I acknowledge that: the System of the REM Technologies LLP, Inc. (“REM”) Software Program [D.R.O.N.E.], System Standards and methods and know-how for operating and promoting REM based Drone operations, tutorials and event meetings; has been developed by REM over many years of substantial effort, expense and experience, is highly confidential and valuable, is comprised of information not generally known to competitors, and if disclosed to or used by competitors, it would give them the advantages presently enjoyed by REM and its REM Representative Pilots. I will develop substantial knowledge of the System and relations with REM Pilots participating in the REM Technologies LLP. But for the training, support and experience gained through my affiliation with REM, I would be without knowledge of and expertise in the operation of a drone based operation, would be without knowledge of or expertise in the System, and would not have developed the relations with REM Pilots. I agree that the confidentiality and non-competition obligations described below are reasonably designed to serve the legitimate and protectable interest of REM, do not unreasonably and unnecessarily restrict me, are reasonable in time and scope, will not prevent me from earning a living within the area, and can be enforced by any court or arbitrator having proper jurisdiction in accordance with the terms of the obligations.
Therefore, I agree as follows:
1. I agree that at all times during my affiliation with the REM Technologies LLP that I (a) will keep strictly confidential the REM System and the list and records of customers/REM Pilots; (b) will not use the System (or any part thereof) in any other business or capacity; and (c) will not make any unauthorized copies of REM materials, records, the Software Program or any other confidential and proprietary material or information.
2. I agree that I will not during my affiliation with the REM Technologies LLP, directly or indirectly, have any interest in as owner, partner, director, officer, employee, consultant, representative or agent, or otherwise engage in or lend knowledge or support to any non-REM drone operation, tutorials or event meetings or any business that operates, manages, conducts, franchises or licenses any drones, provided, that this section shall not prohibit me from flying in any non-REM drone situation.
3. I agree that for two (2) years after termination of my affiliation with the REM Technologies LLP (regardless of the cause, reason or justification) I will not, directly or indirectly (a) have any interest in as owner, partner, director, officer, employee, consultant, representative or agent, or otherwise engage in or lend knowledge or support to any non-REM Drone business within a 100 mile radius of the REM Technologies Territory; (2) engage in, support, or assist in the solicitation of any REM Pilots, REM Customer locations, or Sponsors that have participated in the REM Technologies LLP to participate in drone operations, tutorials or event meetings of within a 100 mile radius of the Territory; or (c) have any interest in as owner, partner, director, officer, employee, consultant, representative or agent, or otherwise engage in or lend knowledge or support to any business engaged in franchising, licensing, or otherwise establishing, developing or managing a national or regional drone operation; provided, that this section shall not prohibit me from flying in any non-REM drone operation.
4. I agree that any methods, ideas, improvements, changes or suggestions developed by me (or any employee or agent of the REM Technologies LLP) within the scope of the REM System or the operation or promotion of the Franchised based idea shall become a part of REM’s System and property of REM, without compensation to me. I hereby assign to REM all my rights in any such methods, ideas, improvements, changes and suggestions to REM and agree to execute all documents necessary to carry out this assignment.
5. I agree that REM is a third-party beneficiary of this Agreement and that REM may enforce the terms of this Agreement in any court of competent jurisdiction. I agree that REM and the REM Technologies LLP will irreparably harmed by my breach of this agreement and that injunctive relief preventing my breach or compelling my compliance with this Agreement may be entered. In the event of my breach of any term of this Agreement, I agree to pay the reasonable attorney’s fees incurred by REM and the REM Technologies LLP in enforcing this Agreement, whether or not litigation is actually commenced. The foregoing, however, shall not limit the relief or damages of such party. I further agree that the REM Technologies LLP and REM may advise any third-party of the existence of this Agreement and of its terms, and I release REM and the REM Technologies LLP from any liability for doing so.
6. Every provision (or part thereof) of this Agreement will be considered severable. If any such provision (or part) is determined to be invalid or unenforceable under the law by a court or arbitration panel of competent jurisdiction, that determination will not affect, impair or invalidate all other portions of this Agreement, which shall remain in full force and effect and binding upon the parties. Furthermore, I agree that in the event the any provision (or part) is ruled invalid or unenforceable under properly applicable law by virtue of the provision’s scope or duration, but that the provision would be valid and enforceable by reducing the scope or duration or otherwise modifying the provision, then the court or arbitration panel shall have power to reduce the duration or scope of the provision or modify it so that the provision may be enforced to the fullest extent permitted under the law and public policies of the jurisdiction whose law is properly applicable.
7. I agree that the failure of the REM Technologies LLP or REM to exercise any of its rights under this Agreement in the event of my breach or any of the separate and distinct promises of this Agreement or the failure of the REM Technologies LLP or REM to exercise any of its rights under any similar contracts with others shall not be construed as a waiver of any breach by me or prevent the REM Technologies LLP or REM from later enforcing strict compliance with any and all of the promises in this Agreement.
8. This Agreement is binding on my heirs, executors, administrators, and legal representatives. I acknowledge that this Agreement shall be for the benefit REM and the REM Technologies LLP and their respective successors and assigns. I agree that this Agreement does not constitute a contract of employment for a fixed term or otherwise.
I HEREBY REPRESENT AND WARRANT THAT I HAVE READ THIS AGREEMENT AND UNDERSTAND THE MEANING AND EFFECT OF THE TERMS OF THIS AGREEMENT.