WHEREAS, Company is a Florida corporation engaged in the business of providing commercial cleaning. janitorial and floor care services (herein referred to as "Commercial Cleaning Services"); and

WHEREAS, Company has retained Contractor to provide certain Commercial Cleaning Services to its clients;

WHEREAS, Company has legitimate interests in protecting its relationships with its clients and prospective clients, in maintaining a productive and stable group of employees, in maintaining employee morale and a competent workforce; in maintaining its productivity and meeting its budget; and in preserving its reputation and goodwill within the Unites States;

WHEREAS, Company desires to employ or continue to employ Contractor only on the terms and conditions set forth herein;

NOW THEREFORE, in consideration of the covenants contained herein and other good and valuable consideration, including Contractor's contract or Contractor's continued contract, the receipt and legal sufficiency of which are hereby acknowledges, Contractor hereby agrees as follows:

Use of Confidential Information:

(a) Non-Disclosure of Confidential Information. Contractor acknowledges and understands that Company has expended substantial resources, time, and money in developing valuable information, and is continuing to do so. Contractor understands that during the course of Contractor's performance of services, Contractor has and will have access to certain proprietary and confidential information regarding the business of Company, which may include but is not limited to: information regarding clients and the services provided; information made confidential by statute; contract, systems for documentation; personnel information; contracts; information regarding sources of program revenues; grants being pursued or awarded to Company; and any other information pertaining to Company's business (all of the foregoing shall herein be referred to as "Confidential Information"). Contractor understands that Company has legitimate business interests in protecting and safeguarding its Confidential Information. Contractor acknowledges and agrees that Contractor acquired, and will continue to acquire, all of the foregoing Confidential Information under circumstances giving rise to a duty to maintain its secrecy and/or limit its use to the benefit of Company. Contractor acknowledges and agrees that the Confidential Information derives independent value from not being generally known to and not readily ascertainable by proper means by other persons who can obtain economic value from its disclosure or use. Contractor further acknowledges and agrees that such Confidential Information has been the subject of efforts which are reasonable under the circumstances to maintain its confidentiality.

(b) Duty of Loyalty and Good Faith. Contractor acknowledges and agrees that Company is placing significant trust and confidence in Contractor in contracting Contractor or continuing to contract Contractor, and allowing access or continued access to the Confidential Information. Company is relying on Contractor to act in Company's best interests and Contractor acknowledges he/she has a duty to act in good faith in all transactions in Company's best interests, and a duty to disclosure to Company all material facts.

Undertakings. Except as may be necessary for the performance of Contractor's duties on Company's behalf, Contractor will use Contractor's best efforts and diligence to protect the Confidential Information and Company's client relationships and good will, and Contractor therefore agrees that, both during and after Contractor's contract:

Contractor will not, directly or indirectly, use the Confidential Information for the benefit of Contractor, Contractor's separate practice, or any other person or entity, except in furtherance of the Company's interests; (i) Contractor will not disclose, leak, divulge, disseminate, reveal, make available, replicate, duplicate, download, transmit (in any form, tangible or intangible), post on any internet medium, or otherwise communicate all or any portion of the Confidential Information to any other person or entity, either directly or indirectly, unless given permission to do so in writing by Company, and Contractor will use the highest degree of care to safeguard the confidentiality of the Confidential Information and will not make any copies or summaries of the Confidential Information (in any form, tangible or intangible). except where permitted to do so by Company in writing.

Contractor expressly understands and agrees that he/she will not pursue any revenue source which Contractor learned of as a result of performing services for Company.

End of Contract. If Contractor's contract ceases, for any reason, or at any other time at Company's request, Contractor must promptly deliver to Company any and all Company property, including documents or other materials (including information embodied in intangible form, e.g., in computer memory), and any other physical property (including but not limited to keys, computers, and personal digital assistant devices) in Contractor's possession and all copies thereof, without retaining, downloading or transmitting any copies, duplicates, extracts or portions thereof. Contractor understands that his/her obligation not to use or disclose Company's Confidential Information survives termination of his/her contract.

 

Covenants Regarding Competition:
(a) During the term of this Agreement and for a time period of (1) year immediately following the termination of Contractor’s contract, regardless of the circumstances of such termination, whether voluntary or involuntary (the “Restricted Period”), Contractor shall not, directly or indirectly, either as an individual on his/her own account or as a partner, joint venture, contractor, agent, officer, director, consultant, stockholder, member, owner, agent, or otherwise (i) provide Commercial Cleaning Services to any client whom Contractor provided services while employed by Company or learned of while employed by Company; or (ii) take any action which has the purpose or effect of encouraging or causing any of Company’s clients to terminate their relationship with Company or develop a relationship with Contractor or any entity with which Contractor is affiliated.
(b) During the Restricted Period, Contractor shall not, directly or indirectly, solicit or take any action which has the purpose or effect of encouraging or causing any other employee or contractor to terminate their contract, contractor or other business relationship with the Company. Additionally, Contractor may not develop a business relationship for the profitability of Contractor or any entity with which Contractor is affiliated without the express, written consent of Company. In addition, Contractor agrees that, during the Restricted Period, Contractor shall not, directly or indirectly, on behalf of himself, herself or any entity with which he/she is affiliated, hire, engage, employ, or otherwise retain the services of any person whom was employed by Company within the last six months in which Contractor was employed by Company.
(c) During the Restricted Period, Contractor shall not conduct any of the aforementioned impermissible actions (Section 2 (a) & Section 2 (b)), within the states of Florida. 

Company's Property. All data regarding the Company's clients and business, including all client information, grant information, documentation, forms, personnel information, contract information, and any other information pertaining to the Company's business, regardless of form or method of storage, are Company's sole property. Contractor must refrain from, directly or indirectly, taking, transmitting, downloading, reproducing. adapting, using, or disclosing data or information pertaining to Company's business.

Contractor understands that Company has legitimate business interests in protecting and safeguarding its Confidential Information. Contractor acknowledges and agrees that Contractor acquired, and will continue to acquire, all of the foregoing Confidential Information under circumstances giving rise to a duty to maintain its secrecy and/or limit its use to the benefit of Company. Contractor acknowledges and agrees that the Confidential Information derives independent value from not being generally known to and not readily ascertainable by proper means by other persons who can obtain economic value from its disclosure or use. Contractor further acknowledges and agrees that such Confidential Information has been the subject of efforts which are reasonable under the circumstances to maintain its confidentiality.

In addition to injunctive relief, Company shall be entitled to all other remedies available under the law, including but not limited to, money damages, attorneys' fees, and the costs and expenses of investigation, bond, and litigation.

Reemployment Costs. In the event of a breach of this Agreement or in the event that Contractor abandons a subcontracting obligation pursuant to any contracting agreement entered into by Contractor and the Company, Contractor agrees to pay reasonable reemployment costs incurred by the Company to reemploy an additional contractor to complete the originally contracted work including but not limited to: additional materials needed, differential cost of reemployment, and economic losses due to Contractor abandonment of contracting work.

Attorneys' Fees and Costs. If at any time after the execution of this Agreement, either party should institute legal action for breach or enforcement of this Agreement, the prevailing party shall be entitled to recover reasonable attorneys' fees and the costs of litigation, including those incurred in bankruptcy and appellate proceedings.

Extension of Time Period. The time period during which Contractor is to refrain from the activities described in Section 2 will be extended by any length of time during which the Contractor is in breach of any provision of this Agreement. Contractor acknowledges that the purposes and intended effects of the restrictive covenants would be frustrated by measuring the period of the restriction from the date of termination of Contractor's contract where the Contractor failed to honor the restrictive covenant until directed to do so by court order. The provisions of this Agreement will continue through the duration of the extended time periods.

Assignability:

(a) By Contractor. This Agreement has been entered into in consideration of Contractor's personal services and Company's particular resources. Therefore, Contractor's rights, duties, and responsibilities may not be sold, transferred, assigned, pledges, or hypothecated under any circumstances.

(b) By Company. This Agreement shall inure to the benefit of Company's successors, assigns, and related entities, regardless of whether such entity is in existence at the time of this Agreement or formed thereafter, and Contractor hereby consents to enforcement of this Agreement by any successor, assignee, or related entity.

Miscellaneous:

(a) At-Will Contract. Nothing herein shall be deemed to create an agreementto contract Contractor for any certain term. Contractor recognizes and agrees that Contractor's contract is at all, and can be terminated at any time, without notice, and without cause. If the Contractor's contract is terminated and Contractor is subsequently re-employed, this Agreement will continue to govern the relationship of the parties as if there had been no interruption in Contractor's contract, without the necessity for execution of a new agreement between the parties.

(b) Failure to Enforce. Failure of Company to enforce or otherwise act with respect to any of its rights hereunder or with respect to any other Contractor shall not be construed as a waiver, nor prevent Company from thereafter enforcing strict compliance with any and all terms of this Agreement.

(c) Entire Agreement. This Agreement contains all the understandings and agreement between the parties and supersedes all prior agreements between the parties. Contractor acknowledges that no person who is either an agent or contractor of Company may orally or by conduct, modify, delete, vary, or contradict the terms and conditions of such covenants or this Agreement. This Agreement may only be modified by a writing signed by both Contractor and Company.

(d) Survival of Obligations. Contractor's obligations under this Agreement survive the termination of Contractor's contract. The post-termination covenants contained in this Agreement shall apply regardless of the circumstances of the termination of Contractor's contract, and regardless of whether Contractor voluntarily resigned or his/her services were involuntarily terminated.