Effective date: 12/16/2022
THIS CONFIDENTIALITY AGREEMENT is made this same day the employee is agreeing to this agreement by and between TAG Lending Group, LLC (“Employer”) and the Employee.
WHEREAS, Employer conducts business throughout the State of Florida (the “Territory”);
WHEREAS, Employer creates and manages information concerning loans, lending practices, financing and financial information for its own account, those of its customers and lending institutions;
WHEREAS, Employer has expended significant effort to identify, develop and maintain the information maintained in and made a part of its sales databases and customer relationship softwares, including but not limited to HubSpot, as well as its proprietary workflows, intake systems and documents;
WHEREAS, the foregoing is private and confidential in many instances by law and as a matter of policy;
WHEREAS, Employer, similarly, deems and holds the same information in trust and confidence for its clients and lending institutions (the “Confidential Information”);
WHEREAS, Employer otherwise seeks to protect the confidentiality of the Confidential Information to maintain its competitive stance and marketplace position;
WHEREAS, Employer has expended significant time, money, and effort to the development of its reputation and creation of goodwill among its principals, customers, clients and within the Territory, generally;
NOW, THEREFORE, in consideration of Employee’s continued employment and other good and valuable consideration, the receipt and sufficiency of which are hereby acknowledged, the parties agree, as follows:
1. Acknowledgment. Employee hereby acknowledges that the Confidential Information and Employer’s goodwill constitute and meet the requirements of legitimate business interests appropriate for protection, as defined in Section 542.335(b), Florida Statutes. Employee acknowledges that Employer will make Employee privy to the Confidential Information in the course of employment and that the disclosure, dissemination, or divulgence of any portion of the Confidential Information would irreparably harm Employer and that there would be no remedy at law adequate to compensate for the loss occasioned thereby.
2. Maintenance of Confidentiality. Employee shall not, during the term of employment or thereafter, disseminate, disclose or divulge to others any part of the Confidential Information. Upon termination of or resignation from employment, Employee shall turn over to Employer all Confidential Information in his possession, as well as all copies thereof, in whatever format and certify in writing that he has not retained any portion of the Confidential Information or copies thereof. Employee hereby certifies that he has no rights or entitlement to any of the Confidential Information, in any format, whether generated prior to or during the course of Employee’s employment and irrespective of whether Employee participated in its development, creation, or maintenance.
3. Remedies. Without limiting Employer’s remedies under law or principles of equity, Employer shall be entitled to the following in the event of threatened or actual breach of this Agreement: a) an injunction to restrain such threatened or actual breach; b) issuance of pre-judgment writs to replevy, attach or recover any of the Confidential Information; and c) any other claim or remedy provided for by law or equity, which shall be cumulative to and not alternative to the injunctive and pre-judgment relief expressed in a) and b) hereof. Any claim, cause of action, demand, or defense of Employee against Employer shall not constitute a defense to or prevent the imposition of the relief provided to Employer herein. Employee acknowledges and agrees that the remedies provided for herein are reasonable and necessary for the protection of Employer’s legitimate business interests, that there would be no adequate remedy at law should Employee retain the Confidential Information, Employer would suffer irreparable harm to its business, goodwill, and reputation, and that an injunction to return the confidential information would serve the public interest.
4. Notice Upon Resignation. Upon resignation or Employee’s securing of alternative employment, Employee shall furnish to Employer his current residential address and that of his new employer.
5. Notice. In the event notice is to be given to any party under this Agreement, it shall be in writing and delivered to:
a. If to Company:
Mr. Anthony Angelillo
335 S Biscayne BLVD Suite 2809
Miami, FL 33131
6. Independent Agreement. This Agreement is independent of any other agreement entered into with Employee and the consideration supporting this Agreement is separate and independent from that supporting any other agreement. The covenants and conditions contained herein are independent and stand alone.
7. Not At Employment Agreement. This Agreement is not one for employment and nothing herein is intended to and shall not create a right or expectation of employment by contract. Absent the existence of a separately formed contract for employment supported by consideration separate and independent from that supporting this Agreement, Employee is and shall remain an employee at will.
8. Survival. The terms of this Agreement shall survive the termination of Employee’s employment, whether by resignation or termination for any reason.
9. Authority. Each party hereto warrants and represents that it has the authority to make, enter, and perform the terms of this Agreement.
10. Successors and Assigns. All of the provisions of this Agreement shall be binding upon and inure to the benefit of the parties hereto and their respective heirs, if any, successors, assigns, and affiliates.
11. Choice of Law. This Agreement shall be governed by the laws of the State of Florida without giving effect to its conflict of laws provisions.
12. Jurisdiction And Venue. In the event of litigation arising from or related to this Agreement, its enforcement, interpretation, or threatened or actual breach, the sole and exclusive jurisdiction for the maintenance of such dispute shall be the Courts situated in Miami-Dade County, Florida. The prevailing party in any such dispute shall be entitled to the recovery of its reasonable attorneys’ fees and costs incurred.
13. Waiver. Any waiver by the parties of a breach or event of non-compliance under this Agreement shall not operate as or be construed to be a waiver of any other breach of such provision, or of a breach of any other provision under this Agreement.
14. Modification or Amendment. No amendment, change or modification of this Agreement shall be valid unless in writing signed by the parties hereto.
15. Entire Understanding. This document and any schedule(s) attached hereto constitute the entire understanding and agreement of the parties, and any and all prior agreements, understandings, and representations are hereby terminated and canceled in their entirety and are of no further force and effect.
16. Unenforceability of Provisions. If any provision of this Agreement, or any portion thereof, is held to be invalid and unenforceable, then the remainder of said provision and all other provisions hereof shall nevertheless remain in full force and effect.
I have read, understand, and acknowledge receipt of the Corporate Credit Policy. I will comply with the guidelines set out in this policy and understand that failure to do so might result in disciplinary action up to termination of employment and potential legal action.
