CONFIDENTIALITY P2W 2
AND NON-SOLICITATION AGREEMENT
This Confidentiality, Non-Competition, and Non-Solicitation Agreement (“Agreement”) is made between and Pain 2 Wellness Center, LLC, a Georgia Corporation, (“Company”), along with its subsidiaries, parents, joint ventures, affiliated entities, and includes its successors and assigns or any such related entities (the “Company”). In consideration defined in Section 1 below, both parties agree as follows:
(1) “Business of the Company” means the highly competitive business of developing relationships, marketing, educating, providing, and/or selling healthcare services and well-being.
(2) “Competitive Business(es)” include any firm, partnership, joint venture, corporation and/or any other entity and/or person, clinic, office, or products and/or any licensee of such entity, that develops, manufactures, markets, distributes, and/or sells any of the products described in Section 2.a.(1).
(3) Your “Job Duties” are those duties described in Exhibit "A", attached hereto, as well as those duties as may from time-to-time reasonably be prescribed by the Company during the period of your employment with the Company.
(4) “Customers” means any firm, partnership, corporation and/or any other entity and/or person that purchased or purchases from the Company any of the products described in Section 2.a.(1).
(5) “Customer Prospects” means any firm, partnership, corporation and/or any other entity and/or person reasonably expected by the Company to purchase from the Company any of the products described in Section 2.a.(1).
(6) “Vendors” means any individual and/or entity that provide goods and services to the Company.
(7) “Material Contact” means personal contact or the supervision of the efforts of those who have direct personal contact with Customers, Customer Prospects, or Vendors in an effort to initiate or further a business relationship between the Company and such Customers, Customer Prospects, or Vendors.
(8) “Confidential Information” means information about the Company and its Customers, Customer Prospects, and/or Vendors that is not generally known outside of the Company, which you will learn of in connection with your experience with the Company. Confidential Information may include, without limitation: (1) the terms of this Agreement, except as necessary to inform a subsequent office of the restrictive covenants contained herein and/or your attorney, spouse, or professional tax advisor only on the condition that any subsequent disclosure by any such person shall be considered a disclosure by you and a violation of this Agreement; (2) the Company’s business policies, finances, and business plans; (3) the Company’s financial projections, including but not limited to, annual sales forecasts and targets and any computation(s) of the market share of Customers and/or Customer Prospects; (4) sales information relating to the Company’s product roll-outs; (5) customized software, marketing tools, and/or supplies that you will be provided access to by the Company and/or will create; (6) the identity of the Company’s Customers, Customer Prospects, and/or Vendors (including names, addresses, and telephone numbers of Customers, Customer Prospects, and/or Vendors); (7) any list(s) of the Company’s Customers, Customer Prospects, and/or Vendors; (8) the account terms and pricing upon which the Company obtains products and services from its Vendors; (9) the account terms and pricing of sales contracts between the Company and its Customers; (10) the proposed account terms and pricing of sales contracts between the Company and its Customer Prospects; (11) the names and addresses of the Company’s interns and other business contacts of the Company; and (12) the techniques, methods, billing methods, treatment protocols, and strategies by which the Company develops, manufactures, markets, distributes, and/or sells any of the products or services described in Section 2.a.(1).
(9) “Territory” means the area defined in Exhibit "A".
(10) “Trade Secrets” means Confidential Information which meets the additional requirements of the Georgia Trade Secrets Act (“GTSA”), O.C.G.A. §§ 10-1-760 to 767, and/or under any other applicable law.
(11) “Proprietary Rights” means any and all inventions, discoveries, developments, methods, processes, compositions, works, supplier and customer lists (including information relating to the generation and updating thereof), concepts, and ideas (whether or not patentable or copyrightable) conceived, made, developed, created, or reduced to practice by you (whether at the request or suggestion of the Company or otherwise, whether alone or in conjunction with others, and whether during regular hours of work or otherwise) during your peak experience, which may be directly or indirectly useful in, or related to, the Business of the Company or any business or products contemplated by the Company while you are an employee, officer, or director of the Company.
Your initials to acknowledge agreement to Governing Law and Remedies provision in Section 4.
You acknowledge that you have carefully read and understand the provisions of this Agreement, and understand that you have the right to seek independent advice at your expense or to propose modifications prior to signing the Agreement and have negotiated proposed modifications to the extent you deemed necessary. Nothing contained in this Agreement creates a contractual right to a continued employment for a definite term. You represent and warrant that you have entered into this Agreement voluntarily and after consulting with whomsoever you wished.
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Pain 2 Wellness Center, LLC
Winston Kyle Carhee, Jr., D.C.
5-Mile Radius - Cascade
5-Mile Radius - Fayetteville
Georgia Arbitration Code
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Signed by Winston Carhee
Signed On: October 12, 2022
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Document Name: CONFIDENTIALITY P2W 2
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