Legal Prohibition Acknowledgement Form

LEGAL PROHIBITION ACKNOWLEDGEMENT FORM

This Legal Prohibition Acknowledgement Form is entered into by and between Organization Name: and Individual Name: , effective as of .

Recitals

WHEREAS, the Organization provides products, services, confidential information, and access to proprietary systems and authorizes certain activities by the Individual in support of Organization operations; and

WHEREAS, the Organization must preserve its legitimate business interests, protect confidential information, avoid conflicts of interest, and comply with applicable legal and regulatory prohibitions; and

WHEREAS, the Individual acknowledges that certain actions are expressly prohibited and that acknowledgement of such prohibitions is a condition of continued engagement with the Organization;

NOW THEREFORE, in consideration of the mutual promises set forth herein, the parties agree as follows:

1. Definitions

For purposes of this Agreement, the following definitions apply: "Confidential Information" means all non-public business, technical, financial, customer and personnel information of the Organization, whether in written, electronic, oral, or other form; and "Prohibited Activities" means the activities described in Section 2 below.

2. Prohibited Activities

The Individual expressly acknowledges and agrees that the following activities are prohibited unless prior written authorization is obtained from the Organization in accordance with Section 4:

Solicitation of Organization clients, customers, or employees for competing services or products.

Unauthorized use, disclosure, reproduction, or removal of Confidential Information from Organization premises, systems, or records.

Accessing, copying, altering, or destroying Organization data, systems, or physical property not required for performance of authorized duties.

Engaging in any transaction or relationship that creates an actual or apparent conflict of interest with the Organization's interests.

3. Acknowledgement and Certification

The Individual certifies that they have received, read, and understand the Organization's current policies and procedural requirements related to the Prohibited Activities set forth in Section 2 and that they will not engage in such activities. The Individual further certifies that they understand that a breach of these prohibitions may result in disciplinary action, up to and including termination of engagement, injunctive relief, and monetary damages.

Individual Title/Role:

4. Exceptions and Approvals

Any exception to a Prohibited Activity must be requested in writing and approved in writing by an authorized representative of the Organization. Requests must identify the specific prohibition, the business justification, the duration requested, and any proposed mitigations.

5. Reporting Obligations

The Individual must promptly report any suspected violation of this Agreement, including any request for prohibited conduct, to the Organization's designated contact. Reports must be made in writing and include sufficient detail to permit investigation.

6. Remedies and Enforcement

Violations of this Agreement shall entitle the Organization to pursue all available remedies at law and in equity, including injunctive relief to prevent continuing breaches, recovery of actual damages and costs (including reasonable attorneys' fees), and any contractual remedies set forth in the Organization's policies. The Individual acknowledges that monetary damages may be an inadequate remedy for certain breaches and consents to equitable relief in such circumstances.

7. No Admission; No Waiver

Neither party's performance under this Agreement shall be construed as an admission of liability or wrongdoing. Failure by either party to enforce any provision of this Agreement shall not constitute a waiver of that provision or any other rights.

8. Notices

All notices under this Agreement must be in writing and delivered by personal delivery, certified mail (return receipt requested), or other delivery service that provides evidence of receipt to the addresses set forth below.

9. Amendments

This Agreement may be amended only by a written instrument signed by both parties. Any attempted oral modification shall be void and of no effect.

10. Governing Law; Venue

This Agreement shall be governed by and construed in accordance with the substantive laws of the state or jurisdiction specified below without regard to conflict of law principles. The parties consent to the exclusive jurisdiction and venue of the state and federal courts located in that jurisdiction for resolution of disputes.

Governing Law Jurisdiction:

11. Entire Agreement; Severability

This Agreement constitutes the entire agreement between the parties with respect to the subject matter hereof and supersedes all prior and contemporaneous agreements and understandings. If any provision of this Agreement is determined to be invalid or unenforceable, the remaining provisions shall remain in full force and effect.

12. Counterparts

This Agreement may be executed in counterparts, each of which shall be deemed an original, and all of which together shall constitute one and the same instrument. Facsimile or electronic signatures shall be treated as originals for all purposes.

Acknowledgements

By signing below, the Individual acknowledges that they have had a reasonable opportunity to ask questions and obtain clarification about the Prohibited Activities and that they understand the consequences of violating this Agreement.

I have read and understand this Legal Prohibition Acknowledgement Form.

I consent to enforcement of the prohibitions and remedies described herein.

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