and that the use by Individual of such trade secrets and client and prospect lists would give Individual an unfair competitive advantage if Individual was allowed to engage in activities during the period set forth herein. Individual further acknowledges and agrees that the Individual’s unauthorized use of such information in competition with Employer will be detrimental to the legitimate business interests of Employer and will cause irreparable injury to the conduct of Employer’s business. b) Individual hereby agrees that Individual will not, either during the term of this Agreement or for a period of one year (1) from the effective date of termination of Individual’s employment relationship with Employer, for whatever reason, disclose to anyone, any confidential information, trade secrets or client lists, or utilize such confidential information, trade secret or client list of WTG for Individual’s own benefit, or for the benefit of any third parties. Both during and after the term of Individual’s arrangement with WTG, Individual agrees not to use, reveal, report, publish, disclose or transfer, directly or indirectly, any of the confidential information for any purpose except with the prior written authorization of WTG; c) Utilize any of the business plans or methods (including but not limited to marketing and seminar materials and power point presentations) used by WTG; d) For the purposes of this Agreement, the term “confidential information” shall mean all of the following materials and information (whether or not reduced to writing and whether or not patentable or subject to protection by a copyright) to which Individual receives access from WTG or in the course of Individual’s arrangement with WTG and shall include, but not be limited to: (i) marketing and seminar materials and power point presentations, computer software, product specifications, contract forms, pricing policies, clients, client lists, client and candidate requirements and lists, suppliers, supplier lists, personnel data, production processes, business and marketing plans, or strategies, financial performance and projections, cost data, and other materials of WTG or information relating to the manner in which WTG does business; (ii) intellectual property, discoveries, concepts and ideas, and the embodiment thereof, including, without limitation, the nature and results of research and development activities, processes, formulas, techniques, “know-how”, designs, drawings and specifications; (iii) any other materials or information related to the business or activities of WTG which are not generally known to others engaged in similar businesses or activities; (iv) all inventions; and (v) ideas which are derived from or related to Individual’s access to or knowledge of any of the above enumerated materials and information. Individual agrees that the “confidential information” is and shall at all times remain the sole and exclusive property of WTG and that any of the “confidential information” produced by Individual shall be considered the exclusive property of WTG.
D. Damages.
The Company and Individual recognize that damages arising from a breach of the Sections may be inherently uncertain or difficult to prove. Therefore, in the event of such breach, at the Company’s election, Individual shall be liable for actual damages and/or for liquidated damages in the amount of $10,000 per violation. The parties agree and acknowledge that the foregoing liquidated damages represent a reasonable forecast of just compensation for the harm that would be done to the Company, and are reasonable liquidated damages and not a penalty.
E. General Provisions
a) Each and every provision above shall be enforceable regardless of whether Individual’s employment is terminated by either party, and/or for cause and without cause. b) Individual shall not communicate or publish, directly or indirectly, any disparaging comments or information about WTG or any of its current or former officers, directors, managers, supervisors, employees, volunteers, or representatives or the same of any of its affiliates to any person, corporation, partnership, or any other Entity, including without limitation, any current or former employee, volunteer, customer, or pending or prospective customer of the WTG. c) Failure of any party at any time to insist upon strict performance of a condition, promise, agreement, or understanding set forth herein, shall not be construed as a waiver or relinquishment of the right to insist upon strict performance of such condition, promise, agreement or understanding at a future time. d) The parties agree that WTG may assign this Agreement, and any successor-in-interest shall have the right to full enforcement of this Agreement. e) In the event a court finds that any provision contained in this Agreement is overbroad, overlong or otherwise not reasonably necessary to protect the legitimate business interest of WTG, the Agreement shall be enforced in accordance with any court order from any court of competent jurisdiction having jurisdiction over these matters and the remaining terms shall remain in full force and effect. f) The parties hereto agree that a breach of this Agreement by Individual would cause damages that are not readily ascertainable. The remedies under this Agreement include but are not limited to, temporary and permanent injunctions, actual damages and any other appropriate remedies at law and in equity. g) The prevailing party in any dispute or litigation arising out of this Agreement or for breach hereof shall be entitled to recovery of all attorney fees and costs from the other party. Said litigation shall have venue in Sarasota County, Florida, and shall be governed by the laws of the State of Florida. h) This Agreement may be executed in any number of counterparts, each of which shall be deemed to be an original, but all of which shall be deemed to be a single instrument and shall be effective as of the date when one or more counterparts have been signed by each of the parties and delivered to the other parties. A facsimile copy of this Agreement and any signatures on any counterpart hereof shall be considered for all purposes as originals. i) Time is of the essence of this Agreement and each of its provisions. j) The parties attest that this Agreement is the product of mutual drafting and will not be construed against any specific party. k) This Agreement constitutes the entire agreement between the parties concerning the subject matter, and supersedes all prior memoranda, correspondence, conversations, and negotiations. l) Each party hereto understands each and every term of this Agreement and has been provided with the opportunity to review this Agreement with an attorney prior to their execution of same.