Code Ninjas Non Disclosure and Non Compete Agreement


NON-DISCLOSURE AND NON-COMPETE

FOR Franchisee’S EMPLOYEES

THIS NON-DISCLOSURE AND NON-COMPETITION AGREEMENT (“Agreement”) is made this , by and between Code Ninjas (“us” “we” “our” or the “Franchisee”), and , an employee of Franchisee (“you” or the “Employee”).

Introduction

Code Ninjas, LLC (the “Franchisor“) and its affiliates developed and own a format and system (the “System”) for establishing, operating, and licensing centers providing child-focused educational programs, including subjects such as computer programming, coding, math, logic and teamwork, under the name “Code Ninjas.” (each is referred to as a “Code Ninjas Center”).

Franchisor and Franchisee have executed a Franchise Agreement (“Franchise Agreement”) granting Franchisee the right to operate a Code Ninjas Center (the “Franchised Center”) under the terms and conditions of the Franchise Agreement.

In connection with starting or continuing your employment with Franchisee, you will be trained by us and you will learn of Franchisor’s confidential information and know-how concerning the methods of operation of a Code Ninjas Center and the System.

Now, therefore, it is agreed that as a consideration of starting or continuing your employment, as a condition to your employment and the compensation that we have paid to you (and/or will pay you after today), you acknowledge and agree that you will comply with all of the following obligations:

  1. Confidential Information. You agree that you will not, at any time (whether during or after your time of employment with us), communicate or divulge Confidential Information to any Person, and that you will not use Confidential Information for your own benefit or for the benefit of any other Person.
  2. Definitions. As used in this Agreement, the following terms are agreed to have the following meanings:
  3. The term “Confidential Information” means any information, knowledge, or know‑how concerning the methods of operation of the Franchised Center and the System that you may learn of or that otherwise becomes known to you during the time of your employment with us (whether or not the Franchisor or we have specifically designated that information as “confidential”). Confidential Information may include, among other things, operational, sales, promotional, marketing, and administrative methods, procedures, and techniques. However, Confidential Information does not include information that you can show came to your attention before it was disclosed to you by us or Franchisor; and Confidential Information also does not include information that, at or after the time when we disclosed it to you, is a part of the public domain through no act on your part or through publication or communication by other Persons who are lawfully entitled to publish or communicate that information.
  4. The term “Person” means any person, persons, partnership, entity, association, or corporation (other than the Company or Franchisor).
  5. The term “Post-Term Period” means a continuous uninterrupted period of one (1) year.
  6. Covenants Not to Compete.
  7. You understand and acknowledge that due to your employment with us, you will receive valuable specialized training and access to Confidential Information.
  8. You covenant and agree that during the term of your employment, unless Franchisor gives you its prior written approval, you shall not, either directly or indirectly, for yourself, or through, on behalf of, or in conjunction with any Person:
  9. Divert or attempt to divert any current or potential business account or customer of the Franchised Center (or of any Code Ninjas Center) to any Person, whether by direct or indirect suggestion, referral, inducement, or otherwise;
  10. Do or perform, directly or indirectly, any act that might injure or be harmful to the goodwill associated with Franchisor and the System

 

iii.      Employ or seek to employ any individual who is then employed by us, or employed by Franchisor or  any of Franchisor’s franchisees, licensees, developers, or to otherwise directly or indirectly induce any such individual to leave his or her employment; and/or,

  1. Directly or indirectly for yourself or on behalf of, or in conjunction with any Person, own, maintain, operate, engage in, be employed by, or have any interest in any business that is the same as or similar to the Franchised Center.
  2. You covenant and agree that during the term Post-Term Period, unless Franchisor gives you its prior written approval, you shall not, either directly or indirectly, for yourself, or through, on behalf of, or in conjunction with any Person:
  3. Own, maintain, operate, engage in, be employed by, or have any interest in any business that is the same as or similar to the Franchised Center, if that business is located (or if it is intended to be located)
    within a radius of twenty-five (25) miles of any Code Ninjas Center located anywhere at that time; and/or,
  4. Employ or seek to employ any individual who is then employed by us, Franchisor, or by any of Franchisor’s franchisees, licensees, developers, or to otherwise directly or indirectly induce any such individual to leave his or her employment.
  5. Legal and Equitable Remedies. You understand, acknowledge, and agree that if you do not comply with the requirements of this Agreement, you will cause irreparable injury to Franchisor, and that:
  6. We will have the right to enforce this Agreement and any of its provisions by going to a court and obtaining an injunction, specific performance, or other equitable relief, without prejudice to any other rights and remedies that we may have for breach of this Agreement;
  7. You will not raise wrongful termination or other defenses to the enforcement of this Agreement (although you will have the right to raise those issues in a separate legal action); and
  8. You must reimburse Franchisor for any court costs and reasonable attorney’s fees that Franchisor incurs as a result of your violation of this Agreement and having to go to court to seek enforcement.
  9. Severability. Each of the provisions of this Agreement may be considered severable from the others. If a court should find that we or Franchisor may not enforce a clause in this Agreement as written, but the court would allow us or Franchisor to enforce that clause in a way that is less burdensome to you, then you agree that you will comply with the court’s less-restrictive interpretation of that clause.
  10. Delay. No delay or failure by us or Franchisor to exercise any right under this Agreement, and no partial or single exercise of that right, shall constitute a waiver of that right or any other right set out in this Agreement. No waiver of any violation of any terms and provisions of this Agreement shall be construed as a waiver of any succeeding violation of the same or any other provision of this Agreement.
  11. Third-Party Beneficiary. You acknowledge and agree that Franchisor is an intended third-party beneficiary of this Agreement with the right to enforce it, independently or jointly with us.
  12.  Jurisdiction; Applicable Law. You agree that any lawsuit brought by Franchisor to enforce its rights under this Agreement shall be brought in the courts of the county where Franchisor has its then current principal place of business, and you agree and consent to the jurisdiction of such court to resolve all disputes which arise out of this Agreement or any alleged breach thereof, regardless of your residency at the time such lawsuit is filed. This Agreement shall be governed by the laws of the State of Texas. In the event of any conflict of law, the laws of Texas shall prevail, without regard to, and without giving
    effect to, the application of Texas conflict of law rules.


IN WITNESS WHEREOF, Employee has read and understands the terms of this Agreement, and voluntarily
signed this Agreement on the date first written above.

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Document name: Code Ninjas Non Disclosure and Non Compete Agreement
lock iconUnique Document ID: 396d76d7620ec809b9db376d3ae0d50e2cd7c910
Timestamp Audit
June 15, 2023 9:40 am EDTCode Ninjas Non Disclosure and Non Compete Agreement Uploaded by Darren Cato - darren@eztransition.com IP 73.184.182.227
August 9, 2024 8:16 pm EDTDarren Cato - darren.cato@codeninjas.com added by Darren Cato - darren@eztransition.com as a CC'd Recipient Ip: 2601:c2:500:7f50:4c0f:96ed:a38a:16b6
August 9, 2024 8:16 pm EDTJuanita Cato - juanita.cato@codeninjas.com added by Darren Cato - darren@eztransition.com as a CC'd Recipient Ip: 2601:c2:500:7f50:4c0f:96ed:a38a:16b6
August 12, 2024 12:40 pm EDTDarren Cato - darren.cato@codeninjas.com added by Darren Cato - darren@eztransition.com as a CC'd Recipient Ip: 2601:c2:500:7f50:c4dc:5eb1:3e18:76d3
August 12, 2024 12:40 pm EDTJuanita Cato - juanita.cato@codeninjas.com added by Darren Cato - darren@eztransition.com as a CC'd Recipient Ip: 2601:c2:500:7f50:c4dc:5eb1:3e18:76d3
December 10, 2024 7:26 pm EDTDarren Cato - darren.cato@codeninjas.com added by Darren Cato - darren@eztransition.com as a CC'd Recipient Ip: 73.184.182.227
December 10, 2024 7:26 pm EDTJuanita Cato - juanita.cato@codeninjas.com added by Darren Cato - darren@eztransition.com as a CC'd Recipient Ip: 73.184.182.227
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