NONDISCLOSURE AGREEMENT (continued)
Terms and Conditions
(Revised as of June 27, 2019)
Welcome to www.vcgfl.com/NDA which is owned and operated by Venture Construction Group of Florida, Inc. The below terms and conditions are a material part of the Nondisclosure Agreement signed by SC (“NDA”). These terms and conditions are specifically incorporated into the NDA.
3. Legitimate Business Interest. The Parties agree that Venture’s relationships with its Customers are legitimate business interests that must be protected from unfair competition. The Parties further agree that any solicitation or attempted solicitation of any Customers by SC, directly or indirectly shall result in irreparable injury to Venture.
4. Reasonable Restrictions. The Parties agree that the restrictive covenants in Section 2 of this NDA are reasonable, fair and appropriate given the business activities of Venture. SC hereby waives all challenges to the restrictive covenants in Section 2 of this NDA. SC agrees that the restrictive covenants shall be construed as independent of each other. SC acknowledges that any violation of the restrictive covenants in Section 2 of this NDA would result in irreparable harm to Venture for which there is no adequate remedy at law.
5. Remedies. SC, accordingly, consents to the issuance of an injunction prohibiting any conduct by SC in violation of any restrictive covenants in Section 2 of this NDA. SC further agrees that the existence of any claim or claims against Venture shall not constitute a defense to the enforcement by Venture of the restrictive covenants in Section 2 of this NDA. Venture shall not be required to post a bond or other security while pursuing equitable relief. In the event SC violates any restrictive covenants in Section 2 of this NDA, SC agrees to pay Venture, upon demand, the greater of $10,000.00 for each violation or 20% of any Construction Contract as liquidated damages. “Construction Contract” shall mean any agreement between SC and Customer which was formed, directly or indirectly, as a result of SC’s violation of the restrictive covenants in Section 2 of this NDA. The Parties further agree that any such payment of liquidated damages is not a penalty but instead is a just and reasonable forecast of compensation for actual damages incurred by Venture for such a breach. It further being understood that such damages to Venture cannot be estimated with certainty or without substantial difficulty. It is further agreed that these liquidated damages are cumulative and in addition to every other remedy now or hereafter existing at law or in equity, or by statute, and shall not in any way interfere with any right or rights on the part of Venture to enjoin or restrain SC from any violation of this NDA, or any part of it.
6. Governing Law. This NDA and any dispute, controversy, disagreement, or issue of construction or interpretation arising hereunder, whether relating to its execution, performance, validity or the obligations provided herein, shall be governed, interpreted and resolved exclusively according to the laws of the State of Florida. The courts located in Palm Beach County, Florida shall be the sole and exclusive venue concerning any litigation. SC agrees to pay all costs and expenses (including reasonable attorneys’ fees) incurred by Venture in connection with the enforcement of this NDA.
7. Other Agreements; Modifications. Any master subcontractor agreements, project specific agreements and their related documents entered into by the Parties shall remain in full force and effect and shall be read together with this NDA. There shall be no change, amendment, or modification of any of the terms in this NDA unless it is reduced to writing and signed by the Parties. SC may not assign any rights or obligations under this NDA unless Venture agrees in writing.
8. Severability. If any provision of this NDA is held by a court of competent jurisdiction to be unenforceable, the remainder of this NDA shall remain in full force and effect and shall in no way be impaired. The Parties further grant any court of competent jurisdiction the authority to reform any such unenforceable provisions to provide Venture with the maximum protections under the law.
9. Headings; Counterparts. All section and paragraph headings in this NDA are for reference purposes only and shall not affect the meaning or interpretation of this NDA. This NDA may be executed in one or more counterparts, each of which shall be deemed an original but all of which together shall constitute one and the same instrument. The execution of this NDA may be by actual, electronic or facsimile signature.