This Non-Disclosure and Non-Circumvention Agreement (the "Agreement"), is effective as of August 3rd, 2023 (the "Effective Date"), is entered into by and between:
Detailed Maid Services, LLC, a Texas limited liability company doing business as Detail Cleaning Services (hereinafter referred to as the "Disclosing Party"), and Laís Ribeiro Carvalho Carneiro (hereinafter referred to as the "Recipient").
Both together are referred to as the "Parties," and each singularly as a "Party."
WHEREAS, in connection with Recipient's desire to obtain information relating to the business, operations, and activities of the Disclosing Party in connection with Recipient’s position as a member of the Disclosing Party (the "Purpose"), the Recipient desires to receive certain information from the Disclosing Party that is non-public, confidential, or proprietary in nature; and WHEREAS, the Disclosing Party desires to disclose such information to the Recipient, subject to the terms and conditions of this Agreement.
NOW, THEREFORE, in consideration of the mutual covenants, terms, and conditions set forth herein, the Parties agree as follows:
- Confidential Information:
- Definition: "Confidential Information" means all non-public, confidential, or proprietary information disclosed by the Disclosing Party to the Recipient, whether disclosed orally or disclosed or accessed in written, electronic, or other form or media, and whether or not marked, designated, or otherwise identified as "confidential."
- Exclusions: The term "Confidential Information" does not include information that is generally available to the public, obtained from a third party without breach of confidentiality obligations, known by the Recipient prior to disclosure, or independently developed by the Recipient.
- Security and Protection: The Recipient shall implement and maintain appropriate security measures to protect Confidential Information from unauthorized access, disclosure, or use. This includes encryption, firewalls, access controls, regular security audits, and compliance with industry standards.
- Reporting Security Incidents: The Recipient shall promptly notify the Disclosing Party in the event of any actual or suspected security breach or unauthorized access to Confidential Information.
- Use of Secure Networks and Devices: The Recipient agrees to access and use Confidential Information only from secure networks and devices, and to refrain from accessing such information from public or unsecured networks.
- Password Protection: The Recipient shall use strong passwords for accessing any systems or platforms containing Confidential Information and shall not share or disclose passwords to unauthorized parties.
- Recipient Obligations:
The Recipient shall:
- Protect and safeguard the Confidential Information with a degree of care at least as protective as the Recipient's own confidential information.
- Use the Confidential Information solely for the Purpose and related transactions.
- Limit disclosure of Confidential Information to authorized Representatives who are bound by confidentiality obligations.
- Promptly notify the Disclosing Party of any unauthorized disclosure or use of Confidential Information.
- Comply with all applicable data protection laws and regulations in the maintenance and use of Personal Information included in the Confidential Information.
- Refrain from circumventing the Disclosing Party's business relationships for personal gain without written approval.
3. Wire Theft and Cybersecurity:
The Recipient acknowledges and agrees that wire theft, including unauthorized access to computer systems or networks, is strictly prohibited. The Recipient shall not engage in any activities related to wire theft or unauthorized access to computer systems or networks.
- Audit Right:
The Disclosing Party may, upon written request, audit the Recipient's premises to verify compliance with this Agreement.
The Recipient shall defend, indemnify, and hold harmless the Disclosing Party from third-party claims arising from the Recipient's breach of this Agreement.
- Governing Law, Jurisdiction, and Venue:
This Agreement shall be governed by and construed in accordance with the laws of the State of Texas, United States. Any legal proceedings shall be exclusively brought in the federal or state courts of Harris County, Texas. Additionally, the Parties agree that any legal proceedings related to this Agreement that may arise in Brazil shall be brought exclusively in the courts of Uberlândia, MG, Brazil.
Both Parties hereby submit to the exclusive jurisdiction of such courts for the purpose of any such legal proceedings and waive any objections to the laying of venue in such courts. Each Party further agrees that service of process upon the other Party in any action arising out of or related to this Agreement shall be effective if notice is given by registered or certified mail, return receipt requested, to the address provided in this Agreement or at such other address as a Party may provide in writing.
This section is not intended to prevent either Party from seeking injunctive relief in any appropriate jurisdiction with respect to a breach of this Agreement.
The Recipient acknowledges and agrees that embezzlement, misappropriation, or any unauthorized diversion of funds, assets, or resources of the Disclosing Party is strictly prohibited. The Recipient shall not engage in any activities related to embezzlement, misappropriation, or unauthorized diversion of funds, assets, or resources.
In the event that the Disclosing Party has reasonable grounds to suspect that embezzlement, misappropriation, or unauthorized diversion of funds, assets, or resources has occurred or is occurring, the Recipient agrees to fully cooperate with any internal or external investigations conducted by the Disclosing Party or its authorized representatives. Such cooperation may include providing access to financial records, accounts, and related information.
Any violation of this embezzlement provision shall be considered a material breach of this Agreement, and the Disclosing Party shall be entitled to pursue legal remedies available under applicable laws and seek damages, including but not limited to financial restitution for any losses incurred due to the embezzlement or misappropriation.
The Parties further acknowledge that any such violation may result in immediate termination of this Agreement and could also lead to civil and criminal actions under the relevant laws of the applicable jurisdiction.
- Entire Agreement:
This Agreement constitutes the entire understanding between the Parties regarding its subject matter and supersedes any prior agreements.
IN WITNESS WHEREOF, the Parties have executed this Agreement as of the Effective Date.
Detailed Maid Services, LLC