As a condition of my internship with BMTC Management, LLC, its subsidiaries, affiliates, successors or assigns (together the "Company"), at the Barwis Methods Training Center in Plymouth, Michigan, Canton, Michigan, Livingston County, Michigan, Grand Rapids, Michigan, Port St Lucie, Florida, Deerfield Beach, Florida, Los Angeles, CA and/or other location, and in consideration of my further internship with the Company and the Company's agreement in Section 2(a), I agree to the following terms and conditions of this Agreement (the "Agreement"):
1. At-Will Internship. I UNDERSTAND AND ACKNOWLEDGE THAT MY INTERNSHIP WITH THE COMPANY IS FOR AN UNSPECIFIED DURATION AND CONSTITUTES "AT-WILL" INTERNSHIP. I ALSO UNDERSTAND THAT ANY REPRESENTATION TO THE CONTRARY IS UNAUTHORIZED AND NOT VALID UNLESS OBTAINED IN WRITING AND SIGNED BY AN AUTHORIZED REPRESENTATIVE OF THE COMPANY. I ACKNOWLEDGE THAT THIS INTERNSHIP RELATIONSHIP MAY BE TERMINATED AT ANY TIME, WITH OR WITHOUT GOOD CAUSE OR FOR ANY OR NO CAUSE, AT THE OPTION EITHER OF THE COMPANY OR MYSELF, WITH OR WITHOUT NOTICE.
2. Confidential Information.
(a) The Company agrees that upon the commencement of my internship, it will make available to me that Confidential Information of the Company that will enable me to enhance my educational experience with the Company. In exchange, I agree to use such Confidential Information solely for the Company's benefit. Notwithstanding the preceding sentence, I agree that upon the termination of my internship in accordance with Section 1, the Company shall have no obligation to provide or otherwise make available to me any of its Confidential Information. I understand that "Confidential Information" means any Company proprietary information, technical data, trade secrets or know-how, including, but not limited to, methodologies, research, services, customer lists and customers (including, but not limited to, customers of the Company on whom I called or with whom I became acquainted during the term of my internship), or other business information disclosed to me by the Company either directly or indirectly in writing, orally or by observation.
(b) I agree at all times during the term of my internship and thereafter, to hold in strictest confidence, and not to use, except for the exclusive benefit of the Company, or to disclose to any person, firm or corporation without written authorization of the Manager of the Company, any Confidential Information of the Company.
3. Returning Company Documents, etc. I agree that, at the time of leaving the internship of the Company, I will deliver to the Company (and will not keep in my possession, recreate or deliver to anyone else) any and all records, data, notes, reports, lists, correspondence, equipment, other documents or property, or reproductions of any aforementioned items developed by me pursuant to my internship with the Company or otherwise belonging to the Company, its successors or assigns. I also agree not to use any logos or other intellectual property of the Company or licensed to the Company.
4. Notification of New Employer. In the event that I leave the internship of the Company, I hereby grant consent to notification by the Company to my new employer about my rights and obligations under this Agreement.
5. Solicitation of Employees. I agree that for a period of twenty four (24) months immediately following the termination of my relationship with the Company for any reason, whether with or without good cause or for any or no cause, at the option either of the Company or myself, with or without notice, I will not hire any employees or interns of the Company and I will not, either directly or indirectly, solicit, induce, recruit or encourage any of the Company's employees to leave their employment, or take away such employees, or attempt to solicit, induce, recruit, encourage or take away employees of the Company, either for myself or for any other person or entity.
6. Interference. I agree that during the course of my internship and for a period of twenty four (24) months immediately following the termination of my relationship with the Company for any reason, whether with or without good cause or for any or no cause, at the option either of the Company or myself, with or without notice, I will not, either directly or indirectly, interfere with the Company's contracts and relationships, or prospective contracts and relationships, including, but not limited to, the Company's customer or client contracts and relationships.
7. Covenant Not to Compete.
(a) I agree that during the course of my internship and for a period of twenty four (24) months immediately following the termination of my relationship with the Company for any reason, whether with or without good cause or for any or no cause, I will not, without the prior written consent of the Company, (i) serve as a partner, employee, consultant, officer, director, manager, agent, associate, investor, or otherwise (ii) directly or indirectly, own, purchase, organize or take preparatory steps for the organization of, or (iii) finance, acquire, lease, operate, manage, invest in, work or consult for or otherwise affiliate myself with, any business in competition with or otherwise similar to the Company's business. The foregoing covenant shall cover my activities within a radius of 50 miles from: (i) any Barwis Methods Training Center location in any State, (ii) any Powered by Barwis locations in any State, and (iii) any training facility in any location for which BMTC Management, LLC, employs training staff in any State
(b) I acknowledge that I will derive significant value from the Company's agreement in Section 2(a) to provide me with that Confidential Information of the Company to enable me to optimize the performance of my duties to the Company. I further acknowledge that my fulfillment of the obligations contained in this Agreement, including, but not limited to, my obligation neither to disclose nor to use the Company's Confidential Information other than for the Company's exclusive benefit and my obligation not to compete contained in subsection (a) above, is necessary to protect the Company's Confidential Information and, consequently, to preserve the value and goodwill of the Company. I further acknowledge the time, geographic and scope limitations of my obligations under subsection (a) above are reasonable, especially in light of the Company's desire to protect its Confidential Information, and that I will not be precluded from gainful employment if I am obligated not to compete with the Company during the period and within the territory as described above.
(c) The covenants contained in subsection (a) above shall be construed as a series of separate covenants, one for each city, county and state of any geographic area in which: (i) a Barwis Methods Training Center is located, (ii) a Powered by Barwis Methods is located, and (iii) any training facility for which BMTC Management, LLC, employees are dispatched. Except for geographic coverage, each such separate covenant shall be deemed identical in terms to the covenant contained in subsection (a) above. If, in any judicial proceeding, a court refuses to enforce any of such separate covenants (or any part thereof), then such unenforceable covenant (or such part) shall be eliminated from this Agreement to the extent necessary to permit the remaining separate covenants (or portions thereof) to be enforced. In the event the provisions of subsection (a) above are deemed to exceed the time, geographic or scope limitations permitted by applicable law, then such provisions shall be reformed to the maximum time, geographic or scope limitations, as the case may be, then permitted by such law.
8. No Disparagement. I will not (a) make any false, misleading or disparaging representations or statements with regard to the Company or the products or services of the Company or (b) make any statement that may impair or otherwise adversely affect the goodwill or reputation of the Company.
9. Equitable Remedies. I agree that it would be impossible or inadequate to measure and calculate the Company's damages from any breach of the covenants set forth in Sections 2, 3, 5, 6, 7 and 8 herein. Accordingly, I agree that if I breach any of such Sections, the Company will have available, in addition to any other right or remedy available, the right to obtain an injunction from a court of competent jurisdiction restraining such breach or threatened breach and to specific performance of any such provision of this Agreement. I further agree that no bond or other security shall be required in obtaining such equitable relief and I hereby consent to the issuance of such injunction and to the ordering of specific performance.
10. General Provisions.
(a) Governing Law; Consent to Personal Jurisdiction. THIS AGREEMENT WILL BE GOVERNED BY THE LAWS OF THE STATE OF MICHIGAN WITHOUT REGARD TO CONFLICT OF LAWS PRINCIPLES. I HEREBY EXPRESSLY CONSENT TO THE PERSONAL JURISDICTION OF THE STATE AND FEDERAL COURTS LOCATED IN THE STATE OF MICHIGAN FOR ANY LAWSUIT FILED THERE AGAINST ME BY THE COMPANY CONCERNING MY INTERNSHIP OR THE TERMINATION OF MY INTERNSHIP OR ARISING FROM OR RELATING TO THIS AGREEMENT.
(b) Entire Agreement. This Agreement sets forth the entire agreement and understanding between the Company and me relating to the subject matter herein and supersedes all prior discussions between us. No modification of or amendment to this Agreement, nor any waiver of any rights under this Agreement, will be effective unless in writing signed by the party to be charged. Any subsequent change or changes in my duties, salary or compensation will not affect the validity or scope of this Agreement.
(c) Severability. If one or more of the provisions in this Agreement are deemed void by law, including, but not limited to, the covenant not to compete in Section 7, then the remaining provisions will continue in full force and effect.
(d) Successors and Assigns. This Agreement will be binding upon my heirs, executors, administrators and other legal representatives and will be for the benefit of the Company, its successors, and its assigns.
(e) Construction. The language used in this Agreement will be deemed the language chosen by the parties to express their mutual intent, and no rules of strict construction will be applied against either party. Neither party nor any legal counsel shall be construed to be the drafter or primary drafter of this Agreement and in the event of any dispute regarding the construction of this Agreement or any of its provisions, ambiguities or question of interpretation shall not be construed more in favor of one party than the other; rather questions of interpretation shall be construed equally to each party.
(f) Survival. The following provisions will survive the termination or expiration of this Agreement: Sections 2, 4, 5, 6, 7, 8, 9 and 10.
11. I acknowledge and agree to each of the following items:
(a) I am executing this Agreement voluntarily and without any duress or undue influence by the Company or anyone else; and
(b) I have carefully read this Agreement. I have asked any questions needed for me to understand the terms, consequences and binding effect of this Agreement and fully understand them; and
(c) I sought the advice of an attorney of my choice, or had the opportunity to do so, before signing this Agreement.
IN WITNESS WHEREOF, the parties have executed this Agreement on the day, month and year first set forth below; provided, however, that the Company executed this Agreement solely for the purpose of entering into the covenants contained in Section 2(a).