JOIN THE CREW

EMPLOYEE NON-DISCLOSURE, CONFIDENTIALITY,
AND RESTRICTIVE COVENANTS AGREEMENT

MÁS CHINGÓN DALLAS LLC

This Employee Non-Disclosure, Confidentiality, and Restrictive Covenants Agreement (this “Agreement”) is entered into effective as of (the “Effective Date”), by and between MÁS CHINGÓN DALLAS LLC, a Texas limited liability company with its principal place of business located at 312 W Davis St, Dallas, Texas (the “Company”), and , an individual residing at (“Employee”). The Company and Employee are referred to herein individually as a “Party” and collectively as the “Parties.”

RECITALS

WHEREAS, the Company is engaged in the business of operating one or more food, beverage, hospitality, and related establishments in the Dallas-Fort Worth metroplex and may expand into related lines of business (the “Business”);

WHEREAS, in connection with Employee’s employment by the Company commencing on , Employee will have access to, develop, contribute to, and be entrusted with valuable Confidential Information (as defined below), trade secrets, customer relationships, goodwill, training, and other proprietary assets of the Company;

WHEREAS, the Company has invested, and continues to invest, substantial time, effort, and resources in developing its Confidential Information, customer and vendor relationships, recipes, systems, methods, and goodwill, and would suffer irreparable harm if such information or relationships were misappropriated or disclosed;

WHEREAS, the protections set forth in this Agreement are a material condition of, and inducement to, the Company’s offer of employment, continued employment, training, access to Confidential Information, and payment of compensation to Employee, all of which constitute good, valuable, and sufficient consideration; and

WHEREAS, Employee acknowledges that the restrictions contained herein are reasonable and necessary to protect the legitimate business interests of the Company.

NOW, THEREFORE, in consideration of the foregoing recitals, Employee’s employment or continued employment with the Company, the access to Confidential Information, the specialized training to be provided to Employee, the compensation and benefits to be paid to Employee, and other good and valuable consideration, the receipt and sufficiency of which are hereby acknowledged, the Parties agree as follows:

1. CONFIDENTIAL INFORMATION

1.1 Definition.

As used in this Agreement, “Confidential Information” means any and all non-public, confidential, proprietary, or trade-secret information, in any form or medium (whether oral, written, electronic, visual, or otherwise), that relates to the Company, its Affiliates, or the Business, and that is disclosed to, observed by, accessed by, or developed by Employee before, during, or in connection with Employee’s employment. Confidential Information includes, without limitation:

• financial information of any kind, including revenues, profits, margins, costs, budgets, forecasts, projections, capital structure, distributions, tax matters, banking and lender information, and unit-level economics;
• pricing, discounting, promotions, markups, cost-of-goods information, and supplier or vendor pricing terms;
• customer, guest, client, and prospect lists, contact information, preferences, dining or purchase histories, loyalty data, reservation data, and customer relationship information;
• vendor, supplier, distributor, broker, contractor, landlord, and licensor identities, terms, contracts, and pricing;
• recipes, formulas, ingredient lists, preparation methods, plating standards, menu development, beverage programs, cocktail specifications, and any culinary or beverage know-how;
• operating procedures, training materials, manuals, checklists, opening and closing procedures, scheduling systems, inventory systems, and labor models;
• marketing strategies, advertising plans, brand standards, social-media strategies, public-relations plans, market research, and concept-development materials;
• business plans, expansion plans, site-selection materials, lease terms, real-estate information, build-out costs, and construction documents;
• trade secrets within the meaning of the Texas Uniform Trade Secrets Act, Tex. Civ. Prac. & Rem. Code § 134A, and the Defend Trade Secrets Act, 18 U.S.C. § 1836 et seq.;
• proprietary software, point-of-sale data, technology systems, databases, login credentials, access codes, source code, and algorithms;
• personnel and employee information, including compensation, benefits, performance, discipline, hiring plans, and personally identifying information;
• internal communications, emails, text messages, memoranda, meeting notes, recordings, and management or ownership deliberations;
• information regarding the Company’s owners, members, managers, officers, investors, or their family members, including identities, ownership percentages, capital contributions, distributions, equity arrangements, buy-sell terms, side letters, internal disputes, personal financial information, personal contact information, and any non-public matters discussed in management or member meetings;
• any third-party information that the Company is obligated to keep confidential; and
• any other information that a reasonable person in Employee’s position would understand to be confidential or proprietary based on its nature, the circumstances of its disclosure, or the manner in which it is marked or treated.

1.2 Exclusions.

Confidential Information does not include information that Employee can demonstrate by contemporaneous written documentation: (a) is or becomes generally known to the public through no fault, act, or omission of Employee or any person acting on Employee’s behalf; (b) was lawfully known to Employee, free of any obligation of confidence, before its disclosure by the Company; (c) is rightfully obtained by Employee from a third party who is lawfully in possession of such information and not under an obligation of confidentiality; or (d) is independently developed by Employee entirely outside the scope of employment, without use of or reference to any Confidential Information and without use of any Company resources, time, or facilities.

1.3 Affiliates.

As used herein, “Affiliate” means any entity controlling, controlled by, or under common control with the Company, and includes any successor restaurant concept, hospitality venture, or related business owned in whole or in part by the Company’s members or managers.

2. EMPLOYEE OBLIGATIONS

2.1 Duty of Confidentiality.

Employee shall hold all Confidential Information in the strictest confidence and shall not, at any time during or after employment, directly or indirectly, use, copy, reproduce, disclose, publish, distribute, transmit, post, or make available any Confidential Information to any person or entity, except as expressly authorized by this Agreement.

2.2 Permitted Use.

Employee may use Confidential Information solely to the extent necessary to perform Employee’s authorized duties for the Company and only for the legitimate business purposes of the Company. Any other use is strictly prohibited.

2.3 Reasonable Security Measures.

Employee shall take all reasonable measures to safeguard Confidential Information from unauthorized access, use, disclosure, theft, loss, or destruction, including, without limitation, complying with the Company’s information-security policies, using strong passwords, securing devices, refraining from storing Confidential Information on personal devices or cloud accounts not approved by the Company, and refraining from sending Confidential Information to personal email addresses.

2.4 No Removal.

Employee shall not remove from the Company’s premises (whether physically or electronically) any Confidential Information or any tangible item containing Confidential Information except as required to perform authorized duties, and in no event shall Employee retain any Confidential Information after the cessation of employment.

2.5 Notification of Breach.

Employee shall immediately, and in no event later than twenty-four (24) hours after discovery, notify the Company in writing of any actual, suspected, or threatened loss, unauthorized use, unauthorized disclosure, or breach of Confidential Information, and shall cooperate fully with the Company in investigating and mitigating any such incident.

2.6 Compelled Disclosure.

If Employee is legally compelled (by subpoena, court order, regulatory demand, or similar process) to disclose any Confidential Information, Employee shall, to the extent legally permitted, promptly notify the Company in writing prior to disclosure so that the Company may seek a protective order or other appropriate remedy. Employee shall disclose only that portion of the Confidential Information that is legally required and shall use reasonable efforts to obtain assurances that confidential treatment will be accorded to such disclosed information.

3. PROTECTION OF OWNERS, MEMBERS, AND MANAGEMENT

3.1 Heightened Confidentiality.

Employee acknowledges that, in the course of employment, Employee may learn information about the Company’s owners, members, managers, officers, investors, and their respective family members and personal affairs (collectively, the “Protected Persons”). Employee agrees that all such information is, and shall be treated as, Confidential Information of the highest sensitivity.

3.2 Scope of Protection.

The protection set forth in this Section applies to, without limitation: (a) the identities of the Protected Persons and their roles, titles, and capacities; (b) ownership percentages, units, capital accounts, capital contributions, loans, distributions, allocations, and tax information; (c) buy-sell terms, transfer restrictions, voting agreements, side letters, and any internal governance arrangements; (d) personal financial information, net worth, real-estate holdings, and outside business interests; (e) personal contact information, home addresses, family members, schedules, and routines; (f) internal disagreements, disputes, mediation or arbitration matters, settlement terms, and any matters discussed in member, manager, or executive meetings; (g) personnel evaluations or compensation of any Protected Person; and (h) any other matter that a reasonable person would consider personal or sensitive to a Protected Person.

3.3 No Disclosure to Other Employees.

Except as strictly required to perform Employee’s authorized duties and on a need-to-know basis, Employee shall not discuss or disclose any of the foregoing with or to any other employee, contractor, vendor, customer, family member, social contact, journalist, blogger, social-media user, or any other third party.

3.4 No Photographing or Recording.

Employee shall not photograph, video-record, audio-record, screenshot, or otherwise capture any Protected Person, any Company management or member meeting, or any document or screen containing Confidential Information about a Protected Person, without the prior written consent of an authorized Manager of the Company.

3.5 Third-Party Beneficiaries.

Each Protected Person is an intended third-party beneficiary of this Section 3 and Section 8 (Non-Disparagement) and shall have the right to enforce such Sections directly against Employee in his, her, or its own name.

4. OWNERSHIP OF WORK PRODUCT AND INVENTIONS ASSIGNMENT

4.1 Work Product.

All work product, deliverables, materials, recipes, menu items, beverage programs, marketing materials, photographs, video, training materials, manuals, software code, designs, processes, improvements, discoveries, inventions, ideas, know-how, and works of authorship, whether or not patentable or copyrightable, that are conceived, developed, made, reduced to practice, authored, or contributed to by Employee, alone or with others, during the period of employment and that (a) relate to the Business or actual or anticipated activities of the Company, (b) result from any work performed by Employee for the Company, or (c) are created using any Company time, facilities, equipment, supplies, or Confidential Information (collectively, “Work Product”), shall be the sole and exclusive property of the Company.

4.2 Works Made for Hire; Assignment.

All copyrightable Work Product shall be deemed “works made for hire” under the United States Copyright Act to the maximum extent permitted by law. To the extent any Work Product does not qualify as a work made for hire, or to the extent any rights in Work Product do not vest automatically in the Company, Employee hereby irrevocably assigns, transfers, and conveys to the Company all right, title, and interest in and to such Work Product, including all intellectual-property rights therein, throughout the world, in perpetuity. Employee further waives, to the maximum extent permitted by law, any moral rights, rights of attribution, and rights of integrity in any Work Product.

4.3 Further Assurances.

Employee shall, at the Company’s reasonable request and expense, execute all documents and take all actions reasonably necessary to perfect, record, register, or enforce the Company’s rights in the Work Product. If Employee fails or refuses to do so, Employee hereby irrevocably appoints the Company and its duly authorized officers as Employee’s attorney-in-fact, coupled with an interest, to execute and file such documents on Employee’s behalf.

4.4 Texas-Required Notice — Excluded Inventions.

Employee is hereby notified, in accordance with applicable law, that the assignment in Section 4.2 does not apply to any invention that Employee developed entirely on Employee’s own time without using any Company equipment, supplies, facilities, or Confidential Information, and that does not (a) relate at the time of conception or reduction to practice to the Company’s Business or actual or demonstrably anticipated research or development of the Company, or (b) result from any work performed by Employee for the Company. Employee shall, at the time of entering into this Agreement, disclose in writing to the Company on Exhibit A any pre-existing inventions that Employee desires to exclude from the operation of this Agreement. If Employee provides no such list, Employee represents that there are no such pre-existing inventions.

4.5 Pre-Existing Third-Party Rights.

Employee represents and warrants that Employee will not incorporate into any Work Product any pre-existing materials owned by Employee or by any third party without the prior written consent of the Company. If any such materials are incorporated with the Company’s consent, Employee hereby grants the Company a perpetual, irrevocable, worldwide, royalty-free, sublicensable license to use, reproduce, modify, distribute, and create derivative works of such materials in connection with the Work Product.

5. NON-SOLICITATION OF CUSTOMERS AND CLIENTS

5.1 Restriction.

During Employee’s employment with the Company and for a period of twelve (12) months following the cessation of employment for any reason (the “Restricted Period”), Employee shall not, directly or indirectly, on Employee’s own behalf or on behalf of any other person or entity:

• solicit, induce, contact, accept business from, or attempt to solicit, induce, or accept business from any customer, client, guest, private-event customer, catering customer, corporate account, vendor, supplier, or referral source of the Company with whom Employee had material contact, or about whom Employee learned Confidential Information, during the last twenty-four (24) months of employment, for the purpose of providing products or services that are competitive with the Business; or
• interfere with, disrupt, or attempt to disrupt any contractual or prospective business relationship between the Company and any such customer, client, vendor, supplier, or referral source.

5.2 Reasonableness.

Employee acknowledges that the Company has a legitimate, protectable interest in its customer relationships and goodwill, and that the foregoing restriction is reasonably necessary to protect such interest.

6. NON-SOLICITATION OF EMPLOYEES (ANTI-POACHING)

6.1 Restriction.

During Employee’s employment with the Company and for the Restricted Period, Employee shall not, directly or indirectly, on Employee’s own behalf or on behalf of any other person or entity: (a) solicit, recruit, hire, engage, or attempt to solicit, recruit, hire, or engage any person who is, or who was during the last twelve (12) months of Employee’s employment, an employee, manager, officer, or independent contractor of the Company; (b) induce or attempt to induce any such person to terminate or modify his or her relationship with the Company; or (c) provide any third party with the names, contact information, or compensation information of any such person for the purpose of solicitation or recruitment.

6.2 General Advertising Carve-Out.

General advertisements or job postings not specifically targeted at Company personnel shall not, by themselves, constitute a violation of this Section 6, provided that Employee does not hire or engage any responding Company personnel during the Restricted Period.

7. NON-COMPETE

7.1 Restriction.

In consideration of the Company’s promise to provide Employee with Confidential Information, specialized training, and access to customer goodwill, and in compliance with Tex. Bus. & Com. Code § 15.50 et seq., during Employee’s employment with the Company and for a period of twelve (12) months following the cessation of employment for any reason, Employee shall not, directly or indirectly, within the Restricted Territory (defined below), own, manage, operate, control, be employed by, consult for, provide services to, or have any financial interest in any business or enterprise that is engaged in, or actively planning to engage in, the operation of a restaurant, bar, lounge, food-and-beverage concept, or hospitality venue that is directly competitive with the Business of the Company (a “Competing Business”), in any role in which Employee would perform duties similar to those Employee performed for the Company or in which Employee would be reasonably likely to use or disclose Confidential Information.

7.2 Restricted Territory.

“Restricted Territory” means a twenty-five (25) mile radius around (a) the Company’s principal place of business in Dallas, Texas, and (b) any other location at which the Company operates a restaurant, bar, or hospitality venue as of the date of cessation of Employee’s employment. The Parties acknowledge that the Restricted Territory approximates the Dallas-Fort Worth metroplex and reflects the geographic area in which the Company has goodwill and customer relationships that are reasonably necessary to protect.

7.3 Permitted Investments.

Nothing in this Section 7 shall prohibit Employee from owning, as a passive investor, less than two percent (2%) of the outstanding equity of any publicly traded company, provided Employee has no active role in such company.

7.4 Acknowledgment of Reasonableness.

Employee acknowledges that the Company has provided Employee with Confidential Information and specialized training, that the restrictions set forth in this Section 7 are ancillary to an otherwise enforceable agreement, and that such restrictions are reasonable in time, geographic scope, and scope of activity, and are necessary to protect the Company’s legitimate business interests, including the protection of Confidential Information, customer goodwill, and the Company’s investment in training Employee.

8. NON-DISPARAGEMENT

8.1 Mutual Non-Disparagement.

Employee shall not, during or after employment, make, publish, or communicate to any person or entity, or in any public forum (including any social-media platform, review site, blog, podcast, or media outlet), any statement, comment, image, video, or other communication that is defamatory, derogatory, disparaging, or otherwise harmful to the reputation of the Company, its Affiliates, or any of the Protected Persons, or to their respective businesses, products, services, customers, employees, or family members. The Company, in turn, shall instruct its officers, managers, and members not to make any such statements about Employee.

8.2 Carve-Outs.

Nothing in this Section 8 or this Agreement shall prohibit Employee from: (a) making truthful statements or disclosures to any federal, state, or local government agency, regulator, or law-enforcement authority, including the Equal Employment Opportunity Commission, the National Labor Relations Board, the Securities and Exchange Commission, the Occupational Safety and Health Administration, or the Texas Workforce Commission; (b) participating in any government investigation; (c) providing truthful testimony in any legal proceeding under subpoena or court order; (d) engaging in protected concerted activity under Section 7 of the National Labor Relations Act, including discussing wages, hours, or other terms and conditions of employment with co-workers; (e) reporting possible violations of law to any government agency or self-regulatory organization, including under any whistleblower-protection statute; or (f) exercising any other right that cannot be lawfully waived by agreement.

9. RETURN OF PROPERTY

9.1 Return Upon Termination or Request.

Upon the cessation of Employee’s employment for any reason, or at any earlier time upon the Company’s request, Employee shall promptly (and in no event later than three (3) business days) return to the Company all property of the Company in Employee’s possession, custody, or control, including, without limitation, all documents, files, notebooks, manuals, records, recipes, recordings, keys, access cards, uniforms, computers, tablets, mobile devices, storage media, and all originals, copies, extracts, and derivatives thereof, in any form or medium, that contain or reflect any Confidential Information or Work Product.

9.2 Electronic Data.

Employee shall, prior to returning any Company-issued device, deliver such device intact and shall not delete, wipe, reformat, or alter any data thereon. Employee shall also permanently delete from any personal device, personal email account, personal cloud-storage account, or other personal repository any Confidential Information or Work Product, and shall, upon request, provide a written certification of such deletion.

9.3 No Retention.

Employee shall not retain any tangible or intangible copies of Confidential Information or Work Product after the cessation of employment, including any contact lists, customer lists, recipes, photographs, or files stored on personal accounts or devices.

10. DURATION AND SURVIVAL

10.1 Term.

This Agreement shall be effective as of the Effective Date and shall continue throughout Employee’s employment with the Company. The covenants and obligations set forth in this Agreement shall survive the cessation of Employee’s employment as set forth in this Section 10.

10.2 Survival.

(a) Trade Secrets: The obligations of confidentiality and non-use with respect to information that constitutes a trade secret under applicable law shall continue indefinitely, for so long as such information remains a trade secret. (b) Other Confidential Information: The obligations of confidentiality and non-use with respect to Confidential Information that does not constitute a trade secret shall continue for a period of five (5) years following the cessation of employment. (c) Restrictive Covenants: The obligations set forth in Sections 5 (Non-Solicitation of Customers), 6 (Non-Solicitation of Employees), and 7 (Non-Compete) shall continue for the Restricted Period. (d) Other Surviving Provisions: Sections 3 (Protection of Owners), 4 (Work Product), 8 (Non-Disparagement), 9 (Return of Property), 11 (Arbitration), 12 (Remedies), 13 (Whistleblower Notice), and 15 (General Provisions) shall survive indefinitely or for the longest period permitted by law.

11. MANDATORY BINDING ARBITRATION

11.1 Agreement to Arbitrate.

Except as expressly carved out in Section 11.6 below, the Parties agree that any and all disputes, claims, or controversies arising out of or relating to Employee’s employment, the cessation of employment, this Agreement, or any other agreement between the Parties (including, without limitation, claims for breach of contract, wrongful termination, retaliation, discrimination, harassment, wage and hour claims, statutory claims, and tort claims) shall be resolved exclusively by final and binding arbitration.

11.2 Rules and Administrator.

The arbitration shall be administered by the American Arbitration Association (“AAA”) under its then-current Employment Arbitration Rules and Mediation Procedures (the “AAA Rules”), which are incorporated herein by reference. In the event of any conflict between this Agreement and the AAA Rules, this Agreement shall control.

11.3 Arbitrator, Venue, and Proceedings.

The arbitration shall be conducted before a single neutral arbitrator selected pursuant to the AAA Rules. The arbitration shall take place in Dallas County, Texas, unless the Parties mutually agree in writing to a different location. The arbitrator shall have the authority to grant any legal or equitable remedy that would be available in a court of competent jurisdiction, and shall issue a reasoned written award. Discovery shall be permitted to the extent necessary to permit a fair hearing, as determined by the arbitrator.

11.4 Costs and Fees.

The Company shall bear all administrative fees and arbitrator compensation that are unique to arbitration (i.e., that Employee would not otherwise incur in a court proceeding). Each Party shall otherwise bear its own attorneys’ fees and costs, except as provided in Section 12.4 (Prevailing Party) or as otherwise required by applicable law.

11.5 Class and Collective Action Waiver.

To the maximum extent permitted by applicable law, the Parties agree that all claims must be brought in an individual capacity and not as a plaintiff or class member in any purported class, collective, consolidated, or representative proceeding. The arbitrator shall have no authority to preside over any class, collective, consolidated, or representative action and shall have no authority to award class-wide, collective, or representative relief. If this waiver is found unenforceable as to any particular claim, that claim alone shall be severed and adjudicated in a court of competent jurisdiction in Dallas County, Texas, while all other claims remain subject to arbitration.

11.6 Carve-Outs from Arbitration.

Notwithstanding the foregoing, the following matters are not subject to mandatory arbitration: (a) claims of sexual harassment or sexual assault, which Employee may, at Employee’s sole election, pursue in arbitration or in a court of competent jurisdiction, in accordance with the federal Ending Forced Arbitration of Sexual Assault and Sexual Harassment Act of 2021, 9 U.S.C. § 401 et seq.; (b) whistleblower claims that, as a matter of law, may not be subjected to pre-dispute arbitration agreements; (c) claims for workers’ compensation benefits; (d) claims for unemployment-insurance benefits; (e) any administrative charge filed with a government agency (although any private right of action arising therefrom shall, to the extent permitted by law, remain subject to arbitration); and (f) the Company’s right to seek temporary, preliminary, or permanent injunctive relief in a court of competent jurisdiction located in Dallas County, Texas, to prevent or restrain any actual or threatened breach of Sections 1, 2, 3, 4, 5, 6, 7, 8, or 9 of this Agreement, including any breach involving Confidential Information, trade secrets, or restrictive covenants. The pursuit of such injunctive relief shall not constitute a waiver of the right to arbitrate the underlying merits.

11.7 Confidentiality of Arbitration.

Except as required by law or to enforce or challenge an award, the Parties shall maintain the confidentiality of the arbitration proceeding, including the existence of the dispute, all filings, evidence, hearings, and the award.

11.8 Governing Arbitration Law.

This arbitration provision is governed by the Federal Arbitration Act, 9 U.S.C. § 1 et seq. The substantive law applicable to any dispute shall be the substantive law of the State of Texas (without regard to its conflict-of-laws principles) and applicable federal law.

12. REMEDIES AND ENFORCEMENT

12.1 Acknowledgment of Irreparable Harm.

Employee acknowledges and agrees that any breach or threatened breach of Sections 1 through 9 of this Agreement would cause the Company irreparable harm for which monetary damages would be inadequate, and that the Company would be entitled to seek and obtain temporary, preliminary, and permanent injunctive relief, specific performance, and other equitable relief, in addition to any other remedies available at law or in equity.

12.2 Injunctive Relief Without Bond.

Employee agrees that the Company shall be entitled to seek such injunctive or equitable relief without the necessity of posting a bond or other security and without proof of actual damages, and Employee waives any requirement that the Company do so to the maximum extent permitted by law.

12.3 Liquidated Damages.

The Parties acknowledge that actual damages resulting from a material breach of Sections 1, 2, 3, 5, 6, 7, 8, or 9 of this Agreement may be difficult to ascertain. Accordingly, in addition to any injunctive relief or other equitable remedy obtained by the Company, Employee shall pay to the Company, as liquidated damages and not as a penalty, the sum of Twenty-Five Thousand Dollars ($25,000.00) per material breach. The Parties agree that this amount represents a reasonable estimate of the damages the Company would suffer and is not punitive in nature. Liquidated damages shall not preclude the Company from recovering actual damages in excess of such amount where actual damages are reasonably ascertainable.

12.4 Prevailing Party — Attorneys’ Fees.

In any arbitration, action, or proceeding brought to enforce or interpret this Agreement, or arising out of any breach hereof, the prevailing Party shall be entitled to recover its reasonable attorneys’ fees, expert fees, and costs, in addition to any other relief awarded.

12.5 Tolling.

If Employee breaches any covenant set forth in Sections 5, 6, or 7, the Restricted Period applicable to such covenant shall be tolled (paused) for the duration of the breach, and shall resume only upon Employee’s full compliance, so that the Company receives the full benefit of the bargained-for restrictive period.

12.6 Cumulative Remedies.

All rights and remedies of the Company are cumulative and are in addition to, and not in lieu of, any other rights or remedies available at law, in equity, or under any other agreement.

13. WHISTLEBLOWER AND DEFEND TRADE SECRETS ACT NOTICE

Pursuant to the Defend Trade Secrets Act of 2016, 18 U.S.C. § 1833(b), Employee is hereby notified that Employee shall not be held criminally or civilly liable under any federal or state trade-secret law for the disclosure of a trade secret that: (a) is made (i) in confidence to a federal, state, or local government official, either directly or indirectly, or to an attorney, and (ii) solely for the purpose of reporting or investigating a suspected violation of law; or (b) is made in a complaint or other document filed in a lawsuit or other proceeding, if such filing is made under seal.

In addition, an individual who files a lawsuit for retaliation by an employer for reporting a suspected violation of law may disclose the trade secret to the individual’s attorney and use the trade-secret information in the court proceeding, provided that the individual: (a) files any document containing the trade secret under seal; and (b) does not disclose the trade secret except pursuant to court order.

Nothing in this Agreement is intended to, or shall, limit, prevent, impede, or interfere with Employee’s right to report suspected violations of law to any government agency, to participate in any government investigation, or to receive any whistleblower award or bounty for which Employee may be eligible under applicable law.

14. REQUIRED ACKNOWLEDGMENTS

Employee expressly acknowledges and agrees as follows:

• Employee has been afforded the opportunity, and has been encouraged, to consult with independent legal counsel of Employee’s own choosing, at Employee’s own expense, before signing this Agreement.
• Employee has been provided with at least seven (7) days to review, consider, and negotiate this Agreement prior to execution.
• Employee is signing this Agreement voluntarily, knowingly, and without duress, coercion, or undue influence of any kind.
• Employee has received good, valuable, and sufficient consideration for entering into this Agreement, including the offer of employment or continued employment, the access to Confidential Information, the specialized training to be provided by the Company, and the compensation and benefits associated with such employment.
• Employee has carefully read this Agreement in its entirety, understands all of its terms, and has had the opportunity to ask questions and receive satisfactory answers regarding its meaning and effect.
• Employee acknowledges that the restrictions contained in this Agreement (including the Non-Compete, Non-Solicitation, Non-Disparagement, and Confidentiality provisions) are reasonable in scope, duration, and geographic reach, and are necessary to protect the legitimate business interests of the Company.
• Employee acknowledges that this Agreement is ancillary to an otherwise enforceable agreement at the time it was made, that the Company has provided or will provide Employee with Confidential Information and specialized training, and that the restrictive covenants are supported by adequate consideration under Texas law.

15. GENERAL PROVISIONS

15.1 Governing Law.

This Agreement shall be governed by, construed under, and enforced in accordance with the laws of the State of Texas, without regard to its conflict-of-laws principles, except that the Federal Arbitration Act shall govern the arbitration provision in Section 11.

15.2 Jurisdiction and Venue.

Subject to Section 11 (Mandatory Binding Arbitration), the Parties consent to the exclusive jurisdiction and venue of the state and federal courts located in Dallas County, Texas, for any action permitted to be brought in court (including actions for injunctive relief under Section 11.6(f)), and waive any objection based on inconvenient forum or otherwise.

15.3 Severability.

If any provision of this Agreement is held by an arbitrator or court of competent jurisdiction to be invalid, illegal, or unenforceable, such provision shall be severed, and the remaining provisions shall continue in full force and effect.

15.4 Reformation; Blue-Pencil.

If any restrictive covenant in this Agreement (including any Non-Compete, Non-Solicitation, or Non-Disparagement provision) is held to be unenforceable as written because it is overly broad in time, geographic area, scope of activity, or otherwise, the Parties expressly authorize and direct the arbitrator or court to reform, modify, or “blue-pencil” such provision to the minimum extent necessary to render it enforceable, in accordance with Tex. Bus. & Com. Code § 15.51, and to enforce the provision as so reformed. The Parties agree that this reformation right is consistent with their intent that the restrictive covenants be enforced to the maximum extent permitted by Texas law.

15.5 Entire Agreement.

This Agreement (together with any offer letter, employment agreement, equity-incentive agreement, or other written agreement signed contemporaneously herewith and not in conflict with this Agreement) constitutes the entire agreement between the Parties with respect to its subject matter and supersedes all prior or contemporaneous oral or written agreements, understandings, and representations on such subject matter. In the event of any conflict between this Agreement and any other agreement, the provisions most protective of the Company’s Confidential Information and legitimate business interests shall control.

15.6 Amendment.

No amendment, modification, or waiver of any provision of this Agreement shall be effective unless in writing and signed by Employee and an authorized Manager or Member of the Company.

15.7 Assignment.

The Company may, at its sole discretion and without Employee’s consent, assign this Agreement, in whole or in part, to any Affiliate, successor, purchaser of all or substantially all of the Company’s assets or equity, or other transferee, and Employee hereby consents to any such assignment. Employee may not assign or delegate any of Employee’s rights or obligations under this Agreement, and any attempted assignment by Employee shall be void.

15.8 No Waiver.

No failure or delay by the Company in exercising any right under this Agreement shall operate as a waiver thereof, nor shall any single or partial exercise of any such right preclude any other or further exercise of any other right. Any waiver, to be effective, must be in writing and signed by the Party against whom enforcement is sought.

15.9 Notices.

All notices required or permitted under this Agreement shall be in writing and shall be delivered (a) by hand; (b) by reputable overnight courier; (c) by certified mail, return receipt requested; or (d) by email with confirmation of delivery, to the addresses set forth below (or to such other address as a Party may designate by written notice). Notices shall be deemed given upon receipt or refused delivery.

If to the Company: Más Chingón Dallas LLC, 312 W Davis St, Dallas, Texas 75208, Attn: Manager, Email: info@maschingondallas.com.

If to Employee: At the address and email on file with the Company, or as set forth on the signature page hereto.

15.10 Counterparts; Electronic Signatures.

This Agreement may be executed in one or more counterparts, each of which shall be deemed an original and all of which together shall constitute one and the same instrument. Signatures delivered by facsimile, PDF, DocuSign, or other electronic means shall be deemed valid and binding to the same extent as original signatures, in accordance with the Texas Uniform Electronic Transactions Act, Tex. Bus. & Com. Code Ch. 322, and the federal Electronic Signatures in Global and National Commerce Act, 15 U.S.C. § 7001 et seq.

15.11 Headings and Construction.

Headings are for convenience only and shall not affect interpretation. The words “include,” “includes,” and “including” shall be deemed to be followed by the phrase “without limitation.” This Agreement shall be construed without regard to any presumption or rule requiring construction against the drafter.

15.12 Third-Party Beneficiaries.

Except as expressly set forth in Section 3.5, this Agreement is for the benefit of the Parties only and confers no rights on any third party.

16. SIGNATURES

IN WITNESS WHEREOF, the Parties have executed this Employee Non-Disclosure, Confidentiality, and Restrictive Covenants Agreement as of the Effective Date first written above.

EMPLOYEE
Signature:
Printed Name:
Date:

COMPANY
MÁS CHINGÓN DALLAS LLC, a Texas Limited Liability Company
By: ____________________________________________
Printed Name: [AUTHORIZED REPRESENTATIVE NAME]
Title: [Manager / Member]
Date: ________________________________________________

WITNESS / NOTARY ACKNOWLEDGMENT (Optional)
STATE OF TEXAS § COUNTY OF DALLAS §
This instrument was acknowledged before me on the ____ day of __________________, 20____, by .

EXHIBIT A — PRIOR INVENTIONS DISCLOSURE

Pursuant to Section 4.4 of the Agreement, Employee hereby identifies the following pre-existing inventions, works of authorship, or intellectual property created or owned by Employee prior to the Effective Date that Employee desires to exclude from the assignment provisions of the Agreement:

1. ____________________________________________________________________
2. ____________________________________________________________________
3. ____________________________________________________________________

☐ No prior inventions to disclose.