This NonDisclosure Agreement NDA involves
Title: NON-COMPETE, NON-SOLICITATION AND NON-DISCLOSURE AGREEMENT
Governing Law: New York Date: 7/20/2016
Industry: Motion Pictures Sector: Services
NON-COMPETE, NON-SOLICITATION AND NON-DISCLOSURE AGREEMENT
THIS NON-COMPETE, NON-SOLICITATION AND NON-DISCLOSURE AGREEMENT (“Agreement”) dated as of July 15, 2016 but effective as of May 3, 2016 (the “Effective Date”), by and between Wizard World, Inc., a Delaware corporation with a principal place of business at 225 California Street, El Segundo, California 90245 (“Employer”), and John D. Maatta, an individual and resident of the State of California with a business address c/o Wizard World, Inc. 225 California Street, El Segundo, California 90245 (“Employee” and together with Employer, the “Parties” and each, a “Party”).
WHEREAS, Employee and Employer are entering into that certain Employment Agreement, dated as of the date of this Agreement;
WHEREAS, in connection with such employment, Employee has been and may be given further access to, generate, or otherwise come into contact with certain proprietary and/or confidential information of Employer or clients of Employer; and
WHEREAS, Employee and Employer desire to prevent the dissemination, unauthorized disclosure or misuse of such information.
NOW THEREFORE, the parties hereto mutually agree as follows:
1. Covenant Not to Solicit . During the period commencing on the Effective Date and ending upon the termination of Employee’s employment for any reason, Employee shall not, directly or indirectly, for Employee’s benefit or the benefit of a third party, (i) induce or attempt to induce any employees of Employer to leave the employ of Employer or diminish his or her relationship or Employer or (ii) solicit the business of any client or customer of Employer, or any client or customer that could reasonably be expected to be a client or customer of Employer, during Employee’s period of employment with the Company.
2. Covenant Not to Compete . Except for the activities set forth in Schedule I hereto and as a passive investor in less than five percent (5%) of the equity securities of a publicly held company, during the period commencing on the date hereof and ending upon the termination of Employee’s employment for any reason, Employee shall not engage in, own or control an interest in, or act as principal, director or officer of, or consultant to, any firm or corporation (i) engaged in a venture or business substantially similar to that of Employer or (ii) which is in direct or indirect competition with Employer within the United States of America, its territories and possessions.
3. Proprietary Information .
(a) For purposes of this Agreement, “Proprietary Information” shall mean any information belonging to the business of Employer that has not previously been publicly released by duly authorized representatives of Employer and shall include (but shall not be limited to) information encompassed in all proposals, marketing and sales plans, financial information, costs, pricing information, computer programs (including source code, object code, algorithms and models), customer information, customer lists, and all methods, concepts, know-how or ideas and confidential information belonging to Employer and Employer’s customers or clients. Employee agrees to regard and preserve as confidential all Proprietary Information whether Employee has such Proprietary Information in Employee’s memory or in writing or other physical form.
(b) Notwithstanding the foregoing, “Proprietary Information” shall not include information that (i) is disseminated to the public at no fault of Employee, (ii) was obtained from a third party that did not have an obligation of confidentiality to Employer, (iii) is already in the possession of Employee and (iv) constitutes any information proposals, marketing and sales p