Top Shelf Non Compete Disclosure PDF

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Top Shelf Concierge Services LLC CONFIDENTIALITY, NON-DISCLOSURE, AND NON-COMPETE AGREEMENT

This agreement is made effective as of the___11th____ day of__June_____________, ___2021____, by and between; Top Shelf Concierge Services LLC. Top Shelf 9903 S Santa Monica Blvd., Suite 330 Los Angeles, CA 90025, phone 310.990.1869, fax 310734-7508, referred to as “Top Shelf Concierge Services LLC, ” and __________Kevin Zigon_________________________, Independent Contractor referred to as “Recipient” with its principal place of business/residence at________________________________________,phone_310-595-0265____________.

1. Purpose: The parties agree to exchange Confidential Information (defined below) for the purposes of facilitating their business relationship under this agreement. 2. Confidentiality: Recipient acknowledges that during the engagement [he or she] will have access to and become acquainted with various trade secrets, innovations, inventions, processes, information, records and specifications owned or licensed by Top Shelf Concierge Services LLC, and/or used by Top Shelf Concierge Services LLC, in connection with the operation of its business including without limitation, Top Shelf Concierge Services LLC, ’s business and product processes, methods, customer lists, accounts and procedures. Recipient agrees that it shall not, directly or indirectly, through affiliates or otherwise, (a) use any verbal, written, and/or electronically communicated information including without limitation business proposals, technology, business contacts, client data and client contact information, client lists of corporate accounts and individuals, company name and logos, domain names, websites, artwork, brochures, company financial data including pay rates to Independent Contractors, contract rates with corporate or individual clients, and contracts or business arrangements with clients revealed or introduced to it by Top Shelf Concierge Services LLC, , it’s officers, directors, employees and fellow independent contractors, (collectively “Confidential Information”) for any purpose other than Paragraph 1 above as required in the course of conducting business with Top Shelf Concierge Services LLC, , and in particular will not use Confidential Information for Recipient’s own account, benefit, or purposes for the benefit of any third party, (b) disclose or reveal it to any third party, or (c) fail to protect it with measures equal to those used to protect its own most confidential information, all such Confidential Information being deemed trade secrets. Such Confidential Information also includes, without limitation, all past, present, prospective, and/or future clients, customers, files, records, documents, information,

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Top Shelf Concierge Services LLC letters, notes, e-mails, media lists, creative notebooks, manufacturers, marketing agents, products, services, business plans, trade secrets, computer code, intellectual property, research, developments, inventions, processes, procedures, designs, drawings, graphics, engineering and other technical and/or business information of Top Shelf Concierge Services LLC, , regardless of whether disclosed prior to or after the effective date of this Agreement. This Confidential Information, whether or not prepared by Recipient or otherwise coming into [his or her] possession, shall remain the exclusive property of Top Shelf Concierge Services LLC,. Recipient shall not retain any copies of the foregoing without Top Shelf Concierge Services LLC, ’s prior written permission. Upon the expiration or earlier termination of this Agreement, or whenever requested by the Company, the Recipient shall immediately deliver to the Company all such files, records, documents, specifications, information, and other items in [his or her] possession or under [his or her] control. Confidential Information specifically includes client and all passenger information, including but not limited to: client behavior, direct or overheard conversations, pick up and destination names and locations, attire, disputes, and any other information of any sort relating to the clients and passengers, obtained at any time during the business relationship under this agreement. Recipient further agrees not to disclose Confidential Information and not use, or act, upon same outside of the business relationship under this agreement. Confidential Information shall include all documents and written and oral communications concerning the foregoing subjects, among others, which reasonably would be considered confidential or proprietary, whether or not such Confidential Information is identified as such in writing. Recipient is also responsible for any breach of this Agreement by any person to whom it discloses the Confidential Information. 3. Exceptions: The Confidential Information does not include information (a) already in Recipient’s possession as an active prospect and identified as such in writing within 24 hours to Top Shelf Concierge Services LLC, with supporting documentation; or (b) required to be disclosed to comply with applicable law and Recipient notifies Top Shelf Concierge Services LLC, prior to disclosure to permit pursuit of appropriate protection or other relief. 4. Non-Compete, Non-Circumvention: Absent prior written consent from the disclosing party, the recipient shall not, directly or indirectly, individually or with any other person or entity(s), (a) negotiate, consummate, or engage in any business transaction involving any Confidential Information, (b) attempt to bypass, interfere with, avoid, (“Circumvent”), or permit or cause any affiliates to Circumvent any obligations hereunder, (c) Circumvent the rights, interest, or relationship of Top Shelf Concierge Services LLC, in any manner including without limitation actions that would change or decrease compensation to Top Shelf Concierge Services LLC, , or

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Top Shelf Concierge Services LLC (d) interfere with the continuance of any contractual or business relationship between Top Shelf Concierge Services LLC, and any of it’s business or client contacts. Outside of the business relationship of this Agreement, Recipient agrees to not solicit, attempt, or conduct any manner of business with Top Shelf Concierge Services LLC, ’s business relationships or clients during the term of this agreement listed below. This includes any new, or newly developed clients that are established during the term of this agreement. Recipient acknowledges and agrees that any present or new clients, whether developed as a result of Recipients efforts (or not) are, and will remain, the exclusive property and confidential information of Top Shelf Concierge Services LLC,. Also included are established clients that may, or may not, be active clients at the time any attempt at contact is made. For the purpose of this agreement “active or established clients” are defined as clients of Top Shelf Concierge Services LLC, where one or more transactions, or other assignments have been conducted within the past 24 months. 5. Conflicts of Interest; Non-hire Provision: The Recipient represents that [he or she] is free to enter into this Agreement, and that this engagement does not violate the terms of any agreement between the Recipient and any third party. For a period of twelve months following any termination, the Contractor shall not, directly or indirectly hire, solicit, or encourage to leave the Company’s employment, any employee, consultant, or contractor of the Company or hire any such employee, consultant, or contractor who has left the Company’s employment or contractual engagement within one year of such employment or engagement. 6. Right to Injunction: The parties hereto acknowledge that the services to be rendered by the Recipient under this Agreement and the rights and privileges granted to Top Shelf Concierge Services LLC, under the Agreement are of a special, unique, unusual, and extraordinary character which gives them a peculiar value, the loss of which cannot be reasonably or adequately compensated by damages in any action at law, and the breach by the Recipient of any of the provisions of this Agreement will cause Top Shelf Concierge Services LLC, irreparable injury and damage. The Recipient expressly agrees that Top Shelf Concierge Services LLC, shall be entitled to injunctive and other equitable relief in the event of, or to prevent, a breach of any provision of this Agreement by the Recipient. Resort to such equitable relief, however, shall not be construed to be a waiver of any other rights or remedies that Top Shelf Concierge Services LLC, may have for damages or otherwise. The various rights and remedies of Top Shelf Concierge Services LLC, under this Agreement or otherwise shall be construed to be cumulative, and no one of the them shall be exclusive of any other or of any right or remedy allowed by law. 7. Term: This Agreement is effective on the date above and is valid as long as Recipient provides services to Top Shelf Concierge Services LLC, or until written termination notice, in either case plus three years. For example, if Recipient works for

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Top Shelf Concierge Services LLC one year under this Agreement and does nothing thereafter, the term will be for four years. 8. Compensation: Payment of all fees, commissions, compensation, or other remuneration as part of the transactions shall be determined and agreed upon under a separate written Independent Contractor agreement. 9. Independent Contractor: The Agreement shall not render the Independent Contractor “Recipient” an employee, partner, agent of, or joint venture with Top Shelf Concierge Services LLC, for any purpose. The Recipient is and will remain an independent contractor in it’s relationship to Top Shelf Concierge Services LLC,. Top Shelf Concierge Services LLC shall not be responsible for withholding taxes with respect to the Recipient’s compensation. The Recipient shall have no claim against Top Shelf Concierge Services LLC, hereunder or otherwise for vacation pay, sick leave, retirement benefits, social security, worker’s compensation, health or disability benefits, unemployment insurance benefits, or employee benefits of any kind. 10. Binding Effect: Each undersigned represents that he/she has authority to execute this agreement on behalf of the company or individual represented and to make it bind upon and to benefit the Parties, their successors, legal representatives, and assigns world wide, as well as their directors, officers, employees, affiliates and agents. No rights or obligations are assignable absent prior written consent of the other party. Failure to enforce any provision of this Agreement by a party shall not constitute a waiver. 11. Choice of Law: This Agreement shall be deemed to have been executed and delivered within the State of California, and the rights and obligations of the Parties hereunder shall be construed and enforced in accordance with, and governed by, the laws of the State of California without regard to principles of conflict of laws. 12. Unenforceability of Provisions: If any provisions are found to be illegal, invalid, or unenforceable in any jurisdiction, then the remainder of this Agreement shall nevertheless remain in full force and effect and shall be amended there only to comply with applicable laws while conforming as nearly as possible to the Parties’ expressed intentions without affecting the Agreement otherwise or stricken. The Parties’ desire that this Agreement be enforced to the fullest extent permissible under the laws and public policies in any jurisdiction where enforcement is sought. The existence of any claim by either party, whether based on this Agreement or otherwise, shall not constitute a defense to the enforcement of the restrictive covenants provided herein. 13. Dispute Resolution: In the unlikely event of a dispute between the Parties, the parties acknowledge mutual interests in economy, privacy, and expeditious resolution, and accordingly the parties agree to Arbitration as outlined in the attached Exhibit “A”.

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Top Shelf Concierge Services LLC 14. Notices: All notices, consents, approval, and other communications required or permitted under this Agreement shall be deemed given (a) when personally delivered, (b) when sent to the other party by confirmed facsimile or confirmed e-mail transmission, or (c) three business days after mailing or overnight courier service. Service of process pursuant to this Paragraph shall be deemed sufficient to effect personal jurisdiction for dispute resolution except service by facsimile or e-mail shall be followed by first class mail. Any communication sent via facsimile or e-mail shall be equivalent to signed original communication. 15. Warranties: No warranties, whether express or implied, are made by either party under this agreement with regard to the accuracy or completeness of any information provided hereunder. All information is provided “as is”. 16. Successors and Assigns: All of the provisions of this Agreement shall be binding upon and inure to the benefit of the parties hereto and their respective heirs, if any, successors, and assigns. 17. Headings: Section headings are not intended to be a full and accurate description of the contents thereof. 18. Entire Agreement: This Agreement and any exhibit attached constitutes the entire agreement between the parties with regard to the subject matter hereof and supersedes all prior agreements and understandings between them as to such subjects. There are no restrictions, agreements, arrangements, oral or written, between the Parties relating to these subjects that are not fully expressed herein. 19. Modification or Amendment: No amendment, change or modification of this Agreement shall be valid unless in writing signed by the parties hereto. 20. Waiver: Waiver by one party hereto of breach of any provision of this Agreement by the other shall not operate or be construed as a continuing waiver. 21. Assignment: The Recipient shall not assign any of [his or her] rights under this Agreement, or delegate the performance of any of [his or her] duties hereunder, without the prior written consent of Top Shelf Concierge Services LLC, . 22. Counterparts: This Agreement may be executed in counterparts, each of which shall be deemed an original and when taken together shall constitute the same instrument. Any confirmed communication sent by any Party via facsimile or e-mail shall be equivalent to signed original documentation. 23. Business Standards: Each party agrees to conduct its business affairs with high business standards to avoid disputes with each other and third parties. Each party

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Top Shelf Concierge Services LLC agrees to obey all applicable laws, and each party agrees to perform, carry out, discharge, and exercise its rights, powers, duties, and obligations consistent with good faith and fair dealing. IN WITNESS WHEREOF, the parties have caused this Agreement to be signed by their duly authorized representatives as of the date first above written.

AGREED: Top Shelf Concierge Services LLC, ______________________________________ Signature by an Authorized Officer

KevinZigon _____________________________ Signature

_________Kevin Zigon_Chauffer ____________ ___Kevin Zigon__________________ Printed Name and Title Printed Name

EXHIBIT A

Arbitration Dispute Resolution: In the unlikely event of a dispute between the Parties, the parties acknowledge mutual interests in economy, privacy, and expeditious resolution, and accordingly the parties including any major shareholders, directors, and officers (the “Principals”) of both parties agree to the following procedures for resolution of any dispute arising out of or related to relations between the parties including without limitation claims based on contract, tort, statute, breach, default, equitable relief, and whether a claim is arbitratable. Each party consents to final and binding arbitration with exclusive venue, personal jurisdiction, and hearing authority vested in the Judicial Arbitration and Mediation Services (JAMS) in Los Angeles unless otherwise agreed in writing. Faced with a dispute, the Parties agree as follows: a. The Parties shall appoint a mutually acceptable neutral mediator, and if no mediator is approved and appointed within ten days after the date on which any party first requests such appointment, a mediator shall be appointed by the manager of JAMS in Los Angeles. The mediator shall have sixty (60) calendar days after he/she accepts the appointment in which to resolve the matter. b.

If mediation proves unsuccessful without a resolution within thirty days, the complaining party shall notify each party involved in the matter that he/she/it is seeking arbitration in accordance with this paragraph after which the Parties shall

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Top Shelf Concierge Services LLC meet with the mediator for one additional mediation session. In the absence of such mediation session or a resolution within ten calendar days following the arbitration notice, the complaining party may file an arbitration petition stating among other things the specific remedies sought and requesting arbitration administered by JAMS administered by JAMS pursuant to its Streamlined Arbitration Rules and Procedures, unless the amount in controversy exceeds $200,000 and a party to the proceeding requests within twenty days of the commencement of such proceeding that the arbitration instead by administered pursuant to the Comprehensive Arbitration Rules and Procedures of JAMS which shall then control. c.

The arbitrator shall be entitled to exercise the powers of a judge of superior court both in equity and at law. In the event of an actual or threatened breach, the parties understand and agree that the damages incurred or anticipated may be difficult if not impossible to ascertain and, therefore, each party shall be entitled to seek injunctive relief without mediation or a showing of irreparable harm, actual damages, or the posting of a bond therefore, in addition to all other available remedies including, without limitation, monetary damages where applicable.

d.

With regard to any mediation or settlement efforts that are successful prior to the filing of an arbitration demand, each party shall pay his/her/its own attorneys’ fees and costs and equally share JAMS fees and costs. After the filing of an arbitration demand, the prevailing party shall be entitled to compensation for his/her/its attorneys’ fees and costs including all JAMS charges through both the mediation and arbitration plus expert fees, travel, and accommodations.

e.

Judgment upon an award arising in connection with any such arbitration (an “Award”) may be entered in any court of competent jurisdiction. The arbitrator shall allocate in the Award all of the costs of the arbitration including the arbitrator fees, costs, and the reasonable attorneys’ fees of the prevailing party, against the party that did not prevail.

f.

Controlling law shall be that of California without regard to conflicts of law principles. No claim, demand, action, proceeding, litigation, hearing, motion, or lawsuit relating to or arising out of this Agreement and the business relations related thereto shall be commenced or prosecuted in any jurisdiction other than as specified herein. Any judgment, determination, ruling, finding, or conclusion reached or rendered in any other jurisdiction or forum resolving disputed matters between the Principals shall be null and void.

In the event of litigation about or arising from the subject matter of this Agreement, the prevailing party shall be entitled to recover all costs and expenses incurred by such party in connection herewith, including reasonable attorneys’ fees.

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