NON-COMPETE AGREEMENT

This Non-Compete Agreement (the "Agreement") is made and entered into as of [Date], by and between Bendata, located in Milan, Italy (the "Company"), and [Receiving Party Name], located at [Receiving Party Address] (the "Employee/Contractor").

 

1. Non-Compete Covenant

(a) Restriction: The Employee/Contractor agrees that during the term of their employment or contract with the Company, and for a period of [Specify Time Period, e.g., one year] following the termination of such employment or contract, for any reason, they will not, directly or indirectly, engage in, own, manage, operate, control, be employed by, participate in, or be connected in any manner with the ownership, management, operation, or control of any business that competes with the Company’s business.

(b) Geographic Scope: This non-compete covenant applies within the geographical area of Europe.

(c) Scope of Business: The scope of business covered by this non-compete covenant includes, but is not limited to, [specify business activities, e.g., the design, production, and sale of fashion apparel and accessories].

 

2. Non-Solicitation of Employees

(a) Restriction: The Employee/Contractor agrees that during the term of their employment or contract with the Company, and for a period of [Specify Time Period, e.g., one year] following the termination of such employment or contract, they will not, directly or indirectly, solicit, recruit, or encourage any employee of the Company to leave their employment with the Company or to join any business that competes with the Company.

 

3. Non-Solicitation of Customers

(a) Restriction: The Employee/Contractor agrees that during the term of their employment or contract with the Company, and for a period of [Specify Time Period, e.g., one year] following the termination of such employment or contract, they will not, directly or indirectly, solicit or attempt to solicit any business from any of the Company’s customers, clients, or prospective clients with whom the Employee/Contractor had material contact during their employment or contract with the Company, for the purpose of providing products or services that are competitive with those provided by the Company.

4. Confidentiality

(a) Obligation: The Employee/Contractor acknowledges that during their employment or contract with the Company, they will have access to and be entrusted with confidential information, proprietary data, and trade secrets. The Employee/Contractor agrees to keep all such information confidential and not to disclose it to any third party or use it for their own benefit or for the benefit of any third party, both during and after their employment or contract with the Company.

5. Consideration

(a) Consideration: The Employee/Contractor acknowledges that the restrictions contained in this Agreement are necessary to protect the legitimate business interests of the Company and that adequate consideration has been provided in exchange for the Employee/Contractor’s agreement to abide by these restrictions.

6. Reasonableness

(a) Reasonableness: The Employee/Contractor acknowledges that the time, scope, and geographic limitations of the restrictions set forth in this Agreement are reasonable and necessary to protect the Company’s legitimate business interests.

7. Remedies

(a) Injunctive Relief: The Employee/Contractor acknowledges that the breach of this Agreement would cause irreparable harm to the Company and that monetary damages alone would be insufficient to remedy such a breach. Therefore, the Company shall be entitled to seek injunctive relief, in addition to any other remedies available at law or in equity, to enforce the terms of this Agreement.

8. Governing Law

(a) Law: This Agreement shall be governed by and construed in accordance with the laws of Italy. Any disputes arising under or in connection with this Agreement shall be resolved in the courts of Italy, and the parties hereby consent to the jurisdiction of such courts.

9. Severability

(a) Severability: If any provision of this Agreement is found to be unenforceable or invalid, such provision shall be limited or eliminated to the minimum extent necessary so that the remainder of this Agreement shall otherwise remain in full force and effect and enforceable.

10. Entire Agreement

(a) Entire Agreement: This Agreement constitutes the entire agreement between the parties with respect to the subject matter hereof and supersedes all prior and contemporaneous agreements, understandings, and representations, whether written or oral, with respect to such subject matter.

11. Modification and Waiver

(a) Modification: Any modification of this Agreement must be in writing and signed by both parties. (b) Waiver: No waiver of any breach of any provision of this Agreement shall be deemed a waiver of any preceding or succeeding breach of the same or any other provision.

12. Assignment

(a) Assignment: This Agreement is personal to the Employee/Contractor and may not be assigned by them. The Company may assign this Agreement without the Employee/Contractor’s consent to any successor or affiliate.

13. Notices

(a) Notices: Any notices required or permitted to be given under this Agreement shall be in writing and shall be delivered by hand, sent by a nationally recognized overnight courier, or sent by certified mail, return receipt requested, to the addresses set forth above or to such other address as either party may specify in writing.

IN WITNESS WHEREOF, the parties have executed this Agreement as of the date first above written.

Company: Bendata

By: ___________________________
Name: _________________________
Title: __________________________

Employee/Contractor:

By: ___________________________
Name: _________________________
Title: __________________________