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Non-Competition

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

This Non-Competition Agreement (the “Agreement”) is entered into by and between Carolina Pintos Therapy, PLLC on behalf of itself, its current, past, and future subsidiaries and other corporate affiliates, and its successors and assigns (the “Company”), and You, (the “Employee'" or "Contractor"), as of the date of execution of this Agreement (the “Effective Date”).

The main goal of this agreement is to explicitly state that the Employee or Contractor is prohibited from working in any environment that could compete with or infringe upon the services provided by the Company. This means that the Employee or Contractor cannot perform similar services or operate their own business offering similar services while working for the Company. Additionally, the Employee or Contractor is not permitted to work at another med spa while still working for the Company. The only exception to this rule is working at a hotel spa or any other relaxation spa. In which the services rendered are in no direct competition with the Company.

As a condition of Your employment or contract with the Company, and in exchange for Your employment or contract 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 or Contractor acknowledges and agrees that:

The nature of the Employee's or Contractor's position gives them access to and knowledge of Confidential Information and places the Employee in a position of trust and confidence with the Company;
The services provided by the Employee or Contractor to the Company are unique, special, or extraordinary due to the commercial value to the Company;
The Company's ability to reserve these services for its exclusive knowledge and use is of great competitive importance and commercial value to the Company, and that improper use or disclosure by the Employee or Contractor is likely to result in unfair or unlawful competitive activity;
The restrictive covenants and other terms and conditions of this Agreement are reasonable and necessary to protect the legitimate business interests of the Company;
The Employee or Contractor will be able to earn a living without violating the terms of this Agreement; and
The Employee or Contractor has the right to consult with counsel before signing this Agreement.

Non-Competition:During and after your tenure with the company, whether ending through termination or voluntary resignation, you are barred from engaging in employment or establishing a business that competes with us. This restriction applies for a period of one (1) year and is limited to a 50-mile radius from our main office at 11777 Katy Freeway, Houston, TX 77079, defined as the 'Restricted Territory.' 'Prohibited Activity' includes any role where your knowledge is used, whether directly or indirectly, in capacities such as an employee, employer, owner, operator, manager, advisor, consultant, contractor, agent, partner, director, shareholder, officer, volunteer, intern, or any other similar role for a business that operates in the same or similar field as ours within the Restricted Territory. This also includes activities that could result in the disclosure of our trade secrets, proprietary, or confidential information. 'Restricted Business' refers to any business that is involved in the research, development, manufacturing, distribution, sale, supply, or other dealings in products or services that are the same or substantially similar to those offered by our company. This includes products or services you were directly involved with during your employment with us or our predecessor. 'Restricted Products' specifically refers to those products or services concerning which you have gained or developed proprietary information during your employment or contract with us or our predecessor. Please be aware that these restrictions remain in force for one (1) year following the end of your employment or contract, regardless of the termination reason. Adhering to these restrictions is crucial for protecting our trade secrets, proprietary knowledge, and competitive edge.

Employment by Customers: For a period of one (1) year following the termination of the Employee or Contractor, regardless of the reason for termination, the Employee or Contractor will not accept a position 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 or Contractor represents and warrants that Employee or Contractor is not a party to any non-compete restrictive covenant or related contractual limitation that would interfere with or hinder the Employee's or Contractor's ability to undertake the obligations and expectations of employment or contract with the Employer.

Remedies: In the event of a breach or threatened breach by the Employee or Contractor of any of the provisions of this Agreement, the Employee or Contractor acknowledges that such breach would cause irreparable harm to the Employer and that monetary damages may be difficult to ascertain. Therefore, in addition to and without limiting any other remedy or right of the Employer, the Employer shall have the right to (a) seek an injunction or other equitable relief in any court of competent jurisdiction to restrain any such breach or threatened breach, and (b) to claim and recover from the Employee or Contractor liquidated damages in the amount of $10,000 plus a reasonable estimate of the Employer's lost profits resulting from such breach, which the Employee or Contractor acknowledges as representing a reasonable attempt to pre-estimate a fair compensation for the losses that might result from such breach. The parties agree that this amount is not a penalty, but rather a reasonable amount of liquidated damages given the circumstances existing at the time of this Agreement. Notwithstanding the foregoing, if a court of competent jurisdiction determines that the liquidated damages provision is unenforceable, the Employer shall be entitled to claim actual damages, and to the extent permitted by law, the Employee or Contractor shall be responsible for the payment of all reasonable attorneys' fees and costs incurred by the Employer in enforcing the terms of this Agreement, including demonstrating the existence of a breach and any other contract enforcement efforts.

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 or Contractor may not assign this Agreement or any part hereof. Any purported assignment by the Employee or Contractor shall be null and void from the initial date of the purported assignment.

Attorneys' Fees: If the Employee or Contractor breaches any of the terms of the restrictive covenant obligations in this Agreement, to the extent authorized by state law, the Employee or Contractor 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 or Contractor and Employer with any modification to become a part of and treated as though originally set forth in this Agreement.

Carolina Pintos Therapy, PLLC

By Carolina Pintos Miranda

Title: Owner & Lead Therapist

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Timestamp

Audit

January 1, 2022 11:39 am CDT

Non-Competition Uploaded by Carolina Miranda Pintos - [email protected] IP 2600:1700:ca1:8000:fcfd:ce3:75d:7705

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