This Confidentiality, Non-Solicitation, and Non-Service Agreement (“Agreement”) is entered into by and between My Cleaning Angel (“the Company”) and the undersigned independent contractor (“Contractor”).
My Cleaning Angel prides itself on developing and nurturing the skills of its independent contractor cleaners. In doing so, the Company encourages professional and respectful relationships with its clients. The Company’s client relationships, goodwill, pricing, and service structure are among its most valuable assets. Accordingly, Contractor agrees to abide by the following obligations as a condition of performing services for the Company.
1. ACCESS TO INFORMATION
While providing services for My Cleaning Angel, Contractor may obtain or have access to confidential or proprietary information of the Company and/or its clients, including but not limited to client names, addresses, phone numbers, access instructions, service schedules, pricing, payment methods, and internal operational procedures (collectively, “Confidential Information”).
2. CONFIDENTIAL INFORMATION
Contractor acknowledges that Confidential Information is not publicly available and is proprietary to the Company. Contractor agrees that during the term of this Agreement and for one (1) year following its termination for any reason, Contractor shall not disclose, share, copy, sell, or use Confidential Information for any purpose other than performing services for the Company.
This obligation applies whether or not such information is marked as confidential and whether the information is written, electronic, verbal, or observed in the course of providing services.
Upon termination of this Agreement or upon request by the Company, Contractor shall immediately return or permanently destroy all documents, notes, photographs, messages, or materials containing Confidential Information.
3. DUTY OF LOYALTY DURING ENGAGEMENT
During the term of this Agreement, Contractor agrees to act in good faith and in the best interests of the Company. Contractor shall not:
- Accept direct or side payments from Company clients;
- Perform cleaning or related services directly for Company clients outside of the Company’s platform or authorization;
- Divert, attempt to divert, or interfere with the Company’s relationship with its clients;
- Represent themselves as operating independently from the Company when servicing Company clients.
4. POST-ENGAGEMENT OBLIGATIONS
Contractor acknowledges that any relationship developed with Company clients results solely from Contractor’s association with the Company.
Accordingly, for one (1) year following the termination of this Agreement, Contractor agrees that Contractor shall not, directly or indirectly:
a) solicit, persuade, or induce any Company client with whom Contractor had direct contact or provided services to terminate, reduce, or modify their relationship with the Company;
b) provide cleaning or related services to any such client outside of the Company;
c) encourage or attempt to encourage any Company cleaner or contractor to terminate their relationship with the Company for the purpose of providing competing services.
For purposes of this section, “Client” means any individual or entity that received services from the Company and to whom Contractor was assigned during the twelve (12) months preceding termination.
5. REMEDIES
Contractor acknowledges that a breach of this Agreement would cause irreparable harm to the Company for which monetary damages may be insufficient. Accordingly, the Company shall be entitled to seek injunctive relief, temporary restraining orders, or other equitable remedies, in addition to any other remedies available at law, without the necessity of posting bond.
6. NON-DISPARAGEMENT
Contractor agrees that Contractor shall not make or publish any false, misleading, or malicious statements, whether oral or written, that disparage or harm the reputation of the Company, its services, clients, or personnel. This provision does not prohibit truthful statements required by law.
7. THIRD-PARTY RIGHTS
Contractor represents and warrants that Contractor is not bound by any agreement that would conflict with the obligations set forth in this Agreement and that Contractor has the right to enter into and perform under this Agreement.
8. SEVERABILITY
If any provision of this Agreement is found to be invalid or unenforceable, the remaining provisions shall remain in full force and effect. Any invalid provision shall be modified to the minimum extent necessary to make it enforceable under applicable law.
9. MISCELLANEOUS
a) This Agreement shall survive the termination of Contractor’s engagement for the periods stated herein.
b) Contractor is an independent contractor (1099) and not an employee of the Company. Nothing in this Agreement shall be construed as creating an employer-employee relationship.
c) This Agreement constitutes the entire agreement between the parties with respect to the subject matter hereof and supersedes all prior agreements or understandings.
d) This Agreement shall be governed by and construed in accordance with the laws of the State of Florida, without regard to conflict-of-law principles.
SIGNATURE
By signing below, the parties acknowledge that they have read, understood, and voluntarily agree to be bound by the terms of this Agreement.