AMBEDO MARKETING LTD EMPLOYEE NON-DISCLOSURE AGREEMENT
This Employee Non-Disclosure Agreement ("Agreement") is entered into as of July 25th, 2023, by and
between Ambedo Marketing Ltd, herein after referred to as the "Company," and __Aljohn Lumapas__,
an employee of the Company, hereinafter referred to as the "Employee."
WHEREAS, Employee may have access to and become aware of certain confidential and proprietary
information belonging to the Company;
WHEREAS, the Company desires to protect its confidential information and maintain its competitive
advantage;
NOW, THEREFORE, in consideration of the mutual promises contained herein, the parties hereto agree
as follows:
I. CONFIDENTIAL INFORMATION
A. Definition: The term "Confidential Information" shall include, but not be limited to, any and
all information, data, trade secrets, business strategies, marketing plans, financial information,
customer lists, proprietary software, research, or other materials disclosed or made available to
the Employee by Ambedo Marketing, either orally, in writing, electronically, or by any other
means, during the course of the Employee's employment.
1. Examples: The Confidential Information specifically includes, but is not limited to, the
following:
a) Algorithms or technical details used to increase viewership or generate more
views or optimize retention rates.
b) Specific technical proposals to enhance videos related to Disclosing Party.
c) Exclusive techniques and practices currently used by Disclosing Party for story
writing and not otherwise available in the public domain.
d) Information regarding personnel working for the Disclosing Party. e)
Disclosing Party's profit margins and revenue figures. f) Discussions or
exchanges over text or calls that fall under “Confidential Information”.
B. Obligation: The Employee agrees to hold all Confidential Information in strict confidence and
shall not disclose, distribute, or make available such information to any third party without the
prior written consent of the Company, except as required by law.
II. NON-DISCLOSURE OBLIGATION
A. Employee's Duty: The Employee acknowledges and agrees that the Confidential Information
is the valuable and proprietary asset of the Company. The Employee shall not use the
Confidential Information for any purpose other than the performance of their
duties within the scope of their employment with the Company.
B. Return of Information: Upon termination of employment or upon the Company's request, the
Employee shall promptly return to the Company all materials, documents, files, or any other
records containing or pertaining to the Confidential Information.
III. AUTHORIZED DISCLOSURE
The Disclosing Party may, at its sole discretion, provide written authorization to the Receiving Party to
disclose certain Confidential Information to a third party. Such authorization shall be specific and limited
to the disclosed information, the purpose of disclosure, and the intended recipient(s) of the information.
IV. AUTHORIZED DISCLOSURE SURVIVAL
The obligations of confidentiality set out in this Agreement shall apply, (i) with respect to Confidential
Information that constitutes a trade secret of Ambedo Marketing, at all times during the term of the
Employees Relationship with Ambedo Marketing and at all times thereafter so long as such information
remains a trade secret, and (ii) with respect to Confidential Information that does not constitute a trade
secret of Ambedo Marketing, at all times during the Relationship between the Parties and for a period of
three (3) years from the Effective Date of this Agreement, unless expressly agreed upon in writing by
both parties.
V. NON-COMPETE
A. During the term of employment and for a period of 1 year following the termination of
employment, the Employee shall not engage in any employment, consulting, or business
activities that directly compete with Ambedo Marketing 's business related to story with
gameplay or text-to-speech technologies. This includes the creation, development, distribution,
or promotion of any similar products, services, or technologies within the niche without the
prior written consent of Ambedo Marketing.
B. The Employee further agrees not to use any software or proprietary technologies owned or
developed by Ambedo Marketing for personal gain that is scalable or that may result in
unauthorized disclosure or use of Ambedo Marketing 's confidential information.
C. The Employee acknowledges that a breach of this non-compete clause may cause irreparable
harm to Ambedo Marketing, and the Employee agrees that Ambedo Marketing shall be entitled
to seek injunctive relief to enforce the provisions of this Agreement, in addition to any other
legal remedies available.
D. Non-Solicitation: The Employee shall not directly or indirectly solicit or hire any current or
former employees, consultants, or contractors of Ambedo Marketing for a period of 2 years
following the termination of employment unless given written consent by Ambedo Marketing.
VI. NON-DISPARAGEMENT
Agreement to Refrain: The Employee agrees not to make any disparaging remarks, comments, or
statements, whether oral, written, or in any other form, about the Ambedo Marketing, its employees,
clients, or business partners.
VII. INJUNCTIVE RELIEF
The Employee acknowledges that a breach of this Agreement may cause irreparable harm to the
Ambedo Marketing, for which monetary damages would not be an adequate remedy. Ambedo
Marketing shall be entitled to seek injunctive relief to enforce the provisions of this Agreement, in
addition to any other legal remedies available.
VIII. REMEDIES AT LAW
A. In the event of any breach of this Agreement by either party, the non-breaching party shall
have the right to pursue appropriate legal remedies to address such breaches, including seeking
monetary damages and other forms of relief to compensate for the harm caused.
B. Attorney's Fees: In the event of any legal action or proceeding arising out of or relating to the
enforcement of the terms of this Agreement, including the pursuit of monetary and damage
relief, the prevailing party shall be entitled to recover its reasonable attorney's fees and costs
incurred in connection with such action or proceeding.
IX. SEVERABILITY
If a court finds any provision of this Agreement to be illegal or unenforceable, the remainder shall be
enforced as fully as possible, and the unenforceable provision shall be deemed modified to the limited
extent required to permit enforcement of the Agreement as a whole.
X. ENTIRE AGREEMENT This Agreement supersedes all prior discussions and writings and constitutes the
entire agreement between the parties with respect to the subject matter hereof. No waiver or
modification of this Agreement will be binding upon either party unless made in writing and signed by a
duly authorized representative of such party, and no failure or delay in enforcing any right will be
deemed a waiver.
XI. GOVERNING LAW AND JURISDICTION This Agreement shall be governed by and construed in
accordance with the laws of the State of Delaware. Any disputes arising out of or in connection with this
Agreement shall be subject to the exclusive jurisdiction of the courts of Delaware.
XII. EXECUTION This Agreement may be executed in any number of counterparts, and by facsimile or
PDF, each of which shall be deemed an original, and which, when taken together, shall constitute one
and the same the Agreement, notwithstanding that all Parties may not have executed the same
counterpart, and each Party may execute a separate signature page, which may be apprehended to
form one or more duplicate originals of this Agreement.
INWITNESS WHEREOF, the parties hereto have executed this Employee Non-Disclosure Agreement as of
the Effective Date first above written.
For Ambedo Marketing, Signature: _______
Signature: __________________
Date: _______________________
Date: ___December 30, 2023____
a
Definitions Page
1."Effective Date" refers to the date on which this Non-Disclosure Agreement becomes effective and
binding upon the parties.
2. "Non-Disclosure Agreement" or "Agreement" refers to this written contract between the Disclosing
Party and the Receiving Party that governs the protection, use, and disclosure of Confidential
Information.
3. "Injunction" refers to a court order or equitable remedy that may be sought by the Disclosing Party in
the event of a breach or threatened breach of this Agreement, intended to prevent unauthorized
disclosure or enforce compliance with the terms of this Agreement.
4. "Injunctive Relief´ refers to the legal remedy sought by the Disclosing Party in the form of an injunction
or court order to prevent or remedy a breach of this Agreement, typically used to enforce confidentiality
obligations and restrict unauthorized disclosures.
5. "Jurisdiction" refers to the legal jurisdiction or governing body under whose laws this Agreement shall
be interpreted, enforced, and adjudicated.
6. "Trade secret" refers to a type of intellectual property that encompasses confidential information,
techniques, processes, formulas, or other valuable knowledge that provides a competitive advantage to
a business. It refers to information that is not generally known or readily accessible to others and is
subject to reasonable efforts to maintain its secrecy.
7. "Employee" refers to any individual who is contracted under a W-2 arrangement and works in a direct
relationship with Ambedo Marketing within the context of this Agreement. The term encompasses
individuals who have a formal employment agreement with Ambedo Marketing and are engaged in
activities directly related to the operations, projects, or services provided by Ambedo Marketing. The
employment relationship may involve various roles, positions, or responsibilities within Ambedo
Marketing 's organizational structure.
8. "Niche" refers to a specialized and distinct category or market segment within the context of this
Agreement. For the purposes of this Agreement, the term "niche" specifically pertains to the
redistribution of short stories (otherwise referred to as Story Videos) that incorporate gameplay
elements as a backdrop, and include the use of text-to-speech voice technology or human narration.
8.1."Story Video" refers to a form of multimedia content that tells a narrative or conveys a
specific message through visual and auditory elements. It typically involves the combination of
video footage, images, graphics, text, and audio components to create a compelling and
cohesive storytelling experience. Story videos are often used in various contexts, such as
marketing campaigns, social media platforms, online storytelling, brand promotion, educational
materials, and entertainment purposes.