Independent Contractor Confidentiality and Non‐Compete Agreement
1. Confidential Information. (a) Company Confidential Information. The Company will make available to the Independent Contractor certain Confidential Information of the Company, previously non‐disclosed to him or her, which will enable him or her to optimize the performance of his or her duties to the Company. In exchange, the Independent Contractor agrees to use such Confidential Information solely for the Company’s benefit. Notwithstanding the preceding sentence, the Independent Contractor agrees that upon the expiration or termination of the Agreement, the Company shall have no obligation to provide or otherwise make available to the Independent Contractor any of its Confidential Information. Confidential Information is any Company proprietary information, technical data, trade secrets or any information related to Company business, including, but not limited to, research, product plans, products, services, customer lists and customers including, but not limited to, customers of the Company on whom the Independent Contractor called or with whom her or she became acquainted during the term of the contract, markets, software, developments, inventions, processes, formulas, technology, designs, drawings, engineering, hardware configuration information, marketing, finances or other business information disclosed to the Independent Contractor by the Company either directly or indirectly in writing, orally or by drawings or observation of parts or equipment. Confidential Information does not include any of the foregoing items which has become publicly known and made generally available through no wrongful act or omission of the Independent Contractor or of others who were under confidentiality obligations as to the item or items involved or improvements or new versions thereof.
(b) Strictest Confidence. The Independent Contractor agrees at all times during the term of engagement pursuant to the Agreement with the Company and thereafter, to hold in strictest confidence, and not to use, except for the exclusive benefit of the Company, or to disclose to any person, firm or corporation without written authorization of the Board of Directors of the Company, any Confidential Information of the Company.
2.Covenant Not to Compete. (a) Limited Time and Duration. The undersigned Independent Contractor hereby agrees that during the course of the Agreement and for a period of 2 years immediately following the expiration or termination of the Agreement for any reason, whether with or without good cause or for any or no cause, at the option either of Company or the Independent Contractor, with or without notice, the Independent Contractor will not compete with the Company and its successors and assigns, without the prior written consent of the Company. Contractor will not perform work for any company which he or she comes into contact with while working for CPR. If it becomes know that the contractor is doing business with the same company and contractor cannot prove that relationship was in affect prior to signing this document, the independent contractor will need to immediately end their ties otherwise CPR can sue the contractor for breach of contract.
(b) Limited Scope of Prohibited Activities. The term “not compete” as used herein shall mean that the Independent Contractor shall not, without the prior written consent of the Company, (i) serve as a partner, employee, Independent contractor, consultant, officer, director, manager, agent, associate, investor, or otherwise for, (ii) directly or indirectly, own, purchase, organize or take preparatory steps for the organization of, or (iii) build, design, finance, acquire, lease, operate, manage, invest in, work or consult for or otherwise affiliate with, any business in competition with or otherwise similar to the Company’s business.
(c) Limited Geographic Scope. This Agreement shall cover the Independent Contractor’s activities in the United States of America in which the Independent Contractor may conduct business for the Company during the term of the Agreement as set forth above, and shall include all counties in the United States of America.
(d) Significant Value. The Independent Contractor acknowledges that he or she will derive significant value from the Company’s promise in Section 1(a) to provide him or her with that Confidential Information of the Company to enable him or her to optimize the performance of his or her contractual duties to the Company. The Independent Contractor further acknowledges that his or her fulfillment of the obligations contained in this Agreement, including, but not limited to, his or her obligation neither to disclose nor to use the Company’s Confidential Information other than for the Company’s exclusive benefit and his or her obligation not to compete contained in Section 2(a), (b), and (c), is necessary to protect the Company’s Confidential Information and, consequently, to preserve the value and goodwill of the Company. The Independent Contractor further acknowledges the time, geographic, and scope limitations of his or her obligations under Section 2(a), (b), and (c) are reasonable, especially in light of the Company’s desire to protect its Confidential Information, and that he or she will not be precluded from gainful employment if he or she is obligated not to compete with the Field Company during the period and within the Territory as described in Section 2(c).
(e) Series of Separate Covenants. The covenants contained in Section 2(a), (b), and (c) shall be construed as a series of separate covenants, one for each city, county and state of any geographic area in the in the United States of America. Except for geographic coverage, each such separate covenant shall be deemed identical in terms to the covenant contained in Section 2(a) and (b). If, in any judicial proceeding, a court refuses to enforce any of such separate covenants, or any part thereof, then such unenforceable covenant, or such part, shall be eliminated from this Agreement to the extent necessary to permit the remaining separate covenants, or portions thereof, to be enforced. In the event the provisions of Section 2 are deemed to exceed the time, geographic, or scope limitations permitted by applicable law, then such provisions shall be reformed to the maximum time, geographic, or scope limitations, as permitted by such law.
3. Solicitation of Employees. For a period of 3 years (36 months) immediately following the expiration or termination of the Agreement for any reason, whether with or without good cause or for any or no cause, at the option of either party, with or without notice, the Independent Contractor will not hire any employees of the Company and will not, either directly or indirectly, solicit, induce, recruit or encourage any of the Company’s employees to leave its employment, or take away such employees, or attempt to solicit, induce, recruit, encourage or take away employees of the Company, either on behalf of the Independent Contractor personally or for any other person or entity.
4. Interference. During the course of the Agreement and for a period of 1 year (12 months) immediately following the expiration or termination of the Agreement for any reason, whether with or without good cause or for any or no cause, at the option of either party, with or without notice, the Independent Contractor will not, either directly or indirectly, interfere with the Company’s contracts and relationships, or prospective contracts and relationships, including, but not limited to, the Company’s customer or client contracts and relationships.
5. Equitable Remedies. (a) Damages Due to Breach. The Independent Contractor agrees that it would be impossible or inadequate to measure and calculate the Company’s damages from any breach of the covenants set forth in this Agreement, herein. Accordingly, if the Independent Contractor breaches any section, the Company will have available, in addition to any other right or remedy available, the right to obtain an injunction from a court of competent jurisdiction restraining such breach or threatened breach and to specific performance of any such provision of this Agreement. (b) Bond Waiver and Consent. No bond or other security shall be required in obtaining such equitable relief, and the Independent Contractor hereby consents to the issuance of such injunction and to the ordering of specific performance.
6. Representations and Warranties by Independent Contractor. If the Independent Contractor is a corporation or a limited liability company, the Independent Contractor warrants, represents, covenants, and agrees that it is duly organized, validly existing and in good standing under the Laws of the State of its incorporation or organization and is duly authorized and in good standing to conduct business, that it has all necessary power and has received all necessary approvals to execute and deliver the Agreement, and the individual executing the Agreement on behalf of the Independent Contractor has been duly authorized to act for and to bind the Independent Contractor.
7. General Provisions. (a) Severability. If one or more of the provisions in this Agreement are deemed void by law, including, but not limited to, the covenant not to compete in Section 2, then the remaining provisions will continue in full force and effect.
(b) Successors and Assigns. This Agreement shall be binding upon and inure to the benefit of the Company, their successors, assigns, and personal representatives.
(c) Construction. The language used in this Agreement will be deemed the language chosen by the parties to express their mutual intent, and no rules of strict construction will be applied against either party.
(d) Entire Agreement. This Agreement set forth is the entire agreement and understanding between the parties relating to the subject matter herein and supersede any and all prior discussions, agreements, or contracts, whether written or oral. No modification of, or amendment to, this Agreement, nor any waiver of any rights under this Agreement, will be effective unless in writing signed by the party to be charged. Any subsequent change or changes in the Independent Contractor’s scope of work or compensation will not affect the validity or scope of this Agreement.
(e) Agreement Controlling. In the event a conflict arises between the terms and conditions of the Independent Field Inspection Representative Agreement, this Agreement shall control.
(f) Choice of Law. This Agreement shall be governed, construed and interpreted by, through and under the Laws of the State of North Carolina.
(g) Miscellaneous Provisions. The parties agree to hold in strictest confidence and not to disclose to any person, corporation or firm any information regarding the terms of this Agreement. This Agreement, and any written amendments executed by the Company and Independent Contractor shall represent the entire understanding and agreement between the parties hereto, and the same may not be altered or amended except by a subsequent written agreement executed by both the Company and Independent Contractor.
(h) The parties hereto acknowledge and agree that no representations, express or implied, have been made or relied upon in executing and agreeing to be bound by this Agreement, except as specifically set forth herein. If any provision of this Agreement shall be held prohibited by or invalidated under applicable law, such provision shall be ineffective only to the extent of such prohibition or invalidity, without invalidating or rendering ineffective any other provision of this Agreement. Parties agree that they have both participated in the drafting of this Agreement and therefore any ambiguity contained herein shall not be construed against either party. This Agreement shall be governed by the laws of the State of North Carolina without reference to conflict of laws. If legal action shall be instituted to enforce any of the provisions of this Agreement, the prevailing party shall be entitled to recover attorneys’ fees and costs.
The Independent Contractor and Company acknowledges full opportunity to review this Agreement with an attorney prior to signing. By signing this Agreement, both the Independent Contractor and Company acknowledges a full understanding of every paragraph and provision contained herein.
Subcontractor Insurance Agreement
Subcontractor shall maintain such insurance coverage, listed below, and, such policies may not be canceled or the coverage reduced below the requirements of This Agreement without first giving thirty (30) days written notice to Complete Property Restoration & Winterizing. Subcontractor’s insurance shall be primary, non-contributory and not excess coverage.
Commercial General Liability insurance including Contractual Liability, Personal Liability, Products-Completed Operations Liability, Medical Payments, Bodily Injury and Property Damage Liability with minimum limits of $ 1,000,000 per occurrence and $ 2,000,000 in the aggregate. Each Commercial General Liability shall name Complete Property Restoration & Winterizing as additional insured per forms CG20 10-11/85 (or equivalent), or CG20 37. If use of a motor vehicle is required, Business Automobile Liability insurance, including bodily injury and property damage, for all vehicles (including owned, non-owned and hired), with a minimum limit of $ 1,000,000 combined single limit per occurrence.
Subcontractor shall maintain such insurance that will protect him from claims under the North Carolina Worker’s Compensation Act, Chapter 97 of the General Statutes of North Carolina.
Employer’s Liability insurance with minimum limits of $ 100,000 Bodily Injury – each accident; $ 500,000 Bodily Injury by disease – policy limits; $ 100,000 for Bodily Injury by disease – each employee.
Subcontractor, shall provide appropriate certificates of insurance evidencing the coverage’s required by This Agreement and upon the renewal or replacement of a required insurance policy in effect during the term of This Agreement within 30 days of the date below otherwise, Subcontractor shall be in material breach of This Agreement if they breach or fail to comply with any of the obligations herein contained.
Consent To Perform Criminal History Background Check
The information contained in this application is correct to the best of my knowledge. I hereby authorize Complete Property Restoration and its designated agents and representatives to conduct a comprehensive review of my background causing a consumer report and/or an investigative consumer report to be generated for employment and/or volunteer purposes. I understand that the scope of the consumer report/ investigative consumer report may include, but is not limited to the following areas: verification of social security number; current and previous residences; employment history, education background, character references; drug testing, civil and criminal history records from any criminal justice agency in any or all federal, state, county jurisdictions; driving records, birth records, and any other public records.
I further authorize any individual, company, firm, corporation, or public agency (including the Social Security Administration and law enforcement agencies) to divulge any and all information, verbal or written, pertaining to me, to Complete Property Restoration or its agents. I further authorize the complete release of any records or data pertaining to me which the individual, company, firm, corporation, or public agency may have, to include information or data received from other sources.
I hereby release Complete Property Restoration the Social Security Administration, and its agents, officials, representative, or assigned agencies, including officers, employees, or related personnel both individually and collectively, from any and all liability for damages of whatever kind, which may, at any time, result to me, my heirs, family, or associates because of compliance with this authorization and request to release.
There will be a $30 fee for running this Background check.