NON-COMPETE AND NONDISCLOSURE AGREEMENT
This Non-Compete and Non-Disclosure Agreement (“Agreement”) is made and effective this 15 April 2025, Between:
| Party A |
KHI TAM THERAPY LIMITED (the “Company”), Head office located at: 1 Bennet Court, 1 Bellevue Road, London, England, SW17 7EG
Represent by: Mrs. LE THI TO HAI |
| Party B |
Ms NINA DIVALL , (the “Contractor”), an individual with her name address at: 90 Riggindale Road, London, SW16 1QJ and phone number: +447966423202
Passport/ ID number: 142616027 |
After discussing, both Parties hereto mutually agree as follows:
ARTICLE 1. GENERAL CONCEPTS
1.1 Confidential information:
All information about commerce, finance, computer programs, engineering, technology, business ideas, business plans, customer details, analyzes, collections, data, textbooks, content related to training services, and internal training or other documents displayed or stored in the following forms: Documents, computer files, email, images, codes, software, ... that the disclosing Party provides to the receiving Party to perform services, trading, exchange information in other fields not yet announced, which if disclosed may affect the interests of the disclosing Party.
1.2 Persons permitted to access Confidential information, Confidential documents:
All employees, designated partners, subcontractors, customers of the Parties who need to know or receive Confidential information, Confidential documents as determined by the Parties to perform services, trading.
1.3 Confidential documents:
- Confidential information is stored in the form of documents or electronic archives.
- Confidential documents in documents form: Confidential information is stored in paper form, including images.
- Confidential documents in electronic archives form: Confidential information is stored in storage devices or on electronic information systems. Such as:
- Storage devices: Computer devices, including but not limited to floppy disks, CDs, flash drives, hard drives, magnetic tapes, audio and video recording media, and other devices.
- Electronic information systems: A system was created to send, receive, store, display or perform other processing of information, including but not limited to e-mail, social networks, messaging applications, etc.
ARTICLE 2. COMMITMENT TO INFORMATION CONFIDENTIALITY
2.1 When working for Party A
- When Party B uses Party A's Confidential information, Confidential documents, Party B is responsible for confidentiality; not allowed to disclose, copy, provide part or all Confidential information, Confidential documents to any third party through directly or indirectly, without the written consent of Party A, excluding Persons permitted to access Confidential information, Confidential documents.
- Party B ensures that Persons are permitted to access Confidential information, Confidential documents will not disclose Confidential information, Confidential documents to any third parties unless requested by the authorities or with the written consent of both Parties.
- Party B is not allowed to use Confidential information, Confidential documents that Party A has provided for purposes other than performing assigned tasks.
- Party B is responsible for ensuring safety, maintaining the highest care in the process of storing and using Confidential information, Confidential documents, and making maximum efforts to prevent infringement, disclosure of Confidential information, Confidential documents.
- Party B is responsible for taking appropriate and adequate precautions at all times to preserve Confidential information, Confidential documents, including taking reasonable action to prevent any person is not allowed to access Confidential information, Confidential documents.
2.2 Upon the completion of the working contract with Party A
- Party B commits to hand over to Party A all Confidential documents which were received, known, or obtained in any way during the process of working at Party A. Party B commits not to store or create any copies of the above-mentioned Confidential documents.
- Party B commits not to use or provide for any third party in whole or in part (whether directly or indirectly, in writing, orally or in any other form) any Party A’s Confidential information, Confidential documents, or considered to be Party A's, being used by Party A.
- Party B must ensure to keep confidential information about customers and partners who have directly participated in providing services during working time for Party A.
- Party B commits to maintaining the confidentiality of Confidential Information and Confidential Documents that Party B becomes aware of while working for Party A.
ARTICLE 3. COMMITMENT NOT TO COMPETE
3.1 During the working period at Party A and after the termination of working period at Party A for any reason, Party B commits to:
- During the working period at Party A and after 05 years from the termination of the working period at Party A, Party B is not allowed to conduct any business and/or any jobs that lead to conflicts about benefits to Party A's business or affect Party B's ability to complete work at Party A.
- During the working period at Party A and after 05 years from the termination of the working period at Party A, Party B is not allowed to provide services/products similar to those of Party A to any customer that Party B knows or ought to know is a customer of Party A.
- During the working period at Party A and after 05 years from the termination of the working period at Party A, Party B is not allowed to invite, entice any employee of Party A to work for Party B with a position, job description similar to the position, job description that employee undertakes at Party A.
3.2 Party B confirms that the commitments following Article 3.1 of this Agreement are reasonable and necessary to protect Party A's legitimate business interests, including but not limited to Party A's interests in protecting legitimate business interests, business information and business secrets, business relationships of Party A; and the goodwill of Party A's business. Party B agrees that such commitments are acceptable to Party B and are reasonable, fair, and without coercion.
ARTICLE 4. RESPONSIBILITY FOR VIOLATIONS OF AGREEMENT
4.1 Violation of any provision of this Agreement is considered a violation of professional ethics and a violation of Party A's legitimate interests. Party A has the right to claim compensation based on the actual damage incurred and may initiate a lawsuit in a competent court to seek compensation and enforce Party B's compliance with the terms of this Agreement.
4.2 Party violated any provision of this Agreement will be resoponsible for:
- Consequences of the violation directly caused and compensate for damages at the request of the other Party or by decision of a competent Court.
- Pay the cost of preventing consequences caused by violations.
- Compensating for the relevant third parties.
4.3 The above provisions will not be applied in cases where there is a request from the authorities.
ARTICLE 5. EFFECTIVE AND GENERAL AGREEMENT
5.1 This Agreement is binding on both Parties.
5.2 Any changes and supplements are only valid when both Parties agree in writing.
5.3 In case of dispute, the two Parties actively resolve through negotiation and mediation. If the Parties can not resolve, the matter will be referred to the competent court.
5.4 By clicking the ‘I Accept’ below and electronically signing this document, both parties acknowledge that the agreement is legally binding and agree to the terms and conditions outlined herein.
