WP E-Signature by Approve Me - Sign Documents Using WordPress -

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

Carolina Pintos Therapy, PLLC
11777 Katy Freeway, Suite 260 South, Houston, TX 77079
5 Grogans Park, Suite 107, Spring, TX 77380

This Confidentiality, Intellectual Property, and Proprietary Rights Agreement (the “Agreement”) is entered into by and between Carolina Pintos Therapy, PLLC, including its current, past, and future subsidiaries, affiliates, successors, and assigns (the “Company”), and the undersigned (“Employee” or “Contractor”), as of the date of execution (the “Effective Date”).

In consideration of and as a condition of your employment or engagement with the Company, and other good and valuable consideration, the receipt and sufficiency of which is hereby acknowledged, you agree as follows:

1. Confidential Information:
1.1 Definition:

You acknowledge that all non-public information relating to the Company’s business, operations, and relationships constitutes “Confidential Information.” This includes, without limitation, information concerning the Company’s patients, clients, prospective clients, doctors, surgeons, referral partners, vendors, and business relationships; treatment protocols and methodologies; post-operative recovery processes; training materials; pricing structures; financial data; marketing strategies; operational systems; software; and all other proprietary or sensitive information.

Confidential Information includes not only written or electronic data, but also information retained in memory, observed, learned, or otherwise acquired through your association with the Company.

You expressly acknowledge that all patient, client, doctor, and referral relationships, including their identities, preferences, behaviors, referral patterns, and contact information, are proprietary business assets of the Company, regardless of whether such information is publicly available.

Confidential Information further includes the nature, structure, and dynamics of the Company’s relationships, as well as any insights gained through interaction with such individuals or entities.

1.2 Use and Protection:

You agree that you shall not, during or after your engagement, directly or indirectly use, disclose, reproduce, exploit, or permit the use of Confidential Information for any purpose other than performing your authorized duties on behalf of the Company.

You further agree that you shall not use Confidential Information for personal benefit, for competitive purposes, or for the benefit of any third party, whether directly or indirectly.

You shall take all reasonable measures to prevent unauthorized use, disclosure, or access to Confidential Information.

These restrictions apply regardless of whether the information is written, digital, verbal, or memorized.

1.3 Relationship Protection and Non-Circumvention:

You acknowledge that all relationships developed, accessed, or learned through your association with the Company, including those involving patients, clients, doctors, surgeons, and referral partners, are the exclusive property of the Company.

You agree that you shall not, directly or indirectly, use such relationships to bypass or attempt to bypass the Company, establish independent business relationships, provide competing or related services, or otherwise benefit personally or through any third party.

This restriction applies regardless of whether contact is initiated by you or by the third party, and regardless of whether compensation is received directly or indirectly.

1.4 Social Media and Digital Conduct:

You acknowledge that digital platforms, including social media, messaging applications, websites, and email, may be used to improperly leverage Confidential Information and Company relationships.

Accordingly, you agree that you shall not, during or after your engagement, use any digital platform to contact, engage with, market to, or otherwise interact with any patient, client, doctor, or referral source known to you through the Company for purposes outside your authorized duties.

You further agree that you shall not encourage, request, or induce such individuals to follow, engage with, or transact with you or any independent business, product, or platform.

You shall not create, publish, or distribute content that is intended to attract, target, or convert individuals known to you through the Company into clients, customers, or followers of any independent business or platform.

Upon request by the Company, you shall remove such individuals from your digital platforms and provide written confirmation of compliance. Blocking, restricting, or concealing account activity shall not constitute compliance.

1.5 Permitted Disclosures:

Nothing in this Agreement shall prevent disclosure of Confidential Information where required by law or valid court order, provided such disclosure is limited strictly to what is required.

1.6 No Implied Rights or Ownership:

Nothing in this Agreement shall be construed as granting you any ownership, license, or other rights in or to the Company’s Confidential Information, business relationships, goodwill, or proprietary assets, all of which shall remain exclusively owned by the Company.

1.7 Indirect Use Prohibited:

You agree that you shall not circumvent the intent of this Agreement by indirectly using Confidential Information or Company relationships through any third party, business entity, referral arrangement, or intermediary. Any such indirect use shall be deemed a direct violation of this Agreement.

1.8 Affiliated or Parallel Business Activities:

If the Company permits you to develop, promote, or participate in any personal brand, product, service, or affiliated business during your engagement, you acknowledge that such permission does not grant any right to use the Company’s Confidential Information, relationships, or goodwill.

You shall not use any Company-related relationships to promote, grow, or benefit any such venture, nor shall you cross-promote, redirect, or convert Company relationships for personal or third-party gain.

2. Developments and Intellectual Property:
2.1 Disclosure of Developments:

You agree to promptly disclose to the Company all inventions, developments, processes, techniques, methods, training materials, content, and other works created during your engagement (collectively, “Developments”).

2.2 Assignment of Rights:

All Developments that relate to the Company’s business, result from tasks assigned to you, or are created using Company resources shall be considered “work for hire” and the exclusive property of the Company.

You hereby assign all rights, title, and interest in such Developments to the Company.

2.3 Prior Inventions:

You shall not incorporate any prior intellectual property into Company-related work without written consent. If incorporated, you grant the Company a perpetual, royalty-free, worldwide license to use such materials.

2.4 Industry-Specific Intellectual Property:

You acknowledge that the Company’s proprietary assets include clinical protocols, treatment methodologies, training systems, educational materials, marketing assets, before-and-after content, and patient experience systems.

All such materials are and shall remain the exclusive property of the Company.

You further acknowledge that any modifications, improvements, variations, or derivative works of the Company’s methods or systems, whether created during or after your engagement, shall be considered Company-related Developments.

2.5 Post-Termination Use Restrictions:

You agree that you shall not, after termination, use, replicate, or adapt any proprietary methods, protocols, systems, or materials developed by the Company in any competing or similar business.

3. Return of Property:

Upon termination or request, you shall immediately return all Company property, including all Confidential Information, and shall not retain any copies in any form.

4. Survival:

Your obligations under this Agreement shall survive termination indefinitely with respect to Confidential Information and intellectual property.

5. Injunctive Relief and Remedies:

You acknowledge that any breach of this Agreement will cause irreparable harm to the Company for which monetary damages alone would be inadequate.

The Company shall be entitled to immediate injunctive relief, including temporary restraining orders, without the requirement of posting bond or proving actual damages.

The Company shall also be entitled to recover all reasonable attorneys’ fees, court costs, and enforcement expenses.

6. Liquidated Damages:

You agree that unauthorized use of Confidential Information, misuse of Company relationships, or violation of this Agreement would result in damages that are difficult to quantify.

Accordingly, each unauthorized use, disclosure, or improper contact involving a patient, client, doctor, or referral source shall constitute a separate violation, and you shall be liable for liquidated damages of $10,000 per violation.

You further acknowledge that repeated or ongoing violations shall constitute continuing breaches, subject to cumulative damages.

In addition, the Company shall be entitled to recover actual damages, lost profits, attorneys’ fees, and enforcement costs.

6.1 Clawback of Compensation:

In the event of a breach, the Company reserves the right, to the extent permitted by law, to recover or offset any compensation, bonuses, commissions, or other financial benefits provided to you.

7. At-Will Employment:

Nothing in this Agreement alters the at-will nature of your employment.

8. Severability:

If any provision is deemed unenforceable, it shall be modified to the extent necessary to be enforceable, and the remaining provisions shall remain in full force and effect.

9. Governing Law:

This Agreement shall be governed by the laws of the State of Texas.

10. Entire Agreement:

This Agreement constitutes the entire understanding between the parties regarding its subject matter.

EMPLOYEE ACCEPTANCE

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

Leave this empty:

Your legal name

Your email address

Please Confirm full name and signature.

Draw Signature
Type In Signature

Draw your signature with your mouse, tablet or smartphone Clear

I agree that I am and I agree this is a legal representation of my signature for all purposes just the same as a pen-and-paper signature

I agree that I am and I understand this is a legal representation of my signature

Adopt & Sign

Timestamp

Audit

January 1, 2022 11:43 am CDT

Confidentiality, Intellectual Property, Non-Disparagement, and Non-Disclosure Agreement Uploaded by Carolina Miranda Pintos - [email protected] IP 2601:2c1:8e01:7d40:8029:adc4:5a4f:713a

January 1, 2022 11:45 am CDT

Carolina 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 CDT

Carolina Miranda - [email protected] added by Carolina Pintos - [email protected] as a CC'd Recipient Ip: 76.30.41.67