This Confidentiality and Non-Circumvention Agreement (“Agreement”) is entered into by Get Me Franchise of Missouri City, Texas or any related entities or individuals and (Party or Parties), and relates specifically to information shared relating to a company to be identified in a separate document after the signing of this document (“the Targets”) as of the date shown below:

Recitals:

This Agreement establishes an understanding of confidence respecting planned disclosures between both Parties of confidential information related to the Targets.
It is extremely important to both Parties that these disclosures be maintained in confidence and that both Parties recognize that any disclosure to a third party could have serious adverse effects on the current and future business activities of either or both Parties.
This Agreement establishes conditions that govern disclosures made by either or both of the Parties and for a Non-Circumvention of the client’s of Get Me Franchise for a period of one year after the termination of this Agreement.

Agreement:

In consideration of these premises, and the conditions contained in this Agreement, the Parties agree that:

For the purposes of this Agreement the term “Confidential Information” shall mean any information disclosed by one Party (“Disclosing Party”) to the other (“Receiving Party”) relating to any information shared concerning the Targets that a reasonable party would consider to be confidential or commercially sensitive.
Each of the Parties will use such Confidential Information for its internal purposes only and shall not distribute, disclose, or disseminate it in any way to anyone except its employees and/or consultants who have a need to know such information.
The Confidential Information shall be used solely for the mutual benefit of the Parties and for the purposes for which disclosure was made.

Limitations

The foregoing obligations of confidentiality and nondisclosure shall not apply to any information received from the Disclosing Party that:

is known to the Receiving Party prior to disclosure by the Disclosing Party under this Agreement.
Is known to the public at the time of disclosure by the Disclosing Party, or subsequently becomes known to the public through no fault of the Receiving Party;
Is disclosed to the Receiving Party by a third party having legal right to make such disclosure;
Has been independently developed by the Receiving Party without reliance on, or use of, the Disclosing Party’s Confidential Information;
Is required to be disclosed pursuant to judicial action or governmental regulations, provided the Receiving Party notifies the Disclosing Party as soon as possible prior to such disclosure.

Term and Termination

This Agreement will remain in effect for a period of one year, except that either Party may terminate this Agreement by giving the other Party thirty days advance written notice of termination, provided that such termination shall not affect either Party’s obligations respecting the other Party’s Confidential Information received by such Party prior to the effective date of termination.

Non-Circumvention

The parties agree during the term of this Agreement or after the expiration or termination of this Agreement to not contact or attempt to contact any of the clients of either party for the purpose of competing with that party.

Miscellaneous

The following miscellaneous conditions shall apply:

This document contains the entire Agreement between the Parties respecting the Parties’ Confidential Information, and supersedes any previous or contemporaneous understandings, commitments, or agreements, oral or written, as to such subject matter.
This Agreement shall be governed by the laws of the State of Texas.
This Agreement shall be binding upon and inure to the benefit of the successors and assigns of the Parties hereto, but neither of the Parties hereto shall assign this Agreement without the prior written consent of the other Party.
No modification or waiver of any of the provisions of this Agreement shall be valid unless in writing and signed by both Parties.
If any provision of this Agreement is adjudicated invalid, illegal, or unenforceable in any jurisdiction, such provision shall not affect the remaining provisions of this Agreement, which shall remain in full force and effect.
This Agreement may be executed in any number of counterparts, each of which shall be deemed an original, and all of which together shall constitute one and the same document.
Nothing in this Agreement shall be construed as creating a joint venture, agency, partnership, employer/employee or any other form of relationship between the Parties.
During the term of the Agreement and for a period of one year after it is terminated, neither Party shall hire, offer to hire, entice away or in any other manner persuade any employee or agent of the other Party to discontinue his/her/its relationship with such Party.