FILED: NEW YORK COUNTY CLERK 04/28/2015 04:20 PM

NYSCEF DOC. NO. 65

INDEX NO. 653998/2014

RECEIVED NYSCEF: 04/28/2015

Non-Disclosure/Non-Solicitation Agreement
Employees Initials:
Daniel Newhouse (the "Employee"), residing at 100 Bayview Drive. Apt. 2017, Sunny Isles
Beach, Florida 33160, in consideration of Employee's employment by The Peebles Corporation, a
Florida corporation and/or any of its affiliated entities (collectively, the "Company"), and the
compensation paid or to be paid to Employee, as well as such other consideration and benefits to be
provided to Employee by the Company, agrees as follows:
1.
Company and Affiliates. The term Company as used in this agreement includes The
Peebles Corporation, a Florida corporation and/or any of its affiliated entities and all of its
divisions, subsidiaries or affiliates. The provisions of this agreement shall be binding upon
Employee whether he or she is employed by the above-named employer or any other affiliated
company, or any successor thereto.
Disclosure by Employee. Employee will disclose and assign to the Company any
2.
and all material of a proprietary nature developed by Employee in connection with the services
Employee is providing specifically :for Company under terms of employment, particularly
including, but not limited to, material subject to protection, trade secrets or as patentable or
copyrightable ideas. . Employee hereby assigns and agrees to assign to Company any right, title
or interest in all such intellectual property, and goodwill conceived, invented, or discovered,
either solely or jointly with another or others in connection with the services Employee is
providing specifically for Company during his employment or engagement, and which relates to
or is capable of use in connection with the business of the Company or any services or products
or services offered, used, sold or being developed by the Company at the time said material is
developed. Company shall not be entitled to any patent, trademark, service mark, copyright
and/or intellectual property rights in and to any artwork, documents, trademarks, copyrights,
service marks, inventions or ideas developed by the Employee entirely on his own time without
use of Company's confidential information or trade secret information.
Confidential Information. Employee acknowledges that in his or her employment or
3.
engagement he or she will be making use of, acquiring or adding to the Company's "Confidential
Information," which includes, hut is not limited to memoranda and other material or records of a
proprietary nature; technical data; records and policy matters relating to research, finance, capital
sources, accounting, sales, personnel, management, and operations; matters particularly relating to
operations and project acquisitions, financing and development. Additionally, Employee will be
making use of, acquiring or accessing similar information and records relating to the Principal of
the Company and his family members. For purposes of this Agreement, all such information
pertaining to the Principal or members of his family shall be deemed Confidential Information.
Therefore, in order to protect the Confidential Information and to protect other employees or
independent contractors who depend on the Company for regular employment, Employee agrees as
follows:
1

Employee will not during or after the term of his or her employment or
(a)
engagement in any way utilize any of said Confidential Information, except in connection with my
employment or engagement by the Company and Employee will not copy, reproduce, or take with
him or her the original or any copies of said Confidential Information.
At any time during or after Employee's term of employment, divulge to any
(b)
persons, firms or corporations, other than the Company (hereinafter referred to collectively as
"Third Parties"), or use or cause to authorize any Third Parties to use any such Confidential
Information or any other information relating to the business or interests of the Company which he
or she knows or should know is regarded as confidential and valuable by the Company (whether or
not any of the foregoing information is actually novel or unique ) except as otherwise required by
law.
The obligations of this Agreement shall not apply to any information which
(e)
is already in the public domain at the time of disclosure or becomes available to the public through
no breach of this Agreement by Employee or is independently acquired or developed by Employee
without violating any obligations under this Agreement.
Except where required by law, rule, regulation or by a Court of competent jurisdiction, the
Company similarly agrees to keep confidential any inthrmation and records relating to Employee
and his family members ("Employee Confidential Information") that the Company may have.
Company agrees that any breach or threatened breach of confidentiality with Employee
Confidential Information shall entitle the Employee to apply to any court of competent jurisdiction
for temporary and permanent injunction without any bond or security being required and without
needing proof of actual damages.
Post Employment Restrictions. During the term of Employment and for a period
4.
of 12 months thereafter, Employee shall not directly or indirectly (and shall not permit any of his
or her affiliates to) (i) induce or attempt to induce any employee of the Company or its affiliates to
leave the employ of the Company or its affiliates or in any Way interfere with the relationship
between the Company or its affiliates and any employee thereof, (ii) knowingly hire any person.
who was an employee of the Company or its affiliates at any time during the twelve (12) month
period ending on the termination of the employment period or (iii) call on, solicit or service any
customer or client of the Company or its affiliates (including any person or entity that was a
customer, client of the Company or its affiliates at any time during the twelve (12) month period
ending on the termination of the employment period, induce or attempt to induce any customer,
client, capital source, supplier, licensee, licensor, franchisee or other business relation of the
Company or its affiliates to cease doing business with the Company or such affiliate, or in any
way interfere with the relationship between any such customer, client, supplier, or other business
relation and the Company or its affiliates (including, without limitation, making any negative or
disparaging statements or communications regarding the Company or its affiliates).
If Employee's services are terminated for any reason, Employee shall vacate the
5.
premises of Company occupied by Employee immediately upon notice to Employee and he or
2

she shall forthwith upon such request remove at his or her sole cost and expense, only such
equipment and personal effects as belong solely to Employee.
6.
Company has a proprietary right in all of its physical locations, telephone numbers
and files, and upon any termination of services hereunder, such items shall, except as hereinafter
set forth, continue to belong solely to the Company and shall remain the sole and exclusive
property of the Company. Employee hereby relinquishes any and all claims and interests therein
and for the use thereof.
7.
The undersigned agrees that, upon the expiration of his or her employment or
engagement by the Company for any reason, he or she shall forthwith deliver or cause to be
delivered up to the Company any and all Company property including computers, Blackberries,
software, notebooks, keys, data and other documents and materials in his or her possession or under
his or her control relating to any Confidential Infbrrnation or any discovery which is otherwise the
property of the Company.
8.
In the event of any dispute or difference pertaining to this Agreement, the parties
.agree that any such dispute or difference between them shall be settled first by a meeting of the
parties attempting to confer and resolve the dispute in a good faith manner. If the parties cannot
come to an agreement, the undersigned acknowledges that it would be very difficult or impossible
to measure any monetary damages resulting from the breach of this Agreement. Undersigned
fiarther acknowledges that the restrictions herein are reasonable, are reasonably necessary for the
protection of the business and good will of the Company, and by virtue of the circumstances of the
Company's business, a violation by Employee of any such covenant will cause irreparable damage
to the Company. Therethre, undersigned agrees that any breach or threatened breach by him or her
of any provision of this Agreement shall entitle the Company to apply to any court of competent
jurisdiction for a temporary and permanent injunction or any other appropriate decree of specific
performance, without any bond or security being required and without proof of actual damages, in
order to enjoin such breach or threatened breach. The parties agree that any monetary damages
awarded as a result of a breaCh of this Agreement shall specifically exclude punitive damages. The
parties understand and intend that each provision and restriction agreed to by the undersigned in
this Agreement shall be construed as separable and divisible from every other provision and
restriction and that the unenforceability of any one provision or restriction shall not limit the
enforceability, in whole or in part, of any other provision or restriction and that one or more of all of
such provisions or restrictions may be enforced in whole or in part as the circumstances warrant.
9.

Miscellaneous Provisions.

The provision.s of this Agreement shall inure to the benefit of and be binding
(a)
upon the parties hereto and their legal representatives and successors and assigns, provided,
however, that this Agreement is personal in nature and the Employee or independent sales person
shall not assign or transfer this Agreement or any rights or obligations hereunder to any other
person or entity

This Agreement shall be governed by and construed and enforced in

(b)
accordance with the laws of the State of Florida. Any suits or actions instituted by any party hereto
in connection with this Agreement or the transactions contemplated hereby shall be instituted and
maintained in the Circuit Court of Miami-Dade County, Florida.
The invalidity of any portion of this Agreement shall not affect the
(c)
enforceability of the remaining portions of this Agreement or any part thereof, all of which are
inserted conditionally on their being valid in law; and in the event that any portion or portions
contained herein shall be invalid, this instrument shall be construed as if such invalid portion or
portions had not been inserted.
Failure to insist upon strict compliance with any of the terms, covenants or
(d)
conditions hereof shall not be deemed a waiver or relinquishment of any such terms, covenants or
conditions, nor shall any waiver or relinquishment of any right or power hereunder at any one time
or more times be deemed a waiver or relinquishment of such rights or power at any other time or
times.
In the event that any of the parties to this Agreement institute suit against
(e)
any other party to this Agreement to enforce any of their rights hereunder, the prevailing party in
such action shall be entitled to recover from the other party all reasonable costs thereof, including
reasonable attorneys fees.
This Agreement contains the entire aD -eement between Company and
CO
Employee with respect to the subject matter hereof and shall supersede all prior written and oral
Agreements and understandings with respect to the subject matter.
It is agreed that no modifications of this Agreement shall be binding upon either party unless
approved in writing by both parties.
I HAVE READ THIS ENTIRE AGREEMENT AND FULIX UNDERSTAND THE
LIMITATIONS WHICH IT IMPOSES UPON ME.
Signed at Coral G b
Present Employee Job Tit

, this 1st day ofJune, 2011.

)ciate for Development and Investments

Signature of Employee:

*******************
Accepted this 1st day ofJune, 2011.
Signature of Company Representative: