So Klose has developed and uses, and will be developing and using, Confidential Information in its business. “Confidential Information” is all information that is not widely known and is regarded as proprietary to So Klose or any of its clients and consultants. This information includes without limitation: business plans, member lists, consultants, financial information, pricing policies, operational method, business affairs and methods, plan for future developments and other information which is not readily available to the public. This information was developed and will be developed by So Klose at great expense and constitutes trade secrets of So Klose and its services. To safeguard this Confidential Information, So Klose has instituted policies and procedures to protect such information.
In connection with your relationship with So Klose, you will come into contact with such Confidential Information. You acknowledge that the Confidential Information is vital to the success of So Klose’s business and, in consideration of So Klose’s willingness to provide you with services, you agree as follows:
1. You agree that during and after your relationship with So Klose
a) You will keep secret all Confidential Information and not reveal or disclose it to anyone outside So Klose.
b) You will not make use of any of such Confidential Information for your own purposes or the benefit of anyone else, other than for the purpose of referring business to So Klose for execution by So Klose. Any other use is explicitly prohibited.
2. You agree that after a period of 12 months after the termination of your relationship with So Klose, you are free to compete with So Klose, provided you or your business partners use no Confidential Information in the development of any services that directly or indirectly compete with the services offered by So Klose. You agree that this covenant not to compete is reasonable in time and scope, and that it forms an important consideration for So Klose’s willingness to provide services with you and Confidential Information to you.
3. You understand and agree that any violation of its covenant not to disclose Confidential Information and/or its covenant not to compete with So Klose for 12 months would result in irreparable injury to So Klose. Accordingly, you consent the grant of equitable relief, including specific performance, restraining business and/or injunction, in favor of So Klose, in the event of any alleged violation, without prejudice to any and all other rights or remedies to which So Klose might be entitled. In the event that So Klose prevails in any action or counterclaim for breach of one or both of these covenants, then So Klose shall be entitled to reasonable attorney’s fees and costs incurred in such action or counterclaim.
If any portion of this agreement is held to be unenforceable, the invalidity will affect that portion of the agreement only and the remainder shall be enforced to the fullest extent permitted without regard to the unenforceable portion.