Placement & Recruitment Candidate NDA V2

We are Excited You are Exploring our Luxury Household Staffing & Private Placement Services!

Estate Management Solutions is a boutique luxury household management, service, staffing, and education company – we are proud to be able to offer state-of-the-art Luxury Household Staffing & Placement Services to those who are seeking unique work opportunities within a highly-niche luxury service industry.

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 service experience is as beneficial, friendly, and informative as possible.

As you prepare to begin, 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

Placement Program Confidentiality Agreement

For Luxury Household Staffing & Private Placement Services

This Non-Disclosure Agreement (for Luxury Household Staffing & Private Placement Services) (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 person whose name appears on the line below:

Placement Candidate Name:

(the “Candidate”, or “I”).

EMS and the Candidate 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 Candidate acknowledges that they are entering into this Agreement in furtherance of a sincere desire to participate in EMS’ Luxury Placement Services (the “Placement Program”) to support their current efforts to obtain the job/role they are seeking within this niche service industry. The Candidate acknowledges that, in connection with the Candidate’s participation in the Placement Program, the Candidate will inevitably encounter and become familiar with EMS proprietary information, trade secrets, service processes, business resources, etc. that are special, uniquely-sensitive, and of extraordinary value to EMS and its business.

The Candidate acknowledges that EMS has spent, and will be continuing to expend, substantial amounts of time, effort, resources, and money to develop its business, proprietary information, trade secrets, placement processes, reputation, goodwill relationships, etc. to become an effective service organization and, as such, EMS has multiple legitimate business interests to be protected in the process of making the Placement Program available to the Candidate.

The Candidate further acknowledges and agrees that, in light of the niche industry in which EMS operates, as well as the uniquely sensitive nature of the role placements that the Candidate is seeking to land through the Placement Program, it is fully reasonable towards the protection of EMS’ multiple legitimate business interests that all participants of the Placement Program express their written promises 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 Placement Program and for a reasonable period of time afterwards, as is provided in this Agreement.

The Candidate acknowledges that their participation in EMS’ private Placement Program will involve voluntary participation in an in-depth pre-placement background screening process that includes Behavior Analysis Review, personal reference checks, criminal history screening, and other role-feasibility assessments.
The Candidate acknowledges that EMS cannot and will not make any guarantees that the Candidate will achieve a job/role placement via participation in the Placement Program (even if the Candidate turns out to have the most positive background screen in the history of mankind). While EMS promises to make a good faith service effort to support the Candidate to achieve successful placement, the Candidate acknowledges and understands that all choices regarding the hiring of their services will ultimately remain with each potential employer; and that for all purposes of this Agreement, EMS shall never be deemed or referred to as an employer of the Candidate.
The Candidate acknowledges that they have reviewed, understand, and agree with the complementary and integral terms, conditions, consents, and supporting information about the Placement Program, including all information available on relevant pages of the EMS Website: www.HNWSolutions.com.

Confidentiality

PROTECTED DISCLOSURES BY EMS. In connection with the Candidate’s enrollment and participation in the Placement Program, the Candidate will encounter and have substantial contact with information, resources, potential employers, etc. that are proprietary and confidential to the legitimate business interests of EMS, including:
- EMS Materials: For purposes of this Agreement, “EMS Materials” shall be interpreted to mean and include all materials, forms, questionnaires, tools, computers, devices, records, plans, documents, templates, drafts, schematics, outlines, notes, client lists, vendor lists, address books, media, including all additions to, deletions from, alterations of, and revisions in the foregoing that EMS delivers, teaches, shares, posts, makes available, or otherwise communicates to the Candidate in written, digital, or other format in the Placement Program (collectively, “EMS Materials”);
- Proprietary EMS Information: For purposes of this Agreement, “Proprietary EMS Information” shall be interpreted to mean and include any information about the Placement Program, 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’ customers, vendors, or other stakeholders), including information, data, records, templates, files, notes, performance metrics, etc., relating to EMS’ Placement Program 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, EMS 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, candidates, 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 EMS 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 Candidate 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 and agree 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 Candidate; (3) information that was lawfully received by the Candidate from a third party who was under no obligation of confidentiality with respect such information.

Candidate Non-Disclosure Agreement

At all times during and after the Candidate’s participation in the Placement Program, UNLESS the Candidate has obtained the express prior written permission otherwise from EMS, the Candidate agrees and PROMISES TO NOT, directly or indirectly:

Make copies or take photographs of any Confidential Information;
Disclose, transfer, or distribute any Confidential Information to any unauthorized third party;
Use any Confidential Information for the Candidate’s unauthorized personal or commercial gain;
Post, share, publish, republish, upload, etc. any Confidential Information in any public or private channel, forum, social media platform, etc. without authorization; or
Use or apply any Confidential Information or other information received in connection with participation in the Placement Program to compete, solicit, etc. against EMS or to create, revise, improve, derivate, etc. any service and/or product offerings of any EMS market competitors.
The Candidate acknowledges that the business of EMS has its principal office in Dallas, Texas and has current operations in 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”).

Permitted Uses

The Parties agree that the Placement Program is offered by EMS for the sole intention to support the Candidate in their efforts to obtain a unique job/role in service to a luxury household or estate. Upon the Candidate’s successful completion of the Placement Program, the Candidate may use those resources and non-Confidential Information that are collected during the Placement Program to support job/role search efforts.

Return of EMS Property. Upon any termination of this Agreement, the Candidate 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 Candidate caused to be stored on any computers, equipment, devices, phones, or media that is not owned or accessible to EMS.

Remedies and Injunctive Relief

The Candidate acknowledges that a violation (or threatened violation) by the Candidate of any of the promises contained in Sections 1, 2, 3 or 4 of this Agreement would cause irreparable damage to EMS 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 Candidate agrees that, notwithstanding any provision of this Agreement to the contrary, EMS shall be entitled—without the necessity of showing economic loss or other quantified 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 Candidate breaches 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 Candidate. The Candidate 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 Candidate also agrees to pay to EMS any financial gain received, directly or indirectly, as a result of the Candidate’s misuse or unauthorized disclosure of Confidential Information.

Lawful Consideration

In consideration for the Candidate’s signed promises under this Agreement and payment of applicable Placement Program fees, EMS will permit the Candidate to enroll and participate in the Placement Program to pursue valuable, unique, and specialized job/role opportunities. The Parties agree that a material breach by the Candidate of any obligations under this Agreement shall be considered grounds for an immediate “Expulsion for Cause” from the Placement Program without refund of service fees.

Miscellaneous

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 Candidate regarding the Candidate’s participation in the Placement Program. This Agreement may be amended, supplemented, modified, or terminated early only by a written agreement signed by the Parties.
Survival of Certain Provisions. The Parties agree that the Contractor’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 Candidate and their heirs, successors, etc. By contrast, the Candidate’s responsibilities and obligations under this Agreement which pertain to marketplace competition within EMS’ Operations Territory shall survive any termination of this Agreement and shall be binding and enforceable upon the Candidate and their heirs for a period of 1 year from the date this Agreement is signed by the Parties.
Ownership of EMS Materials. The Candidate acknowledges that EMS is the owner of all EMS Materials and Confidential Information and all copies thereof and all intellectual property rights therein.
Publicity & Use of EMS Name. The Candidate 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.
Severability. If any individual terms of this Agreement are held or deemed to be unenforceable (for whatever reason) 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.
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.
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.
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.

Candidate Representations and Warranties

In signing this Agreement, the Candidate 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 Placement Program;
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 Candidate, am expressing my good-faith acknowledgment 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 opportunities that will be made available to me in connection with my participation in the Placement Program, all terms of this agreement and restrictive covenants are fully reasonable à 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 EMS service and 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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January 12, 2023 3:16 PM CDT

Placement & Recruitment Candidate NDA V2 Uploaded by Peter Van Ryder - [email protected]ons.com IP 72.190.119.175