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Employee/Sub-Contractor/Vendor Non-Disclosure Agreement

PLEASE COMPLETE AND SUBMIT. THANK YOU!

  • This Employee/Sub-Contractor/Vendor Non-Disclosure Agreement (this “Agreement”) is made and entered into as of
  • Date Format: MM slash DD slash YYYY
  • WHEREAS Website Technology Services, Inc., DBA WT Digital Agency, (“Website Technology Services, Inc.”) is a business engaged in the design, sales, and service of graphic design, website design, website development, search engine services, and e-commerce products; and WHEREAS Website Technology Services, Inc. desires to protect its proprietary information and its good will and reputation with its customers and clients and WHEREAS Website Technology Services, Inc. agrees to enroll
  • (“Individual”) in Website Technology Services, Inc.’s business operations.
  • NOW THEREFORE, Website Technology Services, Inc. and the Individual desire to enter into this Non-Solicitation, Non-Disclosure & Confidentiality Agreement (as amended, restated, supplemented or otherwise modified from time to time, this “Agreement”) for such purposes. In consideration for Individual’s compensation on various projects, Individual agrees that during the period of two (2) years immediately following cessation of Individual’s engagement with Website Technology Services, Inc., Individual shall not, on Individual’s own behalf or on behalf of any person, firm, partnership, association, corporation or business organization, entity, or enterprise, solicit, contact, call upon, communicate with or attempt to communicate with any customer or client of Website Technology Services, Inc. or any representative of any customer or client of Website Technology Services, Inc., with a view to sale or provide any product, equipment, material or service competitive with or potentially competitive with any product, equipment, material or service sold or provided by Website Technology Services, Inc. during the period of two (2) years immediately preceding the date of cessation of Individual’s engagement with Website Technology Services, Inc., provided that the restrictions set forth in this section shall apply only to customers or clients of Website Technology Services, Inc. with which Individual had contact with during such two (2) year period. The actions prohibited by this Agreement shall not be engaged in by subcontractor directly or indirectly, whether as a manager, salesman, agent, owner, principal, partner, sales or service representative, engineer or otherwise. Individual also recognizes that in the course of work for Website Technology Services, Inc., Individual will obtain access to certain “Company Information” as defined hereinafter. Individual agrees that during the period of his or her engagement, Individual shall only use or disclose such Company Information in connection with the performance of Individual’s job responsibilities and then only to co-workers or customers with a need to know such Company Information, or others as may be expressly authorized and only after execution by such other persons of a confidentiality agreement. The rights of the Company under this paragraph are in addition to those rights Website Technology Services, Inc. has under the law for protection of trade secrets. Individual further agrees that, until such time as the Company Information has become public knowledge other than as a result of a breach by Individual of this Agreement or by breach of those acting in concert with the Individual or on the Individual’s behalf, for any reason whatsoever, Individual shall not directly or indirectly use or disclose any Company Information to any other person or entity except as may be expressly authorized by Website Technology Services, Inc. in writing. The rights of Website Technology Services, Inc. under this paragraph are in addition to those rights Website Technology Services, Inc. has under the law for protection of trade secrets. Notwithstanding any other provision of this Agreement:
    • (A) Individual will not be held criminally or civilly liable under any federal or state trade secret law for any disclosure of a trade secret that is made: (1) in confidence to a federal, state, or local government official, either directly or indirectly, or to an attorney and solely for the purpose of reporting or investigating a suspected violation of law; or (2) in a complaint or other document that is filed under seal in a lawsuit or other proceeding.
    • (B) If the Individual files a lawsuit for retaliation by Website Technology Services, Inc. for reporting a suspected violation of law, the Individual may disclose Website Technology Services, Inc. trade secrets to the Individual’s attorney and use the trade secret information in the court proceeding if the Individual (1) files any document containing the trade secret under seal; and (2) does not disclose the trade secret, except pursuant to court order. “Company Information” shall include confidential or proprietary information relating to either Website Technology Services, Inc.’s business, or that of any of its subsidiaries, affiliates, or customers that is disclosed by Website Technology Services, Inc., its officers, directors, contractors, agents, or customers to Individual or learned by Individual during the course of his relationship with Website Technology Services, Inc., Company Information shall include, but not be limited to:
      • (i) technical, strategic, product, pricing, and financial information relating to Website Technology Services, Inc. or that of any of its subsidiaries, affiliates or customers;
      • (ii) all documents or information belonging to or created for use by Website Technology Services, Inc. or any of its subsidiaries, affiliates or customers (whether in physical or electric form), databases or database information, procedure manuals, customer files, and any templates and form letters or libraries used by Website Technology Services, Inc. in producing documentation;
      • (iii) any policies, procedures, know-how, intellectual properties, and techniques used or developed by Website Technology Services, Inc. in conducting its business, including but not limited to, formulae, methods, plans, products and potential products, services and potential services, copyrights, patents, inventions, invention rights, improvements and design contribution (all regardless of by whom conceived), cost information, and procedures for conducting, planning, scheduling and documenting customer projects;
      • (iv) the current and former customers or prospective customers of Website Technology Services, Inc. (whether contained in written or tangible lists or recollected) or lists of their names, addresses, or phone numbers or those of their Subcontractors, officers, directors, owners, or agents; and
      • (v) any materials marked confidential or proprietary or with words or designation of similar import. Company Information does not include information that:
      • (A) was known to Individual prior to its disclosure to him or her by Website Technology Services, Inc. or any of its subsidiaries, affiliates or customers (as the case may be), as evidenced by Individual’s own written records created before receipt of the information from Website Technology Services, Inc. or any of its subsidiaries, affiliates, or customers;
      • (B) was disclosed to Individual in good faith by a third party who had the right to make such a disclosure and who was not in violation of any obligation to Website Technology Services, Inc. or any of its subsidiaries, affiliates or customers with respect to such information;
      • (C) became known or available to the public through no fault of Subcontractor without breach of this Agreement or any other duty to Website Technology Services, Inc. or any of its subsidiaries, affiliates or customers;
      • (D) was approved for disclosure by written agreement of Website Technology Services, Inc.; or
      • (E) was furnished by Website Technology Services, Inc. without restriction to a third party.
    For any Company Information that is also protected by prevailing trade secret laws, as long as such Company Information remains a trade secret, the Individual shall not directly or indirectly use or disclose (except as authorized by Website Technology Services, Inc. in connection with the performance of Employee's/Subcontractor’s duties and then, only during the period of Subcontractor’s engagement with Website Technology Services, Inc.) or misappropriate any such Company Information that Individual may have or acquire (whether or not developed or compiled by Individual and whether or not Individual has been authorized to have access to such Company Information. This writing embodies the entire agreement between the parties, as it relates to Website Technology Services, Inc.’s agreement to engage Individual and Individual’s agreement to not solicit customers and clients and to not disclose Company Information. Any and all violations of the terms of this Agreement by Individual shall constitute causes of action against Individual in favor of Website Technology Services, Inc. and the parties mutually agree that Individual will be liable to Website Technology Services, Inc. for any and all damages direct or consequential to such breach. The parties further agree that Website Technology Services, Inc. shall be entitled to the recovery of all costs of enforcement, including attorney’s fees on any cause of action arising out of the breach of this agreement by Individual. Individual acknowledges and expressly aggress that any disclosures or actions in violation of this Agreement would be detrimental to Website Technology Services, Inc.’s business, would cause irreparable harm, and that money damages alone would be insufficient to remedy the harm caused. Therefore, should Individual breach this Agreement, Website Technology Services, Inc., in addition to any other rights and remedies provided under law or in this Agreement, shall be entitled to secure equitable relief by way of injunction or otherwise to prevent further harm from occurring. The parties further agree that this Agreement is governed by and shall be considered in accordance with the laws of the State of Georgia without regard to Georgia’s conflicts of laws principles. Wherefore, the parties mutually agree and assent to the terms of this Agreement, and attest to such by the affixing of their signatures hereto:
  • Authorized WT Digital Agency Signature
  • authorized signature
  • Date Format: MM slash DD slash YYYY
  • Date Format: MM slash DD slash YYYY