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  NON DISCLOSURE AGREEMENT  
  THE ENG GROUP, LLC  
  TRADE SECRETS  
  WWW.THE-ENG-GROUP.COM  

Please complete and e-mail back or fax 305-393.8111

Non Disclosure Confidentiality Agreement

 Completing this Non-Disclosure does not mean that you have bought the TEG/GHE (COMPANY) franchises, concept or services. This is not and do not represent a financial commitment. In our discussions, letters, emails, fax, documentations and meetings, with customers and employees, TEG shall be releasing installation, operation and marketing information, along with intellectual property and therefore, require that you fill this form to protect our proprietary information.
COMPANY / EMPLOYEE:___________________________________________________ (Hereinafter called the “Recipient”)
ADDRESS:______________________________________________________________
PHONE (______) - ______________ E-mail_____________________________________

The Discloser, THE ENG GRPOUP, LLC (hereinafter named the "Discloser/COMPANY") is company involved in the introductions, operation, development, design, concepts and marketing of businesses opportunities in herein listed areas:

TRADE SECRETS / RESTRICTIVE COVENANT

TRADE SECRETS/RESTRICTIVE COVENANT

1.         (a) Definition.   You acknowledge that certain, knowledge and documents which may be, or now are used by the Company in its possession or control, constitute "Trade Secrets".  "Trade Secrets" shall include, without limitation, any information which is not generally known or readily ascertainable which, (i)  Is, or is designed to be used in the business of the Company or results  from its research or development activities;  (ii) Is private or proprietary in that it is not generally known or available to the public; and/or  (iii) Gives you an opportunity to obtain an advantage over competitors who do not know or use it;  (iv) Customer lists, records or potential persons or entities which may become customers of the Company.  (v)  Any information, including a compilation, program, method, technique or process that you may derive.  Independent economic value from actual or potential.  (vi)  Information as defined in Florida Statute 688.002 (4) (a) and (b).

             TRADE SECRET may be expressly labeled by the Company as a "Confidential Information" or it may be found in various forms such as, but not necessarily limited to, the following:  customer lists, sources of supply, cost, records, sales and production data, books of account, commission schedules, methods of operation, formulas, concepts, drawings, specification or software programs for products, suppliers, customers, actual or potential. You understand that the above list is intended to be illustrative and that other trade secrets, which shall also be held confidential, may currently exist or arise in the future.   In the event that you are in doubt as to whether certain information is a trade secret, you shall treat that information as confidential unless you are notified by the Company in writing to the contrary.

                                    A.         Access to Trade Secrets.    By entering into this Agreement with the Company, you acknowledge being given access to Trade Secrets as above defined.  You recognize that in the course of your employment OR SERVICE CONTRACT, the evaluation of the business opportunity presented you will obtain knowledge of such documents and materials containing or consisting of Trade Secrets.  Further, you acknowledge that the Company has a legitimate interest in protecting all Trade Secrets against all unauthorized disclosure.  You further recognize that all such Trade Secrets owned by the Company shall be and remain the property of the Company.

B.                   Non-Disclosure.   You hereby agree not to disclose, directly or indirectly, during or following the termination of this Agreement with the Company whether terminated with or without cause, any Trade Secret disclosed to, or obtained or learned by you in whole or in part to any firm, person, corporation or other entity whatsoever without the express written authorization of the Company to do so.  You further agree that, except as your evaluation necessitates, you will not remove or cause or aid in the removal from your immediate possession any of the following which is related to the Trade Secrets disclosed: (i)  documents or papers of any type, or (ii) photographs of any type, or (iii) computerized information of any type. You acknowledge that any methods, developments and/or improvements  ("Improvements") along the lines of business of the Company which you make or conceive after this disclosure, shall be and remain the exclusive property of the Company.

2.                                                  2.         You acknowledge that in view of the confidential and secret nature of the information contemplated to be disclosed to you and the difficulty of separating your general business and technical knowledge from the information learned due to the disclosure of the Trade and Confidential Information disclosed to you by the Company, you agree that for a period of one year after the termination of employment OR SERVICE CONTRACT under the terms of this Agreement regardless of cause either voluntarily or involuntarily:

a.                   You will not solicit, accept or divert business from, or attempt to Convert to other methods of using the same or similar products or services provided by the Company to any person or company or entity whatsoever that has been a customer or potential customer of the Company for a period of one (1) year in Dade or Broward County, Florida; or

b.                  You will not directly or indirectly solicit hire or encourage to leave a  business relationship any person associated with the Company or attempt to persuade or induce any employee or vendor or distributor of the Company's products or services to terminate or refrain from renewing or extending employment, contractual obligation or business relationship  with the Company for a period of one (1) year from the termination of your employment in Dade or Broward County, Florida.

c.                   You will not directly or indirectly engage in any activity, whether as owner, shareholder, partner, director, officer, representative, consultant, employee or otherwise on behalf of any enterprise in competition with the Company in providing the products or services the Company within the geographic trading area of the Company of Dade and Broward County, Florida for a period of one (1) year.

d.                  You understand that if either the area of restriction or the time period of one (1) year years should be deemed too broad or unreasonable to be enforceable or valid in any jurisdiction, then a time period and an area of geographic restriction reasonable under the circumstances shall be considered a valued restriction.  However, not withstanding the foregoing, you on the date of the execution of this Agreement believe and agree that the restrictions as to geographic area and time are reasonable under the circumstances.

12.       INJUNCTIVE RELIEF.   You acknowledge that your obligations arbitrary, or against public policy hereunder are of a special, unique and of extraordinary nature concerning disclosure of confidential information which give them a peculiar value, the misappropriation or threatened misappropriation of  which cannot be reasonably or adequately compensated in damages and there is a great likelihood the Company shall sustain irreparable harm if your duty of non-disclosure of is breached or threatened to be breached.  You further acknowledge that any breach of or inducement to breach your duty to maintain secrecy or any actual or threatened misappropriation of a trade secret or confidential information herein disclosed as defined by Florida Statute 688 will cause the Company irreparable harm, injury and damage.  The Company therefore shall and you hereby agree and hereby consent that in addition to any other remedies provided by law the Company shall be entitled to the entry of a preliminary and permanent injunction, without the necessity of posting any bond whatsoever by a court of competent jurisdiction restraining you from committing, threatening to commit or continuing to commit any such violation of this Agreement and other appropriate equitable relief for breach or anticipatory breach by you of any of the provisions of this Agreement as said court so further determines.   This paragraph shall not be construed as a waiver of any rights which the Company may have for damages or otherwise.

A.    It is agreed by the parties hereto that if any portion of this covenant not to compete is held to be unreasonable, arbitrary or against public policy, the covenant herein shall be considered divisible for both as to time and geographical area; and each month of the specified period shall be deemed a separate period of time so that the lessor period of time and/or geography shall remain effective so long the same is not unreasonable, arbitrary, or against public policy.

B.         Employee hereby specifically waivers any statutory or other requirements that Employer be required to post a bond or other security in order to obtain or maintain or enforce a temporary or permanent restraining order or injunctive relief.

C.         In the event the Employee desires to violate any part of the covenant not to compete (as may be determined enforceable), then Employee shall pay unto the Employer, its successor and/or it assign(s) immediately the sum of $150,000.00 as agreed and liquidated damages in lieu of injunctive relief that may be available.  The parties hereby recognize that the exact amount of damages Employer would suffer by Employee violating any part of this covenant would be difficult to exactly determine, and the parties recognize said $150,000.00 as reasonable and not as a penalty.  Said damages shall be paid prior to said breach.  In the event said $150,000.00  is not paid prior to said breach, then Employer, its successors and/or assign(s) may seek to obtain injunctive and/or other appropriate relief.

D.      In the event Employer utilizes the services of an attorney to enforce any part of this covenant, including but not limited to, obtaining an injunction, the Employee shall pay all said attorney's fees, court costs and expenses and interest at the maximum rate allowed by law until paid in full.

Further, Employee shall always:

(i)                 Refrain from making derogatory or disparaging remarks

concerning the Employer, its officers, its directors, its employees or their professional competence, orally or in writing, directly or indirectly.

(ii)               Maintain in strictest confidence all information concerning the Employer, its business practices, procedures and list of patients except in the normal course of business.

            Notwithstanding anything to the contrary contained in this Agreement, this restrictive covenant shall survive the termination of this Agreement and Employee's employment with Employer to the extent this restrictive covenant is applicable in accordance with the provisions of this Paragraph 19.

            13.       NOTICES.   Any notices required or permitted to be given under this Agreement shall be sufficient if in writing and if sent by registered or certified mail to his residence in the case of  Employee, or to its principal office in the case of the Employer.

            IN WITNESS WHEREOF, the parties to this Agreement have caused the same to be executed, and agree thereby to the terms of Schedule "A" which is attached hereto and incorporated herein by specific reference, this _____ day of  _______________ , 2007

Signed, sealed and delivered In the presence of:  THE ENG GROUP, LCC., a  Florida Corporation, Employer

 

________________________            By:__________________________________

Witness:_________________                             TEG (COMPANY) OFFICER

________________________

Witness:_________________

________________________            _____________________________________

Witness:_________________                        Employee / Consultant / Company

________________________           

Witness:_________________

WITNESS WHEREOF, the parties have caused this Understanding of Confidentiality to be executed on the day and year first written bellow.

  Recipient Signature_________________________________________________

(Customers, Contractors & Employees)

PHONE_________________________ E-mail: _________________________________

THIS NON DISCLOSURE UNDERSTANDING OF CONFIDENTIALITY, will be effective this _________ day of ___________________ , 2007

 

TEG (COMPANY) OFFICER: _____________________________________________

A TEG officer will contact you a.s.a.p. Additional information will be provided to you in order to understand our concepts. Maybe a free consulting meeting will take place, in order for you to make a right & informed decision about these business opportunities and if there are right for you and if they meet your expectations.
NON-DISCLOSURE CONFIDENTIAL AGREEMENT
NON-COMPETE AGREEMENT
TRADE SECRETS / RESTRICTIVE COVENANT
(TO BE SIGNED IN CONJUNCTION)


BUSINESS (954) 323.2024 / FAX (305) 393.8111  | E-MAIL


THE ENG GROUP, LLC IS AN INTERNATIONAL DIVISION OF GRUPO HEDI ENGHELBERG   SINCE 1987

THE ENG GROUP and the TEG logo are trademarks of GHE. Designated trademarks and brands are the property of their respective owners. GHE/TEG and www.enghelberg.com / www.the-eng-group.com, disclaim liability for editorial, pictorial, or typographical errors in this web site.

NEITHER THE INFORMATION NOR ANY OPINION EXPRESSED CONSTITUTES A SOLICITATION OF THE PURCHASE OR SALES OF PRODUCTS & SERVICES.NON-DISCLOSURE AGREEMENT

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