DYNAMIC GROWTH SOLUTIONS
A Drayco Business Ventures Inc. Company
NON-DISCLOSURE AND CONFIDENTIALITY AGREEMENT
AGREEMENT DATE:
This agreement is entered into as of the last signature date.
This Non-Disclosure and Confidentiality Agreement (hereinafter “Agreement“) is entered into by and between:
Disclosing Party / Employer: Dynamic Growth Solutions, a company of Global Business Services Inc., with its principal place of business at [Address], hereinafter referred to as “the Company” or “DGS“.
Represented by: Andre Desautel, C.S.M.P., Chief Executive Officer.
Receiving Party / Employee or Contractor: [Name], [Legal Status], addressed at [Address], hereinafter referred to as “Recipient” or “Receiving Party“.
WHEREAS, the Company is engaged in business growth consulting, strategic planning, sales development, operations management, and related professional services (collectively, the “Business”); and
WHEREAS, in the course of the Receiving Party’s employment or engagement with the Company, the Receiving Party will receive, have access to, or otherwise be exposed to Confidential Information (as defined below) belonging to the Company and its clients;
NOW, THEREFORE, in consideration of the mutual covenants and agreements contained herein, and other good and valuable consideration, the receipt and sufficiency of which are hereby acknowledged, the parties agree as follows:
1. DEFINITIONS
1.1 Confidential Information
For purposes of this Agreement, “Confidential Information” means any and all non-public information, whether written, oral, electronic, or in any other form, that is disclosed by or on behalf of the Company to the Receiving Party, or that the Receiving Party receives, observes, or develops in connection with the Receiving Party’s work for the Company, including without limitation:
- Business strategies, growth plans, marketing, and operational methods;
- Client, customer, and prospect lists, contact information, project details, and all other specific data;
- Financial information, including pricing, profit margins, fee schedules, revenue data, and other budgets and cost information;
- Proprietary software, tools, processes, templates, models, and other intellectual property developed by the Company;
- Technical information, specifications, inventions, architecture, and data, and human resources records;
- Vendor, supplier, and partner relationships and terms;
- Software data, systems (CRM, etc.), marketing data, and technology infrastructure;
- Any information designated as confidential or proprietary, or that a reasonable person would understand to be confidential given its nature and the circumstances of disclosure.
1.2 Exclusions
Confidential Information does not include information that: (a) is or becomes publicly known through no breach of this Agreement by the Receiving Party; (b) was rightfully known by the Receiving Party before disclosure by the Company without restriction; (c) is independently developed by the Receiving Party without use of or reference to the Confidential Information; or (d) is required to be disclosed by applicable law or court order, provided the Receiving Party gives the Company prompt written notice prior to such disclosure and cooperates with the Company in seeking a protective order.
2. OBLIGATIONS OF THE RECEIVING PARTY
2.1 Non-Disclosure
The Receiving Party agrees to keep all Confidential Information in strict confidence and shall not, directly or indirectly, disclose, publish, distribute, transmit, or otherwise make such information available to any third party without the prior written consent of the Company’s Chief Executive Officer.
2.2 Limited Use
The Receiving Party agrees to use the Confidential Information solely and exclusively for the purpose of performing their professional duties and services for the Company and for no other purpose whatsoever.
2.3 Standard of Care
The Receiving Party shall protect the Confidential Information using at least the same degree of care the Receiving Party uses to protect their own confidential information, and in no event, less than reasonable care. The Receiving Party shall implement appropriate technical and organizational measures to prevent unauthorized access to or disclosure of Confidential Information.
2.4 Authorized Disclosure
The Receiving Party may disclose Confidential Information only to those employees, contractors, or agents of the Company who: (a) have a legitimate need to know such information for the purposes of this Agreement; and (b) are bound by confidentiality obligations at least as protective as those set forth herein.
2.5 Notice of Unauthorized Disclosure
The Receiving Party shall promptly notify the Company in writing upon becoming aware of any actual, suspected, or threatened unauthorized use, disclosure, or access to any Confidential Information. The Receiving Party shall cooperate fully with the Company in investigating and remedying any such breach.
3. INTELLECTUAL PROPERTY & WORK PRODUCT
3.1 Ownership of Work Product
All work product, deliverables, inventions, improvements, discoveries, writings, designs, strategies, reports, frameworks, tools, and other materials conceived, created, developed, or reduced to practice by the Receiving Party, individually or jointly with others, during and in connection with the Receiving Party’s engagement or employment with the Company (collectively, “Work Product”) shall be the sole and exclusive property of Dynamic Growth Solutions and Global Business Services Inc.
3.2 Assignment
The Receiving Party hereby irrevocably assigns to the Company all rights, title, and interest in and to all Work Product, including all intellectual property rights therein. The Receiving Party agrees to execute any documents and take any further actions reasonably requested by the Company to perfect, record, or enforce the Company’s rights in Work Product.
3.3 Moral Rights
To the extent permitted by applicable law, the Receiving Party waives any and all moral rights, rights of attribution, and similar rights in and to the Work Product.
4. NON-SOLICITATION & NON-COMPETITION
4.1 Non-Solicitation of Clients
During the Receiving Party’s employment or engagement with the Company and for a period of two (2) years following termination thereof for any reason, the Receiving Party shall not, directly or indirectly, solicit, contact, approach, or accept business from any client, customer, or prospective client of the Company with whom the Receiving Party had material contact or about whom the Receiving Party received Confidential Information during the Receiving Party’s engagement with the Company, for the purpose of providing services competitive with those offered by Dynamic Growth Solutions or Global Business Services Inc.
4.2 Non-Solicitation of Employees
During the Receiving Party’s employment or engagement and for two (2) years following termination, the Receiving Party shall not, directly or indirectly, recruit, hire, solicit, or induce any employee, contractor, or consultant of the Company to terminate their relationship with the Company.
4.3 Non-Competition
During the Receiving Party’s employment or engagement and for one (1) year following termination, the Receiving Party shall not, within the geographic area(s) in which the Company operates, conduct business, engage in activities, provide services, accept work, or be employed by any business that competes directly with the core services offering of Dynamic Growth Solutions, without the prior written consent of the CEO.
4.4 Reasonable Restrictions
The Receiving Party acknowledges that the duration, geographic scope, and subject matter of the restrictions in this Section are reasonable and necessary to protect the legitimate business interests of the Company, including its Confidential Information, client relationships, and goodwill.
5. RETURN OR DESTRUCTION OF CONFIDENTIAL INFORMATION
Upon termination of employment or engagement, or upon written request by the Company at any time, the Receiving Party shall promptly:
- Return to the Company all tangible materials containing Confidential Information, including documents, files, notes, reports, and electronic media;
- Permanently delete and destroy all electronic copies of Confidential Information from all personal devices, cloud storage accounts, and other repositories;
- Certify in writing to the Company that all such materials have been returned or destroyed.
6. TERM & DURATION
This Agreement shall become effective upon the date of signing and shall remain in full force and effect for as long as the Receiving Party is employed or engaged by the Company and shall survive termination of such employment or engagement for a period of five (5) years, or for as long as the Confidential Information remains a trade secret under applicable law, whichever is longer.
7. REMEDIES
7.1 Injunction Relief
The Receiving Party acknowledges that any breach of this Agreement may cause immediate and irreparable harm to the Company for which monetary damages would be inadequate. Accordingly, the Company shall be entitled to seek injunctive relief, specific performance, and other equitable remedies, without the requirement of posting bond or proving actual damages, in addition to any other legal remedies available.
7.2 Indemnification
The Receiving Party agrees to indemnify, defend, and hold harmless the Company, its affiliates, officers, directors, employees, and agents from and against any and all claims, damages, losses, costs, and expenses (including reasonable attorneys’ fees) arising out of or related to a breach or threatened breach of this Agreement by the Receiving Party.
8. GOVERNING LAW & DISPUTE RESOLUTION
This Agreement shall be governed by and construed in accordance with the laws of the State of [State], without regard to its conflict of laws principles. Any dispute arising out of or relating to this Agreement shall first be submitted to good faith mediation. If mediation fails to resolve the dispute within thirty (30) days, the parties agree to submit the matter to binding arbitration in accordance with the rules of the American Arbitration Association, with proceedings to be held in [City, State], except that the Company may seek injunctive or other equitable relief in any court of competent jurisdiction.
9. GENERAL PROVISIONS
9.1 Entire Agreement
This Agreement constitutes the entire agreement between the parties with respect to the subject matter hereof and supersedes all prior and contemporaneous negotiations, representations, warranties, and agreements relating to such subject matter.
9.2 Amendments
This Agreement may not be amended, modified, or supplemented except by a written instrument signed by both parties.
9.3 Waiver
No failure or delay by the Company in exercising any right, power, or privilege hereunder shall operate as a waiver thereof, nor shall any single or partial exercise thereof preclude any other or further exercise thereof or the exercise of any other right, power, or privilege.
9.4 Severability
If any provision of this Agreement is held to be invalid, illegal, or unenforceable by any court of competent jurisdiction, the remaining provisions of this Agreement shall continue in full force and effect, provided that the essential economic terms of this Agreement stay in effect.
9.5 Assignment
The Receiving Party may not assign or transfer this Agreement or any rights or obligations hereunder without the prior written consent of the Company. The Company may assign this Agreement without restriction, including in connection with any merger, acquisition, reorganization, or sale of substantially all of its assets.
9.6 Counterparts & Electronic Signatures
This Agreement may be executed in counterparts, each of which shall be deemed an original, and all of which together shall constitute one and the same instrument. Electronic signatures, including DocuSign or PDF signatures, shall be deemed valid and binding.
9.7 No Employment Guarantee
This Agreement does not constitute a contract of employment or guarantee of continued employment, and the Receiving Party remains an employee-at-will (if applicable) subject to the terms of any applicable employment agreement or applicable law.
9.8 Notices
All notices required or permitted under this Agreement shall be in writing and shall be deemed delivered when sent by email with read receipt or delivered by hand, overnight courier, or certified mail to the addresses on record for each party.
SIGNATURES
IN WITNESS WHEREOF, the parties have executed this Non-Disclosure and Confidentiality Agreement as of the date first written above. Each party acknowledges they have read, understood, and agree to be bound by the terms of this Agreement.
RECEIVING PARTY (EMPLOYEE/CONTRACTOR):
Dynamic Growth Solutions:
Andre Desautel, C.S.M.P., Chief Executive Officer
Authorized Signature: __________________
Printed Name: Andre Draayer, C.S.M.P.
Title: Chief Executive Officer
Date: ____________________________
I will email you a signed copy including our onboarding package.
IMPORTANT NOTICE: This document is a legally binding agreement. You are encouraged to consult with independent legal counsel before signing. Retain a fully executed copy of this Agreement for your records. Dynamic Growth Solutions | DraycoBusiness Ventures Inc. | CEO: Andre Draayer, C.S.M.P |