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, and Confidentiality 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 you, the undersigned (“Employee” or “Contractor”), as of the date of execution of this Agreement (the “Effective Date”).

The purpose of this Agreement is to protect the Company’s proprietary information, specialized methods, confidential data, business relationships, and investments in employee training and brand reputation. These restrictions are intended to be reasonable and limited to what is necessary to protect the Company’s legitimate business interests as permitted by Texas law, including but not limited to the Texas Covenants Not to Compete Act (Tex. Bus. & Com. Code § 15.50 et seq.).

1. Acknowledgments: You acknowledge and agree that during your employment or contractual relationship with the Company, you will receive specialized training, confidential information, and direct access to clients, patients, and trade secrets developed through significant financial and operational investment by the Company. You further acknowledge that:

  1. Your position gives you access to confidential and proprietary information, as well as key client and referral relationships that are valuable to the Company.
  2. The services you provide are unique and specialized, and your role contributes directly to the Company’s success.
  3. The Company’s investment in your training, certification, and professional development represents a substantial competitive advantage.
  4. The restrictive covenants in this Agreement are necessary to protect those interests and are reasonable in time, scope, and geography.
  5. You are not subject to any pre-existing agreement that would conflict with your ability to perform the duties required by the Company.
  6. You understand that you have the right to seek independent legal advice before signing this Agreement and that you sign it voluntarily.

Confidentiality and Non-Disclosure: You will have access to confidential and proprietary information belonging to the Company, including but not limited to: patient and client lists; personal health data; treatment methods; post-operative recovery protocols; medical and aesthetic procedures; pricing structures; financial data; marketing materials; sales strategies; software systems; training videos; employee and contractor information; supplier lists; and all other non-public data or intellectual property, whether in written, digital, or verbal form (“Confidential Information”).

You agree that:

  • You will not, during or after your employment, use, copy, or disclose any Confidential Information for any purpose other than the performance of your authorized duties.
  • You will take all reasonable precautions to prevent unauthorized disclosure, duplication, or use of the Company’s Confidential Information.
  • All Confidential Information, whether created by you or provided to you, remains the exclusive property of the Company.
  • Upon termination of employment or at the Company’s request, you will immediately return all Company property, including keys, devices, computers, files, client information, and any materials—physical or electronic—containing Confidential Information.
  • You will not retain or reproduce any Confidential Information in any form, including personal email, text messages, or cloud storage accounts.

Any unauthorized use or disclosure of Confidential Information constitutes a material breach of this Agreement and may result in immediate termination and legal action, including injunctive relief.

2. Training and Development: The Company provides specialized, paid training programs designed to uphold its clinical, aesthetic, and operational standards. This training includes hands-on instruction in proprietary lymphatic drainage techniques, post-operative care, body contouring, aesthetic therapies, and patient experience protocols, among others.

If you voluntarily terminate your employment or contractual relationship within ninety (90) days of completing any Company-funded training, certification, or continuing education, you agree to reimburse the Company for the pro-rated cost of such training, including course fees, instructor time, materials, and any third-party certification expenses.

The cost and repayment schedule will be disclosed in writing prior to training. This reimbursement clause is not a penalty but a fair recovery of the Company’s investment in your professional development. The Company reserves the right to withhold final pay up to the amount of the verified reimbursement balance, consistent with applicable Texas wage laws, upon written notice to you.

3. Non-Competition: During your employment or contract, and for a period of one (1) year following termination—whether voluntary or involuntary—you are prohibited from directly or indirectly engaging in, owning, managing, advising, consulting, contracting, investing in, or assisting any business or individual that offers or intends to offer services that are the same as, or substantially similar to, those offered by the Company within the Restricted Territory.

The Restricted Territory is defined as a fifty (50)-mile radius from any Carolina Pintos Therapy, PLLC location in which you performed services or had client contact, including but not limited to:

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

“Competing Services” include, but are not limited to, post-operative recovery, lymphatic drainage, aesthetic therapy, body contouring, cellulite reduction, medical massage, or any other treatments, therapies, or services substantially similar to those offered by the Company during your tenure.

This restriction is intended solely to prevent unfair competition and protect the Company’s proprietary information, brand, goodwill, and client base. It shall not restrict you from working in a non-competing business, general wellness spa, or other unrelated field. You acknowledge that this restriction is reasonable and necessary to protect the Company’s legitimate business interests.

4. Non-Solicitation: For one (1) year following the termination of your employment or contract, you shall not, directly or indirectly—whether on your own behalf or through another person or entity—solicit, divert, or attempt to solicit or divert any patient, client, customer, or referral partner of the Company with whom you had contact, influence, or knowledge during your employment.

You further agree not to:

  • Contact any current or prospective client of the Company for the purpose of providing competing services;
  • Induce, recruit, or attempt to induce any employee, contractor, or representative of the Company to terminate their relationship with the Company;
  • Employ, contract with, or otherwise engage any individual who was employed or contracted by the Company within one (1) year preceding your separation.

This covenant extends to all relationships and contacts developed or maintained through your employment and includes indirect efforts such as social media outreach, online advertising, or referrals targeting the Company’s clientele.

5. Employment by Clients or Referral Partners: For one (1) year following termination, you shall not accept employment, partnership, or consulting work with any current or former client, patient, or referral partner of the Company in a role involving services similar to those provided by the Company, unless you obtain the Company’s written consent.

6. Return of Property: Upon separation for any reason, you agree to immediately return all Company property, including uniforms, access cards, keys, devices, supplies, equipment, documents, digital records, and all forms of patient or client data. You shall not retain copies of any materials, data, or records. Failure to comply will be treated as a material breach of this Agreement and may result in legal action.

7. Remedies and Damages: You acknowledge that a breach of this Agreement will cause irreparable harm to the Company, for which monetary damages alone would be inadequate. Therefore, the Company shall be entitled to seek and obtain injunctive relief, temporary restraining orders, or any other equitable remedies necessary to prevent or restrain a breach or threatened breach.

In addition, the Company shall be entitled to recover liquidated damages in the amount of $10,000, plus a reasonable estimate of lost profits resulting from such breach. This amount represents a fair pre-estimate of the Company’s potential loss and is not intended as a penalty. If a court finds this provision unenforceable, the Company may recover actual damages and all reasonable attorneys’ fees, court costs, and enforcement expenses incurred in protecting its rights under this Agreement.

The Company also reserves the right to seek reimbursement for any costs incurred in recovering Company property or preventing unauthorized use of Confidential Information.

8. Successors and Assigns: To the extent permitted by law, this Agreement may be assigned by the Company to any subsidiary, affiliate, or successor in interest. This Agreement shall be binding upon and inure to the benefit of the Company and its permitted successors and assigns. You may not assign this Agreement or any portion thereof.

9. Choice of Law and Forum Selection: This Agreement shall be governed by and construed in accordance with the laws of the State of Texas, without regard to conflict-of-law principles. Any action or proceeding to enforce or interpret this Agreement shall be brought exclusively in a court of competent jurisdiction in the county where the Company maintains its principal office. You expressly consent to the personal jurisdiction and venue of such courts.

10. Severability and Reformation: If any provision of this Agreement is held invalid or unenforceable by a court of competent jurisdiction, the remaining provisions shall continue in full force and effect. If any provision is deemed overly broad, it shall be modified or limited to the extent necessary to make it enforceable under Texas law. The parties expressly agree that reformation—not invalidation—shall be the appropriate remedy for any overbreadth.

11. Acknowledgment and Entire Agreement: By signing below, you acknowledge that you have carefully read and fully understand this Agreement, and that you voluntarily enter into it without duress or coercion. You further acknowledge that this Agreement supersedes all prior discussions, representations, or understandings regarding non-competition, non-solicitation, or confidentiality between you and the Company.

Carolina Pintos Therapy, PLLC

By Carolina Pintos Miranda

Title: Owner & Lead Therapist

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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Signature Certificate
Document name: Non-Competition & Non-Solicitation
lock iconUnique Document ID: e83322521d9272d6bea27584004ae1c4973a5358
Timestamp Audit
January 1, 2022 11:39 am CSTNon-Competition & Non-Solicitation Uploaded by Carolina Miranda Pintos - [email protected] IP 2601:2c1:8e01:7d40:5cb3:5843:d271:8908
January 1, 2022 11:42 am CSTCarolina 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 CSTCarolina 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 CSTCarolina Miranda - [email protected] added by Carolina Pintos - [email protected] as a CC'd Recipient Ip: 76.30.41.67
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