Carolina Pintos Therapy, PLLC
11777 Katy Freeway, Suite 260 South, Houston, TX 77079
5 Grogans Park, Suite 107, Spring, TX 77380
This Non-Competition Agreement (this “Agreement”) is entered into between Carolina Pintos Therapy, PLLC, including its affiliates, successors, and assigns (the “Company”), and the employee who signs below (“Employee”), effective as of the commencement of Employee’s W-2 employment with the Company — whether by new hire or by conversion from an independent contractor engagement (the “Effective Date”) — in accordance with the Texas Covenants Not to Compete Act (Tex. Bus. & Com. Code § 15.50 et seq.).
1. Consideration
In exchange for Employee’s promises in this Agreement, the Company agrees to employ Employee and, in connection with that employment, promises to provide Employee with access to its Confidential Information — including its proprietary treatment protocols and methodologies, specialized training, and patient, client, and referral relationships — which the Company would not provide absent this Agreement. For employees converting from a contractor engagement, the additional consideration includes conversion to W-2 employment and the forgiveness of any remaining training-reimbursement balance, as set out in the Conversion Acknowledgment. Employee acknowledges that this consideration is valuable and that the covenant below is ancillary to the enforceable agreements between the parties.
2. Definitions
“Company Location” means any facility at or from which the Company provides services, including without limitation 11777 Katy Freeway, Suite 260 South, Houston, TX 77079, and 5 Grogans Park, Suite 107, Spring, TX 77380, together with any additional location the Company operates during Employee’s employment.
“Competing Services” means services the same as or substantially similar to those in which Employee was directly involved, trained, or given access during employment with the Company, including post-operative recovery services, manual lymphatic drainage therapy, body contouring, aesthetic treatments, cellulite reduction, and medical massage.
“Restricted Territory” means the area within a twenty-five (25)-mile radius of any Company Location at which Employee worked, had patient contact, received training, or had access to Company relationships.
3. Non-Competition
During employment and for twelve (12) months after employment ends for any reason, Employee will not, directly or indirectly, engage in, assist, consult with, be employed by, or hold an ownership interest in any business that provides Competing Services within the Restricted Territory. This restriction does not prohibit Employee from working in a non-competing role or in a different field that does not involve Competing Services, and does not restrict ownership of less than 2% of a publicly traded company.
4. Tolling
If Employee breaches Section 3, the twelve (12)-month restricted period is extended by the length of the breach, so that the Company receives the full twelve months of protection for which it bargained. This extension does not apply to any period during which Employee is in compliance or is subject to a court order addressing the conduct at issue.
5. Notice of Obligations
During the restricted period, Employee will inform any prospective or actual employer, partner, or business associate of the existence and terms of this Agreement before accepting employment or engagement. Employee authorizes the Company to notify any such person or entity of Employee’s obligations under this Agreement, and agrees that the Company’s doing so is not a breach of any obligation owed to Employee.
6. Reasonableness
Employee acknowledges that: the Company’s patient base, referral network, and goodwill are concentrated within the Restricted Territory; the Confidential Information and specialized training provided to Employee would inevitably be used in a competing role within that territory; and the time, geographic, and scope limitations above are no broader than necessary to protect the Company’s legitimate interests in its Confidential Information, specialized training, patient relationships, referral network, and goodwill, and are reasonable.
7. Relationship to Other Agreements
This Agreement supplements, and does not replace, Employee’s Confidentiality, Intellectual Property & Non-Solicitation Agreement, which separately governs confidentiality, intellectual property, non-solicitation, social media conduct, and related obligations, and remains in full force according to its terms.
8. Remedies
Employee agrees that a breach would cause irreparable harm for which money alone may be inadequate, and that the Company may seek temporary restraining orders and injunctive relief — without the requirement of posting bond, to the extent permitted by law — in addition to its actual damages, reasonable attorney’s fees, and costs of enforcement. Any monetary remedy is intended to reflect the Company’s actual or reasonably estimated damages and not a penalty. Remedies under this Agreement are subject to the limitations of Tex. Bus. & Com. Code § 15.51.
9. At-Will Employment
Nothing in this Agreement guarantees employment for any period or alters the at-will nature of Employee’s employment.
10. Successors and Assigns
This Agreement binds Employee and inures to the benefit of the Company and may be assigned by the Company to any affiliate, successor, or purchaser of the Company or its business. Employee may not assign this Agreement.
11. Reformation and Severability
If the time, territory, or scope of the restriction is found broader than necessary, the parties intend and request that a court reform this Agreement to the broadest enforceable terms and enforce it as reformed; reformation is preferred over invalidation, and the remaining provisions remain in full force.
12. Governing Law and Venue
This Agreement is governed by the laws of the State of Texas, with exclusive venue in Harris County, Texas.
13. JURY WAIVER
TO THE FULLEST EXTENT PERMITTED BY LAW, THE PARTIES KNOWINGLY AND VOLUNTARILY WAIVE ANY RIGHT TO A TRIAL BY JURY IN ANY DISPUTE RELATING TO THIS AGREEMENT. EMPLOYEE ACKNOWLEDGES HAVING READ THIS PROVISION AND HAVING HAD THE OPPORTUNITY TO CONSULT AN ATTORNEY ABOUT IT.
14. Entire Agreement
This Agreement, together with the agreements referenced in it, is the entire agreement regarding non-competition, supersedes prior agreements on that subject, may be amended only in writing, and may be signed electronically.
EMPLOYEE ACCEPTANCE
By signing below, Employee acknowledges that Employee has read, understands, and voluntarily agrees to this Agreement; has had the opportunity to consult an advisor or attorney of Employee’s choosing; and has received a copy of this Agreement.
