Intellectual Property & Non-Compete Policies

The policies on this site are here for the mutual benefit of The Company, Individual (Client), visitors and guests.

If you have questions that aren’t answered below, please refer to the FAQ’s page, Policies page or contact The Company at hello [at] JoelleByrne [dot] com

INTELLECTUAL PROPERTY

The consulting, information, content, materials and services (and any intellectual property and other rights relating thereto) are and will remain the property of the Company. In order to honour and protect The Company’s intellectual property, the client agrees not to disclose, communicate, copy, reproduce, modify, adapt, translate, republish, keep, post, transmit, sublicense, sell or decompile, in any way share information about the Company’s materials, written articles, or methods to any third parties without the express written permission, or elsewhere provided in this agreement and participation in the mentoring dictates. Any misuse or any of The Company’s intellectual property may result in court action, civil and criminal to the fullest extent of the law. The sharing of information and images from associated websites for personal use is permitted however, a link back to the originating site must be included in all shared content. Pins to Pinterest are welcome and appreciated. All content is the property of The Company.  Edits to images or content including cropping, removing watermarks or editing written content is NOT permissible under any circumstances.  Any free product/download/Email offers have been created by The Company for the personal use of the client only and must not be distributed, sold or provided to an open audience as per Company copyright.

NON-COMPETE

This NON-COMPETE AGREEMENT (the “Agreement”) is effective as of the signature date by and between

1. Parties
2. Members of the Passive Business Academy (“Promising Party”).
3. JoelleByrne.com, incorporated and registered in England and Wales with company number UTR 53754 83893 and whose registered office is at 27 Warley Wood Avenue, Luddendenfoot, Halifax, West Yorkshire HX2 6BJ (“Protected Party”).
4. Background
5. Protected Party wishes to prohibit Promising Party from engaging in any Unauthorised Competition and wishes to disclose Confidential Information to Promising Party while ensuring that Promising Party maintains the confidentiality of all such Confidential Information.
6. In consideration of the mutual promises herein contained and in furtherance of the Parties’ business interests and other benefits conferred, the Parties have agreed to comply with the following terms.
7. Non-Competition. Beginning as of the signature date, Promising Party agrees not to engage in any Unauthorised Competition with Protected Party during the Parties’ business relationship and for a period of 2 years after termination of the relationship for any reason or no reason. “Unauthorised Competition” means rendering Promising Party’s advice, aid, money, reputation or other services to any natural person, organisation or business entity engaging in activities that compete with Protected Party, including, but not limited to, (i) engaging in any such competition via the internet; (ii) starting a competing business; and (iii) providing aid or services to a competitor as an employee, contractor, owner, authorised agent or in any other capacity.
8. Exceptions. Notwithstanding anything to the contrary stated herein, Protected Party acknowledges that the following activities are not prohibited by this Agreement:
9. Owning a minority equity interest in a competitor.
10. Engaging in Unauthorised Competition with Protected Party’s express written consent.
11. Non-Solicitation of Customers. Beginning as of the signature date, Promising Party agrees not to engage in any Unauthorised Customer Solicitation during the Parties’ business relationship and for a period of 2 years after termination of the relationship for any reason or no reason. “Unauthorised Customer Solicitation” means, directly on Promising Party’s own behalf or indirectly on behalf of another person or entity, soliciting or attempt to solicit any business from any of Protected Party’s customers, including, but not limited to, (i) encouraging Protected Party’s customers to terminate, diminish or disrupt their business relationship with Protected Party and (ii) selling, licensing or otherwise providing or attempting to provide the same or similar goods or services as Protected Party is currently providing or attempting to provide its customers.
12. Protected Party’s Confidential Information
13. Confidential Information. “Confidential Information” means any and all information which is possessed by or developed for Protected Party and which relates to Protected Party’s existing or potential business or technology, which information is generally not known to the public, and which information Protected Party seeks to protect from disclosure to its existing or potential competitors or others, and includes, without limitation, for example: proprietary information, business plans, operations, business strategies, business know-how and techniques, Trade Secrets, marketing plans, computer software and customer information. Confidential Information also includes information received by Protected Party from others that Protected Party has an obligation to treat as confidential, including information governed by the General Data Protection Regulation (GDPR) or by a non-disclosure agreement. Confidential Information includes information and documents whether or not they are marked “confidential” or carry any other marks or designations.
14. Trade Secrets. “Trade Secrets” means all information which (i) is secret in the sense that it is not, as a body or in the precise configuration and assembly of its components, generally known among, or readily accessible to, persons within the circles that normally deal with the kind of information in question; (ii) has commercial value because it is secret; and (iii) has been subject to reasonable steps under the circumstances, by the person lawfully in control of the information, to keep it secret.
15. Promising Party’s Obligations. In consideration for Promising Party’s receipt of Confidential Information or other valuable consideration, the receipt and sufficiency of which is hereby acknowledged, Promising Party agrees as follows: (i) to not disclose Confidential Information to third parties without Protected Party’s express prior written consent and to maintain the confidentiality of the Confidential Information in good faith while exercising reasonable precautions to prevent any unauthorised access, use or disclosure; (ii) to only use Confidential Information for the purposes for which it was provided or in order to evaluate potential or continuing projects or business activities between the Parties and in performance of any resulting arrangements; (iii) to not disclose Confidential Information to Promising Party’s employees, officers, parent company or majority-owned subsidiaries, if any, except on a need-to-know basis for purposes permitted hereunder; (iv) to not copy, modify, reverse engineer or independently derive Confidential Information, or attempt to do so, except for purposes permitted hereunder; (v) to establish and maintain adequate security measures to protect the Confidential Information from unauthorised use or access, including implementing any reasonable security measures proposed by Protected Party; (vi) to immediately notify Protected Party if Promising Party becomes aware of any possible unauthorised use, disclosure or misappropriation of Confidential Information; and (vii) to immediately notify Protected Party of any court order compelling disclosure of Confidential Information and cooperate with Protected Party in contesting or minimising such disclosure. Promising Party will not disclose to Protected Party, use in Protected Party’s business or cause Protected Party to use any Confidential Information belonging to others. These restrictions apply to all Confidential Information regardless of the format (hard copy, electronic or otherwise) or location in which they are created or maintained, including, but not limited to, all computers that Promising Party may possess or have access to in or away from Protected Party’s offices.
16. Length of Obligation. Promising Party’s obligation of non-disclosure of Confidential Information shall continue during the Parties’ business relationship and for a period of two years after termination of the relationship for any reason or no reason.
17. Exceptions. This Agreement shall not prohibit any of the following:
18. A disclosure of Confidential Information that is required by law or court order, provided that Promising Party has not intentionally taken actions to trigger such required disclosure and, so long as not prohibited by any applicable law or regulation, Protected Party is given reasonable prior notice and an opportunity to contest or minimise such disclosure
19. Disclosure of Confidential Information after it has become generally known in the industry in which Protected Party conducts its business

iii.         Promising Party’s use of general skills and know-how acquired during and prior to employment by Protected Party, as long as such use does not involve the use or disclosure of Confidential Information

1. Promising Party’s disclosure of Confidential Information in the event Protected Party has given Promising Party express prior written permission to do so
2. Disclosure of Confidential Information after it has become generally known in the industry in which Protected Party conducts its business or prohibit Promising Party’s use of general skills and know-how acquired during and prior to working with Protected Party, as long as such use does not involve the disclosure of Confidential Information
3. Disclosure of information that (i) Promising Party develops without the use of Protected Party’s facilities, materials and equipment; (ii) does not result from any work performed by Promising Party for Protected Party; (iii) is developed by Promising Party entirely on Promising Party’s own time; and (iv) does not relate to any of Protected Party’s actual or prospective business opportunities
4. Irreparable Harm. Promising Party acknowledges that Protected Party engages in a competitive business and has or will expend significant sums of money and time to develop and use its Confidential Information. Promising Party further acknowledges that Protected Party would suffer irreparable harm, loss and damage if its Confidential Information were disclosed to a Non-Party.
5. No Undue Burden. Promising Party acknowledges that: (i) this Agreement has been specifically bargained between the Parties and reviewed by Promising Party; (ii) Promising Party has had an opportunity to obtain legal counsel to review this Agreement; and (iii) the covenants made by and duties imposed upon Promising Party hereby are fair, reasonable and minimally necessary to protect the legitimate business interests of Protected Party, and such covenants and duties will not place an undue burden upon Promising Party’s livelihood in the event of termination of Promising Party’s contract or other business relationship by Protected Party and the strict enforcement of the covenants contained herein.
6. Relationship of the Parties. Promising Party acknowledges and agrees that nothing in this Agreement is a guarantee or assurance of a continued business relationship for any specific period of time.
7. No Third-Party Rights. This Agreement does not give rise to any rights under the Contracts (Rights of Third Parties) Act 1999 to enforce any term of this Agreement.
8. Governing Law. Parties agree and acknowledge that all provisions of this Agreement shall be governed by and construed in all matters under the law of England and Wales, and the Courts of England and Wales shall have non-exclusive jurisdiction in all matters relating thereto.
9. Survivability. This Agreement will survive the termination, for any reason, of Promising Party’s employment, contract or other business relationship with Protected Party, as the case may be.
10. Entire Agreement. This Agreement represents the entire agreement between Protected Party and Promising Party and may not be modified, changed or altered by any promise or statement by Protected Party other than in writing signed by Promising Party and an authorised representative of Protected Party.
11. Waiver. The waiver by Protected Party of a breach of any provision of this Agreement by Promising Party shall not be considered as a waiver of rights with respect to any subsequent breach by Promising Party.
12. Successors and Assigns. This Agreement binds and benefits the heirs, successors and assignees of the Parties.
13. Equitable Relief and Remedies. Promising Party acknowledges that any breach of this Agreement will cause substantial and irreparable harm to Protected Party for which money damages would be an inadequate remedy. Accordingly, in the event of a breach or threatened breach of this Agreement, Protected Party will be entitled to seek injunctive and other forms of equitable relief to prevent such breach, and the prevailing Party will be entitled to recover from the other, the prevailing Party’s losses, damages and costs, including, without limitation, reasonable attorney’s fees and costs incurred in connection with enforcing this Agreement in addition to any other rights or remedies available at law, in equity or by statute. Each Party agrees that it shall have no remedies in respect of any statement, representation, assurance or warranty, whether made innocently or negligently, that is not set out in this Agreement.
14. Third-Party Claims. Should either Party materially breach any part of this Agreement, that breaching Party shall indemnify, hold harmless and defend the non-breaching Party, including its employees, agents and other representatives, against all third-party claims, liabilities and expenses, including reasonable attorney’s fees and costs, that result from such material breach.
15. Dispute Resolution. The Parties acknowledge and agree that they will first attempt to resolve any dispute resulting from or arising out of this Agreement through friendly consultation between one another. If friendly consultation fails to resolve the dispute, the Parties agree to submit the dispute to mediation conducted in accordance with the International Chamber of Commerce (ICC) Mediation Rules or other mediation rules agreed upon by the Parties. The Parties agree to share equally in the costs of the mediation. If mediation fails to resolve the dispute, the dispute shall be finally settled under the Rules of Arbitration of the International Chamber of Commerce (ICC), or other arbitration rules agreed upon by the Parties, by one or more arbitrators appointed in accordance with said Rules.
16. Construction. The terms used in this Agreement shall be construed in both the feminine and masculine, and both single and plural, wherever applicable.
17. Severability. The Parties have attempted to limit the restrictive covenants in this Agreement so that they apply only to the extent necessary to protect legitimate business and property interests. If any provision of this Agreement shall be held to be invalid or unenforceable for any reason, that provision shall be considered removed from this Agreement; however, the remaining provisions shall continue to be valid and enforceable according to the intentions of the Parties. If a court or arbitrator finds that any provision of this Agreement is invalid or unenforceable, but that by limiting such provision it would become valid and enforceable, then such provision shall be deemed to be written, construed, and enforced as so limited.
18. Notice. Any notice required or permitted under this Agreement must be in writing and delivered in accordance with the provisions of this paragraph. Such notice, if delivered by electronic mail, will be delivered to the Protected Party at hello@joellebyrne.com. Such notice, if delivered by personal delivery or post, will be delivered to the Parties at the addresses specified in the first paragraph of this Agreement.
19. Counterparts; Electronic Signature. This Agreement may be executed in counterparts, including by fax, email, or other facsimile, each an original but all considered part of one Agreement. Electronic signatures placed upon counterparts of this Agreement by a Party, or their approved agent shall be considered valid representations of that Party’s signature.

Disclaimer: All policies are subject to change without notice