Confidentiality and Non-Solicitation Agreement
This Agreement ("the Agreement") is made between you the user and Christina Fallah Designs Limited with registered office address at 64 New Cavendish Street, London, W1G 8TB ("the Company").
The purpose of this Agreement is to establish the obligations of the Party in the event he/she comes into contact with information either relating to the Company, its affiliates, any associated company, or the Company's clients which he/she knows, or ought to know is confidential. The terms of this Agreement are in addition to any implied duty or any express confidentiality provisions of any employment contract or contract for services that may exist between the parties. This Agreement shall survive the termination of any employment contract or contract for services for a period of 5 years from the date of termination so long as the information remains confidential.
The information (relating only to a business opportunity of potential interest to the Party in its business capacity) that the parties agree is necessary of protection includes, but is not limited to, analyses and studies, contracts and agreements, customer lists and orders, data, designs, documents, drawings, marketing strategies, operating procedures, presentations and discussions, products, projects, trade secrets, technical information, sketches, sources of supply and so forth (“Confidential Information”).
The Party hereby recognises and agrees that all Confidential Information that is disclosed to the Party by any agent or employee of the Company, its affiliates, any associated company, or the Company's clients is to be treated as confidential. The Party further agrees that:
1. The Confidential Information shall be deemed confidential whether or not marked as confidential
2. The Confidential Information be limited in use on a strictly “need to know basis” only
3. The Confidential Information will only be used in connection with the performance of the Party's duties to the Company or associated company
4. He/she will comply immediately with any request by the Company for the return of any Confidential Information and copies; and
5. The Confidential Information and all rights to it shall be considered the exclusive property of the Company whether or not developed by the Party and shall be returned to the Company along with any copies thereof or destroyed upon the termination of the Party's engagement by the Company
The Party hereby agrees that he/she will not directly or indirectly, without the prior written consent of the Company, disclose to any company, person, firm, corporation or association, any Confidential Information
Notwithstanding the above, the Party shall not be under any obligation under this Agreement, or the obligation will cease as appropriate, if:
a. The Confidential Information is or becomes within the public domain through no breach of the Agreement; or,
b. The Party is required to disclose the Confidential Information by order of a court in which case the Party will give notice to the Company of such disclosure; or,
c. The Confidential Information is lawfully disclosed, on a non-confidential basis, to the Party by a third party which is not prohibited from disclosing such information; or
d. The Confidential Information is independently developed by the Party provided it can be shown that such development was carried out by persons without access to the Confidential Information.
Furthermore, the Party agrees that upon the termination of his/her engagement for services and/or employment at the Company or any associated company (for any reason whatsoever) for the period of one year he/she shall not directly or indirectly induce or attempt to induce or encourage, directly or indirectly, any employee, officer or director of the Company or associated Company to leave the employment of such company.
The Party acknowledges that any breach of this Agreement by him/her would entail irreparable injury to the Company or any associated company and the Company's competitive position, and, in addition to the Company's other remedies, the Party agrees that under that circumstance the Company would be entitled, as a matter of right, to any injunction issued by any court of competent jurisdiction restraining any such breach the Party and/or those with whom the Party is acting in concert, and to any other equitable relief to prevent any such actual, intended or likely breach.
The parties hereto agree that the restrictions in each paragraph above shall be enforceable independently of each of the others and its validity will not be affected if any of the others is invalid. If, however, any of those restrictions is void but would be valid if some part of the restriction were deleted the restriction in question will apply with such modification as may be necessary to make it valid.
The Party acknowledges that the provisions of this Agreement are no more extensive than is reasonable to protect the Company and/or its associated companies.
This Agreement has been entered into on the date stated at the beginning of it.