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W2 - Confidentiality IP NonSolicitation

Carolina Pintos

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W2 - Confidentiality IP NonSolicitation

Carolina Pintos Therapy, PLLC
11777 Katy Freeway, Suite 260 South, Houston, TX 77079
5 Grogans Park, Suite 107, Spring, TX 77380

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 date of Employee’s signature.

  1. Consideration; At-Will Employment. In exchange for Employee’s obligations in this Agreement, the Company promises to provide, and to continue providing, Employee with access to its Confidential Information, proprietary methods and training, and patient and referral relationships, which it would not provide absent this Agreement. Employee’s continued employment alone is not the consideration for this Agreement. Nothing in this Agreement guarantees employment for any period; Employee’s employment remains at-will.
  2. Confidential Information. Employee acknowledges access to the Company’s confidential and proprietary information, including patient and client identities and records, doctor, surgeon, and referral relationships, treatment protocols and post-operative methodologies, training systems and materials, pricing, financial data, marketing, and operational systems (“Confidential Information”). Employee will not use or disclose Confidential Information except to perform authorized services for the Company, during or after employment, and will handle all patient information in accordance with HIPAA and applicable law.
  3. Ownership; Intellectual Property. All Confidential Information and all work, materials, content, methods, and improvements created by Employee that relate to the Company’s business or are made using Company resources are the exclusive property of the Company and are assigned to the Company. Any modification, improvement, variation, or derivative work of the Company’s protocols, methods, or systems — whenever created — is likewise the Company’s property. After employment ends, Employee will not use, replicate, or adapt the Company’s proprietary methods, protocols, systems, or materials in any competing or similar business. Employee acquires no ownership in the Company’s relationships, goodwill, or proprietary assets.
  4. Non-Solicitation of Patients and Referral Sources. During employment and for twelve (12) months afterward, Employee will not, directly or indirectly, solicit, divert, or provide competing services to any patient, client, doctor, surgeon, or referral source that Employee served, contacted, or learned of through the Company.
  5. No End-Run Through Referral Partners. During the same twelve (12)-month period, Employee will not accept engagement or employment with any patient, doctor, surgeon, or referral partner of the Company — where that relationship was known to Employee through the Company — for the purpose of providing the same or substantially similar services Employee provided for the Company. This Section does not restrict work for persons or businesses unconnected to the Company’s relationships.
  6. Non-Solicitation of Personnel. During employment and for twelve (12) months afterward, Employee will not solicit, recruit, or induce any employee or contractor of the Company to end their relationship with the Company.
  7. Non-Circumvention. Employee will not use Company relationships to bypass the Company and establish independent or competing arrangements with the Company’s patients, clients, doctors, or referral sources, whether directly or through a third party, regardless of which party initiates contact.
  8. Social Media and Digital Conduct. Employee will not use social media, messaging platforms, websites, e-mail, or any digital channel to target, market to, or convert patients, clients, doctors, or referral sources known through the Company into clients, customers, or followers of any independent or competing business, during or after employment. Upon the Company’s reasonable request following the end of employment, Employee will remove Company-derived patient and referral contacts from marketing lists and business platforms and confirm in writing. Ordinary personal social connections are not restricted.
  9. Non-Disparagement. Employee will not make public statements intended to disparage the Company, its owners, staff, or services. Nothing in this Section or this Agreement prevents truthful statements in legal proceedings, statements required by law, or activity protected by law.
  10. Return of Property. Upon the end of employment or on request, Employee will return all Company property, records, patient information, materials, and access credentials, in any form, and retain no copies.
  11. Remedies. Employee agrees that a breach would cause irreparable harm for which money alone may be inadequate, and that the Company may seek injunctive relief — without the requirement of posting bond, to the extent permitted by law — in addition to actual damages. The Company may recover its reasonable attorney’s fees and costs incurred in enforcing this Agreement. Any monetary remedy is intended to reflect actual or reasonably estimated damages and not a penalty.
  12. Permitted Disclosures. Nothing in this Agreement limits Employee from making disclosures required by law or valid legal process, limited to what is required, or from engaging in activity protected by law.
  13. 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.
  14. Reformation and Severability. If any provision is found unenforceable, a court is intended to reform and enforce it to the maximum extent permitted by law; reformation is preferred over invalidation, and remaining provisions stay in effect.
  15. Governing Law; Venue. This Agreement is governed by Texas law, with venue in Harris County, Texas.
  16. Relationship to Non-Competition Agreement; Survival; Entire Agreement. This Agreement supplements, and does not replace, any Non-Competition Agreement Employee has signed, which is a separate agreement governed by its own terms. Confidentiality and intellectual-property obligations survive the end of employment indefinitely; the time-limited covenants survive for their stated periods. This Agreement is the entire agreement on its subject matter, may be amended only in writing, and may be signed electronically.

ACCEPTANCE

By signing below, Employee acknowledges that Employee has read, understands, and voluntarily agrees to this Agreement, and has had the opportunity to consult an advisor or attorney of Employee’s choosing.

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W2 - Confidentiality IP NonSolicitation

Carolina Pintos

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