Affiliate Marketing Secrets

NON-DISCLOSURE AND NON-SOLICITATION
Confidential Information Defined. “Confidential Information” means: (a) any “trade secret” as defined in California Civil Code section 3426 et seq.; and further, (b) any information not readily accessible to the public that Consultant obtains through Company, which relates to Company’s finances, operations, clients, vendors, or other third party with whom the Company has an existing or reasonably anticipated relationship. Such Confidential Information includes, without limitation, Company’s technology, processes, products, programs, vendors, suppliers, consultants, research, development, accounting, marketing, pricing, staffing, strategies, contracts, security protocols, client lists or databases, client documents, post orders, marketing or sales proposals, and any actual or contemplated trademark, service mark, trade name or patent. The information described above is Confidential Information no matter how obtained, and regardless of whether such information is intangible (such as a fact known but not recorded), recorded in written form (such as a letter, memorandum or other document), or otherwise recorded (such as a photograph, videotape, audiotape or computer disk). Information concerning Company clients has independent economic value to the Company, and the Company has expended considerable time and effort to develop, compile and protect the confidentiality of that information.
No Solicitation/Interference. While providing services to Company or for a period of three (3) years thereafter, Consultant shall not: solicit on behalf of any entity other than Company, business from any Company client whose identity and/or interests are Confidential Information of Company. Consultant further agrees that while providing services to Company and for a period of three (3) years thereafter, Consultant shall not solicit any Company employee for employment by any competing security or event services entity. Consultant further agrees that while providing services to Company and for a period of three (3) years thereafter, Consultant shall not induce any Company client, Company employee, consultant, independent contractor, licensee or other third party to sever any relationship with Company, or to modify its business with Company on terms which are less favorable to Company.
Equitable Relief and Liquidated Damages. In addition to any other rights and remedies Company may have, any Consultant breaching this section agrees that Company, without the necessity of proving actual damages, shall be entitled to temporary and permanent injunctive relief to prevent Consultant from breaching or continuing to breach this section and that Company shall be entitled to such relief without posting bond. Because damages for such breach may be difficult to ascertain, Consultant agrees to pay to the Company the sum of one-hundred thousand dollars ($100,000.00) for each such breach as liquidated damages in the event that Consultant violates the terms of this section.

2 Questions:
1. Would it be “advantageous” to the Consultant” to sign this NDA, knowing it will NOT hold up in court?
2. Would this agreement, if the Company “claims” in the future that there is a breach by Consultant hold up in court at all?
Especially the “No Solicitation/Interference” section and the “Equitable Relief and Liquidated Damages” section. The Consultant is a Marketing Consultant. The “Company” is a Security Protection Company.
NON-DISCLOSURE AND NON-SOLICITATION
Confidential Information Defined. “Confidential Information” means: (a) any “trade secret” as defined in California Civil Code section 3426 et seq.; and further, (b) any information not readily accessible to the public that Consultant obtains through Company, which relates to Company’s finances, operations, clients, vendors, or other third party with whom the Company has an existing or reasonably anticipated relationship. Such Confidential Information includes, without limitation, Company’s technology, processes, products, programs, vendors, suppliers, consultants, research, development, accounting, marketing, pricing, staffing, strategies, contracts, security protocols, client lists or databases, client documents, post orders, marketing or sales proposals, and any actual or contemplated trademark, service mark, trade name or patent. The information described above is Confidential Information no matter how obtained, and regardless of whether such information is intangible (such as a fact known but not recorded), recorded in written form (such as a letter, memorandum or other document), or otherwise recorded (such as a photograph, videotape, audiotape or computer disk). Information concerning Company clients has independent economic value to the Company, and the Company has expended considerable time and effort to develop, compile and protect the confidentiality of that information.
No Solicitation/Interference. While providing services to Company or for a period of three (3) years thereafter, Consultant shall not: solicit on behalf of any entity other than Company, business from any Company client whose identity and/or interests are Confidential Information of Company. Consultant further agrees that while providing services to Company and for a period of three (3) years thereafter, Consultant shall not solicit any Company employee for employment by any competing security or event services entity. Consultant further agrees that while providing services to Company and for a period of three (3) years thereafter, Consultant shall not induce any Company client, Company employee, consultant, independent contractor, licensee or other third party to sever any relationship with Company, or to modify its business with Company on terms which are less favorable to Company.
Equitable Relief and Liquidated Damages. In addition to any other rights and remedies Company may have, any Consultant breaching this section agrees that Company, without the necessity of proving actual damages, shall be entitled to temporary and permanent injunctive relief to prevent Consultant from breaching or continuing to breach this section and that Company shall be entitled to such relief without posting bond. Because damages for such breach may be difficult to ascertain, Consultant agrees to pay to the Company the sum of one-hundred thousand dollars ($100,000.00) for each such breach as liquidated damages in the event that Consultant violates the terms of this section.

I exited a business around four months ago due to partner problems and would like to now start my own operation in a similar field. We just finalized a buyout agreement and signed papers releasing me as a Director from the corp. The previous company was in a field that involved a software database be created to analyze corporate billing for their telecom accounts – both wire line and mobile (can’t be too specific).
The corp I’m looking to start would offer a similar service, however would be different in a variety of ways and would also be built without directly copying anything that I have intellectually from my previous role. The new corp would have some similarities as far as the solution, however would be built from the ground up.
We have a unanimous shareholder agreement in place for the corp I had been previously part of (I was an equal shareholder – all minority shares @ 25%). My concern is that the USA has a clause in relation to confidentiality and states that no officer shall divulge any information regarding the business, or its finances, affairs, dealing and any trade secrets of the company including trade secrets, designs, methods, etc. I had them remove the non compete clause, as it would ban me from the industry for 10 years. The only non compete currently in place is in regards to going after existing clients of the corporation for a period of 3 years, which I wouldn’t do.
If I start his new corp, what is the likely hood I’ll be sued once they find out? If I were to be sued, they would obviously sue for damages, but would it be an amount that could potentially shut be down? If I want to be sneaky, could I find a partner and register everything in their name and act as employee for the time being?
Seeing as several big corps sue each other all of the time over IP, patents, etc I don’t see this being any different. I would however go in to the new corp without the intention of directly copying their solution. They also don’t have any patents or really proprietary technology, as several other companies offer a similar product/service and ours was created based on a couple of them in market ironically enough, so I don’t see them being able to prove that their solution was that unique and not based off others in market.
Advice from savvy biz professionals, or lawyers would be ideal. I want some advice before investing personal capital. I will likely sit down with a lawyer here, but want to know whether or not this is a waste of my time. I was bullied out of the other co and know that’s its a profitable market that I want to be a part of, just without idiots.

My boyfriend broke up with me just over a week ago and while we were together, we both made an agreement to close our Facebook accounts. I’d really like to start getting in touch with some old friends again so I have a distraction from the pain and hurt I’m feeling and thought the best way to do this would be to get back on Facebook.
Based on the agreement I had with him, would you think I was being out of order if I got back on Facebook now or do you think I should wait a bit longer before I do? Obviously I do not intend to add anyone affiliated with my ex as a friend on Facebook and I really don’t want any agro off my ex for doing this because I’m hurting enough as it is.
I’ll be grateful for any thoughts.
Rach xx

Several of the Democrats I’ve recently talked to about politics have been statists. As a libertarian, I try to find points of agreement with people to keep hostility to a minimum. When I said I thought things like ending US military involvement in the middle east and ending drug prohibition were good ideas, they disagreed with me. Two people even disagreed that the federal government should mandate that gay marriage be legal. At first I was surprised, and then I realized that Obama is a Democrat and holds very similar, non-liberal views.
Has anyone else noticed this? I know there are still real liberals like Jared Polis in the party, but they seem to be a dying breed. Is the Democratic party trending toward a new ideological position? Are actual liberals still comfortable affiliating with it?
Please don’t try to extract an argument from my question; there is none. It’s a real question that has been inspired by my personal observations.

If you signed a non solicitation agreement after leaving a company and if you know your former colleague was also looking for some other opportunities, is it a violation of the non solicitation agreement by asking this former colleague for his/her interest to apply for a job online if you think that position fits him/her. Also if you’re not affiliated with this position online.