Non-Disclosure for Agencies and Channel Partners

CONFIDENTIAL INFORMATION. The term "Confidential Information" means any information or material which is proprietary to the EmpowerReviews™, whether or not owned or developed by the EmpowerReviews™, which is not generally known other than by the EmpowerReviews™, and which the Recipient may obtain through any direct or indirect contact with the EmpowerReviews™.

A.        "Confidential Information" includes without limitation:

-  Business records and plans

-  Customer lists and records

-  Trade secrets

-  Technical information

-  Products

-  Inventions

-  Product design information

-  Pricing structure

-  Costs

-  Source code and/or object code

-  Copyrights and other intellectual property and other proprietary information.

B.        "Confidential Information" does not include

-  Matters of public knowledge that result from disclosure by the EmpowerReviews™;

-  Information rightfully received by the Recipient from a third party without a duty of confidentiality;

-  Information independently developed by the Recipient;

-  Information disclosed by operation of law;

-  Information disclosed by the Recipient with the prior written consent of the EmpowerReviews™; and any other information that both parties agree in writing is not confidential.

PROTECTION OF CONFIDENTIAL INFORMATION. The Recipient understands and acknowledges that the Confidential Information has been developed or obtained by the EmpowerReviews™ by the investment of significant time, effort and expense, and that the Confidential Information is a valuable, special and unique asset of the EmpowerReviews™ which provides the EmpowerReviews™ with a significant competitive advantage, and needs to be protected from improper disclosure. In consideration for the receipt by the Recipient of the Confidential Information, the Recipient agrees as follows:

NON-COMPETE: As a reseller of EmpowerReviews™ you agree not to compete with our current and potential clients in our CRM system or lead lists. You also agree that any information shared, trade secrets, client information, development details is not to be discussed, shared with anyone outside of EmpowerReviews™ or with unauthorized persons as per EmpowerReviews™ and you understand that this information is to be held in confidence. EmpowerReviews™ reserves the right to modify this agreement at any time. The Recipient will not disclose any Confidential Information to any person or entity without the prior written consent of the EmpowerReviews™.

During Reseller relationship and/or Term of Contract and, for a period of three years thereafter; Recipient will not (directly or indirectly) solicit or persuade, or attempt to solicit or persuade, any clients, employee, recipient, vendor or consultant of EmpowerReviews™. Further, following the culmination, completion or termination of this Agreement, that Recipient shall not directly or indirectly engage in any business that would be considered similar in nature to EmpowerReviews™, its subsidiaries, and any current or former clients and/or customers.  Nor shall Recipient solicit any client, customer, officer, staff or employee for the benefit of himself/herself or a third party that is or may be engaged in a similar business.

NON-CIRCUMVENTION. During the term of this Agreement and for 3 years thereafter, Recipient will not attempt to do business with, or otherwise solicit any business contacts found or otherwise referred by EmpowerReviews™ to Recipient for the purpose of circumventing, the result of which shall be to prevent the EmpowerReviews™ from realizing or recognizing a profit, fees, or otherwise, without the specific written approval of the EmpowerReviews™. If such circumvention shall occur the EmpowerReviews™ shall be entitled to any commissions due pursuant to this Agreement or relating to such transaction.

LIMITED LICENSE TO USE. The Recipient shall not acquire any intellectual property rights under this Agreement except the limited right to use as set forth above. The Recipient acknowledges that, as between the EmpowerReviews™ and the Recipient, the Confidential Information and all related copyrights and other intellectual property rights, are (and at all times will be) the property of the EmpowerReviews™, even if suggestions, comments, and/or ideas made by the Recipient are incorporated into the Confidential Information or related materials during the period of this Agreement.

PRICING. The Recipient agrees that any pricing shared is not to be discussed, shared with anyone outside of EmpowerReviews™ or with an unauthorized persons as per EmpowerReviews™ and you understand that this information is to be held In confidence.

NO COPYING/MODIFYING. The Recipient will not copy or modify any Confidential Information without the prior written consent of the EmpowerReviews™.

UNAUTHORIZED USE. The Recipient shall promptly advise the EmpowerReviews™ if the Recipient becomes aware of any possible unauthorized disclosure or use of the Confidential Information.

RETURN OF CONFIDENTIAL INFORMATION. Upon the written request of the EmpowerReviews™, the Recipient shall return to the EmpowerReviews™ all written materials containing the Confidential Information. The Recipient shall also deliver to the EmpowerReviews™ written statements signed by the Recipient certifying that all materials have been returned within five (5) days of receipt of the request.

GENERAL PROVISIONS. This Agreement sets forth the entire understanding of the parties regarding confidentiality. The obligations of confidentiality shall survive 3 years from the date of disclosure of the Confidential Information. Any amendments must be in writing and signed by both parties. This Agreement shall be construed under the laws of the State of Florida. This Agreement shall not be assignable by either party. Neither party may delegate its duties under this Agreement without the prior written consent of the other party. The confidentiality provisions of this Agreement shall remain in full force and effect at all times after the effective date of this Agreement.

ENTIRE AGREEMENT: This Agreement contains the entire agreement of the parties regarding the subject matter of this Agreement, and there are no other promises or conditions in any other agreement whether oral or written.

SEVERABILITY: The parties have attempted to limit the non-complete provision so that it applies only to the extent necessary to protect legitimate business and property interests.  If any provision of this Agreement shall be held to be invalid or unenforceable for any reason, the remaining provisions shall continue to be valid and enforceable.  If a court finds that any provision of this Agreement is invalid or enforceable, but that by limiting such provision it would become valid and enforceable, then such provision shall be deemed to be written, construed and enforced as so limited. If any provision of this Agreement is held to be invalid, illegal or unenforceable, the remaining portions of this Agreement shall remain in full force and effect and construed so as to best effectuate the original intent and purpose of this Agreement.

INJUNCTION: It is agreed that if Recipient violates the terms of this Agreement irreparable harm will occur, and money damages will be insufficient to compensate EmpowerReviews™, Therefore, EmpowerReviews™ will be entitled to seek injunctive relief to enforce the terms of this Agreement.  EmpowerReviews™ shall have the right to collect from Recipient all reasonable costs and necessary disbursements and attorneys’ fees incurred in enforcing this Agreement.

APPLICABLE LAW: This Agreement shall be governed by the laws of the State of Florida.

CONFLICT RESOLUTION: In the event of a dispute between the parties, the parties hereby agree to use the Palm Beach County Florida Courts as the venue.

BY SIGNING THIS AGREEMENT, you acknowledge the terms described in this Agreement including addendums, together with the non-disclosure agreement, sets for the entire understanding between us and supersedes and prior representations, whether written or oral; there are no term, conditions, representations, warranties or covenants other than those contained herein. No term or condition of this Agreement or the non-disclosure agreement may be amended, waived, released, discharged or modified except in writing, signed by you and an authorized officer of EmpowerReviews™, except that EmpowerReviews™ may at its sole discretion adjust pricing and process.