Non-Compete Agreement

Read this document thoroughly then complete the fields below to fill out the document digitally. Once completed Thomas Riley & Move With Ease will maintain a digital company for records keeping. Do not fill out the form unless you have read and agree fully. Filling out any parts of this will form with mean that you fully agree to the document below.

<<INDEPENDENT CONTRACTOR NAME>>
<<ADDRESS>>
<<CITY>> , <<STATE>>
<<DATE>>

Dear <<INDEPENDENT CONTRACTOR NAME>>,

This letter agreement (this “Agreement“) sets forth the terms and conditions whereby you agree to provide certain services to Moving Companies owned by Thomas Riley, (the “Company“).

  1. SERVICES.
  1. The Company hereby engages you, and you hereby accept such engagement, as an independent contractor to provide certain services to the Company on the terms and conditions set forth in this Agreement.
  2. The Company shall not control the means by which you perform the Services during the Term.
  3. The Company shall provide you with access to its premises, materials, vehicles, information, and systems to the extent necessary for the performance of the Services during regular business hours during the Term.
  4. You shall comply with all rules and procedures communicated to you in writing by the Company, including those related to safety, security, and confidentiality during the Term.
  1. TERM. The term of this Agreement shall commence on your first day of work. 
  2. FEES AND EXPENSES.
  3. As full compensation for the Services and the rights granted to the Company in this Agreement, the Company shall pay you a fixed fee of $14.00 an hour (the “Fees“), payable on every Tuesday during the Term. You acknowledge that you will receive an IRS Form 1099-NEC from the Company, and that you shall be solely responsible for all federal, state, and local taxes during the Term..
  4. RELATIONSHIP OF THE PARTIES.
  5. You are an independent contractor of the Company, and this Agreement shall not be construed to create any association, partnership, joint venture, employment, or agency relationship between you and the Company for any purpose. You have no authority (and shall not hold yourself out as having authority) to bind the Company and you shall not make any agreements or representations on the Company’s behalf without the Company’s prior written consent. Nor shall you preform the Company’s services on your own time.
  6. INTELLECTUAL PROPERTY RIGHTS.
  1. The Company is and will be the sole and exclusive owner of all right, title, and interest throughout the world in and to all the results and proceeds of the Services performed under this Agreement. And all other writings, technology, inventions, discoveries, processes, techniques, methods, ideas, concepts, research, proposals, and materials, and all other work product of any nature whatsoever, that are created, prepared, produced, authored, edited, modified, conceived, or reduced to practice in the course of performing the Services, (“Work Product“).
  2. You shall make full and prompt written disclosure to the Company of any inventions or processes, as such terms are defined in 35 U.S.C. § 100, that constitute Work Product, whether or not such inventions or processes are patentable or protected as trade secrets. You shall not disclose to any third party the nature or details of any such inventions or processes without the prior written consent of the Company.
  3. As between you and the Company, the Company is, and will remain, the sole and exclusive owner of all right, title, and interest in and to any documents, specifications, data, know-how, methodologies, software, and other materials provided to you by the Company (“Company Materials“).
  4. REPRESENTATIONS AND WARRANTIES.
  5. The Company hereby represents and warrants to you that:
  1. it has the full right, power, and authority to enter into this Agreement and to perform its obligations hereunder; and
  2. the execution of this Agreement by its representative whose signature is set forth at the end hereof has been duly authorized by all necessary corporate action.
  3. INDEMNIFICATION.
  4. You shall defend, indemnify, and hold harmless the Company from and against all losses, damages, liabilities, deficiencies, actions, judgments, interest, awards, penalties, fines, costs, or expenses of whatever kind (including reasonable attorneys’ fees) arising out of or resulting from:
  1. bodily injury, death of any person, or damage to real or tangible personal property resulting from your acts or omissions; or
  2. your breach of any representation, warranty, or obligation under this Agreement.
  3. The Company may satisfy such indemnity (in whole or in part) by way of deduction from any payment due to you.
  4. TERMINATION.
  1. You or the Company may terminate this Agreement without cause upon written notice to the other party to this Agreement. In the event of termination pursuant to this clause, the Company shall pay you on a pro-rata basis any Fees then due and payable for any Services completed up to and including the date of such termination.
  2. Upon expiration or termination of this Agreement for any reason, or at any other time upon the Company’s written request, you shall within 1/ business days after such expiration or termination:
  1. deliver to the Company all Deliverables (whether complete or incomplete) and all materials, equipment, and other property provided for your use by the Company;
  2. deliver to the Company all tangible documents and other media, including any copies, containing, reflecting, incorporating, or based on the Confidential Information;
  3. permanently erase all of the Confidential Information from all forms of storage devices.
  1. OTHER BUSINESS ACTIVITIES. You may be engaged or employed in any other business, trade, profession, or other activity which does not place you in a conflict of interest with the Company; provided, that, while you work for The Company, you shall not be engaged in any business activities that do or may compete with the business of the Company. This includes but is not limited to working for a competitor of the company, starting a similar company, or working for a company that does similar work as the Company. This spans within a 100 mile radius of the Company and includes any moving services in (but not limited to) Greenwood, SC; Greenville SC; Simpsonville SC; Evans GA; Augusta GA; North Augusta SC; Aiken SC; Anderson SC; Athens GA; Columbia SC; Lexington SC; Greenwood County; Columbia County; Aiken County; Clarke County; Spartanburg County; and Anderson County.
  2. NON-SOLICITATION. You agree that during the Term of this Agreement and for a period of 24 months following your last day of work for the Company, you shall not make any solicitation to employ the Company’s personnel or solicit the Company’s clients. You further shall not start your own company, have a family member or friend start a similar business as The Company or go to work for said Companies if they are younger than 1 year old. This spans within a 60 mile radius of the Company.
  3. ASSIGNMENT. You shall not assign any rights or delegate or subcontract any obligations under this Agreement without the Company’s prior written consent. Any assignment in violation of the foregoing shall be deemed null and void. The Company may freely assign its rights and obligations under this Agreement at any time. Subject to the limits on assignment stated above, this Agreement will inure to the benefit of, be binding on, and be enforceable against each of the Parties hereto and their respective successors and assigns.
  4. REMEDIES. In the event you breach or threaten to breach this Agreement, you hereby acknowledge and agree that the Company shall be entitled to seek, in addition to other available remedies, a temporary or permanent injunction or other equitable relief restraining such breach or threatened breach from any court of competent jurisdiction, and that money damages, although may be sought, would not afford an adequate remedy, without the necessity of showing any actual damages , and without the necessity of posting any bond or other security. Equitable relief shall be in addition to, not in lieu of, legal remedies, monetary damages, or other available forms of relief.
  5. GOVERNING LAW, JURISDICTION, AND VENUE. This Agreement and all related documents whether sounding in contract, tort, or statute, for all purposes shall be governed by and construed in accordance with the laws of the State of South Carolina without giving effect to any conflict of laws principles that would cause the laws of any other jurisdiction to apply. Any action or proceeding by either of the Parties to enforce this Agreement shall be brought only in any state or federal court located in the State of South Carolina, County of Greenwood. The Parties hereby irrevocably submit to the exclusive jurisdiction of these courts and waive the defense of inconvenient forum to the maintenance of any action or proceeding in such venue.
  6. MISCELLANEOUS.
  1. You shall not export, directly or indirectly, any technical data acquired from the Company, or any products utilizing any such data, to any country in violation of any applicable export laws or regulations.
  2. This Agreement may only be amended, modified, or supplemented by an agreement in writing signed by each party hereto, and any of the terms thereof may be waived, only by a written document signed by each party to this Agreement or, in the case of waiver, by the party or parties waiving compliance.
  3. If any term or provision of this Agreement is invalid, illegal, or unenforceable in any jurisdiction, such invalidity, illegality, or unenforceability shall not affect any other term or provision of this Agreement or invalidate or render unenforceable such term or provision in any other jurisdiction.
  4.  This Agreement may be executed in multiple counterparts and by electronic or facsimile signature, each of which shall be deemed an original and all of which together shall constitute one instrument. 

If this letter accurately sets forth our understanding, kindly execute the enclosed copy of this letter and return it to the undersigned.

Very truly yours,

Move With Ease

Thomas Riley

Owner/Operator

ACCEPTED AND AGREED:

<<INDEPENDENT CONTRACTOR NAME>>

<<signature>>

<<TITLE>>

<<DATE>>

<<SSNUMBER>>