Non-Compete and Non-Solicitation Agreement
This Agreement is made on between FM Holdings LLC d/b/a The Sticky Trap (the “Company”) and (“you”).
Your role:
Signing payment, if any: $
Why you are signing. In exchange for your engagement or continued engagement with the Company, any signing payment written above, and the access this role gives you to the Confidential Information below, you agree to the terms below.
Time covered. The non-compete and non-solicitation below apply for the entire time you are engaged with the Company, starting on the date above, and for twelve (12) months after your last day with the Company, no matter how or by whom the engagement ends. The confidentiality and work product terms have no end date.
Non-compete. A Competitor is a business in our model: one that designs, prints, or sells custom stickers, labels, or packaging graphics for cannabis or hemp brands, including brokers who resell that work. During the time covered, you will not own, run, work for, or freelance for a Competitor in the State of Michigan. Everything else stays open to you: an in-house job at a cannabis brand, dispensary, or grower; any print shop, design studio, or art job outside cannabis and hemp; and any other work at all. Owning 2% or less of a public company is fine. Initials
Non-solicitation. During the time covered, you will not solicit or take the sticker, label, or packaging-graphics work of any customer or prospect you dealt with or learned about during your last twelve (12) months with the Company, for yourself or for a Competitor, and you will not recruit or hire away the Company's employees or contractors. Initials
Confidential Information. Confidential Information means the Company's non-public customer and prospect lists, pricing and quotes, artwork and print files, methods, suppliers, and finances, in any form. It does not include what is public through no fault of yours, or your general skills and experience. You will keep it strictly confidential during and after your engagement, use it only for the Company's work, and return or destroy all Company materials, files, and artwork when your engagement ends or on request.
Work product. Everything you create for the Company or its customers during your engagement, including designs, artwork, print files, and customer or pricing lists, belongs to the Company from the moment it is made. To the extent it is not a work made for hire, you assign all rights in it to the Company and will sign what is needed to confirm that. You will not reuse it for anyone else, keep copies after your engagement ends, or show it in your own portfolio without the Company's written OK. Work you make on your own time, without Company materials, customers, or Confidential Information, stays yours. Initials
Your protected rights. Nothing here stops you from discussing wages or working conditions with co-workers, or from reporting a possible violation of law to, or cooperating with, a government agency. Under 18 U.S.C. § 1833(b) you are immune from liability for disclosing a trade secret in confidence to a government official or an attorney solely to report or investigate a suspected violation of law, or in a sealed court filing.
Reasonableness; remedies. You agree these restrictions are reasonable in time, area, and scope and protect the Company's legitimate business interests under Michigan law (MCL 445.774a). A court may narrow any restriction it finds too broad and enforce it as narrowed; the rest stands. Because a breach would cause harm that money alone may not repair, the Company may seek an injunction without posting bond, plus any other remedy. The twelve (12) months are extended by the length of any breach.
Michigan law governs, with venue in Washtenaw County. This is the whole agreement on these topics and can be changed only in a writing signed by both of us. The Company may assign it to a successor of the business. It is not a promise of employment or continued engagement. Counterparts and electronic or photographed signatures count. By signing you confirm that you read this Agreement, had the chance to ask questions or have a lawyer review it before signing, and received a copy.