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Non-Disclosure Agreement for Influencer/Content Creator

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

This Non-Disclosure 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 primary objective of this Non-Disclosure Agreement is to safeguard the confidentiality and integrity of sensitive information pertaining to Carolina Pintos Therapy, PLLC. This agreement ensures that all proprietary data, strategic insights, marketing plans, trade secrets, and other confidential information disclosed to or accessed by the Contractor during their engagement as a social media influencer/content creator remain strictly confidential. The goal is to protect the Company's competitive edge, operational strategies, and brand identity from unauthorized disclosure or misuse. This agreement covers a broad spectrum of information, ranging from business operations to marketing tactics and creative content strategies, emphasizing the Contractor's duty to maintain discretion and confidentiality in all aspects of their engagement. Moreover, it aims to foster a trusted partnership where sensitive information is handled with the utmost care and professionalism, thereby upholding the reputation and business interests of Carolina Pintos Therapy.

Definition of Confidential Information: For the purposes of this Agreement, "Confidential Information" includes, but is not limited to, any and all data, information, documents, software, technologies, trade secrets, strategies, marketing plans, and other material pertaining to the business of the Disclosing Party, which the Receiving Party may receive or have access to in the course of their engagement.

Obligations and Duties of the Receiving Party:
The Receiving Party agrees to:

Maintain the confidentiality of the Confidential Information and not disclose it to any third party without prior written consent from the Disclosing Party.
Use the Confidential Information solely for the purpose of fulfilling their contractual duties as a social media influencer/content creator for the Disclosing Party.
Take all necessary steps to safeguard the Confidential Information to prevent any unauthorized access, disclosure, or use.

Exclusions from Confidential Information:
Information shall not be deemed Confidential Information if it:

Is or becomes publicly known through no fault of the Receiving Party.
Is in possession of the Receiving Party without restriction in relation to disclosure before the date of receipt from the Disclosing Party.
Is independently developed by the Receiving Party without reference to the Confidential Information.
Is rightfully received from a third party without any obligation of confidentiality.

Term: The obligations of the Receiving Party under this Agreement shall remain in effect for a period of 1 year from the date of disclosure of the Confidential Information.

Violations and Remedies: Any violation of this Agreement may result in legal action to protect the Company's proprietary interests and intellectual property rights. The Company reserves the right to seek injunctive relief, damages, or any other remedies available by law in case of any breach of this Agreement by the Contractor.

Acknowledgment and Agreement: The Contractor acknowledges they have read, understood, and agreed to abide by the terms and conditions of this Agreement as an integral part of their contract with Carolina Pintos Therapy.

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 occur 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.

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December 19, 2023 10:32 am CST

Non-Disclosure Agreement for Influencer/Content Creator Uploaded by Carolina Miranda Pintos - [email protected] IP 2600:1700:ca1:8000:b0b7:f9a4:df85:921d