Confidentiality and Non-Competition Agreement
Agreement entered into by and between the Undersigned (hereinafter referred to as "the Scienceteller") and Piccirillo Celebrations, LLC, P.O. Box 6741, Hillsborough, NJ 08844 (hereinafter referred to as "Piccirillo Celebrations, LLC"), as of the date and time submitted electronically by the Scienceteller.
Whereas Piccirillo Celebrations, LLC is engaged in the business of organizing and producing interactive science entertainment for children and their families through combining science and storytelling (the “Business”), and has developed a marketing strategy, technical expertise, and a unique presentation methodology, all of which it deems proprietary and confidential; and
Whereas Piccirillo Celebrations, LLC is willing to disclose such marketing strategy, technical expertise and presentation methodology, as well as other information, to the Scienceteller for the limited purposes of the present or future involvement of the Scienceteller as an employee, independent contractor or licensee, as the case may be, with respect to the Business; and
Whereas Piccirillo Celebrations, LLC desires to protect all of the knowledge and information relating to the Business which is of a proprietary and confidential nature, including but limited to business and trade secrets, know-how, techniques, inventions, discoveries, improvements, technical and financial data, sales and marketing plans, customer information, operational procedures and manuals, whether presently in effect, or in the process of being developed by Piccirillo Celebrations, LLC (the “Confidential Information”);
NOW, THEREFORE, IN CONSIDERATION OF THE FUTURE DISCLOSURE BY PICCIRILLO CELEBRATIONS, LLC TO THE SCIENCETELLER OF THE CONFIDENTIAL INFORMATION FOR THE PURPOSES AS SET FORTH HEREIN ABOVE, THE PARTIES HERETO AGREE AS FOLLOWS:
a. The preamble hereto shall form an integral part hereof as if recited herein at length.
2. Proprietary Rights and Confidential Information
a. The Scienceteller agrees that all Confidential Information is or shall be and shall remain the sole and exclusive property of Piccirillo Celebrations, LLC, and that the Scienceteller shall have no proprietary rights therein whatsoever;
b. The Scienceteller shall not disclose, nor use for his/her own account or on behalf of any third party, during the term of this Agreement, any of the Confidential Information unless such use is expressly authorized in writing by Piccirillo Celebrations, LLC;
c. The Scienceteller agrees not to reproduce, register or copy, in any manner whatsoever, any documents relating to the Confidential Information for reasons outside the Scienceteller's scope of responsibilities;
d. Upon the termination of the involvement of the Scienceteller in the Business, the Scienceteller shall immediately return all copies, reproductions, summaries or originals which he/she may then have in his/her possession in connection with the Confidential Information.
3. Non-Competition Covenant
a. The Scienceteller acknowledges that, as a consequence of his involvement in the Business and for the more effective performance of his duties as a Scienceteller, he/she will be provided with access to Confidential Information and will be advanced and promoted by Piccirillo Celebrations, LLC to clients and prospective clients of Piccirillo Celebrations, LLC as a person possessing special competence in the various areas of the Business;
b. If the involvement of the Scienceteller in the Business is terminated by either party, for any reason whatsoever, it is hereby agreed that Piccirillo Celebrations, LLC shall be entitled to reasonable protection against unfair exploitation by the Scienceteller of the Confidential Information, and of the instruction, training, advancement and promotion referred to in clause 3a hereof and, without limiting the generality of the foregoing, upon such termination, it is further agreed that the Scienceteller, during the term of this Agreement as hereinafter defined, shall not, directly or indirectly, engage within Canada and the United States in a business incorporating the essential elements of the Business in which Piccirillo Celebrations, LLC is engaged at the time of such termination;
c. While the Scienceteller is representing Piccirillo Celebrations, LLC in any capacity, the Scienceteller will not engage with past, current, or potential customers about programs, activities, performances, or events unrelated to the Business in which Piccirillo Celebrations, LLC is engaged.
d. “Engage” shall include contacting, soliciting, providing services to, directing business to or receiving business from any person, partnership, corporation or other entity, whether as employee, principal or agent, mandator or mandatory, as a shareholder of a corporation or in any other fashion, which was a customer of Piccirillo Celebrations, LLC or of an employee, independent contractor or licensee of Piccirillo Celebrations, LLC (“Other Sciencetellers”), as the case may be, at any time during the two (2) year period immediately preceding the termination of the involvement of the Scienceteller in the Business.
a. The present Agreement shall be binding upon the parties hereto during the term of the involvement of the Scienceteller in the Business and for a further period of two (2) years thereafter.
a. If the Scienceteller breaches any of the provisions of the Agreement, he shall be obliged to render an account to Piccirillo Celebrations, LLC of all profits derived from such breach and shall remit to Piccirillo Celebrations, LLC all profits, compensation, commissions, remuneration and any other benefits whatsoever which the Scienceteller may have derived from such breach;
b. In addition to the remedy provide for in clause 5a hereof, Piccirillo Celebrations LLC, shall be entitled to claim from the Scienceteller any other direct or indirect damages sustained by it as a result of the breach by the Scienceteller of its obligations hereunder;
c. The Scienceteller expressly acknowledges that Piccirillo Celebrations, LLC will suffer immediate and irreparable harm as a result of any violation, breach or threatened breach of this Agreement, or any part hereof, by the Scienceteller. As such and in addition to those remedies provided for hereinabove which are otherwise available to Piccirillo Celebrations, LLC, Piccirillo Celebrations, LLC shall be entitled to apply to any court of competent jurisdiction for the issuance of a temporary, provisional or interlocutory injunction, restraining and enjoining such breach or violation by the Scienceteller and/or any person, partnership, corporation or other entity which may be acting in consort with the Scienceteller or to whom the Confidential Information may have been disclosed.
a. In the event that any term of this Agreement is found to be invalid or unenforceable, such findings shall in no way affect the validity or enforceability of the other terms and conditional hereof;
b. The failure at any time or times hereinafter to require strict performance by any party of any of the provisions of this Agreement shall not constitute a waiver, or affect or diminish any of the rights of the parties to demand strict compliance and performance with respect thereto, or with respect to any other clause hereof;
c. The Scienceteller acknowledges that he has read this Agreement, understands it and agrees to be bound by its terms;
d. The parties hereto hereby agree that this Agreement constitutes the entire and exclusive agreement between them, and supersedes all prior or contemporaneous agreements and understandings, oral or written, between them;
e. No supplement, modification or amendment to this Agreement shall be binding unless executed in writing by the parties hereto.
The parties execute this Agreement as of the day and time the Scienceteller electronically signs and submits this contract.