Effective date: 12/16/2022
THIS AGREEMENT is made upon the same day employee agreed to this agreement by and between TAG Lending Group, LLC (“Company”) and the Employee, (“Outside Party”).
WHEREAS, Company is the owner and holder of certain confidential, proprietary, and intellectual property rights and information (the “Confidential Information”);
WHEREAS, as part of their association, the Company may seek to share or grant the Outside Party some part of the Confidential Information; and
WHEREAS, Company seeks to retain the Confidential Information as confidential and retain all competitive and other advantages and privileges associated with the maintenance of the Confidential Information as confidential;
NOW, THEREFORE, the parties, in consideration of mutual promises made herein and other good and valuable consideration, the receipt and sufficiency of which are hereby acknowledged, do hereby agree, as follows:
1. Confidential Information Definition. For purposes of this Agreement, the term “Confidential Information” means material, information, data and other communications: a) disclosed by Company and/or one of its affiliated corporations, appropriately marked as “Confidential,” “Proprietary” or the like or otherwise discloses in a manner consistent with its proprietary and confidential nature; b) information stored, maintained, generated or used in or in connection with Company’s sales software or other customer relationship software, including but not limited to HubSpot; c) of or concerning Company’s workflows, intake forms and information thereon; c) produced during the course of the working or investigating relationship between Company and Outside Party, which would either give Company’s competitors an advantage or diminish or eliminate Company’s advantages over its competitors or would be competitors; or d) any of the foregoing obtained, generated, used or meant to be used in connection with or for the benefit of Tag Team Nation and/or Tag Lending Group or the program hosted and sponsored by Company and its principals, Damage Control.
2. Non-Disclosure. All of the Company’s Confidential Information
a. Is hereby acknowledged by Outside Party to be of a proprietary nature to, and constitute secrets of significant value to Company;
b. Shall not be copied, used, distributed, disclosed, disseminated, or communicated in any way or form by Outside Party whether or not for its own benefit, to anyone outside or within its own organization, except:
i. on a “need to know” basis to the extent necessary for negotiations, discussions, and consultations with personnel or authorized representatives of the Company;
ii. supplying the Company with products or services at its order;
iii. preparing bids, estimates, and proposals for submission to Company;
iv. preparing reports of research for submission to the Company; and
v. any other purpose that Company may authorize in writing;
c. Shall not be used by Outside Party for any purposes other than those set forth herein, without the express prior written permission of Company.
d. Shall be held by Outside Party in the strictest confidence, and shall be treated by it with the same degree of care to avoid disclosure to any third party as is used with respect to Outside Party’s own information of like importance, or, at a minimum, shall be treated with a reasonable degree of care to avoid any such disclosure. Outside Party shall be liable for the disclosure of Confidential Information if such care is not used. The burden shall be upon Outside Party to show that such care, in fact, was used; and
e. Confidential Information is hereby acknowledged by Outside Party to be the sole and exclusive property of Company and shall be returned to Company (including, without limitation, all materials, documents, drawings, models, apparatus, sketches, designs, specifications, formulations, and/or formulations, encompassing or evidencing same or related thereto, and all copies/formats thereof), within three (3) days after receipt by Outside Party of a written request from Company setting forth the Confidential Information to be returned. Upon receipt of such request, Outside Party shall destroy or erase any Confidential Information in its possession stored or maintained on all media, including computer drives and/or external memory drives.
3. Inapplicability. The obligations set forth in Paragraph 2 hereof shall not apply or shall terminate, with respect to any particular portion of the Company’s Confidential Information which:
a. was in Outside Party’s possession, free of any obligation of confidence, prior to receipt from Company, as proven by Outside Party’s written records; provided, however, that Outside Party immediately informs Company, in writing, to establish its prior possession;
b. is already in the public domain at the time Company communicates it to Outside Party, or becomes available to the public through no breach of this Agreement by Outside Party;
c. is received independently from a third-party free to disclose such information to Outside Party;
d. is developed by Outside Party, independently of and without reference to any Confidential Information of Company or any other information that Company has disclosed in confidence to any third-party, as proven by Outside Party’s written records;
e. is disclosed by Outside Party to a third-party, with the express prior written permission of Company; or
f. is disclosed by Outside Party in order to satisfy any legal requirement of any competent government body; provided, however, that immediately upon Outside Party’s receipt of any such request, Outside Party shall first advise Company of same before making any disclosure to the such body, so that Company may either interpose an objection to such disclosure before such body, or take action to assure confidential handling of the Confidential Information by such body, or take other action to protect the Confidential Information which Company deems appropriate under the circumstances.
4. Non-Circumvention. Outside Party shall not engage in direct communications, negotiations or engage in any contract or business venture, or operation with any person or entity disclosed by Company under this Agreement in circumvention of the obligations created hereunder or as a result thereof.
5. Injunctive Relief. The parties hereby acknowledge that the disclosure of any part of the Confidential Information would irreparably harm the Company and there would be no precise means to measure the injury to be visited on the Company in the event of a disclosure made in violation of this Agreement. Accordingly, in the event of a breach of this Agreement by the Outside Party, the parties acknowledge and agree that immediate, temporary injunctive relief to restrain the use and dissemination of confidential information is warranted. The parties further agree that this obligation shall survive any expiration, lapse, or termination of the license granted hereunder.
6. No Obligation Of Disclosure. Nothing contained in this Agreement shall be construed as obligating Company to disclose any particular information to Outside Party.
7. No Conveyance. Nothing contained in this Agreement shall be construed as granting to or conferring on Outside Party, expressly or impliedly, any rights, by license or otherwise, to the Confidential Information of Company or any other material, information or data, or any invention, discovery, improvement or product conceived, made or acquired prior to, on or after the date of this Agreement.
8. Effective Date. This Agreement shall become effective upon the day and year first written and shall remain in effect until terminated in writing by either party. Notwithstanding any such termination, the rights and obligations with respect to the disclosure of Confidential Information set forth herein shall survive the termination of this Agreement.
9. No Media Release. Outside Party further agrees that it shall not, without the prior written consent of Company, make any news release, public announcement, or denial or confirmation of all or any part of the discussions or negotiations, or in any manner advertise or publish the fact that the parties have entered into discussions or negotiations with each other, or disclose any details connected with such discussions or negotiations to any third-party, including any disclosure with respect to this Agreement, the negotiations culminating herein, or any phase of any program hereunder.
10. No Waiver. No term or provision of this Agreement shall be deemed waived, and no breach excused unless such waiver or consent shall be in writing and signed by the party claimed to have waived or consented. Any consent by any party to, or waiver of, a breach by the other, whether express or implied, shall not constitute a consent to waiver of, or be cause for, any other, different, or subsequent breach.
11. Notice. In the event any notice under the agreement is made, it shall be delivered to:
As to Company:
Anthony Angelillo
335 S Biscayne Blvd Suite 2809
Miami, FL 33131
With a copy to:
c/o Kai E. Jacobs, Esq.
kj@sfblg.com
2222 Ponce de Leon Boulevard, Suite 300
Coral Gables, Florida 33134
Notice is effectively made either by e-mail or use of certified mail or private express carrier. Notice deemed to be made in the case of e-mail upon its transmission. Notice by mail is deemed effective as of the date of delivery as demonstrated by that showing on the face of the return receipt or delivery receipt.
12. Amendment. This agreement may only be amended in writing and signed by the parties hereto.
13. Merger. This agreement is the full, final, and complete expression of the parties' intentions, terms, and agreements. All prior
statements and representations are merged herein and no party is relying on any statement made or believed other than that which is expressly contained herein in making and performing this agreement.
14. Authority. All parties hereto warrant represent that they have the requisite authority to make, enter, and perform this agreement.
15. Governing law. The laws of the State of Florida govern the interpretation, enforcement, and meaning of the terms set forth in this agreement, any conflicts of laws principles notwithstanding.
16. Forum And Venue. In the event of any litigation arising from or related to this agreement, such action shall be brought and maintained solely and exclusively in the courts situated in Miami-Dade County, Florida.
17. Attorneys’ fees. In the event of any litigation arising from or related to this agreement, the prevailing party shall be entitled to the recovery of its attorneys’ fees.
18. Non-waiver. Any waiver of a breach by any party hereto shall not operate or be construed as a waiver of any other subsequent breach by the same or any other party.
19. Unenforceability. In the event, any provision hereof is found by a court of law to be unenforceable, all other provisions hereof shall remain in the fullest force and effect permitted thereof by the law.
20. 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, facsimile, or other electronic means shall be deemed valid and bear the same force and effect as if the original signature had been affixed or 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.
