CONFIDENTIALITY AND NON-COMPETE AGREEMENT
THIS AGREEMENT shall be effective immediately between iOWA iBROW iLASH ACADEMY, LLC, an Iowa Limited Liability Company, with its principal offices at 9500 SE University Ave, Suite 1107 #18 West Des Moines, IA. 50266, hereinafter referred to as the “Company,” and the undersigned individual hereinafter referred to as
WHEREAS, as of the date hereof, the Company provides Customers/Students with training in makeup artistry which includes but is not limited to techniques for the application of artificial eyelashes and permanent makeup, hyaluronic pen courses. The Company and its principal, Tammy Tuyen Johnson, have spent much time and money developing the intellectual property involved in the confidential techniques and curriculum that will be taught to the Customer/Student.
WHEREAS, the Company desires that all of the confidential techniques and curriculum which come into the possession of the Customer/Student be regarded as strictly confidential and held in trust solely for the benefit and use of the Customer/Student. The Parties agree that the Customer/Student is not in the business of teaching makeup application and that the Customer/Student will not share the techniques and/or curriculum learned from Company with any other companies or individuals, including but not limited to individuals who work with or for the undersigned Customer/Student. Further, the Company and Customer/Student agree that the Company would suffer irreparable harm if the Customer/Student disclosed the learned techniques and curriculum to anyone else, including any co-workers or friends of the Customer/Student, whether Customer/Student was compensated for said techniques and/or curriculum or not.
WHEREAS, the Company has an interest in protecting its makeup application techniques and curriculum from the competition by Customers/Students and others that they may pass the knowledge onto. WHEREAS, the Company has an interest in protecting its makeup application techniques and curriculum from solicitation by the Customer/Student to companies, employees, co-workers, or any other individuals.
WHEREAS, in consideration of the mutual Covenants and agreements set forth herein, the Company and Customer/Student agree as follows:
1. Confidentiality Agreement. “Confidential Information” means information and/or techniques disclosed to a Customer/Student which is not in the public domain in any form. Confidential Information shall include, but not be limited to, trade secrets, processes, systems, techniques, know-how, improvements, or any other compilation of information whatsoever, written or unwritten and related to the techniques and/or curriculum taught by the Company. Customer/Student understands and agrees that, as a part of his/her training, he/she will be using and will have access to Confidential Information, processes, and/or techniques of the Company, and Customer/Student agrees that during the Term (as defined below) and thereafter, he/she will not divulge any such Confidential Information, processes and/or techniques to any person or entity unless previously so authorized by the Company.
2. Non-Disclosure. The company has and intends to share confidential intellectual property with the Customer/Student when Company teaches the Customer/Student this make-up artistry techniques and curriculum. Said confidential Intellectual Property shall remain the property of Company, and Customer/Student shall not disclose said confidential techniques and curriculum to anyone else whatsoever, including but not limited to, individuals working with or for, and/or friends and acquaintances of the Customer/Student.
3. Non-competition. During the Term (as defined below), Customer/Student will not, directly or indirectly own, manage, control, or be connected in any manner with the ownership, management, or control of any business, including sole-proprietorships that engage in activities which are similar to, or competitive with, the Business of the Company within the state of Iowa or otherwise. Nor will the Customer/Student disclose the techniques and curriculum taught by the Company to anyone else, including but not limited to individuals who are employed by or are co-workers of the Customer/Student. During the Term (as defined below), Customer/Student will not, directly or indirectly, convey, donate, share, sell, or offer to sell, the techniques and/or curriculum taught by Company to individuals or any company whatsoever. Said techniques and curriculum shall be treated as intellectual property of the Company and are not to be disclosed.
4. Breach In the event of an actual or threatened breach by the Customer/Student of provisions of this Agreement, Customer/Student agrees that in addition to any other remedy to which the Company may be entitled, this Agreement shall be enforceable by injunction, immediately and without bond by the District Court of the State of Iowa in and for Polk County, Iowa, to which court customer/Student grants jurisdiction, and that any order entered by such court shall be enforceable in any other court of competent jurisdiction over Customer/Student hereafter. Nothing herein stated shall be construed as prohibiting the Company from pursuing any other remedies available to the Company for such breach or threatened breach, including the recovery of damages from the Customer/Student.
5. Attorney/Expert Witness Fees. In addition to, and not in lieu of any other remedies or damages otherwise available, if it shall be necessary to enforce the terms of this agreement, the prevailing party shall be entitled to reimbursement of any fees and costs of its attorneys and/or expert witnesses, including without limitation travel and lodging expense. The foregoing shall be applicable regardless of whether it is actually necessary to pursue litigation in order to forward the rights of the party.
6. Reasonableness as to Terms and Reformation. The Parties agree and acknowledge that the time, scope, and other terms and conditions of this Agreement have been reviewed and discussed, and Customer/Student specifically agrees that such time, scope, and other provisions are reasonable under these circumstances. Customer/Student further agrees that if, despite the express agreement of the Parties, a court should hold any provision of this Agreement unenforceable for any reason, then the terms of a such unenforceable provision shall be deemed to be amended to such terms as the court shall deem to be enforceable, taking into account the interests of Company to be protected by this Agreement, and the Agreement as so reformed shall be enforced. Any provision hereof which cannot be enforced or reformed shall be deemed to be severed from the remaining portions, provisions, or parts of this Agreement and shall not affect the validity or enforceability of such remaining portions, provisions, or parts of this Agreement.
7. Term Where used herein, the word “Term” shall mean and refer to a period commencing upon the date hereof and ending on the day following a period which is ten (10) years after Customer/ Student’s training with the Company.
8. Other provisions
1. Confidentiality Agreement. “Confidential Information” means information and/or techniques disclosed to a Customer/Student which is not in the public domain in any form. Confidential Information shall include, but not be limited to, trade secrets, processes, systems, techniques, know-how, improvements, or any other compilation of information whatsoever, written or unwritten and related to the techniques and/or curriculum taught by the Company. Customer/Student understands and agrees that, as a part of his/her training, he/she will be using and will have access to Confidential Information, processes, and/or techniques of the Company, and Customer/Student agrees that during the Term (as defined below) and thereafter, he/she will not divulge any such Confidential Information, processes and/or techniques to any person or entity unless previously so authorized by the Company.
2. Non-Disclosure. The company has and intends to share confidential intellectual property with the Customer/Student when Company teaches the Customer/Student this make-up artistry techniques and curriculum. Said confidential Intellectual Property shall remain the property of Company, and Customer/Student shall not disclose said confidential techniques and curriculum to anyone else whatsoever, including but not limited to, individuals working with or for, and/or friends and acquaintances of the Customer/Student.
3. Non-competition. During the Term (as defined below), Customer/Student will not, directly or indirectly own, manage, control, or be connected in any manner with the ownership, management, or control of any business, including sole-proprietorships that engage in activities which are similar to, or competitive with, the Business of the Company within the state of Iowa or otherwise. Nor will the Customer/Student disclose the techniques and curriculum taught by the Company to anyone else, including but not limited to individuals who are employed by or are co-workers of the Customer/Student. During the Term (as defined below), Customer/Student will not, directly or indirectly, convey, donate, share, sell, or offer to sell, the techniques and/or curriculum taught by Company to individuals or any company whatsoever. Said techniques and curriculum shall be treated as intellectual property of the Company and are not to be disclosed.
4. Breach In the event of an actual or threatened breach by the Customer/Student of provisions of this Agreement, Customer/Student agrees that in addition to any other remedy to which the Company may be entitled, this Agreement shall be enforceable by injunction, immediately and without bond by the District Court of the State of Iowa in and for Polk County, Iowa, to which court customer/Student grants jurisdiction, and that any order entered by such court shall be enforceable in any other court of competent jurisdiction over Customer/Student hereafter. Nothing herein stated shall be construed as prohibiting the Company from pursuing any other remedies available to the Company for such breach or threatened breach, including the recovery of damages from the Customer/Student.
5. Attorney/Expert Witness Fees. In addition to, and not in lieu of any other remedies or damages otherwise available, if it shall be necessary to enforce the terms of this agreement, the prevailing party shall be entitled to reimbursement of any fees and costs of its attorneys and/or expert witnesses, including without limitation travel and lodging expense. The foregoing shall be applicable regardless of whether it is actually necessary to pursue litigation in order to forward the rights of the party.
6. Reasonableness as to Terms and Reformation. The Parties agree and acknowledge that the time, scope, and other terms and conditions of this Agreement have been reviewed and discussed, and Customer/Student specifically agrees that such time, scope, and other provisions are reasonable under these circumstances. Customer/Student further agrees that if, despite the express agreement of the Parties, a court should hold any provision of this Agreement unenforceable for any reason, then the terms of a such unenforceable provision shall be deemed to be amended to such terms as the court shall deem to be enforceable, taking into account the interests of Company to be protected by this Agreement, and the Agreement as so reformed shall be enforced. Any provision hereof which cannot be enforced or reformed shall be deemed to be severed from the remaining portions, provisions, or parts of this Agreement and shall not affect the validity or enforceability of such remaining portions, provisions, or parts of this Agreement.
7. Term Where used herein, the word “Term” shall mean and refer to a period commencing upon the date hereof and ending on the day following a period which is ten (10) years after Customer/ Student’s training with the Company.
8. Other provisions
- No change, addition, deletion or amendment of this Agreement shall be valid or binding upon either party unless in writing and signed by the party.
- There are no oral or other agreements or understanding between the parties affecting this Agreement. This Agreement replaces and supersedes all prior agreements and understandings as to this subject matter.
- This Agreement shall be governed by, and construed in accordance with, the laws of the State of Iowa. This Agreement is to be performed in whole or in part in Polk County, Iowa, and shall be enforceable in the Iowa District Court for Polk County or the United States District Court for the Southern District of Iowa. The Parties to this Agreement agree that in the event that it shall be necessary to enforce the terms of this Agreement, in addition to, and not in lieu of, any other relief to which they may otherwise be entitled, injunctions and judgments of specific performance may be awarded. To the maximum extent allowed by law, the Parties to this Agreement waive the posting of any bond.
- Customer/Student hereby warrants and represents that he/she has read this document and understands its terms. Customer/Student hereby further warrants and represents that he/she agrees to be bound by the terms of this document and that prior to execution hereof, he/she has obtained such independent legal counsel as he/she deemed necessary.
- Any notice to be given pursuant to this Agreement shall be given to the respective party at the address listed herein or such other address as the party may provide the other. A copy of any notice to be served or delivered to the Company shall also be served or forwarded to Kyle Kruidenier, 6601 Westown Parkway, Suite 200, West Des Moines, Iowa 50266.