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Non-Competition & Non-Solicitation

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

This Non-Competition, Non-Solicitation, Confidentiality, Non-Circumvention, and Affiliated Business Protection 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 individual (“Employee” or “Contractor”), as of the date of execution (the “Effective Date”).

This Agreement is intended to protect the Company’s legitimate business interests, including its confidential information, proprietary methods, specialized training, patient relationships, referral networks, goodwill, and competitive positioning, in accordance with the Texas Covenants Not to Compete Act (Tex. Bus. & Com. Code § 15.50 et seq.).

1. Acknowledgments and Consideration:

The Employee acknowledges that, in the course of their engagement with the Company, they will receive specialized and proprietary training, access to confidential information, and exposure to valuable patient, client, and referral relationships developed through substantial investment by the Company. The Employee further acknowledges that their role will provide them with unique insight into the Company’s operations, clinical methods, referral structures, and business strategies, all of which constitute a competitive advantage.

The Employee acknowledges that such knowledge, relationships, and access would provide the ability to unfairly compete with the Company if not restricted.

The Employee understands that the Company may, in certain circumstances, allow participation in or development of affiliated, co-branded, or parallel business ventures, including personal brands, products, or services. Any such opportunity is granted solely as a result of the Employee’s association with the Company and does not transfer ownership of the Company’s relationships, goodwill, or proprietary assets.

The Employee agrees that the restrictions contained in this Agreement are reasonable in scope, duration, and geography, are necessary to protect the Company’s legitimate business interests, and are supported by valid consideration, including employment, compensation, training, and access to proprietary information.

The Employee further acknowledges that violation of this Agreement would result in immediate and substantial harm to the Company, including but not limited to loss of patients, referral sources, and goodwill.

2. Confidentiality and Non-Disclosure:

The Employee acknowledges that they will have access to confidential and proprietary information belonging to the Company, including but not limited to patient identities and records, doctor and referral relationships, treatment protocols, post-operative methodologies, training systems, financial data, pricing strategies, marketing plans, referral patterns, and operational systems (collectively, “Confidential Information”).

The Employee agrees that such Confidential Information shall be held in strict confidence and shall not be used, disclosed, copied, or distributed for any purpose other than the performance of authorized duties on behalf of the Company.

The Employee further agrees that they shall not use Confidential Information, directly or indirectly, for personal benefit, competitive purposes, or for the benefit of any third party, whether during or after their engagement.

This restriction applies regardless of whether such information is written, digital, verbal, observed, or retained in memory.

The Employee expressly acknowledges that all patient, client, doctor, and referral relationships, including their identities, preferences, and contact information, are proprietary business assets of the Company, even if such information may be publicly available.

All Confidential Information remains the exclusive property of the Company. Upon termination of the relationship, or upon request by the Company, the Employee shall immediately return all materials, data, and property belonging to the Company and shall not retain any copies in any form.

3. Non-Competition:

During the term of the Employee’s engagement and for a period of one (1) year following termination for any reason, the Employee shall not, directly or indirectly, engage in, assist, consult with, be employed by, or have any ownership interest in any business that provides services that are the same as or substantially similar to those performed by the Employee for the Company (“Competing Services”).

Competing Services are limited to those services in which the Employee was directly involved, trained, exposed to, or had access to during their time with the Company, including but not limited to post-operative recovery services, lymphatic drainage therapy, body contouring, aesthetic treatments, cellulite reduction, and medical massage.

This restriction shall apply within a fifty (50)-mile radius of any Company location where the Employee performed services, had client interaction, received training, or had access to Company relationships.

The Restricted Territory includes, but is not limited to:

11777 Katy Freeway, Suite 260S, Houston, TX 77079
5 Grogans Park Drive, Suite 107, Spring, TX 77380

The Employee acknowledges that this geographic limitation reflects the Company’s active service area and referral network and is necessary to protect its business interests.

The Employee further acknowledges that due to the nature of the Confidential Information and training received, it would be inevitable that such knowledge would be used in a competing role within this territory, and therefore agrees that this restriction is reasonable and necessary.

This provision shall not prohibit the Employee from working in a non-competing role or in a different industry that does not involve Competing Services.

4. Non-Solicitation and Non-Circumvention:

For a period of two (2) years following termination of the Employee’s relationship with the Company, the Employee shall not, directly or indirectly, on their own behalf or on behalf of any other person or entity, solicit, contact, divert, or attempt to solicit or divert any patient, client, prospective client, doctor, surgeon, referral partner, or business relationship of the Company.

This restriction applies to all individuals and entities with whom the Employee had contact, interaction, knowledge of, or became aware of through their association with the Company, regardless of whether such information is publicly available.

The Employee agrees that any such contact, outreach, or engagement shall be presumed to involve the use of Confidential Information.

The Employee further agrees that they shall not accept business from, provide services to, or otherwise benefit from any such individual or entity where the relationship was established or developed through the Company.

The Employee agrees not to bypass or attempt to bypass the Company in order to establish independent relationships, provide competing services, or otherwise benefit from relationships developed through the Company, whether directly or indirectly, including through third parties, business entities, or referral arrangements.

This restriction applies regardless of which party initiates the contact and regardless of whether compensation is received directly or indirectly.

5. Social Media and Digital Conduct:

The Employee acknowledges that social media and digital platforms may be used as tools for indirect solicitation and misuse of Company relationships.

Accordingly, the Employee shall not, during or after their engagement, use social media, websites, messaging platforms, email, or any digital channel to directly or indirectly target, contact, engage with, or market to any patient, client, doctor, or referral source associated with the Company for purposes outside their authorized duties.

The Employee shall not encourage, request, or induce any such individual to follow, engage with, or transact with them outside of the Company.

The Employee shall not create, publish, or distribute content intended to attract or convert Company relationships into clients or customers of any independent business, brand, or platform.

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

6. Employees and Internal Protection:

For a period of one (1) year following termination, the Employee shall not recruit, solicit, induce, or attempt to induce any employee or contractor of the Company to terminate their relationship with the Company, nor shall they employ or engage any such individual within that period without prior written consent.

7. Affiliated, Co-Branded, and Parallel Business Activities:

In the event that the Company permits the Employee to develop, promote, or participate in any personal brand, product, service, or affiliated business during their engagement, the Employee acknowledges and agrees that such permission does not grant any right to use the Company’s relationships, goodwill, or proprietary information.

The Employee shall not use any patient, client, doctor, or referral relationship associated with the Company to promote, grow, or benefit any independent or affiliated venture.

The Employee shall not cross-promote, redirect, convert, or otherwise leverage Company relationships for personal or third-party gain, whether during or after their engagement.

Any such affiliated or parallel business activity must not compete with, interfere with, or negatively impact the Company’s operations, reputation, or business relationships.

8. Employment by Clients or Referral Partners:

For a period of two (2) years following termination, the Employee shall not accept employment, consulting, or independent contractor work with any patient, client, doctor, or referral partner of the Company in connection with Competing Services, without prior written consent.

9. Return of Property:

Upon termination, the Employee shall immediately return all Company property, including devices, records, data, materials, and access credentials. The Employee shall not retain copies of any Company information in any form.

10. Remedies, Liquidated Damages, and Enforcement:

The Employee acknowledges that a breach of this Agreement will cause irreparable harm to the Company for which monetary damages alone would be insufficient.

Accordingly, the Company shall be entitled to seek injunctive relief, temporary restraining orders, and all equitable remedies without the requirement of posting bond or proving actual damages.

The Employee further agrees that each instance of solicitation, contact, misuse, or engagement involving a patient, client, doctor, or referral source shall constitute a separate and independent violation.

For each such violation, the Employee shall be liable for liquidated damages in the amount of $10,000 per violation, which the parties agree represents a reasonable estimate of the Company’s damages, including but not limited to loss of lifetime client value, disruption of referral relationships, and harm to goodwill.

The Employee further acknowledges that repeated or ongoing violations shall constitute continuing breaches subject to cumulative damages.

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

11. Successors and Assigns:

This Agreement shall be binding upon the Employee and may be assigned by the Company to any affiliate, successor, or related entity.

12. Governing Law and Venue:

This Agreement shall be governed by the laws of the State of Texas. Any action arising out of this Agreement shall be brought exclusively in a court of competent jurisdiction in the county where the Company maintains its principal office.

13. Severability and Reformation:

If any provision of this Agreement is found to be unenforceable, it shall be modified to the extent necessary to be enforceable, and the remaining provisions shall remain in full force and effect. The parties expressly agree that reformation shall be preferred over invalidation.

14. Entire Agreement and Acknowledgment:

This Agreement constitutes the entire understanding between the parties and supersedes all prior agreements or discussions.

By signing below, the Employee acknowledges that they have read, understood, and voluntarily agree to the terms of this Agreement.

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.

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Timestamp

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January 1, 2022 11:39 am CDT

Non-Competition & Non-Solicitation Uploaded by Carolina Miranda Pintos - [email protected] IP 2601:2c1:8e01:7d40:8029:adc4:5a4f:713a

January 1, 2022 11:42 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 5:00 pm CDT

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

January 4, 2022 5:37 pm CDT

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