Contract Procurement Noncomete and Nondisclosure

Contract Procurement

NONCOMETE and NONDISCLOSURE AGREEMENT

law business

NONCOMPETE and NONDISCLOSURE AGREEMENT

This Noncompete and Nondisclosure Agreement ("Agreement") is made effective for all purposes and in all respects as of this 14th day of May 2010, by and between Texas Doc LLC.

("Company") and Bob Bobswell ("Editor"). Company and Editor shall collectively be known herein as "the Parties."

* in many situations, nondisclosure and noncompetition agreements are bundled into the same agreement since the clauses are severable

Since most films/documentaries create an LLC to handle all the business surrounding the film, I have created an imaginary LLC for this documentary, which shall be the hiring entity. This protects the filmmakers from personal liability as they can hide behind the corporate veil in the case of a lawsuit.

WHEREAS, Company is engaged in the business of making a documentary about the lives of illegal immigrants in Texas (the "Project");

WHEREAS, Editor is an independent contractor hired by Company to perform any and all editing services required by the Company regarding the script for the Project;

WHEREAS, Editor shall receive good and valuable consideration for his services;

THEREFORE the Parties, intending to be legally bound, hereby agree as follows:

A. RESTRICTED PERIOD. Editor agrees that during the term of his services contract with Comany, Editor will not engage in writing services of any kind for any other entity. Additionally, for a period of eighteen (18) months following the cessation of employment for any reason the (the "Restricted Period") the Editor will not directly or indirectly solicit any Editor of Company for employment elsewhere (i.e., employment with any person or entity other than Company).

* Non-competition agreements are generally considered valid as long as they are reasonable in both geographic scope and duration

. Since Editor is not an Editor and merely an independent contractor, Company cannot restrain him working for competitors after the contract has been fulfilled, as that is how he earns his livelihood. However, to as an incentive to Editor to not beach his contract with Company by taking a job with someone else, this clause in conjunction with the specific performance clause later in this agreement will make Company able to enjoin Editor from continuing to work for another company during the term of his agreement with Company. Further, Company can protect itself from Editor either employing for himself entities of the Company, or taking them to other organizations.

B. RESTRICTED TERRITORY. For purposes of this Agreement, the "Restricted Territory" shall be defined as Worldwide.

*Note: Typically, it is not reasonable for geographic scope to e so broad as to encompass the entire globe, but since movie making is a world-wide industry, it is arguable reasonable to do so here.

C. NONDISCLOSURE. For so long as Editor shall be under contract to Company and in perpetuity after the contract term has ended, Editor shall not disclose or communicate any "Confidential Information" of Employer to any person or entity other than Employer nor use said "Confidential Information" for any purpose or reason other than the benefit of Employer. For purposes of this Agreement, "Confidential Information" means (but is not limited to) any information regarding Employer's copyrighted information, future or current projects, trademarks, trade secrets, business methods, business policies, procedures, techniques, research or development projects or results, financial information of any kind, trade secrets or other knowledge possessed by Employer which is not generally known by individuals outside of the Employer (including Employer's Editors, consultants, and advisors).

* Note: Noncompete agreements are difficult to enforce in court because of public policy concerns, however courts are much more willing to uphold nondisclosure covenants

. So, even though the scope of this clause is broad such that it encompasses disclosure to any person in perpetuity, a court of law will likely enforce it against Writer with an injunction and monetary damages.

D. GOVERNING LAW. It is intended by the Parties that this Agreement be valid and enforceable under the laws of the state of Texas and that the laws of this state shall govern this Agreement's interpretation.

*Note: The choice of law clause is very important because different states treat noncompetition agreements with varying degrees of acceptance. Since most films originate in California, it is likely that both the Company and Editor are California residents and it would probably make more sense to use California law; but California law is very strict on noncompetition agreements

. Therefore, since the film will be shot in Texas, it makes sense to choose Texas law instead.

E. ARBITRATION. Any controversy or claim arising out of or relating to this Agreement, its enforcement, arbitrability or interpretation shall be submitted to final and binding arbitration, to be held in Los Angeles County, California, before a single arbitrator, in accordance with California Code of Civil Procedure § 1280 et seq. The arbitrator shall be selected by mutual agreement of the parties or, if the parties cannot agree, then by striking from a list of arbitrators supplied by the American Arbitration Association or JAMS/Endispute. The prevailing party in any such proceeding shall be entitled to recover, from the losing party, its reasonable attorneys' fees and costs.

* Note: Again, since both parties likely are California residents, they are subject to jurisdiction in California and therefore can decide to arbitrate in California

. It would be expensive for Company to Texas to settle a dispute so it's easiest to handle everything Los Angeles. Also, arbitration is much less expensive than a court trial so it's best for everyone to avoid court. However, practically, this agreement could still make it to court to challenge this arbitration clause first, and then to challenge the validity of the entire agreement in general.