Non-Disclosure  Agreement


This Nondisclosure and Non-competition Agreement (this “Agreement”) is made by SHELLY COVE, LLC (“Shelly Cove”), a North Carolina limited liability company, and the person completing the Fall 2016 College Campus Rep Application. 


In consideration for and as a condition of the undersigned being engaged as an independent contractor by Shelly Cove, the parties hereby agree as follows:   


1.      Non-Disclosure.  Throughout the term of this Agreement, the undersigned will serve as a Campus Brand Ambassador for Shelly Cove and in will, as a result of his or her service, become familiar with various proprietary and confidential information owned by or belonging to Shelly Cove and/or any of its affiliated entities business and partners.  This proprietary and confidential information includes but not limited to financial information, copyrights and other intellectual property rights, trade secrets, developmental or experimental work, business plans, techniques, know-how, discoveries, marketing information including statistical analyses, pricing structures, business strategies, plans for market expansion, information regarding its customers, partners and vendors, and client and contact lists (collectively, the “Confidential Information”).  The Campus Brand Ambassador shall maintain the confidentiality of all Confidential Information and must not disclose, either directly or indirectly, Confidential Information to any person, firm or business, or use Confidential Information, during the term of this Agreement, or any time thereafter without the prior written consent of Shelly Cove.


2.         Remedies for Breach.  If the undersigned directly or indirectly receives any payments, monies, profits, or other consideration or benefits from the actual or threatened breach of any of the provisions this Agreement, the undersigned will properly account for and turn over all such amounts and benefits to Shelly Cove immediately upon demand.  This provision does not limit any of Shelly Cove’s other legal rights. 


3.        Ownership.  All Confidential Information will remain the exclusive property of Shelly Cove and/or any of its affiliated entities or business partners.  The undersigned will not acquire any rights in the Confidential Information as a result of this Agreement. 


4.        Obligations upon Termination.  Upon any termination of this Agreement by Shelly Cove or the undersigned, the undersigned must immediately return all documentation containing any Confidential Information to Shelly Cove, must delete any computer files containing the Confidential Information and must comply with all other reasonable instructions of Shelly Cove related to the Confidential Information.     


5.         Independent ContractorThe undersigned will be an independent contractor of Shelly Cove at all times during the term of this Agreement. The undersigned  acknowledges that Shelly Cove will not be providing any employment benefits, worker’s compensation or unemployment insurance to, or making state or federal withholdings for, the undersigned.  No partnership, joint venture or employer-employee relationship is being created between the undersigned and Shelly Cove by virtue of this Agreement.   


6.         Miscellaneous. This Agreement contains the entire agreement of the parties regarding the subject matter of this Agreement, and there are no other agreements whether oral or written that are not contained herein.  This Agreement may not be modified except in a writing signed by both of the parties.  This Agreement will be governed in accordance with the laws of the State of North Carolina.  If any provision of this Agreement is held to be invalid or unenforceable for any reason, the remaining provisions will 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 will be deemed to be written, construed, and enforced as so limited.  This Agreement may be executed in one or more counterparts, each of which will taken together constitute one and the same agreement.  Counterparts exchanged via fax or email will be deemed originals for all purposes.