Non-Compete Agreement *

 

This Agreement when signed below, shall constitute an agreement regarding non-compete, confidential, and proprietary information and trade secrets, hereinafter referred to as “Confidential Information,” relating to the business of Xtreme Hip-HopTM located at 4425 Mayfield Rd. Suite 7, South Euclid, Ohio. 1.) Non-Compete. Recipient shall not directly or indirectly in any manner, represent, provide services or engage in any aspects of business that would be deemed similar in nature to the business of Xtreme Hip-Hop without the express, written consent of Xtreme Hip-Hop. 2.) Circumvention. Recipient shall not circumvent, avoid or bypass Xtreme Hip-Hop directly or indirectly. In the event of circumvention, Xtreme Hip-Hop shall be entitled to a legal monetary penalty equal to the maximum service fee it should have realized from such transactions, including all legal expenses in recovery of such funds. 3.) Confidential Information. Recipient shall not disclose or otherwise reveal, to any third party or any party, any confidential information provided by Xtreme Hip-Hop, particularly that of any practices disclosed to the undersigned during the instructor certification process or subsequent communication to instructors. Confidential information shall mean any and all technical and nontechnical information provided by Xtreme Hip-Hop including but not limited to, training formats, instructional routines, callouts, music, internal processes, marketing or advertising plans, and social media logins and access. Recipient shall not in any manner or form, at any time disclose, reveal, divulge or release, either directly or indirectly, any aforementioned proprietary or confidential information for personal use or for the benefit of any third party and shall at all times endeavor to protect all Confidential Information belonging to Xtreme Hip-Hop. 4.) Time. This Agreement shall be valid for the duration of the time Recipient remains an eligible certified instructor under Xtreme Hip-Hop beginning on the executed date below. In the event the Recipient be deemed an inactive certified instructor under Xtreme Hip-Hop, this Agreement shall remain valid for an additional period of 18 (eighteen) months from the date of dissolution. 5.) Entire Agreement. This Agreement shall be considered a separate and an independent document of which it shall supersede any and all other Agreements, and there are no other assurances or conditions in any other instrument, either oral or written, between the parties hereto. This Agreement may be modified only by a subsequent written agreement signed by both parties. 6.) Severability. In the event any term, condition, or provision of this agreement is deemed or held to be invalid or unenforceable for any reason, those remaining terms, conditions and provisions shall remain valid and enforceable. Should a court of law determine that any term, condition or provision of this Agreement is invalid or unenforceable, then such term, condition and/or provision shall be deemed to be written, construed and enforced as so limited. 7.) Waiver. If either party fails to enforce any provision contained within this Agreement, it shall not be construed as a waiver or limitation of that party’s right to subsequently enforce and compel strict compliance with every provision of this Agreement. 8.) Governing Law. This Agreement is construed pursuant to the current laws of the State of Ohio. Jurisdiction and venue for any claim arising out of this Agreement shall be made in the State of Ohio, in the County of Cuyahoga.