Simplicity Training

NON-DISCLOSURE AGREEMENT

NextHome Simplicity has requested, and the Recipient agrees that the Recipient will protect the confidential material and information which may be disclosed between NextHome Simplicity and the Recipient. The term “NextHome Simplicity” is understood to be Andrew Geotes, Brittany Geotes, its salaried employees, and staff. Therefore, the parties agree as follows:

I. CONFIDENTIAL INFORMATION. The term "Confidential Information" means any information or material which is proprietary to NextHome Simplicity. Whether or not owned or developed by NextHome Simplicity, which is not generally known other than by NextHome Simplicity and which may be identified as confidential or proprietary by NextHome Simplicity. Confidential Information shall include any information provided by NextHome Simplicity concerning its business practices, technology, training, any trade secrets, data, product ideas, contracts, financial information, pricing structure, intellectual property, inventions, leads, listing presentations, strategic alliances, partnerships, customer and client lists, prices and pay structure of the Transaction Coordinator Program, prices and pay structure of UZZI Media, price structure of the Simplicity Luke Store and Sign Store, and any other information concerning NextHome Simplicity that if disclosed could negate a competitive advantage held by NextHome Simplicity. The nature of the information and the manner of disclosure are such that a reasonable person would understand it to be confidential. 

A. "Confidential Information" does not include:

- Matters of public knowledge disclosed by NextHome Simplicity to the public. 

- Information received by the Recipient from a third party without a duty of confidentiality.

- Information independently developed by the Recipient.

- Information disclosed by operation of law.

- Information disclosed by the Recipient with the prior written consent of NextHome  

  Simplicity and any other information that both parties agree in writing is not confidential. 

II. PROTECTION OF CONFIDENTIAL INFORMATION. The Recipient understands and acknowledges that the Confidential Information has been developed or obtained by NextHome Simplicity by the investment of significant time, effort, and expense, that the Confidential Information is a valuable, special, and unique asset of NextHome Simplicity, which provides NextHome Simplicity with a significant competitive advantage and needs to be protected from improper disclosure. The Recipient agrees to protect all Confidential Information provided to the Recipient from the conception of the relationship between NextHome Simplicity and the Recipient. 

III. REMEDIES. The Recipient agrees and acknowledges that the Confidential Information is of a proprietary and confidential nature and that any disclosure of the Confidential Information to a third party in breach of this Agreement cannot be reasonably or adequately compensated for in monetary damages and would cause irreparable injury to NextHome Simplicity. Accordingly, the Recipient agrees that NextHome Simplicity is entitled to, in addition to all other rights and remedies available to it at law or in equity, an injunction restraining the Recipient from directly or indirectly committing or engaging in any act restricted by this Agreement in relation to the Confidential Information. 

IV. RETURN OF CONFIDENTIAL INFORMATION. The Recipient agrees that, upon request of NextHome Simplicity, or in the event that NextHome Simplicity ceases to require the use of the Confidential Information or upon expiration or termination of this Agreement, or the expiration or termination of the Recipient, the Recipient will turn over to NextHome Simplicity all documents, computer media or other material in the possession or control of the Recipient that:

B. Is connected with or derived from the Recipient’s services to NextHome Simplicity. 

V. NOTICE. In the event that the Recipient is required in a civil, criminal, or regulatory proceeding to disclose any part of the Confidential Information, the Recipient will give to NextHome Simplicity written notice of such request so NextHome Simplicity may seek an appropriate remedy or, alternatively to waive the Recipients compliance with the provisions of this Agreement in regard to the request. 

If the Recipient loses or makes unauthorized disclosure of any of the Confidential Information, the Recipient will immediately notify NextHome Simplicity and take all reasonable steps necessary to retrieve the lost or improperly disclosed Confidential Information. 

Any notices or delivery required in this Agreement will be deemed completed when hand-delivered, delivered by agent, or seven days after being placed in the post, postage prepaid, to the parties at the addresses contained in this Agreement or as the parties may later designate in writing. The addresses for any notice to be delivered to any of the parties to this Agreement are as follows:

A. 202 Klondyke Rd Long Beach MS 39560 or current address of a NextHome Simplicity location. 

VI. TERMINATION. This Agreement shall not terminate on the date that the Recipient’s employment with NextHome Simplicity terminates or expires. 

VII. ASSIGNMENT. Except where a party has changed its corporate name or merged with another corporation, this Agreement may not be assigned or otherwise transferred by either party in whole or part without the prior written consent of the other party to this Agreement. 

VIII. GOVERNING LAW. This Agreement will be construed in accordance with and governed by the law of the State of Mississippi. 

VIII. GENERAL PROVISIONS. Time is of the essence in this Agreement. This Agreement may be executed in counterpart. Headings are inserted for the convenience of the parties only and are not to be considered when interpreting this Agreement. Words in the singular mean and include the plural and vice versa. Words in the masculine mean and include the feminine and vice versa. The clauses, paragraphs, and subparagraphs contained in this Agreement are intended to be read and construed independently of each other. If any part of this Agreement is held to be invalid, this invalidity will not affect the operation of any other part of this Agreement. 

The Recipient is liable for all costs, expenses and expenditures, including and without limitation, the complete legal costs incurred by NextHome Simplicity if enforcing this Agreement as a result of any default of this Agreement by the Recipient. 

NextHome Simplicity and the Recipient acknowledge that this Agreement is reasonable, valid, and enforceable. However, if a court of competent jurisdiction finds any of the provisions of this Agreement to be too broad to be enforceable, it is the intention of NextHome Simplicity and the Recipient that such provision be reduced in scope by the court only to the extent deemed necessary by that court to render the provision reasonable and enforceable, bearing in mind that it is the intention of the Recipient to give NextHome Simplicity the broadest possible protection against disclosure of the Confidential Information.