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Non-Competition for Influencer/Content Creator

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 on behalf of itself, its current, past, and future subsidiaries and other corporate affiliates, and its successors and assigns (the “Company”), and the social media influencer or content creator (the "Contractor"), as of the date of execution of this Agreement (the “Effective Date”).

The main goal of this agreement is to state explicitly that the Contractor is prohibited from engaging in any activity that competes with or infringes upon the social media marketing services and content creation services provided by the Company. This includes, but is not limited to, creating, advising, or contributing to social media marketing content or vlogs on platforms such as YouTube, Instagram, Facebook, TikTok, Snapchat, LinkedIn and/or any other social media platform for companies that are direct competitors of the Company. This encompasses activities in the realms of digital content creation, online marketing, Contractor's collaborations, and any other forms of engagement that directly compete with the services offered by the Company in the social media marketing and online content creation sectors.

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

Their role provides access to and knowledge of Confidential Information, placing them in a position of trust and confidence with the Company.
The services provided to the Company are unique and of special commercial value.
The Company’s reservation of these services for its exclusive use is critically important for its competitive edge.
The terms of this Agreement are reasonable and necessary to protect the Company’s legitimate business interests.
They can earn a living without violating this Agreement.
They have the right to consult with counsel before signing this Agreement.

Non-Competition: During your contract period with the Company and for one (1) year following its conclusion, whether the contract ends by termination or completion, you are expressly prohibited from engaging in any activities related to social media marketing, content creation, or Contractor work on platforms such as but not limited to YouTube, Instagram, Facebook, TikTok, Snapchat, and LinkedIn, for any entity that directly competes with the Company. In addition, for the same one-year period post-contract, you shall not undertake consultancy, advisory, or any similar role with any direct competitor of the Company in any capacity that mirrors or competes with the scope of services you provided to the Company, without securing prior written consent from the Company. This agreement is designed to safeguard the Company's proprietary interests and market position, while respecting your future opportunities as a consultant in the industry.

This restriction applies globally, recognizing the potential worldwide reach and influence of social media content. "Prohibited Activity" includes any activity where you use your knowledge, skills, or contacts gained at the Company in a similar role for any entity engaged in the same or similar business as ours, especially in social media marketing and online content creation. This also includes activities that could lead to the disclosure or misuse of our trade secrets, proprietary information, or confidential data related to our social media strategies and operations.

It's essential to highlight that this non-compete clause is specifically directed at preventing collaboration with direct competitors in the social media realm, ensuring that our company's unique market position and competitive advantages are preserved.

Remedies: In the event of a breach or threatened breach by the Contractor of any of the provisions of this Agreement, the 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 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 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 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 Contractor may not assign this Agreement or any part hereof. Any purported assignment by the Contractor shall be null and void from the initial date of the purported assignment.

Attorneys' Fees: If the Contractor breaches any of the terms of the restrictive covenant obligations in this Agreement, to the extent authorized by state law, the 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 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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December 19, 2023 8:46 am CST

Non-Competition for Influencer/Content Creator Uploaded by Carolina Miranda Pintos - [email protected] IP 2600:1700:ca1:8000:7906:2d23:311b:101e