Confidentiality, Intellectual Property, Non-Disparagement, and Non-Disclosure Agreement


Carolina Pintos Therapy, PLLC
11777 Katy Freeway Suite 260 South,
Houston, TX 77079

This Confidentiality and Intellectual Property Assignment Agreement (the “Agreement”) is entered into by and between Carolina Pintos Therapy, PLLC, on behalf of itself, its current, past, and future subsidiaries and other corporate affiliates, and its successors and assigns (the “Company”), and You, Carolina Villegas (the “Employee” or "Contractor"), as of the date this Agreement is executed by You (the “Effective Date”).

In consideration of and as a condition of Your employment with the Company, whether as an officer, director, employee, contractor, consultant, or otherwise (“Services”) with the Company, and other good and valuable consideration, the receipt and sufficiency of which is hereby acknowledged, You hereby agree as follows:

1. Confidential Information:

1.1. Definition. You agree that all information, whetfher or not in writing, concerning the Company’s business, technology, business relationships, or financial affairs which the Company has not released to the general public (collectively, “Confidential Information”) is and will be the exclusive property of the Company. Confidential Information also includes information received in confidence by the Company from its customers or suppliers or other third parties. Confidential Information may include, without limitation, information on finance, structure, business plans, doctor contacts, employee performance, staffing, compensation of others, research and development, operations, manufacturing and marketing, strategies, customers, files, keys, certificates, passwords, and other computer information, as well as information that the Company receives from others under an obligation of confidentiality.

1.2. Disclosure and Use Restrictions. You agree and covenant to treat all Confidential Information as strictly confidential. You will not, at any time, without the Company’s prior written permission, either during or after Your Services, directly or indirectly disclose, publish, communicate, or make available Confidential Information, or allow it to be disclosed, published, communicated, or made available, in whole or part, to any entity or person whatsoever not having a need to know and authority to know and use the Confidential Information in connection with the business of the Employer and, in any event, not to anyone outside of the direct employ of the Employer, or use or permit any Confidential Information to be used for any purpose other than the performance of Your duties as a service provider of the Company. You will cooperate with the Company and use Your best efforts to prevent the unauthorized disclosure of all Confidential Information. You will deliver to the Company all copies of Confidential Information in Your possession or control upon the earlier of a request by the Company or termination of Your Services.

1.3. Permitted Disclosures. Nothing in this Agreement shall be construed to prevent disclosure of Confidential Information as may be required by applicable law or regulation, or pursuant to the valid order of a court of competent jurisdiction or an authorized government agency, provided that the disclosure does not exceed the extent of disclosure required by such law, regulation, or order.

2. Developments:

2.1. Disclosure of Developments: You will make full and prompt disclosure to the Company of all inventions, discoveries, designs, developments, methods, modifications, improvements, processes, algorithms, mask works, databases, computer programs, formulae, techniques, trade secrets, graphics or images, and audio or visual works and other works of authorship (collectively “Developments”), whether or not patentable or copyrightable, that are created, made, conceived or reduced to practice by You (alone or jointly with others) or under Your direction during the period of Your Services upon Company request, provided, however, that if You are classified by the Company as a consultant, You will be obligated to only make full and prompt disclosure of Company-Related Developments (as defined below) and related Intellectual Property Rights therein (as defined below).

2.2. Assignment of Developments: You acknowledge that all work performed by You is on a “work for hire” basis, and You hereby do assign and transfer and, to the extent any such assignment cannot be made at present, will assign and transfer, to the Company and its successors and assigns all Your right, title and interest in all Developments that (a) relate to the business of the Company or any customer of or supplier to the Company or any of the products or services being researched, developed, manufactured or sold by the Company or which may be used with such products or services; or (b) result from tasks assigned to You by the Company; or (c) result from the use of premises or personal property (whether tangible or intangible) owned, leased or contracted for by the Company (collectively, “Company-Related Developments”), and all related patents, patent applications, trademarks and trademark applications, copyrights and copyright applications, and other intellectual property rights in all countries and territories worldwide and under any international conventions (“Intellectual Property Rights”). You understand that to the extent this Agreement is required to be construed in accordance with the laws of any state which precludes a requirement in an employee or contractor or other service provider agreement to assign certain classes of inventions made by an employee or contractor or other service provider, this paragraph 2 will be interpreted not to apply to any invention which a court rules and/or the Company agrees falls within such classes.

2.3. Prior Inventions: You will not incorporate, or permit to be incorporated, any Prior Invention (as defined below) in any Company-Related Development without the Company’s prior written consent. A “Prior Invention” is any Development that You have, alone or jointly with others, conceived, developed, or reduced to practice prior to the commencement of my Services with the Company that You consider to be Your property or the property of third parties. If, in the course of Your Services with the Company, You incorporate a Prior Invention into a Company product, process or machine or other work done for the Company, You hereby grant to the Company a nonexclusive, royalty-free, paid-up, irrevocable, worldwide license (with the full right to sublicense) to make, have made, modify, use, sell, offer for sale and import such Prior Invention.

2.4. Other Agreements: You represent that Your performance of all provisions of this Agreement will not breach any agreement or other obligation to keep in confidence proprietary or confidential information known to You before or after the commencement of Your employment with the Company. You will not disclose to the Company, use in the performance of Your work for the Company, or induce the Company to use, any Inventions (as defined below), confidential or proprietary information, or other material belonging to any previous employer or to any other party in violation of any obligation of confidentiality to such party or in violation of such party’s proprietary rights.

3. Enforcement of Intellectual Property Rights: You will cooperate fully with the Company, both during and after Your Services with the Company, with respect to the procurement, maintenance and enforcement of Intellectual Property Rights in Company-Related Developments. You will sign, both during and after the term of this Agreement, all papers, including without limitation copyright applications, patent applications, declarations, oaths, assignments of priority rights, and powers of attorney, which the Company may deem necessary or desirable in order to protect its rights and interests in any Company-Related Development.

4. Survival and Assignment by the Company: You understand that Your obligations under this Agreement will continue in accordance with its express terms regardless of any changes in Your title, position, duties, salary, compensation or benefits, or other terms and conditions of Your Services. You further understand that Your obligations under this Agreement will continue following the termination of Your Services regardless of the manner of such termination and will be binding upon Your heirs, executors, and administrators. The Company will have the right to assign this Agreement to its affiliates, successors and assigns. You expressly consent to be bound by the provisions of this Agreement for the benefit of the Company or any parent, subsidiary or affiliate to whom You may be transferred without the necessity that this Agreement be re-executed at the time of such transfer.

5. No Employment Obligation: You understand and agree that Your employment with the Company is at will. Accordingly, Your Services can be terminated, without cause or notice, at Your option or the Company’s option. The at-will nature of Your employment also means that You can be transferred or demoted, and Your job title, compensation, benefits, and other terms and conditions of employment can be reduced, without cause. You understand that the duration and other terms and conditions of Your employment with the Company will be governed by this paragraph and that this paragraph constitutes the entire agreement, arrangement, and understanding between You and the Company on these subject matters and supersedes any prior or contemporaneous agreement, arrangement, and understanding on this subject matter. This at-will status of Your employment relationship with the Company will remain in effect throughout Your employment with the Company, unless such status is modified by a written agreement signed by both an authorized officer of the Company and You which expressly alters such status.

6. Severability: Should any provision of this Agreement be held by a court of competent jurisdiction to be enforceable only if modified, or if any portion of this Agreement shall be held as unenforceable and thus stricken, that holding shall not affect the validity of the remainder of this Agreement, the balance of which shall continue to be binding on the Employee or Contractor and Employer with any modification to become a part of and treated as though originally set forth in this Agreement.

7. Choice of Law and Forum Selection: This Agreement and all matters arising out of or relating to this Agreement are governed by, and construed in accordance with, the laws of the State of TX, applied without regard to conflict of law principles. Any action or proceeding by either party to enforce this Agreement shall be brought only in any state or federal court located in the state of TX, in the county in which the Company is located.

8. Non-Disclosure Agreement:

  1. All inventions, ideas, and discoveries, whether or not patentable, conceived, or made by me (a) while in the employ of the Company or following termination of my employment, which relate to or constitute improvements on the Company's existing or contemplated products, components, ingredients, intermediates, formulae or data, or apparatuses, processes, techniques, or procedures employed in the production of same, or any improvements thereof, (b) during working hours, or (c) while utilizing facilities, materials, labor, or information of the Company, shall become the exclusive property of the Company.
  2. I will disclose promptly all such inventions, ideas, and discoveries to the Company, and on request of and at the expense of the Company will do all acts, sign all papers, make all rightful oaths, and give evidence and testimony necessary or desirable to perfect and maintain any patent assets and other rights on any or all such inventions, ideas, or discoveries.
  3. I will assign, without further compensation to me but at the expense of the Company, my entire right, title, and interest in and to any and all such inventions, ideas, and discoveries to the Company.
  4. I will hold in secret, and not divulge to any non-Company personnel without first obtaining the express written authorization of the Company, private and proprietary information trade secrets, and know-how of both the Company and all customer proprietary information disclosed to the Company, which I may learn or comes into my possession through or in the course of my employment with the Company.
  5. Nothing herein will prevent me, after my employment terminates, from using skills and knowledge of general nature gained while I am employed by the Company.

9. Non-Disparagement and Protection of Company Reputation:

9.1. Prohibition of Negative Reviews and Posts: During your tenure with the Company, and for a period of two (2) years following the termination of your employment or contract, regardless of the reason for termination, you agree not to make, publish, or encourage others to make or publish any statements, reviews, posts, or communications, whether written or verbal, that could reasonably be construed as disparaging, defamatory, or negative towards the Company, its practices, services, employees, directors, or officers.

9.2. Confidentiality of Disputes: Any disputes or disagreements with the Company should be addressed directly with the Company in a confidential manner, and not made public through reviews, posts, or other media.

9.3. Remedies for Breach: In the event of a breach of this section, in addition to any other legal or equitable remedies available to the Company, you may be held liable for any reputational harm or loss of business resulting from such breach.

"Immunity from Liability for Confidential Disclosure of a Trade Secret to the Government or in a Court Filing:

(1) Immunity—An individual shall not be held criminally or civilly liable under any federal or state trade secret law for the disclosure of a trade secret that—(A) is made—(i) in confidence to a federal, state or local government official, either directly or indirectly, or to an attorney; and (ii) solely for the purpose of reporting or investigating a suspected violation of law; or (B) is made in a complaint or other document filed in a lawsuit or other proceeding, if such filing is made under seal.

(2) Use of Trade Secret Information in Anti-Retaliation Lawsuit—An individual who files a lawsuit for retaliation by an employer for reporting a suspected violation of law may disclose the trade secret to the attorney of the individual and use the trade secret information in the court proceeding if the individual—(A) files any document containing the trade secret under seal; and (B) does not disclose the trade secret, except pursuant to court order."

Carolina Pintos Therapy, PLLC

By Carolina Pintos Miranda

Title: Owner & Lead Therapist

I have read, understand, and agree to abide by the terms and conditions as stated in this Agreement.

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Signature Certificate
Document name: Confidentiality, Intellectual Property, Non-Disparagement, and Non-Disclosure Agreement
lock iconUnique Document ID: 5513fe4e69c810f7b54a597e5e8172778d5f261d
Timestamp Audit
January 1, 2022 11:43 am CDTConfidentiality, Intellectual Property, Non-Disparagement, and Non-Disclosure Agreement Uploaded by Carolina Miranda Pintos - [email protected] IP 2601:2c1:8400:6af0:c966:75fe:deb6:61a2
January 1, 2022 11:45 am CDTCarolina Miranda - [email protected] added by Carolina Pintos - [email protected] as a CC'd Recipient Ip: 76.30.41.67
January 4, 2022 5:38 pm CDTCarolina Miranda - [email protected] added by Carolina Pintos - [email protected] as a CC'd Recipient Ip: 76.30.41.67
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