123Triad Web Design Agreement

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Search Engine Strategy.

BombayBiz LLC, referred to as 123TRIAD WEB DESIGN, and _________________________, referred to as RECIPIENT, agree:

The parties intend to engage in substantive negotiations and discussions regarding certain new and useful business opportunities, trade secrets, economic studies, inventions and scientific information.

And, furthermore, the parties intend to engage in substantive negotiations and discussions regarding the exploitation of technology related to items for which patents are pending;
The rights related to such information, generally regarding ______________________________________, shall be as follows:

123TRIAD WEB DESIGN claims sole rights to the information, and 123TRIAD WEB DESIGN is willing to disclose the same, in consideration of the following covenants and agreements made by RECIPIENT: RECIPIENT shall hold in confidence all of such information, and shall not directly or indirectly disclose to others such information. RECIPIENT shall protect such information from disclosure by reasonable means, including but not limited to at least the same level of security that the RECIPIENT uses for its most crucial proprietary and trade secret information.

Further, RECIPIENT agrees that it shall not use any advantages derivable from such information in its own business or affairs, unless the same is pursuant to an agreement with 123TRIAD WEB DESIGN.

Additionally, any improvements made as a result of the disclosure by RECIPIENT shall be disclosed to 123TRIAD WEB DESIGN, and, 123TRIAD WEB DESIGN further agrees to assign such improvements to 123TRIAD WEB DESIGN, and to execute any and all further documents as may be requested by 123TRIAD WEB DESIGN to perfect the rights of 123TRIAD WEB DESIGN to such information.

The obligation of confidentiality shall not apply to any information which was already known to RECIPIENT at the time of disclosure; was already published at the time of disclosure, or, that was disclosed by a third party prior to the disclosure by 123TRIAD WEB DESIGN, provided that the third party had authority to make such disclosure. RECIPIENT shall notify 123TRIAD WEB DESIGN, in writing, and at the earliest time possible, the information disclosed by RECIPIENT which RECIPIENT claims falls under the provisions of this paragraph related to earlier knowledge, publication, or prior disclosure.

The obligations of confidentiality will cease at such time when, 123TRIAD WEB DESIGN generally knows the information through no fault of RECIPIENT, or upon voluntary disclosure of such information to the public.

Upon request RECIPIENT shall return all tangible documents or documents disclosed by 123TRIAD WEB DESIGN which are subject to this agreement. Further, RECIPIENT upon such return shall destroy and all copies of the same and will, upon request of the 123TRIAD WEB DESIGN execute an affidavit of compliance in a form acceptable to the 123TRIAD WEB DESIGN verifying the destruction and full compliance with this agreement.

Dated: ________________________

____________________________________
_________________________ By Recipient

____________________________________
_________________________ By 123Triad Web Design

Non-disclosure and Non-Circumvention Agreement, Relating to Negotiations
Review List

This review list is provided to inform you about this document in question and assist you in its preparation. This agreement is intended for parties involved in intense negotiations when extremely confidential information is exchanged in order to attempt to effect a transaction. When these transactions do not occur, the outside party has a substantial amount of confidential information that is potentially an advantage for them and a disadvantage for the other party. This agreement attempts to rectify some of that; however, these agreements have limited enforcement value and should not be unduly relied upon for recompense.

1. Make multiple copies. Give one to each signatory. Put one in each related file.

Non-Compete, Covenant

____________________, referred to as SELLER and 123triad Web Design, referred to as 123TRIAD WEB DESIGN, agree: 123TRIAD WEB DESIGN and SELLER have entered into an agreement dated __________, 2007 for ____________________.

In consideration of the mutual covenants and payments to be made pursuant to the agreement, and in further consideration of the sum of $_________ (_______________&___/100 dollars) paid to by 123TRIAD WEB DESIGN to SELLER, receipt of which is acknowledged by the SELLER, SELLER agrees not to compete with 123TRIAD WEB DESIGN under the terms and conditions set forth herein.

During a period of ________ from the date of this agreement SELLER will not compete at any time, directly or indirectly with 123TRIAD WEB DESIGN in the fields of:

________________________________________________________________

in the following geographic territory:

_________________________________________________________________

For the purposes of this agreement “competition” shall be defined to the include, but not be limited to, the following:

(a) Participating as a director, stockholder, or partner of, or having any direct or indirect financial interest (including a financial interest as a creditor) in any enterprise engaged in the fields stated above;

(b) Participating as an officer, employee, agent, representative, or consultant in, or rendering any services to, any such enterprise within the fields stated above;

SELLER further agrees that for a period extending _________ after the substantial consummation of the sale, SELLER shall not solicit for employment or employ any of the employees as of the date of substantial consummation of the same. However, in the event that 123TRIAD WEB DESIGN terminates any employee, SELLER may employ that individual, provided that such employment is not limited by any valid non-competition agreement either assigned by SELLER to 123TRIAD WEB DESIGN or entered into to between 123TRIAD WEB DESIGN and the employee.

SELLER acknowledges that the restrictions contained herein are reasonable and necessary to protect the business and interest, which 123TRIAD WEB DESIGN is acquiring pursuant to the above-referenced purchase and sale agreement. It is further agreed that 123TRIAD WEB DESIGN would suffer irreparable injury if the restriction is not obeyed, and that injunctive relief is appropriate for any violation of the same.

Dated: ____________________________

__________________________________________________

____________________, SELLER

__________________________________________________

____________________, 123TRIAD WEB DESIGN

Non-Compete, Covenant

Review List

This review list is provided to inform you about this document in question and assist you in its preparation. This Non-Compete Covenant can be used with other documents to prevent competition. To preserve its legality and enforceability, it must be limited in terms of scope, geography, and time. In simple terms, you should draft it as narrowly as possible to improve the odds of its enforceability—and usefulness in settlement negotiations should such an occasion arise. Elsewhere in this disc more complex non-competes exist. This “covenant” is intended to be an “addition” to other agreements though it can easily stand on its own. Sometimes people desire to have this separate “covenant” so it can be prosecuted separately, if need be.

1. Make multiple copies. Keep one in the transaction file and another in the corporate file.