CARKETA INC Non Disclosure, Non-Competition Agreement
This CARKETA INC Non-Disclosure Agreement (“NDA”) (
) is effective on the Date of which you agree to the Dealer/Inspection Station Agreement the
date of the last signature of any party to this Agreement and is between G
REEN LIGHT AUTO INSPECTIONS, LLC a Utah Limited Liabilty Company
, the selected Dealership or Inspection Station.
Section 1 Recitals
In connection with the access and use by dealership/inspection station to Carketa
Inc’s proprietary, confidential information, each party acknowledges that
it will have access to Confidential Information. Each party further acknowledges that Carketa Inc:
has invested and continues to invest significant time, expense, and specialized knowledge in
developing this Confidential Information;
enjoys a competitive advantage in the marketplace based on the Confidential Information; and
would be irreparably harmed if dealership/inspection station provided access to Carketa
obtained the Confidential Information or if it became publicly
The parties therefore agree as follows.
Without limiting the applicability of any other agreement to which Recipient is subject,
Recipient may not, directly or indirectly disclose or use any Confidential Information at
any time during or after the access to the Confidential Information. This restriction
includes the use of Confidential Information for personal, commercial, or proprietary
advantage or profit. Each Recipient party possessing Confidential Information shall take all
appropriate steps to safeguard the information and to protect it against disclosure, misuse,
espionage, loss, and theft. Upon CARKETA INC’s request,
Recipient will promptly return, delete, or destroy all copies of the Confidential
Confidential Information Defined
For purposes of this Agreement,
means trade secrets, proprietary information, and other information belonging to GREEN LIGHT
AUTO INSPECTIONS, LLC or any subsidiary of CARKETA INC Provider either
party, that are not generally known to the public, including information about business
plans, financial statements, and other information provided under this Agreement, operating
practices and methods, expansion plans, strategic plans, marketing plans, contracts,
customer lists, or other business documents that CARKETA INC or any
subsidiary of CARKETA INC either party treats as confidential, in any
format whatsoever including oral, written, and electronic. Examples of Confidential
Information include the items on the following list, which is not exhaustive:
all information, formulae, compilations, software programs (including object codes and
source codes), devices, methods, techniques, drawings, plans, experimental and research
work, inventions, patterns, processes and know-how—whether or not patentable and
whether or not at a commercial stage—related to Provider or any subsidiary of CARKETA INC;
the names, buying habits, or practices of any customers of CARKETA INC
or any subsidiary of CARKETA INC;
marketing methods and related data of CARKETA INC or any subsidiary of
the names of any vendors or suppliers of CARKETA INC or any subsidiary
of CARKETA INC;
the cost of materials to CARKETA INC or any subsidiary of GREEN LIGHT
AUTO INSPECTIONS, LLC, including the prices of said materials to GREEN LIGHT AUTO
INSPECTIONS, LLC or any subsidiary of CARKETA INC at which Provider
obtains or has obtained, or at which it sells or has sold its products or services;
lists or other written records used in the business of CARKETA INC or
any subsidiary of Provider ;
compensation paid to employees and other employment terms of CARKETA INC
or any subsidiary of Provider;
all information that CARKETA INC or any subsidiary of GREEN LIGHT AUTO
INSPECTIONS, LLC has a legal obligation to treat as confidential or that GREEN LIGHT AUTO
INSPECTIONS, LLC or any subsidiary of CARKETA INC treats as
any other confidential information concerning the business of GREEN LIGHT AUTO INSPECTIONS,
LLC or any subsidiary of CARKETA INC, their manners of operation, or
other confidential data of any kind, nature, or description.
Certain Information Not Considered Confidential
The restrictions of Section 2 do not apply to Confidential Information that:
is or becomes generally available to the public other than as a result of a disclosure by
Recipient in violation of this Agreement;
is or becomes available to Recipient on a nonconfidential basis before its disclosure to
Recipient in compliance with this Agreement; or
is or has been independently developed or conceived by Recipient without using Confidential
Nothing in Section 2 prevents either party from disclosing Confidential Information:
upon the order of any court or administrative agency, upon the request or demand of any
regulatory agency or authority having jurisdiction over CARKETA INC or
Recipient, or to the extent compelled by legal process or required or requested under
subpoena, interrogatories, or other discovery requests;
as necessary in connection with exercising any remedy under this Agreement; or
in connection with the Recipient’s employment with CARKETA INC
or to Recipient’s legal counsel and accountants who, in the Recipient’s
reasonable judgment, need to know the Confidential Information and agree to be bound by the
provisions of Section 2 as if a party.
Recipient must not make any disclosure permitted by this Section (other than disclosure to
Recipient’s own legal counsel in connection with a proposal for employment with GREEN
LIGHT AUTO INSPECTIONS, LLC and before notifying CARKETA INC as far in
advance of the disclosure as practicable. Notice to CARKETA INC must
state the purpose of the disclosure and the means taken to ensure that any disclosed
Confidential Information remains confidential.
Recipient hereby acknowledges access to Confidential Information and a position of trust and
confidence with CARKETA INC. In respect of this Agreement Recipient
agrees not to compete against CARKETA INC for the Restricted Period.
includes, if for employment, the period of Recipient’s employment with CARKETA INC
and an additional period of one year from termination of employment
beginning on the last day of the period of Recipient’s employment with CARKETA INC
. The geographic restriction includes the Sates of Utah, XXX the During
the Restricted Period, the Recipient must not:
provide services or advice to any Competitor;
affiliate with any Competitor as an employee, partner, consultant, or otherwise; or
directly, or indirectly through one or more of any of their respective Affiliates, own,
manage, operate, control, or participate in the ownership, management, operation, or control
of any Competitor or a Competitor’s division or other business segment.
For purposes of this Agreement,
means any other person directly or indirectly engaged, in whole or in part, in a business
the same as or similar to the business of CARKETA INC or any
subsidiary of CARKETA INC. This specifically includes persons engaged
in the business of performing the services rendered by Carketa Inc. Exhibit
A is attached to this Agreement and lists the persons that CARKETA INC
regards as its primary Competitors as of this date. The list is not exclusive Exhibit B is
attached to this Agreement and lists the persons that CARKETA INC
regards as its primary Competitors as of this date. The list is not exclusive.
Certain Ownership Not Considered Competition
Nothing in Section 6 prohibits Recipient from directly or indirectly owning up to 5% of the
aggregate of voting securities of any Competitor that is publicly traded.
No Solicitation of Employees
Recipient acknowledges access to Confidential Information and a position of trust and
confidence with CARKETA INC. In respect of this Recipient agrees not
to directly or indirectly hire, solicit, or encourage any other person to hire or solicit
any individual who has been employed by CARKETA INC or any subsidiary
of CARKETA INC within twenty-four (24) months before the hiring date
or solicitation, or encourage any such individual to leave that employment. Section 8 does
not prevent Recipient from hiring or soliciting any employee or former employee of GREEN
LIGHT AUTO INSPECTIONS, LLC or any subsidiary of CARKETA INC who
responds to a general solicitation that is a public solicitation of prospective employees
and is not directed specifically to the employees of CARKETA INC or
any subsidiary of CARKETA INC.
No Solicitation of Clients
Recipient acknowledges access to Confidential Information and a position of trust and
confidence with CARKETA INC. In respect of this, Recipient agrees not
to directly or indirectly solicit, entice, or attempt to solicit or entice any clients,
customers, or suppliers of CARKETA INC or any subsidiary of GREEN
LIGHT AUTO INSPECTIONS, LLC, to divert their business or services from GREEN LIGHT AUTO
INSPECTIONS, LLC or any subsidiary of CARKETA INC during the
Restricted Period for a period of twelve (12) months.
No Public Disclosure of Agreement
Unless authorized in writing by the other party or required (or believed in good faith to be
required) by any law, regulation, rule, court, or other governmental body, neither party
may, make any public disclosure about this Agreement’s subject matter; about past,
present, or future discussions about the Agreement; or that this Agreement even exists.
Modification for Legal Events
If any court of competent jurisdiction determines that any provision or any part of a
provision set forth in this Agreement is unenforceable because of its duration or geographic
scope, the court has the power to modify the unenforceable provision instead of severing it
from this Agreement in its entirety. The modification may be by rewriting the offending
provision, by deleting all or a portion of the offending provision, by adding additional
language to this Agreement, or by making other modifications as it determines necessary to
carry out the parties’ intent to the maximum extent permitted by Applicable Law. The
parties expressly agree that this Agreement as modified by the court is binding upon and
enforceable against each of them.
No Representation or Warranty as to Accuracy
Each party acknowledges that neither party nor its representatives make any representation
or warranty as to the accuracy or completeness of the Confidential Information. Any
representations or warranties will be in a separate, definitive agreement between the
In connection with this Agreement and the transactions contemplated by it, each party agrees
to provide further assurances if requested by the other party. These further assurances
include signing and delivering any additional documents, instruments, conveyances, and other
assurances or taking any further actions necessary to carry out the provisions of or
transactions contemplated by this Agreement.
A party’s failure to insist upon strict performance of any provision or obligation of
this Agreement for any period of time is not a waiver of that party’s right to demand
strict compliance in the future. An express or implied consent to or waiver of any breach or
default in the performance of any obligations under this Agreement is not a consent to or
waiver of any other breach or default in the performance of the same or of any other
This Agreement is governed, construed, and administered according to the laws of the State
of Utah, as from time to time amended, and any applicable federal law. No effect is given to
any choice-of-law or conflict-of-law provision or rule (whether of the State of Utah or any
other jurisdiction) that would cause the application of laws of any jurisdiction other than
those of the Utah.
Venue; Submission to Jurisdiction
A cause of action arising out of this Agreement includes any cause of action seeking to
enforce any provision of or based on any matter arising out of or in connection with this
Agreement or the transactions contemplated by it. The parties agree that any suit, action,
or proceeding—whether in contract, tort, or otherwise—arising out of this
Agreement must be brought in a state or federal court or courts located in the State of Utah
if one of these courts has subject-matter jurisdiction over the suit, action, or proceeding.
Any cause of action arising out of this Agreement is deemed to have arisen from a
transaction of business in the State of Utah.
Each party irrevocably consents to the jurisdiction of these courts (and their respective
appellate courts) in any cause of action arising out of this Agreement. To the fullest
extent permitted by law, each party irrevocably waives any objection that it may have now or
later to the venue of any action arising out of this Agreement in any of these courts,
including an inconvenient forum petition.
Service of process, summons, notice, or other document by registered mail to the address
designated in Section 12(j) is effective service of process for any suit, action, or other
proceeding brought in any court.
Waiver of Jury Trial
Each party to this Agreement acknowledges and agrees that any controversy arising out of
this Agreement is likely to involve complicated issues. Therefore, each party irrevocably
and unconditionally waives any right it may have to a trial by jury for any cause of action
arising out of this Agreement.
Each party to this Agreement acknowledges that its breach or threatened breach of any of its
obligations under this Agreement would give rise to irreparable harm to the other parties
and monetary damages would not be an adequate remedy. Therefore, each party to this
Agreement agrees that if any party breaches or threatens to breach any of its obligations,
each of the other parties to this Agreement will be entitled to equitable relief, including
a temporary restraining order, an injunction, specific performance, and any other equitable
relief available from a court of competent jurisdiction (without any requirement to post
bond). These equitable remedies are in addition to all other rights and remedies that may be
available in respect of the breach.
If any party to this Agreement institutes any legal cause of action—including
arbitration—against another party arising out of or relating to this Agreement, the
prevailing party will be entitled to the costs incurred in conducting the cause of action,
including reasonable attorneys' fees and expenses and court costs.
Except to the extent this Agreement expressly provides otherwise, the rights and remedies
under this Agreement are cumulative and are in addition to and not in substitution for any
other rights and remedies available at law, in equity, or otherwise.
Unless otherwise stated, all notices, requests, consents, claims, demands, waivers, and
other communications called for under this Agreement must be in writing and will be
when delivered by hand (with written confirmation of receipt);
when received by the addressee if sent by a nationally recognized overnight courier (receipt
on the date sent by facsimile or email as a PDF document (with confirmation of transmission)
if sent during recipient’s normal business hours, and on the next business day if sent
after normal business hours of the recipient; or
on the third day after the date mailed, by certified or registered mail, return receipt
requested, postage prepaid.
The written notice must be sent to the respective parties at the party’s last known
address (or at the address a party has specified in a notice given in accordance with this
The invalidity or unenforceability of any provision of this Agreement does not affect the
validity or enforceability of any other provision of this Agreement. If a court of competent
jurisdiction determines that any provision is invalid, the remaining provisions of this
Agreement are to be construed as if the invalid provision had never been included in this
Subject to Section 10, upon a determination that any provision is invalid, illegal, or
unenforceable, the parties to this Agreement shall negotiate in good faith to modify this
Agreement to effect the original intent of the parties as closely as possible in a mutually
acceptable manner so that the transactions contemplated by this Agreement can be consummated
as originally contemplated to the greatest extent possible.
By signing this Agreement, each party acknowledges that this Agreement is the product of
arms-length negotiations between the parties and should be construed as such. Each party
acknowledges that he or she has been advised to seek separate counsel and has had adequate
opportunity to do so. No party may claim that an ambiguity in this Agreement should be
construed against any other party or that there was any coercion, duress (economic or
otherwise), negligent misrepresentation, or fraud (including fraud in the inducement)
affecting the validity or enforcement of this Agreement.
This Agreement, together with any other written Agreements between the parties, and all
related Exhibits and Schedules,constitutes the sole and entire agreement of its parties with
respect to the Agreement’s subject matter. This Agreement supersedes all prior and
contemporaneous understandings, agreements, representations, and warranties with respect to
the subject matter other than those described in this Subsection, which are specifically
incorporated by reference. As between or among the parties, no oral statements or prior
written material not specifically incorporated in this Agreement has any force or effect.
The parties specifically acknowledge that, in entering into and executing this Agreement,
each is relying solely upon the representations and agreements in this Agreement and no
No provision of this Agreement may be amended or modified except by a written instrument
executed by the parties.
Multiple Originals; Validity of Copies
This Agreement may be signed in any number of counterparts, each of which will be deemed an
original. Any person may rely on a copy of this Agreement that any party certifies to be a
true copy to the same effect as if it were an original.