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Demoted Letter

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

This letter serves as formal notification of a change in your employment status with Carolina Pintos Therapy, PLLC and as a warning regarding recent professional conduct concerns. Please be advised that effective today, you will be demoted from a W2 employee to that of a contractual worker. Additionally, please be informed that you will be suspended from all work activities for a period of two (2) weeks, effective immediately. This suspension is a direct consequence of the incidents outlined below and is intended to serve as a reflection period for you to consider the seriousness of these matters.

This decision has been taken following a series of incidents that have raised significant concerns regarding your adherence to the professional standards and policies of our organization. The specific instances that have led to this decision include:

Inappropriate office gossip.
Your actions led to bruising two patients under Dr. Hamilton's care, risking the loss of a doctor.
Bullying and intimidating other employees, violating our respect and teamwork policy. (Updated Non-Harassment Policy)
Complaint from patients after your therapy treatments.
A meltdown in front of co-workers and patients due to personal reasons, which undermined our professional environment.
Slamming the clinic door during business hours, creating a disruptive atmosphere.
Hanging up the phone with the owner while he was attempting to speak with you regarding your behavior and attitude.

Such actions are in clear violation of the professional conduct expected at Carolina Pintos Therapy, PLLC, and undermine the values and principles upon which our organization operates.

Below is a reminder of the relevant policies and agreements to which you agreed upon your initial employment, emphasizing the expectations of conduct and the consequences of failing to adhere to these standards:

Non-Competition Agreement

As a condition of Your employment with the Company, and in exchange for Your employment by the Company, and other good and valuable consideration, the receipt and sufficiency of which is hereby acknowledged, You and the Company hereby agree as follows:

Acknowledgments. The Employee acknowledges and agrees that:(i) the nature of Employee’s position gives Employee access to and knowledge of Confidential Information and places Employee in a position of trust and confidence with the Company; (ii) the services provided to the Employer are unique, special, or extraordinary due to the commercial value to the Company; (iii) the Company's ability to reserve these for its exclusive knowledge and use is of great competitive importance and commercial value to the Company, and that improper use or disclosure by Employee is likely to result in unfair or unlawful competitive activity; (iv) the restrictive covenants and other terms and conditions of this Agreement are reasonable and reasonably necessary to protect the legitimate business interests of the Employer; (v) the Employee will be reasonably able to earn a living without violating the terms of this Agreement, and (vi) the Employee has the right to consult with counsel before signing this Agreement.
Non-Competition. Due to the Company's legitimate business interest as described in this Agreement, and the good and valuable consideration offered to Employee, during the term of Employee’s employment with the Company and for a period of one (1) year thereafter (the "Restricted Period") to run consecutively, beginning on the last day of the Employee's employment with the Employer, whether terminated for any reason or no reason, by the Employee or the Employer, the Employee agrees and covenants not to, directly or indirectly, whether as an employee, officer, director, consultant owner, manager, advisor, investor, or otherwise, engage in Prohibited Activity within a 50 mile radius from the main office located in 11777 Katy Freeway, Houston, TX 77079 of which the Company conducts business or has customers ("Restricted Territory"): (i) render advice or services to, or otherwise assist, any person, association, or entity who is engaged directly or indirectly in the Restricted Business; (ii) hold a 5% or greater equity, voting, or profit participation interest in any person, association, or entity who is engaged, directly or indirectly, in the Restricted Business; or (iii) carry on or be in any way engaged, concerned or interested in or have business dealings with the Restricted Business.

For purposes of this section, “Prohibited Activity” is activity in which the Employee contributes the Employee's knowledge, directly or indirectly, in whole or in part, as an employee, employer, owner, operator, manager, advisor, consultant, contractor, agent, partner, director, stockholder, officer, volunteer, intern, or any other similar capacity to an entity engaged in the same or similar business as the Employer, including those engaged in the Restricted Business within the Restricted Territory. “Prohibited Activity” also includes activity that may require or inevitably require disclosure of trade secrets, proprietary information, or Confidential Information. “Restricted Business” means the business of researching, developing, manufacturing, distributing, selling, supplying or otherwise dealing with Restricted Products. “Restricted Products” means products or services which are of the same or materially similar kind as the products or services (including, but not limited to technical and product support, professional services, technical advice and other customer services) researched into, developed, manufactured, distributed, sold or supplied by the Company and with which Employee was directly connected during employment with the Company’s predecessor (including if applicable any period of employment with the Company’s predecessor), or about which Employee has received or developed proprietary information by reason of Employee’s employment with the Company or its predecessor. Notwithstanding the foregoing, with prior or written consent from the Company, which the Company may not unreasonably withhold, Employee may accept employment or otherwise be engaged in or involved with a competitor of the Company that has multiple lines of business provided that, during the Restricted Period, Employee is employed by a business unit of such competitor that is not engaged or otherwise involved with the Restricted Business.

This Section does not, in any way, restrict or impede the Employee from exercising protected rights to the extent that such rights cannot be waived by agreement or from complying with any applicable law or regulation or a valid order of a court of competent jurisdiction or an authorized government agency, provided that such compliance does not exceed that required by law, regulation, or order.

Employment by Customers: For a period of one (1) year following termination of Employee’s employment, regardless of the reason for employment termination, Employee will not accept employment with any customer of the Company in a capacity of service that is offered as a service by the Company without the Company’s express written permission.
Warranty: Employee represents and warrants that Employee is not a party to any non-compete restrictive covenant or related contractual limitation that would interfere with or hinder the Employee's ability to undertake the obligations and expectations of employment with the Employer.
Remedies: In the event of a breach or threatened breach by the Employee of any of the provisions of this Agreement, the Employee hereby consents and agrees that the Employer shall be entitled to, in addition to other available remedies, a temporary or permanent injunction or other equitable relief against such breach or threatened breach from any court of competent jurisdiction. The aforementioned equitable relief shall be in addition to, not in lieu of, legal remedies, monetary damages, or other available forms of relief.
Successors and Assigns: To the extent permitted by state law, the Employer may assign this Agreement to any subsidiary or corporate affiliate or to any successor or assign (whether direct or indirect, by purchase, merger, consolidation, or otherwise) to all or substantially all of the business or assets of the Employer. This Agreement shall inure to the benefit of the Employer and permitted successors and assigns. The Employee may not assign this Agreement or any part hereof. Any purported assignment by the Employee shall be null and void from the initial date of purported assignment.
Attorneys' Fees: If the Employee breaches any of the terms of the restrictive covenant obligations in this Agreement, to the extent authorized by state law, Employee will be responsible for payment of all reasonable attorneys' fees and costs the Employer incurred in the course of enforcing the terms of the Agreement, including demonstrating the existence of a breach and any other contract enforcement efforts.
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 Texas 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 Texas, in the county where the Company is located.
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 and Employer with any modification to become a part of and treated as though originally set forth in this Agreement.

Confidentiality, Intellectual Property, and Non-Disclosure Agreement

1. Confidential Information

1.1. Definition. You agree that all information, whether 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, 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 other service provider agreement to assign certain classes of inventions made by an employee 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 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.

Non-Disclosure Agreement:

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.
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.
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.
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.
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.

"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."

Best Regards,

Carolina Miranda & Homero Miranda

EMPLOYEE ACCEPTANCE

I have read and understand this letter and consent and agree to all of the terms and conditions contained herein.

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March 8, 2024 3:57 pm CDT

Demoted Letter Uploaded by Carolina Miranda Pintos - [email protected] IP 2600:1700:ca1:8000:4ed:6c4a:c447:ce40