Confidentiality, Non-Solicitation, and IP Assignment

In consideration for me being retained as an independent contractor by NoveLaboratori, LLC d/b/a Nine Labs (“Nine Labs”), I agree as follows:

  1. Not Bound by Other Restrictive Covenants. I represent and warrant am not bound by any restrictive covenant that would prevent me from providing services to or working on behalf of Nine Labs.
  2. Nondisclosure of Confidential Information.
    1. Nine Labs’ Confidential Information. When used in this agreement, “Nine Labs’ confidential information” or “confidential information” means all information provided to me by Nine Labs except information that: 1. is made freely available by Nine Labs to its clients generally or is published or otherwise made available to the public through sources entitled to disclose the information; 1. is or becomes known to the public through no fault of my own; 1. is known to me before I receive the information from Nine Labs; or 1. becomes known to me through disclosures by a third party that I reasonably believe in good faith is entitled to disclose it. By way of example and not limitation, Nine Labs’ confidential information includes but is not limited to the identities of Nine Labs’ clients and vendors; the terms of Nine Labs’ agreements with its clients and vendors, including the prices Nine Labs charges its clients; proposals Nine Labs has made to its clients and prospective clients; Nine Labs’ marketing plans and strategies; Nine Labs’ business plans, and financial information relating to Nine Labs’ operations, including Nine Labs’ charging methodologies, billings, revenues, expenses, and profits.
    2. Duty of Confidentiality. Except as Nine Labs may expressly permit in writing or as may be required in the normal conduct of my duties providing services to or working on behalf of Nine Labs, I will not use in any way or disclose any of Nine Labs’ confidential information to anyone not employed by Nine Labs. With respect to the portions of Nine Labs’ confidential information that are not trade secrets under applicable law, this duty of confidentiality will expire five years from the date that I last provide services to or work on behalf of Nine Labs. With respect to the portions of Nine Labs’ confidential information that are trade secrets, this duty of confidentiality will apply for as long as the information does not become generally known through legitimate means.
    3. Duties If Legally-Compelled Disclosure Is Sought. If I receive a subpoena or other validly issued administrative or judicial process that requests that I disclose any of Nine Labs’ confidential information, I will—to the extent not prohibited by law—promptly notify Nine Labs and tender to Nine Labs the defense of the demand. If requested by Nine Labs, I will cooperate with and assist Nine Labs (at Nine Labs’ expense) in seeking to have the demand limited, quashed, or extended.
    4. Return and Destruction of Confidential Information. I will return Nine Labs’ confidential information to Nine Labs upon Nine Labs’ request. I will also return Nine Labs’ confidential information to Nine Labs when I stop providing services to or working on behalf of Nine Labs. Also upon Nine Labs’ request or when I stop providing services to or working on behalf of Nine Labs, I will destroy or erase any copies of Nine Labs’ confidential information that is stored on computer hardware or any other storage devices or media that I own or control. I will ensure that the destruction or erasure will conform to a standard no less stringent than the U.S. Department of Defense Standard 5220.22-M for clearing and sanitizing as it may be amended or restated from time to time.
  3. Nonsolicitation of Employees. While I am providing services to or working on behalf of Nine Labs, I will not—either directly or by assisting others—solicit for employment, employ, or retain the services of anyone that is or was employed by Nine Labs during the time I am providing services to or working on behalf of Nine Labs. For the first year after I stop providing services to or working on behalf of Nine Labs I will not—either directly or by assisting others—solicit for employment, employ, or retain the services of anyone that was employed by Nine Labs at any time during the last year that I provided services to or worked on behalf of Nine Labs.
  4. Nonsolicitation of Clients. While I am providing services to or working on behalf of Nine Labs and for the first year thereafter, I will not solicit or attempt to solicit, either directly or by assisting others, any of Nine Labs’ clients or actively sought prospective clients for purposes of providing products or services that are competitive with those provided by Nine Labs. This provision will apply only to Nine Labs’ clients or actively sought prospective clients with whom I will have had material contact during my time providing services to or working on behalf of Nine Labs.
  5. Intellectual Property.
    1. Works Made For Hire. The creative results of my work for Nine Labs will be considered to be “works made for hire” and will be wholly owned by Nine Labs upon creation. To the extent that any element created by me does not constitute a work made for hire under applicable law, I assign all elements that I create to Nine Labs. I also waive any so-called “moral” rights or author’s similar rights, including any right to restrict Nine Labs from changing any of the material that I create for Nine Labs, and any rights to attribution or credit.
    2. Intellectual-Property Assignment. All rights that I may have in any designs or inventions that in any way relate to my work for Nine Labs that I create while providing services to or working on behalf of Nine Labs (whether or not created while I am actually providing services to or working on behalf of Nine Labs), or during the first year after I am no longer providing services to or working on behalf of Nine Labs, will automatically be assigned to Nine Labs upon creation.
    3. Cooperation. I will sign all documents in the future that are necessary to give full effect to this section of this agreement.
  6. Nine Labs’ Right to an Injunction. The restrictions in this agreement are necessary to protect Nine Labs. If I fail to abide by any of the restrictions in this agreement, I will cause irreparable damage to Nine Labs. Thus, if I fail to abide by any of the restrictions or if I threaten to breach any of the restrictions, Nine Labs may, without giving me advance notice, apply to any court of competent jurisdiction for an order enjoining me from breaching the restrictions. Nine Labs’ right to apply for an injunction is in addition to (and not instead of) any other legal or equitable remedies to which it may be entitled.
  7. Waiver and Survival. If at any time Nine Labs does not insist that I strictly comply with any provision of this agreement, that will not waive Nine Labs’ right to require that I strictly comply with that provision, or any other provision, in the future.
  8. Changes Must Be Made in Writing. Any changes to the terms of this agreement must be made in writing.
  9. Ambiguities. If there is any ambiguity in this agreement, it must not be construed against Nine Labs by virtue it having drafted this agreement.
  10. Blue-Penciling & Severability. If any portion of Sections 4 of this agreement is held by a court of competent jurisdiction to be unenforceable for any reason, the court should interpret the affected section in accordance with O.C.G.A. §§ 13-8-53 & -54 and enforce it to the maximum extent the court considers enforceable. If any other section of this agreement is for any reason held to be unenforceable, the rest of the agreement will remain fully enforceable.
  11. Applicable Law. This agreement will be governed by the laws of the State of Georgia without regard to its conflict of law rules.
  12. Jurisdiction and Venue for Disputes. Any legal action or proceeding arising out of or relating to this agreement must be brought in the Superior, State, or Magistrate Court of Fulton County, Georgia, or the Atlanta Division of the United States District Court for the Northern District of Georgia. Both Nine Labs and I consent to the personal jurisdiction of these courts and waive any claim or defense based on any alleged lack of jurisdiction, improper venue, forum non conveniens, or any similar basis.
  13. Headings. The headings of the sections of this agreement have been included for convenience or reference and must not be construed to limit or otherwise affect the meaning of the terms of this agreement.