Non-compete and non-solicitation agreement
This agreement is made on 1 March 2027 between:
- Brightwater Analytics Ltd, of 14 Harbour Road, Lisbon (the "Company"); and
- Maria Santos, of 22 Rua Nova, Lisbon (the "Person"), who is Their relationship with the company of the Company as Head of Sales.
1. Purpose and definitions
1.1 In the course of their work with the Company, the Person learns the Company's affairs and deals with its clients and staff. The Company is entitled to protect the following (the "Protected Interests"):
Client lists and prices
Know-how about our forecasting method
The relationships built with our staff and clients
1.2 The limits in this agreement exist to protect the Protected Interests and nothing else. They are not meant to stop the Person from earning a living, using general skill and experience, or working in the industry in ways that do not threaten the Protected Interests.
1.3 In this agreement:
- "Ending Date" means the date on which the Person stops working with, or holding an interest in, the Company, for any reason and whoever ends it;
- "Restricted Activities" means the following:
Work for or run a business that sells retail sales analytics software to retailers
- "Restricted Area" means Portugal and Spain;
- "Non-Compete Period" means 6 months starting on the Ending Date;
- "Non-Solicit Period" means 12 months starting on the Ending Date;
- "Client" means any person or business that bought from the Company, or was a client of the Company, in the 12 months before the Ending Date and with which the Person dealt, or about which the Person held confidential information;
- "Prospective Client" means any person or business to which the Company made a written proposal in the 12 months before the Ending Date and with which the Person dealt or about which the Person held confidential information;
- "Key Staff" means any employee or contractor of the Company with whom the Person worked in the 12 months before the Ending Date and who has skills, client contact or confidential information that matters to the Company; and
- "Confidential Information" means information about the Company, its clients, prices, methods, plans and finances that is not public, and that the Person learned through their work with the Company.
2. What the Person receives
2.1 The Person agrees to this agreement in return for the following, which the Person confirms is good and sufficient value:
Access to the Company's client accounts and pricing models, specialist training paid for by the Company, and a one-off payment of EUR 3,000 within 30 days of signing
2.2 The Company will pay the Person the following for the Non-Compete Period:
EUR 1,500 a month while the non-compete lasts
2.3 The Person agrees that the Protected Interests are real, that the Company would suffer harm if they were put at risk, and that the limits below are fair for protecting them.
3. Not competing
3.1 During the Non-Compete Period, in the Restricted Area, the Person will not, alone or with others, and whether directly or through another person or business, carry on, work for, advise, or hold a managing role in a business that carries out the Restricted Activities.
3.2 The Person may still:
- hold up to 5% of the shares of a company whose shares are listed on a stock exchange, as a passive investor;
- work for any business, or in any role, that does not carry out the Restricted Activities in the Restricted Area, even if the business is in the same industry; and
- use their general skills, knowledge and experience, which are not Confidential Information.
3.3 The Person may also keep doing the following:
Teaching part time at the University of Lisbon and writing for academic journals
3.4 While the Person still works with the Company, they will also not do anything covered by section 3.1 without the Company's written consent, and will not prepare to do so in a way that harms the Company.