Separation Agreement


THIS SEPARATION AGREEMENT (the “Agreement”), is effective as of  (the “Effective Date”) between Healthy Steps Nutrition, LLC, (“HSN”) a limited liability company with a principal place of business in the State of Florida, and   .

NOW, THEREFORE, in consideration of the promises and the mutual agreements contained herein, the parties hereby agree as follows:

ARTICLE 1 CONFIDENTIAL CONSIDERATIONS

Section 1.1 Non-Disclosure.

Employee agrees that Employee will not in any manner or form, at any time disclose, revel, unveil, divulge or release either directly or indirectly, any confidential information for personal use or for the benefit of any third party and shall at all times endeavor to protect all confidential information belonging to HSN.  Employee further agrees that Employee will not disclose confidential information concerning HSN, HSN’s employees, or HSN’s affiliates which could adversely affect HSN’s image, reputation, or value.

Confidential information includes, but is not limited to:

  1. HSN customer information such as names, addresses, telephone numbers, medical information, and banking information;
  2. All secrets, trade secrets, ideas, processes, and procedures of HSN;
  3. HSN’s business methods, practices, strategies, related information including marketing and advertising tactics, and client retention information;
  4. HSN’s financial information such as pricing structure, profit margins, sales information or data, terms of contracts, costs, and banking information;
  5. HSN’s proprietary information such as employee manuals, advertising plans, training manuals, names of HSN’s suppliers and customers, recipes, number of employees, and general business structure;
  6. Information received by HSN from third parties to whom HSN owes a duty of confidence; and
  7. Any information or knowledge which Employee derived as a result of being employed by HSN.

Section 1.2 Removal of Confidential Information.

Employee agrees that Employee will not make copies or summaries, nor maintain original copies, of confidential information.  Furthermore, any copies of confidential information presently held by Employee must be returned to HSN within fourteen (14) days of execution of this agreement.  Within that same period of time, any marketing or promotional materials which are considered to be the property of HSN shall be removed from employee’s social media, place of business, and any other area which may cause confusion among the public as to whether or not Employee is still associated with HSN.  Employee agrees to cease the utilization of HSN’s marketing materials after the date of execution of this agreement.

ARTICLE 2 NON-SOLICITATION

Section 2.1 Clients.

Employee agrees that for a period of twelve (12) months from the date of execution of this agreement that Employee will not directly, or indirectly, solicit competitive business from any client or customer of HSN (including any potential client of HSN) that was contacted, solicited, or served by Employee while employed by HSN.  Additionally, for the same period of time, Employee shall not perform services or accept any business (which is competitive with HSN), directly or indirectly, from any of the customers and clients described above, which involves Employee performing similar functions or acting in a similar capacity as when Employee was employed by HSN.

 

Section 2.2 HSN Employees and Contractors.

Employee agrees for a period of twelve (12) months from the date of execution of this agreement, not to directly or indirectly, recruit, solicit, or otherwise induce or attempt to induce any employee or contractor of HSN to terminate their employment or contract with HSN or otherwise act contrary to the interests of HSN.

Section 2.3 HSN Competition.

Employee agrees for a period of three (3) months from the date of execution of this agreement, that Employee shall not, in any manner, represent, provide services or engage in any aspects of the business that would be deemed similar in nature to the business of HSN without the written consent of HSN.  Not shall Employee solicit any client, customer, officer, staff or employee for the benefit of himself/herself or a third party that is or may be engaged in a similar business.

ARTICLE 3 MISCELLANEOUS

Section 3.1 Entire Agreement.

This Agreement constitutes the entire agreement between the parties respecting the subject matter hereof and supersedes all prior written or oral agreements, representations, assurances, promises or understandings in a variation of its terms.

Section 3.2 Amendments.

Except as expressly set forth herein, this Agreement can only be amended by agreement in writing signed by duly authorized representatives of the parties hereto.

Section 3.3 Governing Law; Jurisdiction.

This Agreement shall be governed by the laws of the State of Florida and by the laws of the United States of America, and the parties agree to the exclusive jurisdiction of the federal and state courts located in Broward County, Florida without giving effect to the conflict of law provisions thereof. The parties waive trial by jury in all matters relating to this Agreement.

Section 3.4 Injunctive Relief

Employee acknowledges (i) the unique nature of the protections and provisions established and contained within this agreement, (ii) that HSN shall suffer irreparable harm if Employee should breach any of said protections or provisions, and (iii) that monetary damages would be inadequate to compensate HSN for said breach.  Therefore, should Employee cause a breach of any of the provisions contained within this agreement, then HSN shall be entitled to injunctive relief, in addition to any other remedies at law or equity, to enforce said provisions. If a party is successful in recovering damages or obtaining injunctive relief, the other party agrees to be responsible for paying all of the prevailing party’s expenses in seeking such relief, including all costs of bringing suit and all reasonable attorneys’ fees.

Section 3.5 Severability.

In the event that any part of this Agreement shall for any reason be finally adjudged by a court of competent jurisdiction or determined by a governmental body to be invalid or unenforceable, then this Agreement shall continue in effect and such part shall be excised from this Agreement.

Section 3.6 Waiver.

Except as otherwise specifically provided herein, no failure or delay on the part of any party hereto to enforce any provision of this Agreement or to exercise any right granted hereby shall operate as a waiver thereof unless or until the right to enforce any such provision or to exercise any such right has been waived in writing by such party. Any waiver of any provision hereof or right hereunder shall be effective only in accordance with its terms. No waiver of any provision hereof or any right hereunder shall constitute a waiver of a continuance or reoccurrence of the failure to perform, except as provided in such waiver.

Section 3.7 Headings.

The headings of the various articles and sections hereof are for convenience of reference only, shall not be deemed to be a part hereof, and shall not affect the meaning or construction of any provision hereof.

 

The parties have executed this Agreement through their authorized representatives indicated below and by signing below each authorized representative acknowledges its receipt, reading, understanding and acceptance of this Agreement.

HEALTHY STEPS NUTRITION, LLC

Name of person signing: Lauren Nicole Aucoin                                                                   

Date:      

 

EMPLOYEE

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Date:  

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Signed by L. Nicole Aucoin
Signed On: September 22, 2019


Signature Certificate
Document name: Separation Agreement
lock iconUnique Document ID: 16eababa91b80f13b3245fd8deffdd670e812dec
Timestamp Audit
September 22, 2019 4:10 pm ESTSeparation Agreement Uploaded by L. Nicole Aucoin - consulting@healthystepsnutrition.com IP 45.29.179.56