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NON-DISCLOSURE & NON-SOLICITATION AGREEMENTWHEREAS, Modere is a Multilevel Marketing Company; and
WHEREAS, Social Marketer is an Independent Social Marketer of Modere and/or the main representative of a corporation, partnership, limited liability, company or other entity (hereinafter “Entity”) which operates a Modere Social Marketer account; and
WHEREAS, Social Marketer recognises that all Modere network reports and the information contained therein, constitute highly confidential and valuable trade secrets that are proprietary assets of Modere;
NOW, THEREFORE, in consideration for Modere providing Social Marketer with a copy(ies) of network report(s), Social Marketer agrees both personally and on behalf of any Entity to which he/she is affiliated, as follows:
- During the term of this Agreement, Social Marketer shall not recruit other Modere Social Marketers or Customers for any other network marketing business.
- For one year following the termination or cancellation of Social Marketer’s Modere Social Marketer Agreement, regardless of the reason for termination or cancellation, Social Marketer shall not recruit any Modere Social Marketer who is on his/her current or past network report(s) or with whom the Social Marketer became acquainted due to their mutual participation as Modere Social Marketers.
- The term “recruit” means actual or attempted solicitation, enrolment, encouragement, or effort to influence in any other way, either directly, through a third party, or indirectly (including but not limited to the use of a website), another Modere Social Marketer or Customer to enrol or participate in another multilevel marketing, network marketing or direct sales opportunity. This conduct constitutes recruiting even if the Social Marketer’s actions are in response to an enquiry made by another Social Marketer or Customer.
- Social Marketer agrees that network marketing is conducted through networks of individuals that are dispersed across the globe, and that network marketers make regular use of the internet and telephones to communicate with other network marketers. Therefore, any attempt to limit the geographic scope of the non-solicitation provisions set forth in paragraphs 1 and 2 would render the provisions ineffective. Therefore, Social Marketer agrees that the non-solicitation provisions in paragraphs 1 and 2 shall apply in all countries in which Modere conducts business. Social Marketer agrees that the geographic scope applicable to these provisions is reasonable, and further waives any claim or defence that the non-solicitation provisions are void or voidable based on the breadth of their geographic scope.
- Social Marketer shall not offer the Modere opportunity, products or services to prospective or existing Customers or Social Marketers in conjunction with any non-Modere program, opportunity, product or service. Social Marketer shall not offer any non-Modere opportunity, products or services at any Modere-related meeting, seminar or convention, or immediately following such event.
- Social Marketer shall use his/her network report exclusively to aid in the development of his/her Modere business and to generate the sales of Modere products. Under no circumstances shall Social Marketer directly or indirectly disclose any network report, or any information contained in any network report, to any third party for any reason.
- Social Marketer stipulates that if he/she violates the terms of paragraph 1, 2, and/or 6, Modere will be irreparably harmed, but calculation of damages will be extremely difficult. The parties therefore stipulate that for each violation of paragraphs 1, 2, and/or 6, Modere shall be entitled to immediate injunctive relief and liquidated damages in the amount of €1,700.00 for each occurrence. With respect to paragraphs 1 and/or 2, each individual or Entity solicited shall constitute a separate “occurrence”, and separate solicitations of the same individual or Entity shall also constitute a separate “occurrence”. With respect to paragraph 6, the disclosure or improper use of each name or other identifying information on a network report shall constitute a separate “occurrence”, and the disclosure or misuse of the same name or other identifying information on separate occasions shall also constitute a separate “occurrence”.
- Upon demand by Modere, Social Marketer shall return the originals and all copies of network reports to Modere.
- This Agreement shall be governed by the laws of Belgium, without regard to principles of conflicts of laws. The parties consent to exclusive jurisdiction and venue before any federal or state court residing in Brussels, Belgium, to resolve any disputes arising from or relating to this Agreement.
- If any provision of this Agreement is deemed void or voidable by any court properly vested with jurisdiction, only such limited portion of a provision as is found to be void or voidable shall be severed from the agreement and reformed to by the court in a manner that reflects the intent of the parties to the greatest extent possible.