Terms of Use (the ‘Agreement’)
BETWEEN: (the ‘Information Provider’ – AND – the ‘Recipient’)
BACKGROUND:
1. The Information Provider and the Recipient desire to enter into a non-competition agreement with regard to: Protected Information that will not be provided to individuals that have not signed a non-compete agreement with SENJ Ltd (the ‘Permitted Purpose’).
2. In connection with the Permitted Purpose, the Recipient will receive certain confidential information (the ‘Confidential Information’) the Information Provider has sought assurance the Recipient will not exploit Protected Information to gain a competitive advantage unless permitted to do so by the Information Provider.
IN CONSIDERATION OF and as a condition of the Information Provider providing the Confidential Information to the Recipient in addition to the valuable consideration, the receipt and sufficiency of which consideration is hereby acknowledged, the parties to this Agreement agree as follows:
Non-Competition
1. Other than with the express written consent of the Information Provider, which consent may not be unreasonably withheld, the Recipient will not, from the date of this Agreement for ten years, be directly or indirectly involved with a business which is in direct competition with the business lines of the Information Provider how so ever the information is sourced that are the subject of this Agreement.
2. Other than with the express written consent of the Information Provider, which consent may not be unreasonably withheld, the Recipient will not, from the date of this Agreement for ten years be directly or indirectly involved in any way with a business or individual which is in direct competition with the Information Provider nor will the Recipient collaborate with, partner with or derive any personal or corporate economic benefit of any kind whether derived directly or indirectly from or with any other individual or individuals or corporate entities that compete in the private administration process markets.
3. From the date of this Agreement for ten years, the Recipient will not divert or attempt to divert from the Information Provider any business the Information Provider had enjoyed, solicited, or attempted to solicit, from its customers or Agents, at the time the parties entered into this Agreement or at any date between the date of signing this agreement and for ten years.
Non-Solicitation
4. The Recipient, their affiliates, contacts, subsidiaries and representatives will not, from the date of this Agreement for ten years, directly or indirectly solicit for employment or collaborate with any person who is now employed, retained or collaborating with the Information Provider or any affiliate or collaborator of the Information Provider without the prior written consent of the Information Provider.
Confidential Information
5. Written, oral or online information and materials produced or provided by the Information Provider relating to Education Guides and Videos within the Information Providers Prospect Education and Agent Education material. Confidential information includes third party information discovered by the Recipient from the Public Domain is covered under this Agreement. Confidential Information regardless of whether such information was provided before or after the date of this Agreement or discovered by the Recipient at any time is covered under this Agreement.
6. The Confidential Information means all data and information relating to the product, products or services of the Information Provider as well.
As all data and information relating to the Information Provider, including but not limited to, the following:
1. ‘Customer Information’ which includes names of customers of the Information Provider, their representatives, all customer contact information, contracts and their contents and parties, customer services, data provided by customers and the type, quantity and specifications of products and services purchased, leased, licensed or received by customers of the Information Provider;
2. Master Agent and Sub Agent Information, which includes names of Master Agents or Sub Agents of the Information Provider, their representatives, all contact information, contracts and their contents and parties, services, data provided by Master Agents or Sub Agents and the type, quantity and specifications of products and services purchased, leased, licensed or received by Master Agents and Sub Agents of the Information Provider;
3. ‘Intellectual Property’ which includes information relating to the Information Provider’s Private Administration Process business services or any other public or private disclosure of such information, including but not limited to the nature of the Private Administration Process provided by the Information Provider, to include business processes, technical and legal data, commercial legal details, know how, presentations, the status and details of research and development of Private Administration Process services, and information regarding acquiring, protecting, enforcing and licensing proprietary rights (including patents, copyrights and trade secrets);
4. ‘Marketing and Development Information’ of the Information Providers Prospect Educational material and which includes marketing and development plans, websites, presentations, documents of the Information Provider, procedures, marketing techniques and methods of obtaining business, and future plans and potential strategies of the Information Provider which have been or are being discussed;
5. ‘Business Operations’ which includes internal personnel and financial information of the Information Provider, customer names and Master Agent and Sub Agent information (including customer Master Agent and Sub Agent characteristics, services and agreements), internal services and operational manuals, external business contacts including those stored on social media accounts or other similar platforms or databases operated by the Information Provider, and the manner and methods of conducting the Information Provider’s business;
6. ‘Product or Service Information’ which includes all specifications for products and services of the Information Provider as well as work product resulting from or related to work or projects of the Information Provider, of any type or form in any stage of actual or anticipated research and development relating to Private Administration Process;
7. ‘Production Processes’ which includes processes used in the creation, production and manufacturing of the work product of the Information Provider including Education Guides and Videos of the Information Providers Prospect Education and Agent Education material, including but not limited to, formulas, patterns, moulds, models, methods, techniques, specifications, processes, procedures, equipment, devices, programs, and designs;
8. ‘Service Information’ which includes all data and information relating to the services provided by the Information Provider, including but not limited to, Education Guides and Videos of the Information Providers Prospect Education and Agent Education material, plans, schedules, manpower, inspection, and training information;
9. ‘Proprietary Computer Code’ which includes all sets of statements, instructions or programs of the Information Provider, whether in human readable or machine readable form, that are expressed, fixed, embodied or stored in any manner and that can be used directly or indirectly in a computer (‘Computer Programs’); any report format, design or drawing created or produced by such Computer Programs; and all documentation, design specifications and charts, and operating procedures which support the Computer Programs;
10. ‘Computer Technology’ which includes all scientific and technical information or material of the Information Provider, pertaining to any website, machine, appliance or process, including but not limited to, specifications, proposals, models, designs, formulas, test results and reports, analyses, simulation results, tables of operating conditions, materials, components, industrial skills, operating and testing procedures, know-how and show-how;
11. Any information supplied by SENJ Ltd
Confidential Obligations
7. Except as otherwise provided in this Agreement, the Recipient must keep the Confidential Information confidential to mean the Education Guides and Videos of the Information Providers Prospect Education and Agent Education material.
8. Except as otherwise provided in this Agreement, the Confidential Information will remain the exclusive property of the Information Provider and will only be used by the Recipient for the Permitted Purpose. The Recipient will not use the Confidential Information for any purpose that might be directly or indirectly detrimental to the Information Provider or any associated affiliates third parties or subsidiaries.
9. The obligations to ensure and protect the confidentiality of the Confidential Information imposed on the Recipient in this Agreement and any obligations to provide notice under this Agreement will survive the expiration or termination, as the case may be, of this Agreement and those obligations will last indefinitely.
10. The Recipient may only disclose Confidential Information:
i. to such employees, agents, representatives collaborators, affiliates and advisors of the Recipient that have entered into a noncompete
agreement with the Information Provider in the form of this agreement or any other form that the Information Provider approves.
ii. the Recipient agrees to take all necessary steps to ensure that the terms of this Agreement are not violated by such employees, agents, representatives collaborators, affiliates and advisors of the Recipient; and
iii. the Recipient agrees to be responsible for and indemnify the Information Provider for any breach of this Agreement by their employees, agents, representatives collaborators, affiliates and advisors.
11. The Recipient agrees to use the Information Providers document libraries and video room and will store Confidential Information at their usual place of business and to store all Confidential Information separate from other information and documents held in the same location. Further, the Confidential Information may not be used, reproduced, transformed, or stored on a computer or device that is accessible to persons to whom disclosure may not be made, as set out in this Agreement.
Ownership and Title
12. Nothing contained in this Agreement will grant to or create in the Recipient, either expressly or impliedly, any right, title, interest or license in or to the intellectual property of the Information Provider.
Remedies
13. The Recipient agrees and acknowledges that the Confidential Information is of a proprietary and confidential nature and that any failure to maintain the confidentiality of the Confidential Information in breach of this Agreement cannot be reasonably or adequately compensated for
in money damages and would cause irreparable injury to the Information Provider. Accordingly, the Recipient agrees that the Information Provider is entitled to, in addition to all other rights and remedies available to it at law or in equity, an injunction restraining the Recipient and
any employees, agents, representatives collaborators, affiliates and advisors of the Recipient, from directly or indirectly committing or engaging in any act restricted by this Agreement in relation to the Confidential Information.
Return of Confidential Information
14. The Recipient will keep track of all Confidential Information provided to them and the location of such information. The Information Provider may at any time request the return of all Confidential Information from the Recipient. Upon the request of the Information Provider,
or in the event that the Recipient ceases to require use of the Confidential Information, or upon the expiration or termination of this Agreement, the Recipient will:
1. return all Confidential Information to the Information Provider and will not retain any copies of this information;
2. destroy or have destroyed all memoranda, notes, reports and other works based on or derived from the Recipient’s review of the confidential information; and
3. provide a certificate to the Information Provider that such materials have been destroyed or returned, as the case may be.
Notices
15. In the event that the Recipient is required in a civil, criminal or regulatory proceeding to disclose any part of the Confidential Information, the Recipient will give to the Information Provider prompt written notice of such request so the Information Provider may seek an appropriate remedy or alternatively to waive the Recipient’s compliance with the provisions of this Agreement in regard to the request.
16. If the Recipient loses or fails to maintain the confidentiality of any of the Confidential Information in breach of this Agreement, the Recipient will immediately notify the Information Provider and take all reasonable steps necessary to retrieve the lost or improperly disclosed
Confidential Information.
17. Any notices or delivery required in this Agreement will be deemed completed when hand-delivered, delivered by agent, or seven (7) days after being placed in the post, postage prepaid, to the parties at the addresses contained in this Agreement or as the parties may later designate in writing.
18. The addresses for any notice to be delivered to any of the parties to this Agreement are as follows:
- SENJ Ltd. Admin@senjltd.com
- YOU,
Representations
19. In providing the Confidential Information, the Information Provider makes no representations, either expressly or impliedly as to its adequacy, sufficiency, completeness, correctness or its lack of defect of any kind, including any patent or trade mark infringement that may result from the use of such information.
Termination
20. Either party may terminate this Agreement by providing written notice to the other party. Except as otherwise provided in this Agreement, all rights and obligations under this Agreement will terminate ten years from the date of this agreement.
Assignment
21. Except where a party has changed its corporate name or merged with another corporation or transferred its business to an individual or individuals, this Agreement may not be assigned or otherwise transferred by the Recipient in whole or part without the prior written consent of the Information Provider.
Amendments
22. This Agreement may only be amended or modified by a written instrument executed by both the Information Provider and the Recipient.
Governing Law
23. This Agreement will be construed in accordance with and governed by the laws of England.
General Provisions
24. Time is of the essence in this Agreement.
25. This Agreement may be executed in counterpart.
26. Headings are inserted for the convenience of the parties only and are not to be considered when interpreting this Agreement. Words in the singular mean and include the plural and vice versa. Words in the masculine mean and include the feminine and vice versa.
27. The clauses, paragraphs, and subparagraphs contained in this Agreement are intended to be read and construed independently of each other. If any part of this Agreement is held to be invalid, this invalidity will not affect the operation of any other part of this Agreement.
28. The Recipient is liable for all costs, expenses and expenditures including, and without limitation, the complete legal costs incurred by the Information Provider in enforcing this Agreement as a result of any default of this Agreement by the Recipient.
29. The Information Provider and the Recipient acknowledge that this Agreement is reasonable, valid and enforceable. However, if a Civil court of competent jurisdiction finds any of the provisions of this Agreement to be too broad to be enforceable, it is the intention of the Information Provider to take up the matter at Common Law.
30. No failure or delay by the Information Provider in exercising any power, right or privilege provided in this Agreement will operate as a waiver, nor will any single or partial exercise of such rights, powers or privileges preclude any further exercise of them or the exercise of any other right, power or privilege provided in this Agreement.
31. This Agreement will inure to the benefit of and be binding upon the respective heirs, executors, administrators, successors and assigns, as the case may be, of the Information Provider and the Recipient.
32. This Agreement constitutes the entire agreement between the parties and there are no further items or provisions, either oral or otherwise.
