NON-DISCLOSURE, NON-COMPETE, AND RESTRICTIVE COVENANT AGREEMENT

The Bar Cincy, LLC

This Non-Disclosure, Non-Compete, and Restrictive Covenant Agreement (“Agreement”) is entered into on this ___ day of _______, 20 (“Effective Date”), by and between:

The Bar Cincy, LLC, an Ohio Limited Liability Company (“Company”), and the person signing this agreement (“Signee”).

The Company and the Signee may collectively be referred to as the “Parties.”

1. Purpose

The Company operates a mobile beverage and bar service business and maintains proprietary business practices, operational systems, supplier relationships, branding strategies, and customer relationships that are confidential and valuable.

In connection with the Signee’s involvement with the Company, the Signee may receive access to sensitive business information. This Agreement is intended to protect the Company’s legitimate business interests, trade secrets, confidential information, and competitive position.

2. Definition of Confidential Information

For purposes of this Agreement, “Confidential Information” includes but is not limited to any non-public information related to the Company, including:

  • Business strategies and operational procedures

  • Vendor and supplier relationships

  • Customer lists, event leads, and referral contacts

  • Pricing structures, profit margins, and financial information

  • Marketing strategies and social media strategies

  • Training materials and internal documentation

  • Event booking procedures and client acquisition processes

  • Recipes, beverage formulations, and service methods

  • Brand partnerships, sponsorships, and collaborations

  • Business plans and expansion strategies

  • Any other proprietary or internal information belonging to The Bar Cincy, LLC

Confidential Information may be disclosed verbally, visually, electronically, digitally, or in written form.

3. Permanent Non-Disclosure Obligation

The Signee agrees that they shall not, at any time:

  • Disclose Confidential Information to any individual, company, or organization.

  • Use Confidential Information for personal benefit.

  • Use Confidential Information to benefit any competing business.

The Signee agrees to maintain strict confidentiality and to take all reasonable precautions necessary to protect the Company’s Confidential Information.

This Non-Disclosure obligation is perpetual and shall remain in effect indefinitely, with no expiration, even after the termination of any relationship between the Signee and the Company.

4. Non-Compete Agreement

The Signee agrees that they will not, directly or indirectly, engage in any activity that competes with the Company.

For a period of three (3) calendar years beginning on the Effective Date, the Signee shall not:

  • Work for

  • Promote

  • Represent

  • Consult for

  • Market for

  • Endorse

  • Assist in operating

any mobile bar or mobile beverage service business that competes with The Bar Cincy, LLC.

This restriction applies to all mobile bartending services based within the geographic territories of:

  • Ohio

  • Kentucky

  • Indiana

The Signee agrees that this restriction is reasonable and necessary to protect the Company’s legitimate business interests.

5. Coffee Product Restriction

The Signee acknowledges that The Bar Cincy, LLC maintains an exclusive operational relationship with Agara Life Coffee in connection with the Company’s coffee bar services.

The Signee therefore agrees that for a period of three (3) calendar years beginning on the Effective Date, the Signee shall not promote, endorse, represent, sell, distribute, market, or advertise any coffee product other than Agara Life Coffee without explicit written consent from the owner of The Bar Cincy, LLC.

This restriction includes but is not limited to:

  • Social media promotion

  • Affiliate marketing

  • Product endorsements

  • Sales representation

  • Event promotions

  • Brand partnerships

6. Non-Solicitation

For a period of three (3) calendar years beginning on the Effective Date, the Signee shall not directly or indirectly:

  • Solicit any customer, client, vendor, partner, or referral source of The Bar Cincy, LLC for a competing business.

  • Attempt to redirect or divert potential clients from the Company.

  • Encourage any employee, contractor, ambassador, or affiliate of the Company to leave or disengage from the Company for the benefit of a competing business.

7. Ownership of Materials

All materials, processes, documents, intellectual property, marketing materials, training materials, operational systems, and business strategies remain the exclusive property of The Bar Cincy, LLC.

The Signee agrees to immediately return or permanently delete all Company materials upon request or upon termination of involvement with the Company.

8. Enforcement and Remedies

The Signee acknowledges that any breach of this Agreement would cause irreparable harm to The Bar Cincy, LLC.

In the event of a breach, the Company shall be entitled to pursue all legal remedies available, including but not limited to:

  • Immediate injunctive relief to prevent further violations

  • Recovery of financial damages and lost profits

  • Recovery of legal fees and court costs

  • Any additional remedies available under applicable law

9. Applicability Under United States Law

This Agreement is intended to be legally enforceable throughout the United States and under the laws of all fifty (50) states, to the fullest extent permitted by law.

If any provision of this Agreement is found to be invalid, unenforceable, or restricted under the laws of any particular state, such provision shall be automatically modified by a court to the maximum extent permitted by applicable law, while preserving the original intent of the Parties.

10. Governing Law

This Agreement shall be governed by and interpreted in accordance with the laws of the State of Ohio, except where other applicable federal or state laws may apply.

11. Severability

If any provision of this Agreement is determined to be unenforceable, the remaining provisions shall remain in full force and effect.

Any unenforceable provision shall be modified by a court to the minimum extent necessary to make it enforceable.

12. Entire Agreement

This Agreement constitutes the entire agreement between the Parties regarding confidentiality, competition restrictions, and related matters and supersedes all prior discussions, negotiations, or agreements.

Any modifications must be made in writing and signed by both Parties.

13. Acknowledgment

By signing this Agreement, the Signee acknowledges that they:

  • Have read and fully understand the terms of this Agreement

  • Have had the opportunity to seek independent legal advice

  • Enter into this Agreement voluntarily and without coercion