TRAINER/TRAINEE NON-DISCLOSURE/NON-COMPETE AGREEMENT
I, the undersigned, hereby agree and acknowledge:
1. That during the course of training and/or being and independent contractor with Mantra Fitness there may be disclosed to me certain trade secrets of the Company; said trade secrets consisting but not necessarily limited to:
(a) Technical information: Methods, processes, routines, compositions, systems, techniques, inventions, machines, methods, computer programs, passwords, marketing data.
(b) Business information: Customer lists, pricing data, sources of supply, processes, financial data and marketing, production, or merchandising systems or plans, compensations plans, documents, operational methods, fitness routines, music and other confidential information.
2. I agree that I shall not during, or at any time after doing business with Mantra Fitness, use for others, or myself or disclose or divulge to others including future independent contractors, employees, or employers any trade secrets, confidential information, personal pay rates, trainer pay rates, or any other proprietary data belonging or related to Mantra in violation of this agreement.
3. That upon the termination of my contract or services from Mantra Fitness:
(a) I shall return to the Company all documents and property of Mantra Fitness, including but not necessarily limited to: routines, passwords, reports, manuals, correspondence, customer lists, computer programs, and all other materials and all copies thereof relating in any way to the Company's business, or in any way obtained by me during the course of providing services to Mantra Fitness. I further agree that I shall not retain copies, notes or abstracts of the foregoing.
(b) Mantra Fitness may notify any future studio or third party of the existence of this agreement, and shall be entitled to full injunctive relief for any breach.
(c) This agreement shall be binding upon me and my personal representatives and successors in interest, and shall apply to the benefit of Mantra Fitness, its successors and assigns.
Any disputes or litigation arising from a breach of any terms of this agreement shall be governed by the laws of the State of California and venue shall be in Orange County, California.
In the event of any dispute or litigation arising from a breach of any terms of this agreement, the prevailing party shall be entitled to collect all fees and costs, including attorney fees.
COVENANT AGAINST UNFAIR COMPETITION
During Employee or Contractor’s employment with Mantra San Juan Capistrano whether under the terms of the Agreement or at will, and for a period of two (2) years following the termination of Employee's or Contractors employment with the Company for any reason by either Employee or the Company (the "Restricted Term"), Employee or Contractor shall not, for his own account or jointly with another, as an owner, operator, partner, shareholder, employee, consultant, officer, director, manager or otherwise with any financial interest, directly or indirectly, engage in any way with another Lagree Studio located within a 10 mile radius of which Mantra is engaged, or intends to be engaged, within twelve (12) months prior to the cessation of Employee or Contractor’s employment with the Company, involving the operation of, or participation in, a competing business that provides the same or similar products and services as the Company.
Employee further agrees not to solicit, divert, or encourage customers, clients or employees to leave the Company during the Restricted Term. Employee shall not be prohibited from engaging in similar employment so long as his future conduct is not inconsistent with the prohibitions provided herein. It is agreed that this covenant shall survive the termination of Employee's or Contractors employment with the Company. In event of such violation under this Section, the Employee further agrees that the Restricted Term shall be extended by the period of such violation.