Non-solicitation of Customers, Clients, and Employees
During the term of this Agreement and for two (2) years after its termination, regardless of the reason for termination:
Meritmaxx and the Client shall not:
- Directly or indirectly induce the other party’s customers or clients to engage with another business or competitor.
- Directly or indirectly advise or request any customer or client to reduce, cancel, or withdraw their business with the other party.
- Disclose any confidential information, including customer or client names and addresses, to any third party.
- Induce or attempt to influence any employee, agent, or former employee of the other party to leave their employment, or employ such individuals in any capacity.
- Make any disparaging statements about the other party, its officers, employees, or agents to any person or entity.
Confidentiality
Both parties agree to maintain the confidentiality of all proprietary or sensitive information (“Confidential Information”) shared between them. Such information shall not be disclosed to any third party or used for personal benefit, except as necessary to fulfill the obligations outlined in this Agreement.
Non-Competition
For the duration of this Agreement and for one (1) year after its termination, Meritmaxx and the Client agree not to:
- Directly or indirectly engage in any activity that competes with the other party’s business.
- Own, manage, operate, or participate in any entity that competes with the other party’s business activities.
Indemnification
The Client agrees to indemnify, defend, and hold Meritmaxx harmless from any claims, damages, losses, liabilities, or costs (including reasonable legal fees) arising from any breach of this Agreement by the Client.
Term and Termination
This Agreement shall commence on the date of signature and remain in effect for one (1) year. It will automatically renew for successive one (1) year terms unless either party provides written notice of non-renewal at least thirty (30) days before the expiration of the current term.
Either party may terminate this Agreement for cause by providing written notice if:
- The other party breaches a material provision of this Agreement and fails to remedy the breach within thirty (30) days after receiving written notice.
- The other party becomes insolvent, declares bankruptcy, or makes an assignment for the benefit of creditors.
Severability
If any provision of this Agreement is deemed invalid or unenforceable by a court of competent jurisdiction, the remaining provisions will continue in full force and effect. The invalid provision will be enforced to the maximum extent permitted by law.
Governing Law and Venue
This Agreement and any disputes arising from it shall be governed by and interpreted in accordance with the laws of the applicable state, without regard to conflict of law principles.