Our carriers require that we have you sign a non-disclosure agreement to before we disclose how much we will pay you.  This is due to our commission rates being so high.  Please complete the following form to accept our Non-Disclosure Agreement (NDA).  Upon pressing the submit button you will be taken directly to our Commission Rate Page.

Technology Partner Non-Disclosure Agreement (NDA)

I accept the NDA:

This Confidentiality and Non-Disclosure Agreement (“Agreement”) is entered into and effective on the date listed on the NDA email response to Agent (“Effective Date”) by and between Outreach Technologies, LLC, a Florida limited liability company (“Principal”) and  (“Agent”) as a condition of forming the Principal and Agent relationship between the parties.

Recitals

Whereas, Principal and Agent are simultaneously entering into an agency agreement for the purposes of selling Principal’s Products;

Whereas, during the Term of the agency relationship and for a period of time thereafter, Agent will learn and otherwise become aware of certain proprietary information related to the Principal and the Principal’s business;

Whereas, Agent as an independent contractor will be selling other products independently of its relationship with Principal;

Whereas, Principal is unwilling to enter into an Agency agreement with the Agent unless the Agent enters into this Agreement with the Principal;

NOW, THEREFORE, in consideration of the foregoing and the mutual covenants and agreements hereinafter set forth and in the Agency Agreement, and for other good and valuable consideration, the sufficiency and receipt of which are hereby acknowledged, the parties hereto agree as follows:

1.        Recitals. The foregoing recitals are true and correct and incorporated into this Agreement by reference.

2.        Definitions.  Any capitalized terms in this Agreement not defined herein shall have the same meaning as those terms are defined in the Agency Agreement. For the purposes of this Agreement the following terms are defined as follows:

2.1               “Affiliate” means, with respect to any Person, any other Person directly or indirectly controlling, controlled by or under common control with, the first Person.

2.2              “Business” means the sale of the Products listed in the Agency Agreement between Principal and Agent.

2.3              “Competitor” means any Person that directly or indirectly provides products or services included in, or otherwise operates in, the Business in the United States.

2.4              “Confidential Information” means all valuable and confidential trade secret materials and information with respect to the Principal, including, without limitation, the following:  (a) any and all data, information, materials, systems, processes, procedures or intellectual property owned or used by the Principal that is competitively sensitive and not generally known to the public, including, but not limited to, information relating to employees, customers, clients, vendors or suppliers; information provided by any of the Principal’s employees, customers, vendors or suppliers; customer lists; any and all financial statements, budgets, projections and related data; information, processes, procedures or systems relating to research and development, engineering, legal matters, human resources, sourcing, operations, purchasing and manufacturing; business, marketing, advertising and sales plans or estimates; internal performance results; information relating to possible partnerships, joint ventures or acquisitions of a party; contracts; and business records, corporate books and other Principal-related records; (b) any creative, scientific or technical information, drawing, design, diagram, process, plan, method, or formula; and (c) all confidential or proprietary concepts (oral or written), documentation, reports, data, specifications, computer hardware or software, source code, object code, flow charts, databases, inventions, trade secrets, which pertain to the Principal regardless of form and whether or not patented or patentable, copyrighted or able to be copyrighted or registered as a trademark or registrable as a trademark and all modifications, derivative works, enhancements and versions thereof.  Confidential Information shall not include any information that (i) is or becomes generally available to the public other than as a result of an unauthorized disclosure, (ii) is shown to have been independently developed and disclosed by others without violating this Agreement or the legal rights of any party, or (iii) otherwise enters the public domain through lawful means.

2.5              “Person” means any individual or entity, and for this purpose, “entity” means, without limitation, any corporation, unincorporated association or business, limited liability company, business trust, real estate investment trust, common law trust, or other trust, general partnership, limited liability partnership, limited partnership, limited liability limited partnership, joint venture, or two or more persons having a joint or common economic interest, any state, local, federal, or foreign government, governmental subdivision, agency, or instrumentality, or any other domestic or foreign entity that is formed pursuant to the provisions of applicable law.

2.6               “Term” means the period commencing on the Effective Date and ending on the fourth (4th) anniversary thereof.

3.           Confidentiality. Agent agrees to keep confidential, except as the Principal may otherwise consent in writing, and not to disclose, or make any use of except for the benefit of the Principal, at any time either during or subsequent to my employment, any trade secrets, confidential information, knowledge, data or other information of the Principal relating to products, processes, know-how, designs, formulas, test data, customer lists, business plans, marketing plans and strategies, and pricing strategies or other subject matter pertaining to any business of the Principal or any of its clients, customers, consultants, licensees or affiliates, which Agent may produce, obtain or otherwise acquire during the course of my employment, except as herein provided. Agent further agrees not to deliver, reproduce or in any way allow any such trade secrets, confidential information, knowledge, data or other information, or any documentation relating thereto, to be delivered or used by any third parties without specific direction or consent of a duly authorized representative of the principal. Agent’s duty hereunder to maintain trade secrets, confidential information, knowledge and data in confidence shall only be relieved by written consent from Principal, or by and only to the extent that any such trade secret, confidential information, knowledge and data shall become known in the industry through no direct or indirect fault of Agent.

4.          Trade Secrets of Others Agent represents and warrants that Agent’s performance of all the terms of this Agreement and the Agency Agreement as an Agent of the Principal does not and will not breach any agreement to keep in confidence or in trust prior to Agency Agreement with Principal, and Agent will not disclose to the Principal, or induce the Principal to use, any confidential or proprietary information or material belonging to any previous employer, principal of Agent or others. Agent agrees not to enter into any agreement either written or oral in conflict herewith.

5.          Non-Solicitation.  During the Term, Agent shall not, nor shall Agent knowingly permit any Affiliates over whom Agent has any control or over whom Agent has any common control and their respective employees, consultants, representatives and agents to, directly or indirectly:  (a) employ (or retain as an independent contractor) or seek to employ (or retain as an independent contractor) (whether for him, her or itself or for any other Person) any Person that is or was at any time during the six (6) month period that precedes such employment (or retention) or solicitation of employment (or retention) an employee or independent contractor of the Principal who voluntarily terminated such Person’s employment or independent contractor relationship with the Principal or otherwise solicit any such Person to terminate his, her or its business relationship with the Principal, or (b) induce or attempt to induce (whether for Agent or for any other Person) any customer or vendor of the Principal to (i) curtail, cancel or not commence any business it transacts or may transact with the Principal or (ii) in the case of a customer, purchase any services or products from a Competitor, or, in the case of a vendor, sell products or provide services to any Competitor. For purposes of clause (a) of this Section 5, solicitation shall not include solicitation of employees (i) who first solicit employment from Agent or agent’s Affiliates, or (ii) who are solicited (A) by advertising in periodicals of general circulation, or (B) by an employee search firm on behalf of Agent or Agent’s Affiliates, so long as Agent did not direct or encourage such firm to solicit such employee.

6.          Non-Disparagement and Cooperation.  Agent shall not make any false statements about the Principal, principal’s business or any of the Principal’s owners, officers, or employees. Moreover, Agent further agrees to continue to cooperate with Principal and its representatives in all pending and future claims and litigation against the Principal for which Agent may have information and knowledge.

7.          Remedies.

7.1              The parties agree that Principal will suffer irreparable damage if Agent fails to perform Agent’s obligations under this Agreement, and for that reason Principal is entitled to seek and obtain injunctive relief or specific performance of Agent’s obligations under this Agreement through a suit in equity.  Agent agrees that, in addition to any other rights or remedies that Principal may have at law or in equity, upon a finding of a breach by Agent of this Agreement by a court of competent jurisdiction temporary and/or permanent injunctive relief may be granted without the necessity of proof of actual damage. Agent shall not have the right to assert as a claim or defense in any action or proceeding to enforce any provision hereof that Agent has or had an adequate remedy at law.  In the event of a finding of breach or violation by a court of competent jurisdiction by Agent of Non-Competition or Non-solicitation provisions of this Agreement, the Term shall be tolled until such breach or violation has been cured.

7.2              No action seeking specific performance or monetary damages may be commenced against Agent (or Agent’s Affiliates) for any alleged violation or breach of this Agreement without providing Agent with written notice of Principal’s discovery of the alleged violation and a twenty (20) day period to Cure (as hereinafter defined) the alleged violation. For purposes of this Section 7, the term “Cure” shall mean only that, within such twenty (20) day period (the “Cure Period”), Agent and Agent’s Affiliates cease and desist the conduct that is alleged to be in violation of this Agreement (and do not later recommence such conduct) and provide Principal with a written assurance (a “Cure Notice”), executed by Agent, that Agent and Agent’s Affiliates have ceased such conduct. In the event Agent provides Principal with a Cure Notice within the Cure Period, but Principal believes that the conduct described in its written notice to Agent has not ceased within the Cure Period or that it ceased, but is later recommenced, the requirements of this Section 7.2 shall be deemed satisfied with respect to the initial alleged violation or breach of this Agreement and shall not apply with respect to such subsequent alleged violation or breach of this Agreement.

7.3              In addition to the rights provided to Principal in Section 7.2 to obtain equitable relief, Principal’s right to seek and obtain monetary damages shall be governed by the following:

7.3.1        If Agent and Agent’s Affiliates Cure the alleged violation within the Cure Period, and nevertheless Principal commences an action against Agent for monetary damages, principal shall be entitled to a recover its actual damages.

7.3.2        If Agent and Agent’s Affiliates do not Cure the alleged violation within the Cure Period, then the parties agree that if a court determines that Agent has breached Agent’s obligations under this Agreement, due to the impossibility of the parties being able to measure in money the irreparable damage to Principal resulting from the Breach, Principal shall be entitled, as liquidated damages, to such sums as the court of competent jurisdiction may grant.

8.          Miscellaneous.

8.1              Notices.  All notices, demands or other communications hereunder shall be in writing and shall be deemed to have been duly given if delivered (i) in person, (ii) by United States mail, certified with return receipt requested, (iii) by facsimile transmission (with confirmation of successful transmission) or (iv) by nationally recognized overnight courier services at the address or facsimile number specified below:

If to Agent:  email address specified in the on line form

If to Principal:  Contract_Management@OutreachTechnology.net

or to such other address as the person to whom notice is given may have previously furnished to the other in writing in the manner set forth above.

8.2              Governing Laws; Attorneys’ Fees. This Agreement shall be governed by

and construed and enforced in accordance with the laws of the State of Florida. The parties agree that any legal action or proceeding with respect to this Agreement may be initiated only in the US District Court for the Middle District of Florida or the Circuit Court in and for Collier County, Florida. By execution and delivery of this Agreement, the parties submit to and accept with regard to any such action or proceeding the exclusive jurisdiction of such courts. If any legal action or proceeding is initiated, the prevailing party shall be entitled to all attorney fees, court costs, and expenses in addition to any other relief to which such prevailing party may be entitled

8.3              Severability.  If any provision of this Agreement is unlawful, against public policy or otherwise declared void, such provision shall not be deemed part of this Agreement, which otherwise shall remain in full force and effect.  If, at the time of enforcement of this Agreement, a court of competent jurisdiction holds that the duration, scope or area restriction stated herein is unreasonable under the circumstances then existing, the parties agree that the court should enforce the restrictions to the extent it deems reasonable.

8.4              Expenses. In the event that either party to this Agreement institutes any legal action to enforce his, her or its rights under this Agreement, the prevailing party shall be entitled to recover from the other party any actual expenses for attorneys’ fees and disbursements reasonably incurred by such prevailing party.

8.5              Assignment.  This Agreement is binding upon and shall inure to the benefit of the parties hereto and their respective successors, heirs and assigns.  Agent shall not assign or transfer any of Agent’s rights or obligations hereunder. Principal shall have the right to assign or transfer any rights or obligations hereunder without the consent of Agent only to (i) a successor entity in the event of a merger, consolidation, or transfer or sale of all or substantially all the operating assets of Principal, its telecom business; or (ii) an Affiliate of Principal.  Any purported assignment, other than as provided above, shall be null and void.

8.6              No Strict Construction.  The parties hereto have participated jointly in the negotiation and drafting of this Agreement and the other agreements and documents contemplated herein.  In the event an ambiguity or question of intent or interpretation arises under any provision of this Agreement or any other agreement or documents contemplated herein, this Agreement and such other agreements or documents shall be construed as if drafted jointly by the parties, and no presumption or burden of proof shall arise favoring or disfavoring any party by virtue of authoring any of the provisions of this Agreement or any other agreements or documents contemplated herein.

8.7              Entire Agreement; Waiver. This Agreement constitutes the entire agreement and understanding of the parties with respect to the subject matter hereof and supersedes and terminates all other prior commitments, arrangements or understandings, both oral and written, between the parties with respect thereto. This Agreement may not be modified or amended except by an instrument in writing executed by each of the parties. None of the provisions of this Agreement shall be deemed to have been waived by any act or acquiescence on the part of either party, their Agents or employees, but may be waived only by an instrument in writing signed by an officer of the waiving party. No waiver of any provision of this Agreement on one occasion shall constitute a waiver of any other provision or of the same provision on another occasion. The parties acknowledge and agree that any terms and conditions of any purchase order, sales acknowledgement or other document submitted to the other by either party which conflict with the terms and conditions of this Agreement shall be of no force or effect, and the terms and conditions hereof control and supersede such conflicting documents and any course of conduct or usage of the trade inconsistent with any of the terms and conditions hereof.

IN WITNESS WHEREOF, the parties have entered into this Agreement as of the Effective Date as indicated by the response email sent to Agent by Principle as a result of Agent submitting this approved Agreement.