non-disclosure-non-solicitation agreement nda signed by plaintiff on june 1, 2011

8/17/2019 Non-disclosure-Non-solicitation Agreement NDA Signed by Plaintiff on June 1, 2011.

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Non-Disclosure/Non-Solicitation Agreement

Employees Initials:

Daniel Newhouse (the Employee ), residing at 100 Bayview Drive. Apt. 2017, Sunny Isles

Beach, Florida 33160, in consideration of Employee's employment by The Peebles Corporation, a

Florida corporation and/or any of its affiliated entities (collectively, the Company ), and the

compensation paid or to be paid to Employee, as well as such other consideration and benefits to be

provided to Employee by the Company, agrees as follows:

1. Company and Affiliates. The term Company as used in this agreement includes The

Peebles Corporation, a Florida corporation and/or any of its affiliated entities and all of its

divisions, subsidiaries or affiliates. The provisions of this agreement shall be binding upon

Employee whether he or she is employed by the above-named employer or any other affiliated

company, or any successor thereto.

2.

Disclosure by Employee. Employee will disclose and assign to the Company any

and all material of a proprietary nature developed by Employee in connection with the services

Employee is providing specifically :for Company under terms of employment, particularly

including, but not limited to, material subject to protection, trade secrets or as patentable or

copyrightable ideas. . Employee hereby assigns and agrees to assign to Company any right, title

or interest in all such intellectual property, and goodwill conceived, invented, or discovered,

either solely or jointly with another or others in connection with the services Employee is

providing specifically for Company during his employment or engagement, and which relates to

or is capable of use in connection with the business of the Company or any services or products

or services offered, used, sold or being developed by the Company at the time said material is

developed. Company shall not be entitled to any patent, trademark, service mark, copyright

and/or intellectual property rights in and to any artwork, documents, trademarks, copyrights,

service marks, inventions or ideas developed by the Employee entirely on his own time without

use of Company's confidential information or trade secret information.

3.

Confidential Information. Employee acknowledges that in his or her employment or

engagement he or she will be making use of, acquiring or adding to the Company's Confidential

Information, which includes, hut is not limited to memoranda and other material or records of a

proprietary nature; technical data; records and policy matters relating to research, finance, capital

sources, accounting, sales, personnel, management, and operations; matters particularly relating to

operations and project acquisitions, financing and development. Additionally, Employee will be

making use of, acquiring or accessing similar information and records relating to the Principal of

the Company and his family members. For purposes of this Agreement, all such information

pertaining to the Principal or members of his family shall be deemed Confidential Information.

Therefore, in order to protect the Confidential Information and to protect other employees or

independent contractors who depend on the Company for regular employment, Employee agrees as

follows:

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ILED: NEW YORK COUNTY CLERK 04/28/2015 04:20 PM INDEX NO. 653998/

YSCEF DOC. NO. 65 RECEIVED NYSCEF: 04/28/


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a)

Employee will not during or after the term of his or her employment or

engagement in any way utilize any of said Confidential Information, except in connection with my

employment or engagement by the Company and Employee will not copy, reproduce, or take with

him or her the original or any copies of said Confidential Information.

b)

At any time during or after Employee's term of employment, divulge to any

persons, firms or corporations, other than the Company (hereinafter referred to collectively as

Third Parties ), or use or cause to authorize any Third Parties to use any such Confidential

Information or any other information relating to the business or interests of the Company which he

or she knows or should know is regarded as confidential and valuable by the Company (whether or

not any of the foregoing information is actually novel or unique ) except as otherwise required by

law.

e)

he obligations of this Agreement shall not apply to any information which

is already in the public domain at the time of disclosure or becomes available to the public through

no breach of this Agreement by Employee or is independently acquired or developed by Employee

without violating any obligations under this Agreement.

Except where required by law, rule, regulation or by a Court of competent jurisdiction, the

Company similarly agrees to keep confidential any inthrmation and records relating to Employee

and his family members ( Employee Confidential Information ) that the Company may have.

Company agrees that any breach or threatened breach of confidentiality with Employee

Confidential Information shall entitle the Employee to apply to any court of competent jurisdiction

for temporary and permanent injunction without any bond or security being required and without

needing proof of actual damages.

4.

Post Employment Restrictions. During the term of Employment and for a period

of 12 months thereafter, Employee shall not directly or indirectly (and shall not permit any of his

or her affiliates to) (i) induce or attempt to induce any employee of the Company or its affiliates to

leave the employ of the Company or its affiliates or in any Way interfere with the relationship

between the Company or its affiliates and any employee thereof, (ii) knowingly hire any person.

who was an employee of the Company or its affiliates at any time during the twelve (12) month

period ending on the termination of the employment period or (iii) call on, solicit or service any

customer or client of the Company or its affiliates (including any person or entity that was a

customer, client of the Company or its affiliates at any time during the twelve (12) month period

ending on the termination of the employment period, induce or attempt to induce any customer,

client, capital source, supplier, licensee, licensor, franchisee or other business relation of the

Company or its affiliates to cease doing business with the Company or such affiliate, or in any

way interfere with the relationship between any such customer, client, supplier, or other business

relation and the Company or its affiliates (including, without limitation, making any negative or

disparaging statements or communications regarding the Company or its affiliates).

5.

If Employee's services are terminated for any reason, Employee shall vacate the

premises of Company occupied by Employee immediately upon notice to Employee and he or

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she shall forthwith upon such request remove at his or her sole cost and expense, only such

equipment and personal effects as belong solely to Employee.

6.

Company has a proprietary right in all of its physical locations, telephone numbers

and files, and upon any termination of services hereunder, such items shall, except as hereinafter

set forth, continue to belong solely to the Company and shall remain the sole and exclusive

property of the Company. Employee hereby relinquishes any and all claims and interests therein

and for the use thereof.

7. The undersigned agrees that, upon the expiration of his or her employment or

engagement by the Company for any reason, he or she shall forthwith deliver or cause to be

delivered up to the Company any and all Company property including computers, Blackberries,

software, notebooks, keys, data and other documents and materials in his or her possession or under

his or her control relating to any Confidential Infbrrnation or any discovery which is otherwise the

property of the Company.

8.

In the event of any dispute or difference pertaining to this Agreement, the parties

.agree that any such dispute or difference between them shall be settled first by a meeting of the

parties attempting to confer and resolve the dispute in a good faith manner. If the parties cannot

come to an agreement, the undersigned acknowledges that it would be very difficult or impossible

to measure any monetary damages resulting from the breach of this Agreement. Undersigned

fiarther acknowledges that the restrictions herein are reasonable, are reasonably necessary for the

protection of the business and good will of the Company, and by virtue of the circumstances of the

Company's business, a violation by Employee of any such covenant will cause irreparable damage

to the Company. Therethre, undersigned agrees that any breach or threatened breach by him or her

of any provision of this Agreement shall entitle the Company to apply to any court of competent

jurisdiction for a temporary and permanent injunction or any other appropriate decree of specific

performance, without any bond or security being required and without proof of actual damages, in

order to enjoin such breach or threatened breach. The parties agree that any monetary damages

awarded as a result of a breaCh of this Agreement shall specifically exclude punitive damages. The

parties understand and intend that each provision and restriction agreed to by the undersigned in

this Agreement shall be construed as separable and divisible from every other provision and

restriction and that the unenforceability of any one provision or restriction shall not limit the

enforceability, in whole or in part, of any other provision or restriction and that one or more of all of

such provisions or restrictions ma y be enforced in w hole or in part as the circumstances wa rrant.

9. Miscellaneous Provisions.

a)

he provision.s of this Agreement shall inure to the benefit of and be binding

upon the parties hereto and their legal representatives and successors and assigns, provided,

however, that this Agreement is personal in nature and the Employee or independent sales person

shall not assign or transfer this Agreement or any rights or obligations hereunder to any other

person or entity

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Signed at Coral G b

Present Employee Job Tit

, this 1st day ofJune, 2011.

)ciate for Development and Investments

Signature of Employee:

*******************

Accepted this 1st day ofJune, 2011.

Signature of Company Representative:

b)

This Agreement shall be governed by and construed and enforced in

accordance with the laws of the State of Florida. Any suits or actions instituted by any party hereto

in connection with this Agreement or the transactions contemplated hereby shall be instituted and

maintained in the Circuit Court of Miami-Dade County, Florida.

c)

The invalidity of any portion of this Agreement shall not affect the

enforceability of the remaining portions of this Agreement or any part thereof, all of which are

inserted conditionally on their being valid in law; and in the event that any portion or portions

contained herein shall be invalid, this instrument shall be construed as if such invalid portion or

portions had not been inserted.

d)

Failure to insist upon strict compliance with any of the terms, covenants or

conditions hereof shall not be deemed a waiver or relinquishment of any such terms, covenants or

conditions, nor shall any waiver or relinquishment of any right or power hereunder at any one time

or more times be deemed a waiver or relinquishment of such rights or power at any other time or

times.

e)

In the event that any of the parties to this Agreement institute suit against

any other party to this Agreement to enforce any of their rights hereunder, the prevailing party in

such action shall be entitled to recover from the other party all reasonable costs thereof, including

reasonable attorneys fees.

O

his Agreement contains the entire aD

eement between Company and

Employee with respect to the subject matter hereof and shall supersede all prior written and oral

Agreements and understandings with respect to the subject matter.

It is agreed that no modifications of this Agreement shall be binding upon either party unless

approved in w riting by b oth parties.

I HAVE READ THIS ENTIRE AGREEMENT AND FULIX UNDERSTAND THE

LIMITATIONS WHICH IT IMPOSES UPON ME.

non-disclosure-non-solicitation agreement nda signed by plaintiff on june 1, 2011

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