AuraWorks Marketing Non-Disclosure Agreement

This Sub-Contractor/Vendor Non-Disclosure Agreement (this “Agreement”) is made and entered into as of the day this form is completed.

 

WHEREAS AuraWorks Marketing LLC is a business engaged in the design, sales, and service of graphic design, website

design, website development, search engine services, and e-commerce products; and WHEREAS AuraWorks Marketing LLC desires to protect its proprietary information and its good will and reputation with its customers and clients and WHEREAS AuraWorks Marketing LLC agrees to enroll contractor named below (“Individual”) in AuraWorks Marketing LLC business operations.

NOW THEREFORE, AuraWorks Marketing LLC and the Individual desire to enter into this Non-Solicitation, Non-

Disclosure & Confidentiality Agreement (as amended, restated, supplemented or otherwise modified from time to

time, this “Agreement”) for such purposes. In consideration for Individual’s compensation on various projects,

Individual agrees that during the period of two (2) years immediately following cessation of Individual’s engagement

with AuraWorks Marketing LLC, Individual shall not, on Individual’s own behalf or on behalf of any person, firm,

partnership, association, corporation or business organization, entity, or enterprise, solicit, contact, call upon,

communicate with or attempt to communicate with any customer or client of AuraWorks Marketing LLC or any

representative of any customer or client of AuraWorks Marketing LLC, with a view to sale or provide any product,

equipment, material or service competitive with or potentially competitive with any product, equipment, material or

service sold or provided by AuraWorks Marketing LLC during the period of two (2) years immediately preceding the

date of cessation of Individual’s engagement with AuraWorks Marketing LLC, provided that the restrictions set forth

in this section shall apply only to customers or clients of AuraWorks Marketing LLC with which Individual had

contact with during such two (2) year period. The actions prohibited by this Agreement shall not be engaged in by

subcontractor directly or indirectly, whether as a manager, salesman, agent, owner, principal, partner, sales or service

representative, engineer or otherwise. Individual also recognizes that in the course of work for AuraWorks Marketing

LLC , Individual will obtain access to certain “Company Information” as defined hereinafter. Individual agrees that

during the period of his or her engagement, Individual shall only use or disclose such Company Information in

connection with the performance of Individual’s job responsibilities and then only to co-workers or customers with a

need to know such Company Information, or others as may be expressly authorized and only after execution by such

other persons of a confidentiality agreement. The rights of the Company under this paragraph are in addition to those

rights AuraWorks Marketing LLC has under the law for protection of trade secrets. Individual further agrees that, until

such time as the Company Information has become public knowledge other than as a result of a breach by Individual of

this Agreement or by breach of those acting in concert with the Individual or on the Individual’s behalf, for any reason

whatsoever, Individual shall not directly or indirectly use or disclose any Company Information to any other person or

entity except as may be expressly authorized by Website Technology Services, Inc. in writing. The rights of

AuraWorks Marketing LLC under this paragraph are in addition to those rights AuraWorks Marketing LLC has under

the law for protection of trade secrets. Notwithstanding any other provision of this Agreement:

(A) Individual will not be held criminally or civilly liable under any federal or state trade secret law for any

disclosure of a trade secret that is made: (1) in confidence to a federal, state, or local government official, either

directly or indirectly, or to an attorney and solely for the purpose of reporting or investigating a suspected violation of

law; or (2) in a complaint or other document that is filed under seal in a lawsuit or other proceeding.

(B) If the Individual files a lawsuit for retaliation by AuraWorks Marketing LLC for reporting a

 

suspected violation of law, the Individual may disclose AuraWorks Marketing LLC trade secrets to the Individual’s attorney and use the trade secret information in the court proceeding if the Individual (1) files any document containing the trade secret under seal; and (2) does not disclose the trade secret, except pursuant to court order. “Company Information” shall include confidential or proprietary information relating to either AuraWorks Marketing LLC, Inc.’s business, or that of any of its subsidiaries, affiliates, or customers that is disclosed by AuraWorks Marketing LLC, its officers, directors, contractors, agents, or customers to Individual or learned by Individual during the course of his relationship with AuraWorks Marketing LLC, Company Information shall include, but not be limited to:

(i) technical, strategic, product, pricing, and financial information relating to AuraWorks Marketing LLC or that of any of its

subsidiaries, affiliates or customers; ii) all documents or information belonging to or created for use by AuraWorks Marketing LLC or any of its subsidiaries, affiliates or customers (whether in physical or electric form), databases or database information, procedure manuals, customer files, and any templates and form letters or libraries used by AuraWorks Marketing LLC in producing documentation; (iii) any policies, procedures, know-how, intellectual properties, and techniques used or developed by AuraWorks Marketing LLC in conducting its business, including but not limited to, formulae, methods, plans, products and potential products, services and potential services, copyrights, patents, inventions, invention rights, improvements and design contribution (all regardless of by whom conceived), cost information, and procedures for conducting, planning, scheduling and documenting customer projects;

(iv) the current and former customers or prospective customers of AuraWorks Marketing LLC (whether contained in written

or tangible lists or recollected) or lists of their names, addresses, or phone numbers or those of their Subcontractors, officers, directors, owners, or agents; and (v) any materials marked confidential or proprietary or with words or designation of similar import. Company Information does not include information that:

(A) was known to Individual prior to its disclosure to him or her by AuraWorks Marketing LLC or any of its subsidiaries,

affiliates or customers (as the case may be), as evidenced by Individual’s own written records created before receipt of the

information from AuraWorks Marketing LLC or any of its subsidiaries, affiliates, or customers;

(B) was disclosed to Individual in good faith by a third party who had the right to make such a disclosure and who was not in violation of any obligation to AuraWorks Marketing LLC or any of its subsidiaries, affiliates or customers with respect to such information;

(C) became known or available to the public through no fault of Subcontractor without breach of this Agreement or any other duty to AuraWorks Marketing LLC or any of its subsidiaries, affiliates or customers;

(D) was approved for disclosure by written agreement of AuraWorks Marketing LLC; or

(E) was furnished by AuraWorks Marketing LLC without restriction to a third party.

For any Company Information that is also protected by prevailing trade secret laws, as long as such Company

Information remains a trade secret, the Individual shall not directly or indirectly use or disclose (except as

authorized by AuraWorks Marketing LLC in connection with the performance of Subcontractor’s duties and

then, only during the period of Subcontractor’s engagement with AuraWorks Marketing LLC ) or

misappropriate any such Company Information that Individual may have or acquire (whether or not

developed or compiled by Individual and whether or not Individual has been authorized to have access to

such Company Information. This writing embodies the entire agreement between the parties, as it relates to

AuraWorks Marketing LLC’s agreement to engage Individual and Individual’s agreement to not solicit

customers and clients and to not disclose Company Information. Any and all violations of the terms of this

Agreement by Individual shall constitute causes of action against Individual in favor of Website AuraWorks

Marketing LLC and the parties mutually agree that Individual will be liable to AuraWorks Marketing LLC

for any and all damages direct or consequential to such breach. The parties further agree that AuraWorks

Marketing LLC shall be entitled to the recovery of all costs of enforcement, including attorney’s fees on any

cause of action arising out of the breach of this agreement by Individual. Individual acknowledges and

expressly aggress that any disclosures or actions in violation of this Agreement would be detrimental to

AuraWorks Marketing LLC’s business, would cause irreparable harm, and that money damages alone would

be insufficient to remedy the harm caused. Therefore, should Individual breach this Agreement, AuraWorks

Marketing LLC, in addition to any other rights and remedies provided under law or in this Agreement, shall

be entitled to secure equitable relief by way of injunction

 

or otherwise to prevent further harm from occurring. The parties further agree that this Agreement is governed by and

shall be considered in accordance with the laws of the State of Virginia without regard to Virginia's conflicts of laws

principles. Wherefore, the parties mutually agree and assent to the terms of this Agreement, and attest to such by the

affixing of their signatures hereto:

By completing the following form you agree to the non-disclosure terms stated above