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Essentials of Household & Estate Management Course!

Thank you for registering for the Essentials class.

Estate Management Solutions is a pioneer luxury household management, service, staffing, and education company – we are proud to be able to offer industry-leading educational courses to service professionals interested to learn about the methodologies and specialized skills, tools, protocols, and systems that EMS has created and/or discovered to be instrumental within its niche service industry.

EMS created its Essentials of Household & Estate Management Course with its state-of-the-art EMS Curriculum to teach students the information and skills necessary to draft and implement Systems, Policies & Procedures Manuals for a luxury household management system.

The EMS team is committed to exceptional quality of service in every aspect of our business – we will do everything we can to make sure your education experience is as beneficial, friendly, and informative as possible.

As you prepare to begin your Essentials Course, please take all the time you need to review and complete our terms of agreement pertaining to Confidentiality & Marketplace Competition.

We understand there is a lot of information here. If you have any questions, or if you do not understand any of our service terms, conditions, or policies, please do not hesitate to ask us for clarification.

Peter Colt Van Ryder
Founder & CEO

[email protected]
Dallas: (214) 605-7286 | Austin: (512) 969-8280  | Houston: (713) 258-9800
www.HNWSolutions.com

Student Confidentiality & Non- Competition Agreement

This Student Confidentiality & Non-Competition Agreement (this “Agreement”) is by and between HNW Solutions, LLC, a Texas Limited Liability Company doing business as Estate Management Solutions (“EMS” or “We”) and the student whose name appears on the line below:

Student Name:  

(the “Student”, or “I”), (collectively, “Parties”).

EMS and the Student will be referred to in this Agreement individually by name or as “Party” and collectively as “Parties.”  The Parties, intending to be legally bound, agree as follows:

Party Acknowledgements

• The Student acknowledges that they are entering into this Agreement in furtherance of a sincere desire to participate in EMS’ Essentials of Household & Estate Management Course (the “Essentials Course”) to learn about how to design, draft, and implement a Systems, Policies & Procedures Manual for a luxury household management system and other fractional services. The Student also acknowledges that, in connection with the Student’s participation in the Essentials Course, the Student will encounter and become familiar with proprietary information, trade secrets, service processes, learning resources, etc. that are special, uniquely-sensitive, and of extraordinary value to EMS.
  
  The Student acknowledges that EMS has spent, and will be continuing to expend, substantial amounts of time, effort, resources, and money to develop its business and its trade secrets, business strategies, placement processes, reputation, goodwill, relationships with employees, clients, vendors, other market players, etc., and to become an effective service organization. The Student acknowledges that EMS has multiple legitimate business interests to protect in the process of facilitating the Essentials Course.
  
  The Student further understands and agrees that, in light of the niche industry in which EMS operates, as well as the uniquely sensitive nature of the information, learning resources, and specialized teachings that will be made available by EMS in the process of teaching the Essentials Course, it is fully reasonable for the protection of EMS’ multiple legitimate business interests that students of the Essentials Course express their written agreement NOT TO DISCLOSE any of EMS’ Confidential Information (as defined below) and NOT TO ENGAGE UNFAIR MARKET COMPETITION against EMS during their participation in the Essentials Course and for a reasonable period of time afterwards, as is provided in in this Agreement.

• The Student acknowledges: (i) that the business of EMS has its principal office in Dallas, Texas and has current operations in Texas, California, Chicago, Florida, New York, and Louisiana; (ii) that it is expected that EMS will have business activities and valuable business relationships within its industry throughout the State of Texas, the United States, and, in time, in other countries across the world; and

• The Student acknowledges that they have reviewed, understand, and agree with all other complementary & integral terms, conditions, consents, supporting information, etc. regarding participation in the Essentials Course, including all information available on relevant pages of the EMS Website: HNWSolutions.com.

Confidentiality

1. PROTECT DISCLOSURES BY EMS. In connection with the Student’s enrollment and participation in the Essentials Course, the Student will encounter and have substantial contact with information and learning resources that are proprietary and confidential to the legitimate business interests of EMS, including:

• • COURSE MATERIAL: For purposes of this Agreement, the term, “Course Materials” shall be interpreted to mean and include all information and materials about the EMS Curriculum, the Essentials Course structure, EMS teaching methods, as well as the contents and delivery framework of all lectures & seminars (live and recorded), educational materials, learning resources, emails, etc. that EMS delivers, teaches, shares, posts, makes available, or otherwise communicates to the Student in written, digital, or other format in connection with the Student’s participation in the Essentials Course, including Trello board strategies, templates, file structures, data gathering & implementation processes, etc. (collectively, “Course Materials”); and

• • PROPRIETARY EMS INFORMATION: For purposes of this Agreement, “Proprietary EMS Information” shall be interpreted to mean and include any information about the Essentials Course, EMS, or the business of EMS that the unpermitted release of which could reasonably be expected to cause harm to EMS (or any of EMS’ stakeholders), including information, data, records, templates, files, notes, performance metrics, etc., relating to the Essentials Course and other business operations, plans, trade secrets, product & service offerings, educational offerings, industry-specialized skill sets, service practices and systems, file structures, fractional services, surveys, client lists, vendor lists, client acquisition strategies, employee staffing and/or training programs, marketing plans, etc., as well as all patents and/or patentable subject matter, copyright materials, trade secrets, and other intellectual property in written, printed, digital, or other format (collectively, “Proprietary EMS Information”); and

• • PROTECTED STAKEHOLDER INFORMATION: For purposes of this Agreement, “Protected Stakeholder Information” shall be interpreted to mean and include any information, data, photographs, video recordings, service records, reports, postings, communications, Course Materials, etc. in written, printed, digital, or other format that reference or contain information relating to, belonging to, or in any way identifying the business or personal/private information of any of EMS’ clients, vendors, owners, employees, contractors, students, Students, instructors, industry colleagues & partners, etc. (collectively, “Protected Stakeholder Information”).
    
    
• DEFINITION OF CONFIDENTIAL INFORMATION. In the interests of supporting clear interpretation of this Agreement, the Parties intend that the term “Confidential Information,” when used in this Agreement, shall be used as an intentionally-crafted catch-all term that is interpreted to mean and include all of the Proprietary EMS Information, all Protected Stakeholder Information, and all Course Materials that are defined above. Without limiting the scope of this definition, the term "Confidential Information" shall specifically include information communicated or in any way disclosed by EMS to the Student pertaining to EMS’ clients, potential placement openings, client services, specialized industry skillsets, fractional services, household manuals, household templates, industry-specific education programs, industry-specific staffing programs, etc. that is not generally known outside of EMS.  

• • EXCEPTIONS TO CONFIDENTIAL INFORMATION. The Parties intend that the definition of “Confidential Information” shall be interpreted to NOT INCLUDE: (1) information that was freely available in the public domain at the time the Parties execute this Agreement; (2) information that subsequently came to be freely available within the public domain through no cause or fault of the Student; (3) information that was lawfully received by the Student from a third party who was under no obligation of confidentiality with respect such information.

Student Non-Disclosure Agreement

1. PROTECTION OF EMS CONFIDENTIAL INFORMATION. At all times during and after the Student’s participation in the Essentials Course, UNLESS the Student has obtained the express prior written permission from EMS, the Student agrees and PROMISES TO NOT, directly or indirectly:
   • Make copies or take photographs of any Confidential Information;
   • Disclose, transfer, or distribute Confidential Information to any unauthorized third party;
   • Use or disclose any Confidential Information for the Student’s personal or commercial gain;
   • Post, share, publish, or republish any Confidential Information in any public channel, forum, social media platform, etc.; or
   • Use or apply any Confidential Information or other information received or collected from the Essentials Course to create, revise, improve, derivate, etc. any service and/or product offerings of any EMS market competitors (especially not to those competitors who offer services similar to EMS’ luxury household management and system-manual drafting services).
2. PERMITTED USES. The Essentials Course is intended to support the Student in their efforts to develop a specialized skillset for service luxury households and estates. Upon the Student’s successful completion of the Essentials Course, the Student will be permitted to use the resources and non-Confidential Information that are collected during the Essentials Course to design, draft, and implement a systems & policies manual for a luxury household in accordance with this Agreement. 

• • RETURN OF EMS PROPERTY. Upon any termination of this Agreement, the Student agrees and promises to promptly return any and all Confidential Information to EMS without retaining any copies, as well as to fully destroy any digital versions of Confidential Information that the Student caused to be stored on any computers, equipment, devices, phones, or media that is not owned or accessible to EMS.

Student Non-Competition & Non-Solicitation Agreements

1. PROMISE NOT TO ENGAGE MARKETPLACE COMPETITION AGAINST EMS. At all times while the Student is taking the Essentials Course, and for a period of 1 year after the Student is finished with the Essentials Course or chooses to stop participating in the Essentials Course (for whatever reason), unless the Student has obtained prior express written consent from EMS, the Student agrees and promises TO NOT apply the skillsets, Course Materials, trade secrets, or other Confidential Information that the Student learns or gathers during the Essentials Course to inform, improve, participate with, work for, etc., directly or indirectly, any business or contracted service that involves the design, sale, or managed implementation of luxury household systems manuals (or related products and fractional services that are competitive to the offerings of EMS) within Dallas, Fort Worth, and surrounding areas in the State of Texas, as well as those certain other specific areas in Texas, California, Chicago, Florida, New York, Louisiana, etc. where EMS currently operates or has plans to operate in the reasonably near future (collectively, “EMS Operations Territory”).

2. PROMISE NOT TO SOLICIT OR DIVERT EMS BUSINESS, CLIENTS, OR VENDORS. At all times while the Student is taking the Essentials Course, and for a period of 1 year after the Student is finished with the Essentials Course or chooses to stop participating in the Essentials Course (for whatever reason), unless the Student has obtained prior express written consent from EMS, the Student agrees and PROMISES THAT THE STUDENT WILL NOT, directly or indirectly:

• • Solicit to or agree to perform luxury household manual services and/or related services for any party in the EMS Operations Territory that the Student has dealing with or learns about in connection with their participation in the Essentials Course;
  • Divert any business, vendor, or client of EMS towards the Student’s personal service business or towards the business of any competitor of EMS; and
  • Employ, engage as an independent contractor, or otherwise offer or induce any person, client, or vendor who has been employed or engaged by EMS at/around the general time the Student participates in the Essentials Course to leave or otherwise change their employment or service engagement with EMS.

Remedies and Injunctive Relief

The Student acknowledges that a violation (or threatened violation) by the Student of any of the promises contained in Sections 1, 2, 3, or 4 of this Agreement would cause irreparable damage to the Company in an amount that would be material but not necessarily readily ascertainable, and that any typical remedy at law (including the payment of purely monetary damages) would be generally inadequate. Accordingly, the Student agrees that, notwithstanding any provision of this Agreement to the contrary, EMS shall be entitled—without the necessity of showing economic loss or other actual damage—to injunctive relief (including temporary restraining orders, preliminary injunctions and/or permanent injunctions) in any court of competent jurisdiction for any actual or threatened breach of any of the promises set forth in Sections 1, 2, 3, or 4 of this Agreement in addition to any other legal or equitable remedies EMS may have. The preceding sentence shall not be construed as a waiver of the rights that EMS may have for damages under this Agreement or otherwise; all of EMS rights shall deemed as reserved, in-tact, and unrestricted.

• CALCULATING DAMAGES. In light of the difficulty to accurately measure the harm that EMS may suffer if the Student breaches their confidentiality obligations under this Agreement, the Parties agree that an initial general damages estimate shall be a sum of at least $100,000 for each instance of unauthorized disclosure of Confidential Information that is caused by the Student. The Student is in full agreement that this sum represents a fair and reasonable estimate of the minimum amount of financial harm that would result from any breach of this Agreement, even if difficult for EMS to prove at the time of dispute resolution. In the event of any breach, the Student also agrees to pay to EMS any financial gain received, directly or indirectly, as a result of the Student’s misuse or unauthorized disclosure of Confidential Information.

Lawful Consideration

In consideration for the Student’s signed promises under this Agreement, and for their payment of tuition costs, EMS will permit the Student to enroll and participate in the Essential Course to learn about valuable, unique, and specialized skillsets, industry practices, resources, etc. A material breach by the Student of any promises or obligations under this Agreement shall be considered grounds for an immediate “Expulsion for Cause” from the Essentials Course without refund of service fees.

Miscellaneous

1. ENTIRE AGREEMENT; TERM; AMENDMENTS. This Agreement constitutes a complete and exclusive statement of the terms of the agreement between the Parties with respect to its subject matter. This Agreement shall become effective immediately upon its execution by all Parties, and shall remain in full force and effect until terminated by the Parties in accordance with the terms of this Agreement (the “Term”). During the Term, this Agreement shall be held to supersede all prior agreements between the Parties with respect to its subject matter, provided, however, that nothing in this Agreement shall supersede or amend, and the provisions of this Agreement shall be in addition to, the other terms of agreement between EMS and the Student regarding the Student’s participation and enrollment in the Essentials Course. This Agreement may be amended, supplemented, modified, or terminated early only by a written agreement signed by the Parties.
2. SURVIVAL OF CERTAIN PROVISIONS. The Parties agree that the Student’s responsibilities and obligations under this Agreement which pertain to protection and non-disclosure of Confidential Information shall survive any termination of this Agreement indefinitely and be binding and enforceable upon the Student and their heirs, successors, etc. By contrast, the Student’s responsibilities and obligations under this Agreement which pertain to marketplace competition within the Operations Territory shall survive any termination of this Agreement and shall be binding and enforceable upon the Student and their heirs for a period of not less than 1 year from the date this Agreement is signed by the Parties.
3. OWNERSHIP OF COURSE MATERIALS. The Student acknowledges that EMS is the owner of all Course Materials and all Confidential Information and all copies thereof, and all intellectual property rights therein.
4. PUBLICITY & USE OF EMS NAME. The Student may not use the EMS name, logo, or trademark in public channels or on social media without the prior written consent of an authorized representative of EMS.
5. SEVERABILITY. If any individual terms of this Agreement are held or deemed to be unenforceable or too broad to permit full enforcement of such term(s) as written, then the Parties intend and agree that any such provision shall be automatically modified/narrowed to be enforceable to the maximum extent permitted by law. Additionally, if any of the terms of this Agreement are held or deemed to be illegal or invalid for any reason, such terms shall be deemed as severed from this Agreement and the validity of all other terms of this Agreement shall not be affected and shall carry on to be enforced to the maximum extent permitted by law.
6. GOVERNING LAW; JURISDICTION; SERVICE OF PROCESS. This Agreement, and the performances of the Parties under this Agreement, shall in all respects be governed and construed under the laws of Texas without regards to conflicts of laws principles that would require the application of any other law.  Any legal action or proceeding arising out of or relating to this Agreement—whether mediation, negotiation, arbitration, or litigation—may be brought in the courts of the State of Texas, County of Dallas; or, if there is a basis for jurisdiction, such actions may be brought in a United States District Court for Texas. In the event the Parties must undergo to resolve any matter stemming from, or otherwise related to, this Agreement, the exclusive venue for any and all disputes, whether through mediation, negotiation, arbitration, or litigation, shall be Dallas County, Texas, unless the Parties agree otherwise. Each of the parties irrevocably submits to the jurisdiction of such courts in any such action or proceeding and waives any objection it may now or hereafter have to venue or convenience of forum. Service of process in any action or proceeding referred to in the preceding sentence may be served on any party anywhere in the world.
7. WAIVER. No waiver of any provision of this Agreement, or any right or remedy arising under any provision of this Agreement, shall be effective unless such waiver is in writing and executed by an authorized representative of the waiving Party. No waiver with respect to a specific circumstance shall be deemed a waiver as to any other circumstance.
8. EXECUTION. This Agreement may be executed in multiple counterparts, each of which shall be deemed an original. All counterparts, when taken together, shall constitute the same agreement instrument.  A digital or pdf signature will have the same force and effect as an original hand-written signature.
9. STUDENT REPRESENTATIONS AND WARRANTIES. In signing this Agreement, the Student represents and warrants to EMS that:
   • If I am signing this Agreement on behalf of an entity, such as a corporation, LLC, partnership, etc., then I represent and warrant to EMS that (a) I am an authorized representative of that entity; (b) I have the necessary authority to bind that entity to this Agreement; and (c) I agree to be enter into this Agreement on behalf of that entity;
   • I have carefully read this Agreement and fully understand and agree with the restrictive covenants imposed by this Agreement, as well as all other terms, conditions, consents, policies, etc. that apply to my participation in the Essentials Course;
   • I have not been coerced to sign this Agreement, nor am I under any form of duress at the time I sign and consent to this Agreement;
   • I have the right and desire to enter into this Agreement; and
   • Prior to signing this Agreement, I have had more than adequate time to consider entering into this private and legally enforceable contractual Agreement with EMS, including the opportunity to discuss the terms, conditions, and legal implications of this Agreement – and all other complementary and integral terms applicable to my participation – with an attorney of choice.

Accordingly, By signing below, I, the Student, am expressing my good-faith acknowledgement and agreement that, especially given the positive goodwill and scope of EMS business in its niche industry, as well as the uniqueness of the information and specialized skillsets that will be shared with me through the Essentials Course, all of the terms of agreement and restrictive covenants to be imposed by this Agreement are reasonably-tailored with respect to subject matter, time period, and geographical area - these restraints do not and will not constitute a threat to my livelihood. I believe that the harm to EMS that could arise through a choice to not enforce the provisions of this Agreement significantly outweigh any potential workplace limitations or harms that I would experience as a result of enforcement by injunction or otherwise. I understand the voluntary nature of all background screening processes and I promise that I am not aware of any law, rule, regulation, order, agreement, promise, undertaking, or other fact or circumstance which would prevent full execution and performance of this Agreement as written.

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Document name: Student NDA & Non-Compete V2

Unique Document ID: 3b1a64fcc253a4f967fd580f1765ad12c0caa0a1

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Timestamp	Audit
January 12, 2023 3:09 PM CDT	Student NDA & Non-Compete V2 Uploaded by Peter Van Ryder - [email protected] IP 47.188.180.22

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