Fill and Sign the Confidentiality Agreement with Form

Confidentiality and Noncompetition Agreement with Mechanic Agreement made on the _________________ (date) , between ____________________________ (Name of Contractor) of _____________________ ____________________________________________________ (street address, city, state, zip code) , referred to herein as Contractor , and ________________________ (Name of Owner) , a corporation organized and existing under the laws of the state of __________________, with its principal office located at ________________________ _________________________________________________ (street address, city, state, zip code) , referred to herein as Owner . Whereas, Owner has contracted with Contractor to perform services as a mechanic in Owner’s business located at the address set forth above; and Whereas, as a consequence of this contract, Contractor will have access to information not generally known to the general public or in the industry in which Owner is or may become engaged about Owner's products, processes, customers, services, suppliers, pricing policies, and related matters; and Whereas, Owner may provide training to Contractor in relation to the areas mentioned above; and Whereas, it is the desire of the Owner and Contractor that all such training and information be and remain confidential. Now, therefore, for and in consideration of the mutual covenants contained in this Agreement, and other good and valuable consideration, the receipt and sufficiency of which is hereby acknowledged, the parties agree as follows: 1. Confidentiality A. Nondisclosure. Contractor shall not, during or after the term of this Agreement, directly or indirectly, use, disseminate, or disclose to any person, firm, or other business entity for any purpose whatsoever, any information not generally known in the industry in which Owner is or may be engaged which was disclosed to Contractor or known by Contractor as a consequence of or through this contract with Owner. This includes information regarding Owner's products, processes, customers, services, suppliers, and related matters, and also includes information relating to research, development, inventions, manufacture, purchasing, accounting, engineering, marketing, merchandising, and selling. B. Confidential Relationship. Contractor shall hold in a fiduciary capacity for the benefit of Owner all information described in Paragraph A above, along with any and all inventions, discoveries, concepts, ideas, improvements or know- how, discovered or developed by Contractor, solely or jointly with other contractors, during the term of this Agreement, which may be directly or indirectly useful in or related to the business of Owner or its affiliates, or may be within the scope of his or their work 2. Scope of Relationship Contractor is an independent contractor and is not an employee, servant, partner or joint venturer of Owner. Owner shall determine the services to be provided by Contractor , but Contractor shall determine the legal means by which it accomplishes the services in accordance with this Contract. Owner is not responsible for withholding, and shall not withhold or deduct from the commissions FICA or taxes of any kind, unless such withholding becomes legally required. Contractor is not entitled to receive the benefits which employees of Owner and is not entitled to receive and shall not be entitled to workers compensation, unemployment compensation, medical insurance, life insurance, paid vacations, paid holidays, pension, profit sharing, or Social Security on account of his services to Owner. It is further understood that Contractor is free to contract for similar services to be performed for other (type of entity) ______________ or organizations while under Contract with Owner. 3. Noncompetition A. Solicitation of Employees. Contractor agrees that during the term of Agreement and for ______ (number) years after the termination of this Agreement, Contractor will not induce or attempt to induce any person who is an employee of Owner to leave the employ of Owner and engage in any business which competes with Owner. B. Solicitation of Customers. Contractor agrees that during the term of Agreement and for ______ (number) years after the termination of this Agreement, Contractor will not induce or attempt to induce any person who a customer of Owner to contract for mechanic work with Contractor. 4. Breach of Agreement A. Remedies. Contractor agrees that violating of this Agreement at any time, including during litigation, will produce severe damage and injury to Owner. In the event of the breach of, or threatened breach by Contractor of Sections 1 or 3 of this Agreement, the Owner shall be entitled to seek injunctive relief, both preliminary and permanent, enjoining and restraining such breach or threatened breach. Such remedies shall be in addition to all other remedies available to the Owner in law or in equity, including but not limited to the Owner's right to recover from the Contractor any and all damages that may be sustained as a result of the Contractor's breach. B. Agreement Survives Termination. All rights of the parties pursuant to this Agreement shall survive any termination. 5. Severability The invalidity of any portion of this Agreement will not and shall not be deemed to affect the validity of any other provision. If any provision of this Agreement is held to be invalid, the parties agree that the remaining provisions shall be deemed to be in full force and effect as if they had been executed by both parties subsequent to the expungement of the invalid provision. 6. No Waiver The failure of either party to this Agreement to insist upon the performance of any of the terms and conditions of this Agreement, or the waiver of any breach of any of the terms and conditions of this Agreement, shall not be construed as subsequently waiving any such terms and conditions, but the same shall continue and remain in full force and effect as if no such forbearance or waiver had occurred. 7. Governing Law This Agreement shall be governed by, construed, and enforced in accordance with the laws of the State of _____________. 8. Notices Any notice provided for or concerning this Agreement shall be in writing and shall be deemed sufficiently given when sent by certified or registered mail if sent to the respective address of each party as set forth at the beginning of this Agreement. 9. Attorney’s Fees In the event that any lawsuit is filed in relation to this Agreement, the unsuccessful party in the action shall pay to the successful party, in addition to all the sums that either party may be called on to pay, a reasonable sum for the successful party's attorney fees. 10. Mandatory Arbitration Any dispute under this Agreement shall be required to be resolved by binding arbitration of the parties hereto. If the parties cannot agree on an arbitrator, each party shall select one arbitrator and both arbitrators shall then select a third. The third arbitrator so selected shall arbitrate said dispute. The arbitration shall be governed by the rules of the American Arbitration Association then in force and effect. 11. Entire Agreement This Agreement shall constitute the entire agreement between the parties and any prior understanding or representation of any kind preceding the date of this Agreement shall not be binding upon either party except to the extent incorporated in this Agreement. 12. Modification of Agreement Any modification of this Agreement or additional obligation assumed by either party in connection with this Agreement shall be binding only if placed in writing and signed by each party or an authorized representative of each party. 13. Assignment of Rights The rights of each party under this Agreement are personal to that party and may not be assigned or transferred to any other person, firm, corporation, or other entity without the prior, express, and written consent of the other party. 14. Counterparts This Agreement may be executed in any number of counterparts, each of which shall be deemed to be an original, but all of which together shall constitute but one and the same instrument. 15. In this Agreement, any reference to a party includes that party's heirs, executors, administrators, successors and assigns, singular includes plural and masculine includes feminine. WITNESS our signatures as of the day and date first above stated. _________________________ (Name of Employer) ________________________ By: _________________________ (P rinted name) __________________________ ________________________ (P rinted name & Office in Corporation) (Signature of Employee) __________________________ (Signature of Officer)