Confidentiality and Non-compete Agreement Template
Wellosophy™ Corporation Page 3 of 4 Confidentiality Agreement
10.
Governing Law; Forum; Legal Fees: This Agreement shall be governed in all respects by the laws of the
United States of America and by the laws of the State of Florida. Each of the parties irrevocably consents to
the exclusive personal jurisdiction of the federal and state courts located in Florida, as applicable, for any
matter arising out of or relating to this Agreement, except that in actions seeking to enforce any order or any
judgment of such federal or state courts located in Florida, such personal jurisdiction shall be nonexclusive.
The choice of venue shall remain with Company. If a proceeding is commenced to resolve any dispute that
arises between the parties with respect to the matters covered by this Agreement, the prevailing party in
such proceeding shall be entitled to receive its reasonable attorneys’ fees, expert witness fees and
out-of-pocket costs incurred in connection with such proceeding, in addition to any other relief to which
such prevailing party may be entitled.
11.
Arbitration and Equitable Relief
A.
Except as provided in Section (B) below, the Parties agree that any dispute or controversy arising out of,
in relation to, or in connection with this Agreement, or the making, interpretation, construction, perfor-
mance or breach thereof, shall be finally settled by binding arbitration under the then current rules of the
American Arbitration Association by one (1) arbitrator appointed in accordance with such rules. The
arbitrator may grant injunctive or other relief in such dispute or controversy. The decision of the arbi-
trator shall be final, conclusive and binding on the parties to the arbitration. Judgment may be entered
on the arbitrator's decision in any court of competent jurisdiction. The Parties agree that, any provision
of applicable law notwithstanding, they will not request, and the arbitrator shall have no authority to
award, punitive or exemplary damages against any Party. The costs of the arbitration, including admin-
istrative and arbitrator's fees, shall be shared equally by the Parties. Each Party shall bear the cost of its
own attorneys, fees and expert witness fees.
B.
Recipient agrees that it would be impossible or inadequate to measure and calculate Company’s damag-
es from any breach of the covenants set forth in this Agreement. Accordingly, Recipient agrees that if
Recipient breaches the obligations herein, Company has, in addition to any other right or remedy avail-
able, the right to obtain from any court of competent jurisdiction an injunction (temporary, preliminary
or permanent), or other interim, ancillary or conservatory remedy or relief, restraining such breach or
threatened breach and specific performance of any such provision. Recipient further agrees that no
bond or other security shall be required in obtaining such equitable relief and Recipient hereby consents
to the issuance of such injunction and to the ordering of such specific performance.
12.
Severability: If a court of law holds any provision of this Agreement to be illegal, invalid or unenforceable,
(a) that provision shall be deemed amended to achieve an economic effect that is as near as possible to that
provided by the original provision and (b) the legality, validity and enforceability of the remaining provi-
sions of this Agreement shall not be affected.
13.
Waiver; Modification: If Company waives any term, provision or Recipient’s breach of this Agreement,
such waiver shall not be effective unless it is in writing and signed by Company. No such waiver shall con-
stitute a waiver of any other or subsequent breach by Recipient. This Agreement may be modified only if
authorized representatives of both parties consent in writing.
14.
Headings. The headings used in this Agreement are intended solely for the convenience of reference, and
should not in any manner amplify, limit, modify or otherwise be used in the interpretation of any of the pro-
visions of this Agreement.
15.
Counterparts, Facsimile, and Electronic Signatures. This Agreement may be executed in counterparts, each
of which will be deemed an original, but all of which together will constitute one and the same instrument.
Delivery of executed signature pages by electronic or facsimile transmission will constitute effective and
binding execution and delivery of this Agreement.
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