Non-Circumvention & Non-Solicitation Agreement

This Non-Circumvention and Non-Solicitation Agreement ("Agreement") is entered into by and between That Is A Q, a digital innovation and technology agency ("Company"), and any prospective client, partner, vendor, investor, or third-party intermediary ("Disclosing Party"), collectively referred to as the "Parties."

This document establishes the confidential and non-circumventive terms governing business introductions, proprietary information sharing, and collaborative engagements between the Parties.

1. Purpose & Scope

The Parties intend to explore, evaluate, and potentially engage in business, technological, or strategic collaborations. During such discussions, either Party may disclose or gain access to confidential information, introductions, or proprietary networks. This Agreement ensures that neither Party will bypass, exclude, or circumvent the other to directly engage with introduced contacts, entities, or opportunities without prior written consent and appropriate compensation or partnership terms.

2. Definition of Confidential Information

"Confidential Information" shall include, but not be limited to, all non-public business, financial, technical, operational, and strategic data, including introductions to clients, suppliers, investors, partners, or vendors; pricing models; proprietary methodologies; software architectures; and project roadmaps shared in any format (oral, written, digital, or visual).

3. Non-Circumvention Obligations

The Receiving Party agrees not to directly or indirectly circumvent, avoid, bypass, or obviate the Disclosing Party in any business opportunity, transaction, or relationship introduced or facilitated by the Disclosing Party, whether directly or through affiliates, subsidiaries, or third parties. This restriction applies to:

• Direct engagement with introduced clients, partners, or vendors
• Solicitation of business from introduced entities for competing projects
• Use of introduced contacts for alternative partnerships without prior written authorization

4. Non-Solicitation of Personnel

During the term of this Agreement and for a period of twenty-four (24) months following its termination or expiration, neither Party shall directly or indirectly solicit, recruit, hire, or attempt to hire any employee, contractor, or representative of the other Party with whom they had contact or obtained knowledge of through the confidential relationship established herein.

5. Term & Duration

This Agreement shall become effective upon the date first written above and shall remain in full force and effect for a period of three (3) years from the Effective Date. The non-circumvention and non-solicitation obligations shall survive termination or expiration for an additional two (2) years.

6. Return of Materials

Upon written request, or upon termination of discussions, the Receiving Party shall promptly return or securely destroy all documents, records, and tangible materials containing or embodying Confidential Information, and certify such destruction in writing. Standard archival copies retained for legal compliance may be kept but remain subject to the confidentiality and non-circumvention obligations herein.

7. Remedies & Injunctive Relief

The Parties acknowledge that a breach of this Agreement may cause irreparable harm for which monetary damages alone would be insufficient. Accordingly, the Disclosing Party shall be entitled to seek specific performance and injunctive relief, in addition to any other remedies available at law or in equity, to enforce the terms of this Agreement.

8. General Provisions

1. Independent Relationship: Nothing in this Agreement shall be construed to create a partnership, joint venture, or agency relationship between the Parties.
2. Governing Law: This Agreement shall be governed by and construed in accordance with the laws of the jurisdiction in which That Is A Q is legally incorporated, without regard to its conflict of law principles.
3. Amendments: Any modifications or amendments to this Agreement must be in writing and signed by authorized representatives of both Parties.
4. Severability: If any provision of this Agreement is held to be invalid or unenforceable, the remaining provisions shall continue in full force and effect.