Effective date: 12/16/2022
THIS CONFIDENTIALITY, NON-SOLICIATION, AND NON-COMPETE AGREEMENT is made this same day Employee Agreed to this Agreement, by and between TAG Lending Group, LLC (“Employer”) and the Employee agreeing to this agreement.
WHEREAS, Employer maintains information about clients, potential clients, lenders, financial institutions, real estate agents, real estate brokers, property pricing, loan underwriting, customer and lead details, customer and lead lists, information, and data about the customer and leads business operations and strategies, information about conversion rates, pricing, and services, strategic planning, tactical planning, business methodologies, research, cost data, profit and profitability information and data, business plans, budgets, financial data, the business methodologies of all of the foregoing and other data, as well as its own information and that it deems same confidential and which it has procured and assembled from non-public sources at great expense and with considerable effort and experience (the “Confidential Information”);
WHEREAS, Employer has taken steps to protect the confidentiality and privacy of the foregoing information;
WHEREAS, Employer has a legitimate business interest in the foregoing information and its continued protection from disclosure or use to or by competitors or others engaged in the same or similar lines of business;
WHEREAS, Employer desires to hire Employee and Employee desires to be employed by Employer;
WHEREAS, Employee’s employment will require the use and handling of Employer’s confidential information in the ordinary course of performing Employee’s duties for Employer;
NOW, THEREFORE, in consideration of the mutual promises set forth herein, continued employment by Employer and other good and valuable consideration separate, apart, and distinct from any consideration supporting or given as part of any other contract or agreement by and between the parties hereto, the receipt and sufficiency of which are hereby acknowledged, the parties agree, as follows:
1. Confidentiality. During Employee’s employment, Employer shall grant Employee access to the Confidential Information. Employee acknowledges Employer has taken steps to ensure that the Confidential Information is maintained as confidential and that Employer maintains a legitimate business interest therein, as well as the continued treatment of such information as confidential. Employee acknowledges that Employer’s furnishing of Confidential Information to Employee is made only in the course and for the performance of Employee’s duties as an employee of Employer. Employee acknowledges that the Confidential Information is confidential and proprietary and that Employee shall not retain any copies thereof or disclose it to anyone outside of TAG Lending Group, LLC without Employer’s consent and, then, only in the furtherance of the performance of Employee’s duties for Employer. In the event of Employee’s resignation or termination, Employee shall return forthwith and without demand, all Confidential Information in Employee’s possession, custody, and control to Employer and certify said return in writing.
2. Non-Solicitation. Effective upon the date of the Employee’s resignation or termination, the Employee shall not, for two (2) years (in Florida), directly or indirectly, solicit, cause to solicit, contact, induce, promise, suggest, recruit, lure, hire, or contract with any of the Employer’s employees, independent contractors, officers, directors, members, managers, customers, prospective customers, or leads to leave or discontinue their relationship with the Employer.
Furthermore, the Employee shall not initiate or engage in any relationship—whether personally or through any venture, business, corporation, company, or entity with which the Employee becomes employed, affiliated, or which competes with the Employer in any capacity—using such contacts. This restriction extends to any leads, real estate agents, borrowers, or Market Service Agreements (MSAs) governed by the company or internal lead systems.
3. Non-Compete. For a period of two (2) years (FL) subsequent to Employee’s termination or resignation, Employee shall not, directly or indirectly, whether on Employee’s own or as an owner, shareholder, director, principal, agent, officer, employee, partner, manager, member, consultant, servant, contractor, or otherwise carry on, operate, manage, control, or become involved in any manner with any business, operation, corporation, partnership, company, association, agency or other person or entity that is engaged or operates as its primary line of business that performed by Employer or reasonably similar thereto or which otherwise competes with Employer in any aspect of its business.
4. Legitimate Business Interest. Employee acknowledges and agrees that Employer maintains legitimate business interests in a) preserving the confidentiality of the information gathered and shared by Employer’s customers, prospective customers, lenders, financial institutions, brokers, agents, vendors, suppliers, and leads; b) preserving its own goodwill generated with the foregoing; c) preserving the confidentiality of its business and competitive strategies; d) preserving the confidentiality of the methodologies by which it determines profitability, pricing, and targeted marketing; and e) preserving the confidentiality of the information gathered and maintained as to customers, prospective customers, lenders, financial institutions, brokers, agents, vendors, suppliers, and leads and their marketing campaigns and efforts, the frequency of their contact, the nature, format, and content of their communications, and the pricing for their services. Employee further acknowledges and agrees that the foregoing covenants and restrictions are reasonable and reasonably necessary for the protection and preservation of such legitimate business interests.
5. Remedy. The parties acknowledge that the losses and damages stemming from any material breach of this Agreement would result in irreparable harm to Employer and, further, be impossible to quantify accurately and, therefore, Employer has no adequate remedy at law for enforcement or breach by money damages alone. Accordingly, the parties acknowledge and agree that enforcement by temporary, preliminary, and permanent injunctive relief to restrain any threatened, continued, and/or future violations is warranted, appropriate, and reasonable to meet and protect the Employer’s legitimate business interests. The remedies provided by this provision are non-exclusive and cumulative to all other remedies afforded and available at law or in equity. The parties further agree that any bond imposed to secure an injunction could be financially out of proportion to the Employer’s present and immediate ability to secure and deposit cash in such amount and, accordingly, stipulate and agree that any bond shall not exceed $5,000.00.
6. Independent Consideration. The consideration supporting this Agreement is separate and distinct from that given to make any other contract by and between the parties, including but not limited to any contract for employment.
7. Notice To Subsequent Employers. Should Employee become employed, affiliated, hired, or contracted by another person or entity, Employee shall deliver a copy of this Agreement to the employer, affiliate, or contracting party.
8. Independent Advice. Employee acknowledges that Employer has advised of the ability to seek and obtain separate and independent legal advice concerning the advisability and consequences of making, entering, and performing this Agreement. Employee, by executing this Agreement, warrants that Employee has sought out such advice or waived the seeking of such advice. In either case, Employee makes this Agreement freely and voluntarily and upon the terms set forth herein.
9. Survivability. The terms of this Agreement shall and are expressly intended to survive Employee’s termination of employment and affiliation with Employer.
10. Authority. Each party hereto warrants and represents that it has the authority to make, enter, and perform the terms of this Agreement.
11. 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.
12. 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.
13. Jurisdiction And Venue. In the event of litigation arising from or related to this Settlement Agreement, its enforcement, interpretation, or the 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.
14. Waiver. Any waiver by the parties of a breach 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.
15. Modification or Amendment. No amendment, change, or modification of this Agreement shall be valid unless in writing signed by the parties hereto.
16. Entire Understanding. This document constitutes 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.
17. 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.
18. Counterparts. The parties hereto may execute this Agreement in counterparts, and each such counterpart shall be considered an original, and all such counterparts shall constitute one and the same instrument. The delivery of signatures by e-mail or facsimile shall be deemed valid and bear the same force and effect as if the original signature had been affixed and delivered.
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.
