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HARVEST FINANCIAL & INSURANCE SERVICES, LLC
ASSOCIATE NONDISCLOSURE AGREEMENT
This Associate Non-Disclosure Agreement (“Agreement”) is made by and between Harvest Financial & Insurance Services, LLC and the individual named in the signature block below (“Associate”).
PRELIMINARY STATEMENTS
WHEREAS, Associate is entering into this Agreement to learn about the HARVEST Independent Agent opportunity from licensed independent HARVEST insurance agents; and,
WHEREAS, Associate acknowledges that Associate shall receive no remuneration or reimbursement of any nature for any expenses and Associate shall receive no monetary compensation based upon this Agreement for any reason from HARVEST; and,
WHEREAS, HARVEST will provide Associate with access to licensed independent HARVEST insurance agents for training opportunities; and,
WHEREAS, HARVEST will provide Associate with access to, databases and resources that Associate may in gaining financial knowledge which the parties believe will assist Associate in Associate’s development to becoming a HARVEST insurance agent; and,
NOW, THEREFORE, in consideration of the covenants set forth, and for other good and valuable consideration, the receipt, adequacy and sufficiency of which is hereby acknowledged, the parties agree as follows.
AGREEMENT
- Confidential Information. “Confidential Information” – including trade secrets — is defined by California Civil Code sec. 3426.1(d) or the federal Defend Trade Secrets Act of 2016 as “Trade secret” means information, including a formula, pattern, compilation, program, device, method, technique, or process, that: (1) Derives independent economic value, actual or potential, from not being generally known to the public or to other persons who can obtain economic value from its disclosure or use; and (2) Is the subject of efforts that are reasonable under the circumstances to maintain its secrecy. This includes, but is not limited to, such information as designated by HARVEST and specifically includes “Personally Identifiable Information” (as defined infra) or confidential and proprietary records, data or information created by or on behalf of, or belonging to, HARVEST.
- Personal Information (“PII”). PII means, in addition to any definition under Applicable Privacy Law, any personally identifiable information about any individual, including, but not limited to, name, email address, telephone number, age or date of birth, gender, zip code, demographic information, marketing preferences, social security number, alien identification number, credit or debit card numbers, other financial account numbers, application data, credit history, financial information, driver’s license number, other unique identifier or authenticator, health insurance or medical information, consumer report information, and data about transactions or experiences with HARVEST. The term “individual”, for purposes of this definition, includes, but is not limited to, a customer, client, employee, or contractor of HARVEST.
- Non-Disclosure Obligations. Associate acknowledges that Confidential Information will be disclosed or learned from HARVEST and its independent insurance agents under this Agreement. Associate acknowledges that receipt of Confidential Information for his or her review is sufficient consideration for this non-disclosure agreement. Associate shall use reasonable efforts to hold Confidential Information in confidence, but in any event, shall use efforts not less than Associate uses to protect and safeguard his/her own confidential information, and without limiting the generality of the foregoing, Associate further agrees (a) to protect and safeguard Confidential Information against unauthorized use, publication, or disclosure; (b) not to, directly or indirectly, in any way, reveal, report, publish, disclose, transfer or otherwise use any Confidential Information except in a manner consistent with Section 3 or as specifically authorized in writing by HARVEST. Confidentiality obligations hereunder do not apply to any Confidential Information which is or later becomes generally available to the public without breach of any express or implied obligation of confidentiality.
- Mandatory Disclosure. If Associate becomes is served with legal process, compelled or is ordered to disclose Confidential Information whether by a court order, subpoena, or governmental agency order or administrative, Associate shall provide HARVEST with immediate written notice to permit HARVEST to object to the disclosure or seek an appropriate protective order or other remedy.
- Return of Confidential Information. Associate shall, upon termination or expiration of this Agreement, immediately deliver to HARVEST all originals, copies, records, notes, memoranda, or similar repositories of information and any other written, reprinted, or tangible materials, and derivatives thereof, in the possession of Associate, which embody, pertain to or reference the Confidential Information and to securely destroy and make irretrievable any and all electronic, optical, or digital copies, including back-up and archive copies, in Associate’s possession embodying, pertaining to or referencing Confidential Information.
- Prohibition on Sales. Associate shall not discuss attempt to sell, solicit, or provide advice concerning the sale of insurance policies.
- Cooperation re Disputes. Associate shall cooperate fully with, and provide assistance to, HARVEST or its legal representation in the investigation and resolution of any complaints, claims, actions or proceedings that may involve HARVEST. This cooperation and assistance include but is not limited to: (1) participating in interviews at a time and place as specified by HARVEST, and (2) providing access to Associate’s electronic devices utilized for activities contemplated as an Associate under this Agreement. In addition, Associate shall at all times conduct Associate’s activities in an ethical and professional manner, and in accordance with state ethics laws and relevant policies and procedures of HARVEST.
- Relationship. Neither this Agreement, the relationship created between the parties pursuant to this Agreement, nor any course of dealing between the parties is intended to create, or shall create, an employment relationship, a joint venture, partnership, franchise or any similar relationship. Associate has no ownership or equity position in HARVEST So far as it is not inconsistent or in conflict with the terms of this Agreement, Associate is free to engage in any other remunerative contract, calling or occupation during the term of this Agreement.
- Consent to Background Investigation. In the interest of maintaining the safety and security of HARVEST’s customers, employees and property, Agent agrees that HARVEST shall have the right to run credit, employment and other financial and background investigations on the Agent at any time, whether such investigation is conducted by HARVEST or by a third party. As a condition of this Agreement, Agent shall provide any necessary consents or information required by such investigation, and consents to the disclosure by any person or entity to HARVEST or its designee of any financial, background and employment information conducted by HARVEST or by an outside service or third party. Agent consents to the disclosure by HARVEST of such information to any Product Provider to which Agent desires to be appointed.
- Term and Termination. This Agreement shall terminate on the occurrence of any of the following:
10.1 Termination by either party through delivery of written notice to the other party;
10.2 Failure to follow the policies, procedures and guidelines established by HARVEST;
10.3 Death of Associate.
- Amendment. HARVEST may amend this Agreement at any time without prior written notice
- Notices. All notices to the Associate shall be addressed to Associate at such home or email address as reflected on HARVEST’s business records. Associate shall immediately notify HARVEST of any change in the Associate’s home and/or email address. All notices to HARVEST shall be addressed to the attention of President, Harvest Financial & Insurance Services LLC at harvest’s then principal home office address at 100 N Citrus St #610 West Covina, CA91791 sent by certified mail.
- Indemnification. The Associate agrees to indemnify and hold each party, its affiliated and related companies, and the respective officers, directors and employees of each such party (“the Indemnified Parties”) harmless, from and against, any and all losses, claims, demands, lawsuits or arbitrations (“Claims”) relating to any claims or alleged or actual losses incurred, sustained, suffered, or assessed against the Indemnified Party because of, arising out of, or as a result of, any act(s) or omission(s) of the Associate and anyone affiliated with the Associate, including but not limited to a misrepresentation that the party is authorized to act on behalf of an Indemnified Party or a product provider. In defending or otherwise addressing any such Claims, the Indemnified Party shall be entitled to use counsel of its own choosing and shall not be required to notify the Associate of the existence or the progress of the defense of any such Claims as condition precedent to requiring payment by the Associate in respect of any such Claims.
- Right of Publicity Waiver. Agent irrevocably consents to the use by HARVEST all photographs in which the Agent has appeared for HARVEST. For such purpose, HARVEST may obtain copyright in all countries on such use by HARVEST of such material in any form to renew such copyrights. The Agent waives all rights under California Civil Code section 3344, the Right of Publicity Law.14. Governing Law and Venue. The parties agree that the laws of the State of California shall govern this Agreement and that any dispute between the parties shall be subject to mandatory arbitration before JAMS in accordance with the Federal Arbitration Act.
By signing this Agreement, Associate agrees to all the terms and conditions.
