Made with Love Market Non-Compete Agreement:
NON-COMPETE AGREEMENT
This Non-Compete Agreement (this "Agreement") is made effective as of January 1, 2022, by and between Made with Love Markets AZ, of Gilbert, Arizona 85296 and other locations, and Made with Love Market Vendors.
This non-compete agreement clarifies that once you have completed a payment with Made with Love Markets, you will not be able to create, produce, organize, or start another marketplace that includes vendors of any type including but not limited to food, drinks, paper products, clothing, signs, skincare, jewelry, children's items, adult items, household goods, etc., Made with Love Markets will take legal action according to the non-compete clause included in this agreement if it is discovered that you have violated the terms of this agreement.
I agree to this for exactly 3 years from the date of my last participation in an event with Made with Love Market and within 50 miles of any Made with Love Market venue whether I know about the location or not.
1. NON-COMPETE COVENANT. For a period of 3 years after the effective date of this Agreement, Made with Love Market Vendors and Employees will not directly or indirectly engage in any business with the following competitor(s):
- You may absolutely continue to be a part of any vendor markets outside of Made with Love Markets but you may not be employed under them as a formal employee other than a vendor or create your own market according to the listed guidelines included in this document.
This covenant shall apply to the geographical area that includes the area within a(n) 50 mile radius of Any Made with Love Markets AZ location where business operations are performed.
Directly or indirectly engaging in any competitive business includes, but is not limited to: (i) engaging in a business as owner, partner, or agent, (ii) becoming an employee of any third party that is engaged in such business, (iii) becoming interested directly or indirectly in any such business, or (iv) soliciting any customer or vendor of Made with Love Markets AZ for the benefit of a third party that is engaged in such business. Made with Love Market Vendors and Employees agrees that this non-compete agreement will not adversely affect Made with Love Market Vendors and Employees's livelihood.
2. NON-SOLICITATION COVENANT. For a period of 2 years after the effective date of this Agreement, Made with Love Market Vendors and Employees will not directly or indirectly solicit, induce or attempt to induce any employee or vendor of Made with Love Markets AZ to terminate his or her employment with Made with Love Markets AZ.
3. CONFIDENTIALITY. Made with Love Market Vendors and Employees will not at any time or in any manner, either directly or indirectly, use for the personal benefit of Made with Love Market Vendors and Employees, or divulge, disclose, or communicate in any manner any information that is proprietary to Made with Love Markets AZ. The nature of the information and the manner of disclosure are such that a reasonable person would understand it to be confidential. Made with Love Market Vendors and Employees will protect such information and treat it as strictly confidential. The obligation of Made with Love Market Vendors and Employees not to disclose confidential information shall continue for a period of Indefinitely after the effective date of this Agreement.
4. ENTIRE AGREEMENT. This Agreement contains the entire agreement of the parties regarding the subject matter of this Agreement, and there are no other promises or conditions in any other agreement whether oral or written.
5. SEVERABILITY. The parties have attempted to limit the non-compete provision so that it applies only to the extent necessary to protect legitimate business and property interests. If any provision of this Agreement shall be held to be invalid or unenforceable for any reason, the remaining provisions shall continue to be valid and enforceable. If a court finds that any provision of this Agreement is invalid or unenforceable, but that by limiting such provision it would become valid and enforceable, then such provision shall be deemed to be written, construed, and enforced as so limited.
6. INJUNCTION. It is agreed that if Made with Love Market Vendors and Employees violates the terms of this Agreement irreparable harm will occur, and money damages will be partially insufficient to compensate Made with Love Markets AZ. A minimum payment of $100,000 will be paid out to Made with Love Markets AZ if terms of this contract have been violated.
Therefore, additionally Made with Love Markets AZ will be entitled to seek injunctive relief (i.e., a court order that requires Made with Love Market Vendors and Employees to comply with this Agreement) to enforce the terms of this Agreement. The prevailing party shall have the right to collect from the other party its reasonable costs and necessary disbursements and attorneys' fees incurred in enforcing this Agreement.
7. APPLICABLE LAW. This Agreement shall be governed by the laws of the State of Arizona.
8. CONFLICT RESOLUTION. In the event of a dispute between the parties, the parties hereby also agree that the prevailing party shall be entitled to reasonable attorney fees and costs incurred as a result of the dispute.
9. SIGNATORIES. This Agreement shall be signed by Vendor, Owner, on behalf of Made with Love Market Vendors and Employees and by Cody Waltz and Maribeth Sublette, Owner, on behalf of Made with Love Markets AZ. This Agreement is effective as of the date first above written.
PROTECTED PARTY: Made with Love Market
By: _______________________________
Cody Waltz and Maribeth Sublette Owner
NON-COMPETING PARTY:
Made with Love Market Vendors and Employees (signed through event purchase form)
By: _______________________________
Vendor Owner
Made with Love Market Vendor Confidentiality Agreement
CONFIDENTIALITY AGREEMENT
This Confidentiality Agreement (this "Agreement") is made effective as of January 1, 2022, between Made with Love Markets AZ, of Gilbert, Arizona 85234, and MWL Vendors, Gilbert, Arizona 85296 and other locations.
Made with Love Markets AZ is engaged in the business of organizing and executing outdoor and indoor events.
MWL Vendors is engaged in setting up their space to sell their handmade goods or food items.
Made with Love Markets AZ discloses information such as vendor maps, registration system opportunities, policies, and emails in order to properly run an event in a way that is respectful and offers protection for all vendors and their individual ideas and work. All of these materials are protected under the confidentiality agreement and will not be shared with any outside source who is not a paid and approved Made with Love Markets AZ vendor.
The Owner has requested and the Recipient agrees that the Recipient will protect the confidential material and information which may be disclosed between the Owner and the Recipient. Therefore, the parties agree as follows:
I. CONFIDENTIAL INFORMATION. The term "Confidential Information" means any information or material which is proprietary to Made with Love Markets AZ, whether or not owned or developed by Made with Love Markets AZ, which is not generally known other than by Made with Love Markets AZ, and which MWL Vendors may obtain through any direct or indirect contact with Made with Love Markets AZ.
A. Confidential Information includes without limitation: - business records and plans
- financial statements
- customer lists and records
- trade secrets
- technical information
- products
- inventions
- product design information
- pricing structure
- discounts given for any reason
- costs
- computer programs and listings
- copyrights and other intellectual property - Emails
- Company policies
- Vendor maps
- Space maps
- Vendor lists and contact information - Registration system design and other proprietary information.
B. Confidential Information does not include:
- matters of public knowledge that result from disclosure by Made with Love Markets AZ - information rightfully received by MWL Vendors from a third party without a duty of confidentiality
- information independently developed by MWL Vendors
- information disclosed by operation of law
- information disclosed by MWL Vendors with the prior written consent of Made with
Love Markets AZ
and any other information that both parties agree in writing is not confidential.
II. PROTECTION OF CONFIDENTIAL INFORMATION. MWL Vendors understands and acknowledges that the Confidential Information has been developed or obtained by Made with Love Markets AZ by the investment of significant time, effort and expense, and that the Confidential Information is a valuable, special and unique asset of Made with Love Markets AZ which provides Made with Love Markets AZ with a significant competitive advantage, and needs to be protected from improper disclosure. In consideration for the disclosure of the Confidential Information, MWL Vendors agrees to hold in confidence and to not disclose the Confidential Information to any person or entity without the prior written consent of Made with Love Markets AZ. In addition, MWL Vendors agrees that:
No Copying/Modifying. MWL Vendors will not copy or modify any Confidential Information without the prior written consent of Made with Love Markets AZ.
Application to Employees. Further, MWL Vendors shall not disclose any Confidential Information to any employees of MWL Vendors, except those employees who are required to have the Confidential Information in order to perform their job duties in connection with the limited purposes of this Agreement. Each permitted employee to whom Confidential Information is disclosed shall sign a non-disclosure agreement substantially the same as this Agreement at the request of Made with Love Markets AZ.
Unauthorized Disclosure of Information. If it appears that MWL Vendors have disclosed (or has threatened to disclose) Confidential Information in violation of this Agreement, Made with Love Markets AZ shall be entitled to an injunction to restrain MWL Vendors from disclosing, in whole or in part, the Confidential Information. Made with Love Markets AZ shall not be prohibited by this provision from pursuing other remedies, including a claim for losses and damages.
III. RELATIONSHIP OF PARTIES. Neither party has an obligation under this Agreement to purchase any service or item from the other party, or commercially offer any products using or incorporating the Confidential Information. This Agreement does not create any agency, partnership, or joint venture.
IV. NO WARRANTY. MWL Vendors acknowledges and agrees that the Confidential Information is provided on an AS IS basis. MADE WITH LOVE MARKETS AZ MAKES NO WARRANTIES, EXPRESS OR IMPLIED, WITH RESPECT TO THE CONFIDENTIAL INFORMATION AND HEREBY EXPRESSLY DISCLAIMS ANY AND ALL IMPLIED WARRANTIES OF MERCHANTABILITY AND FITNESS FOR A PARTICULAR PURPOSE. IN NO EVENT SHALL MADE WITH LOVE MARKETS AZ BE LIABLE FOR ANY DIRECT, INDIRECT, SPECIAL, OR CONSEQUENTIAL DAMAGES IN CONNECTION WITH OR ARISING OUT OF THE PERFORMANCE OR USE OF ANY PORTION OF THE CONFIDENTIAL INFORMATION. Made with Love Markets AZ does not represent or warrant that any product or business plans disclosed to MWL Vendors will be marketed or carried out as disclosed, or at all. Any actions taken by MWL Vendors in response to the disclosure of the Confidential Information shall be solely at the risk of MWL Vendors.
V. LIMITED LICENSE TO USE. MWL Vendors shall not acquire any intellectual property rights under this Agreement except the limited right to use set out above. MWL Vendors acknowledges that, as between Made with Love Markets AZ and MWL Vendors, the Confidential Information and all related copyrights and other intellectual property rights, are (and at all times will be) the property of Made with Love Markets AZ, even if suggestions, comments, and/or ideas made by MWL Vendors are incorporated into the Confidential Information or related materials during the period of this Agreement.
VI. GENERAL PROVISIONS. This Agreement sets forth the entire understanding of the parties regarding confidentiality. The obligations of confidentiality shall survive indefinitely from the date of disclosure of the Confidential Information. Any amendments must be in writing and signed by both parties. This Agreement shall be construed under the laws of the State of Arizona. This Agreement shall not be assignable by either party, and neither party may delegate its duties under this Agreement, without the prior written consent of the other party. The confidentiality provisions of this Agreement shall remain in full force and effect after the effective date of this Agreement.
IN WITNESS WHEREOF, this Agreement has been executed and delivered in the manner prescribed by law as of the date first written above.
Information Owner:
Made with Love Markets AZ
By: _______________________________ Cody Waltz and Maribeth Sublette Owner
Recipient: MWL Vendors
By: _______________________________ Made with Love Vendor
Owner