CORE GROUP AMBASSADOR NON-COMPETE, NON-SOLICITATION, NON-DISCLOSURE, AND NON-DISPARAGEMENT AGREEMENT
Revised 01/24/24
BNI Atlanta (“Franchisee”) welcomes you as an Ambassador. Franchisee accepts volunteers to act as “Ambassadors” to perform services on a voluntary basis to help BNI Chapters. By signing below, the Ambassador acknowledges this arrangement. Ambassador agrees that by entering into this agreement, one does not create nor infer a contract of employment or establishment of an employer/employee
relationship with BNI or Franchisee. Under no circumstances shall an Ambassador look to BNI and/or Franchisee as his/her employer, or as a partner, agent or principal. Ambassador shall not be entitled to any compensation or benefits from BNI or Franchisee. Ambassador can resign from this position at any time. Insofar as Franchisees permit Ambassadors access to BNI’s intellectual property (“IP”) and to other BNI confidential and proprietary information, Ambassador agrees to hold such materials in confidence and to ensure that the materials received by Ambassador are used only in conjunction with the operations of a BNI-related business. During the Term, Ambassador agrees to comply with BNI Policies and Code of Ethics and contact BNI and Franchisee in the event that any significant problems arise which affect or jeopardize the continued operation of the Ambassador’s Chapters.
Consideration: Ambassador acknowledges that he/she is not receiving any monetary compensation for this position. However, in consideration for the Ambassador’s execution of this Agreement, BNI/Franchisee will provide Ambassador with confidential and proprietary materials, including trade secrets and BNI member training materials.
Term Termination: The Term of this Agreement shall be from to unless terminated by any party for any reason, or unless the Franchisee’s franchise agreement with BNI is otherwise terminated. Ambassador understands and agrees that these materials are solely provided in order for an Ambassador to fulfill his/ her volunteer duties, and BNI and Franchisee have an interest in not having BNI IP in the possession of a non- active volunteer. In the event of such a termination or end of Term, Ambassador shall immediately return such materials to BNI and/or Franchisee.
Non-Compete: As an Ambassador, you will have access to confidential information of BNI. You expressly agree, because of BNI’s and Franchisee’s legitimate business interest as described above, during the term of this Agreement and for a period of one (1) year after your participation in BNI (in any manner) ceases, you will not, directly or indirectly: (i) engage in activity that would compete with BNI; (ii) participate or assist in any manner whatsoever with any chapter, region, individual or group that breaks from BNI; or (iii) solicit any employee, consultant, member, or vendor of BNI or Franchisee to engage in competition with BNI or Franchise. This includes, but is not limited to, starting, assisting, taking employment with or providing services to competing organizations (i.e. a business networking group that meets regularly and allows only one person per professional classification to join), disclosing Confidential Information (as defined below), or allowing BNI methods to be seen or copied. Ambassador recognizes that the member list is also property of BNI. After participation in BNI ends, except as provided for in (ii) of this section, Ambassador can join any other networking organization, and can assist other networking groups that do not restrict membership to one representative for each professional classification (as defined by the organization) and which do not meet regularly. Ambassador agrees that this non-compete clause is reasonably necessary to protect the specialized materials and Confidential Information that Ambassador will acquire, develop or refine as a result of Ambassador’s participation in BNI. This Agreement shall not restrict Ambassador from practicing Ambassador’s primary trade, such that this non-compete clause shall not operate to restrict Ambassador from earning a livelihood. The geographic scope shall be limited to either the state in which an Ambassador operates, or a 75 mile radius from any of Ambassador's chapters, whichever is greater, as permitted by applicable state law. It is the intention of the parties that this non-compete clause be enforced to the fullest extent possible pursuant to state law, and that should any court find a portion of this non-compete clause unenforceable, that court shall be empowered to amend or delete such clause, and make any other changes that may be necessary to ensure that the remainder of this non-compete clause is valid and enforceable.
Non-Disclosure: Ambassador understands and acknowledges that Ambassador will have access to and learn about confidential, secret and proprietary documents, materials, data and other information, in tangible and intangible form, of and relating to BNI, Franchisee and their businesses and existing and prospective members, vendors, investors and other associated third parties (“Confidential Information”). The Ambassador further understands and acknowledges that this Confidential Information and BNI’s and Franchisee’s ability to reserve it for the exclusive knowledge and use of BNI, Franchisee and other BNI franchisees is of great competitive importance and commercial value to BNI and Franchisee, and that improper use or disclosure of the Confidential Information by Ambassador will cause irreparable harm to BNI and Franchisee, for which remedies at law will not be adequate and may also cause the BNI and Franchisee to incur financial costs, loss of business advantage, liability under confidentiality agreements with third parties, civil damages, and criminal penalties.
Confidential Information includes, but is not limited to, all information not generally known to the public, in spoken, printed, electronic or any other form or medium, relating directly or indirectly to: business processes, practices, methods, policies, plans, publications, documents, research, operations, services, strategies, techniques, agreements, contracts, terms of agreements, transactions, potential transactions, negotiations, pending negotiations, know-how, trade secrets, computer programs, computer software, applications, operating systems, software design, web design, work-in-process, databases, manuals, records, articles, systems, material, sources of material, supplier information, vendor information, financial information, results, accounting information, accounting records, legal information, marketing information, advertising information, pricing information, credit information, design information, payroll information, staffing information, personnel information, employee lists, supplier lists, vendor lists, developments, reports, internal controls, security procedures, graphics, drawings, sketches, market studies, sales information, revenue, costs, formulae, notes, communications, algorithms, product plans, designs, styles, models, ideas, audiovisual programs, inventions, unpublished patent applications, original works of authorship, discoveries, experimental processes, experimental results, specifications, member information, member lists, vendor information, vendor lists, manufacturing information, factory lists, distributor lists, and buyer lists of BNI, Franchisee or their businesses or any existing or prospective member, vendor, investor or other associated third party, or of any other person or entity that has entrusted information to BNI and/or Franchisee in confidence.
Ambassador understands that the above list is not exhaustive, and that Confidential Information also includes other information that is marked or otherwise identified as confidential or proprietary, or that would otherwise appear to a reasonable person to be confidential or proprietary in the context and circumstances in which the information is known or used.
Ambassador understands and agrees that Confidential Information developed by Ambassador in the course of your tenure as an Ambassador will be subject to the terms and conditions of this Agreement as if the BNI or Franchisee furnished the same Confidential Information to you in the first instance. Confidential Information will not include information that is generally available to and known by the public, provided that such disclosure to the public is through no direct or indirect fault of you or person(s) acting on your behalf.
Ambassador agrees and covenants: (i) to treat all Confidential Information as strictly confidential; (ii) not to directly or indirectly disclose, publish, communicate or make available Confidential Information, or allow it to be disclosed, published, communicated or made available, in whole or part, to any entity or person whatsoever not having a need to know and authority to know and use the Confidential Information in connection with the business of the BNI and Franchisee and, in any event, not to anyone outside of the direct employ of BNI and/or Franchisee except as required in your performance as an Ambassador or with the prior consent of an authorized officer acting on behalf of the BNI or Franchisee in each instance (and then, such disclosure shall be made only within the limits and to the extent of such duties or consent); and (iii) not to access or use any Confidential Information, and not to copy any documents, records, files, media or other resources containing any Confidential Information, or remove any such documents, records, files, media or other resources from the premises or control of the BNI or Franchisee, except as required in the performance of your authorized Ambassador duties to the BNI or Franchisee or with the prior consent of an authorized officer acting on behalf of the BNI or Franchisee in each instance (and then, such disclosure shall be made only within the limits and to the extent of such duties or consent). Nothing herein will be construed to prevent disclosure of Confidential Information as may be required by applicable law or regulation, or pursuant to the valid order of a court of competent jurisdiction or an authorized government agency, provided that the disclosure does not exceed the extent of disclosure required by such law, regulation or order. Ambassador shall provide written notice of any such order to an authorized officer of BNI and Franchisee within 24 hours of receiving such order, but in any event sufficiently in advance of making any disclosure to permit BNI and/or Franchisee to contest the order or seek confidentiality protections, as determined in the BNI’s sole discretion. In addition, this Section does not, in any way, restrict or impede you from exercising protected rights to the extent that such rights cannot be waived by agreement or otherwisedisclosing information as permitted by law.
Ambassador agrees that at BNI’s or Franchisee’s request or at the completion of Ambassador’s tenure, all tangible Confidential Information, and all copies thereof (printed or electronic), will be returned to BNI or destroyed. Ambassador acknowledges that Ambassador’s obligations hereunder are irrespective of any other dispute Ambassador may have with BNI and/or Franchisee. The obligation not to disclose Confidential Information and to use it solely for BNI-related business shall survive the termination of this Agreement.
Non-Disparagement: Ambassador agrees and covenants that Ambassador will not at any time make, publish or communicate to any person or entity or in any public forum any defamatory or disparaging remarks, comments or statements concerning the BNI, Franchisee or their businesses, or any of their employees, officers, and existing and prospective members, vendors, investors and other associated third parties. This Section does not, in any way, restrict or impede Ambassador from exercising Ambassador’s protected rights to the extent that such rights cannot be waived by agreement or from complying with any applicable law or regulation or a valid order of a court of competent jurisdiction or an authorized government agency, provided that such compliance does not exceed that required by the law, regulation or order. Ambassador shall promptly provide written notice of any such order to an authorized officer of BNI and Franchisee within 24 hours of receiving such order, but in any event sufficiently in advance of making any disclosure to permit BNI and/or Franchisee to contest the order or seek confidentiality protections, as determined in BNI’s sole discretion.
Remedies: Ambassador acknowledges that the Confidential Information and BNI’s ability to reserve it for the exclusive knowledge and use of BNI, Franchisee and BNI’s other franchisees is of great competitive importance and commercial value to BNI and Franchisee, and that improper use or disclosure of the Confidential Information by Ambassador will cause irreparable harm to BNI and Franchisee, for which remedies at law will not be adequate. In the event of a breach or threatened breach by Ambassador of any of the provisions of this Agreement, the Ambassador hereby consents and agrees that BNI and/or Franchisee shall be entitled to seek, in addition to other available remedies, a temporary or permanent injunction or other equitable relief against such breach or threatened breach from any court of competent jurisdiction, without the necessity of showing any actual damages or that monetary damages would not afford an adequate remedy, and without the necessity of posting any bond or other security. The aforementioned equitable relief shall be in addition to, not in lieu of, legal remedies, monetary damages or other available forms of relief. Franchisee and/or BNI shall be entitled to attorney’s fees and costs in the event they prevail in legal action taken to enforce the terms and conditions of this Agreement. BNI and Franchisee may seek such relief in any court of competent jurisdiction.
Third Party Beneficiaries: BNI Global, LLC (“BNI”) and its officers, directors, shareholders, agents and/or employees are express third party beneficiaries of the provisions of this Agreement, each having authority to enforce the terms of this Agreement.
Entire Agreement/Severability: This Agreement contains the entire agreement related to your position as an Ambassador, this supersedes any prior agreement related thereto, and this may not be altered except by a written document signed by both parties. If any provision of this Agreement is invalid or unenforceable the remainder of the Agreement shall not be affected. BNI is a third-party beneficiary of this Agreement.
The above terms and conditions are agreed upon by the undersigned Ambassador
on ___________________________.
Ambassador’s Name: ________________________________________________
Signature: _____________________________ Date ______________________
Franchisee Signature_____________________ Date ______________________
Note: Original to be maintained by Franchisee for a period of no less than thirty-nine (39) months after Ambassador participation in BNI ends.
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