EMPLOYEE CONFIDENTIALITY,
NON-COMPETE & HOLD HARMLESS AGREEMENT
Dine Right Eat Well Consulting, LLC d/b/a Dulla Care Home Healthcare
This Employee Confidentiality, Non-Compete & Hold Harmless Agreement (the “Agreement”) is entered into as of by and between Dine Right Eat Well Consulting, LLC, an Ohio limited liability company doing business as Dulla Care Home Healthcare, with its principal place of business at 20 E. Broad St, Columbus, OH 43115 (the “Company” or the “Agency”), and the individual identified below (the “Employee”).
Employee Name
Employee Address
Position / Title
Employment Start Date
Recitals
WHEREAS, the Company is a licensed home healthcare agency providing medical and non-medical in-home care, personal care, homemaking, non-medical transportation, home-delivered meals, and related services to clients in Central Ohio; and
WHEREAS, in the course of employment the Employee will have access to confidential Agency information, Protected Health Information (“PHI”), client records, staff records, referral sources, billing and financial data, and other proprietary information of the Company; and
WHEREAS, the Company is required under the Health Insurance Portability and Accountability Act of 1996 (“HIPAA”) and its implementing regulations to safeguard the privacy and security of PHI; and
WHEREAS, the Company desires to protect its confidential information, client relationships, goodwill, and legitimate business interests;
NOW, THEREFORE, in consideration of the Employee’s employment, compensation, and access to confidential information, and for other good and valuable consideration, the receipt of which is acknowledged, the parties agree as follows:
1. Definitions
1.1 “Confidential Information” means any and all non-public information of the Company, whether oral, written, electronic, or otherwise, including but not limited to: client and prospective client names, addresses, contact information, care plans, schedules, and service histories; referral sources and contacts; caregiver and staff names, contact information, credentials, and schedules; billing rates, pay rates, pricing, contracts, and financial data; marketing plans, lead lists, and outreach strategies; policies, procedures, training materials, and manuals; passwords, access codes, and system credentials; and any other information that is not generally known to the public.
1.2 “Protected Health Information” or “PHI” has the meaning given under HIPAA and means individually identifiable health information relating to the physical or mental health of a client, the provision of care, or payment for care, in any form.
1.3 “Client” means any current, former, or prospective client of the Company to whom the Employee provided services or about whom the Employee learned information during employment.
2. Confidentiality of Agency Information
The Employee agrees that all Confidential Information is the sole and exclusive property of the Company. During and after employment, the Employee shall not, directly or indirectly, disclose, reveal, share, copy, transmit, or use any Confidential Information for any purpose other than the performance of the Employee’s duties for the Company.
The Employee shall take all reasonable steps to safeguard Confidential Information and shall not remove any documents, files, records, devices, or data containing Confidential Information from Company premises or systems except as required for authorized work, and shall return all such materials upon request or upon termination.
3. HIPAA & Protected Health Information
The Employee acknowledges that, as a workforce member of a HIPAA-covered home healthcare agency, the Employee may create, receive, maintain, or transmit PHI in the course of providing or supporting client care. The Employee agrees to comply with HIPAA, the HITECH Act, and all Company privacy and security policies at all times.
The Employee shall use and disclose PHI only as permitted or required by law and as necessary to perform assigned duties, shall use the minimum necessary PHI to accomplish the task, and shall not access, review, share, photograph, or discuss any client’s PHI except as authorized for care and operations.
The Employee shall immediately report any actual or suspected breach of PHI or privacy/security incident to the Company’s Privacy Officer or management. The Employee understands that unauthorized use or disclosure of PHI may result in civil and criminal penalties under HIPAA, termination of employment, and disciplinary action up to and including loss of professional licensure.
4. Non-Compete
During the term of employment and for a period of twelve (12) months following the termination of employment for any reason, the Employee shall not, within the counties in which the Company provides services (Franklin, Delaware, Union, Fairfield, Licking, Pickaway, and Madison Counties, Ohio), directly or indirectly, own, manage, operate, control, be employed by, or consult with any business that provides home healthcare, personal care, homemaking, non-medical transportation, or home-delivered meal services that competes with the Company.
The Employee acknowledges that this restriction is reasonable in scope, duration, and geographic area, and is necessary to protect the Company’s legitimate business interests, client relationships, and Confidential Information.
5. Non-Solicitation of Clients
The Employee agrees not to take, accept, solicit, divert, or provide services to any Client of the Company, either directly or indirectly, during employment and for twelve (12) months after termination. This includes providing or offering to provide home healthcare, personal care, or any related service to a Client outside of the Employee’s authorized work for the Company.
The Employee shall not, during or after employment, contact any Client for the purpose of inducing the Client to discontinue, reduce, or transfer services away from the Company, or to engage any other home healthcare provider.
6. Non-Solicitation of Employees & Referral Sources
During employment and for twelve (12) months after termination, the Employee shall not, directly or indirectly, solicit, induce, or recruit any employee, caregiver, contractor, referral source, or business partner of the Company to terminate or reduce their relationship with the Company or to engage with a competing business.
7. No Use or Taking of Agency Information
The Employee shall not, during or after employment, download, copy, photograph, screenshot, email, transfer, or otherwise remove any Agency information, client lists, staff lists, referral contacts, schedules, billing data, or documents from Company systems, devices, or premises. The Employee shall not use any such information for personal benefit or for the benefit of any third party.
8. Return of Company Property
Upon termination of employment, or upon the Company’s request at any time, the Employee shall promptly return all Company property in the Employee’s possession or control, including but not limited to: keys, badges, and access cards; uniforms and identification; cell phones, tablets, laptops, and electronic devices; documents, files, records, manuals, and training materials; client charts and care plans; and any materials containing Confidential Information or PHI, in any form.
The Employee shall not retain any copies, reproductions, or summaries of Company property or information in any form after termination. The Employee authorizes the Company to withhold from final compensation the replacement cost of any Company property not returned.
9. Hold Harmless & Indemnification
The Employee agrees to hold the Company, its owners, officers, agents, and clients harmless from any claims, damages, losses, fines, penalties, attorney fees, or costs arising out of or related to the Employee’s breach of this Agreement, the Employee’s unauthorized use or disclosure of PHI or Confidential Information, or the Employee’s violation of HIPAA or applicable law.
The Employee shall indemnify and defend the Company against any such claims to the fullest extent permitted by law.
10. Term & Survival
This Agreement is effective as of the Employment Start Date and continues throughout employment and thereafter with respect to the confidentiality, non-compete, non-solicitation, hold harmless, and property-return obligations. The obligations in Sections 2, 3, 5, 7, 8, and 9 survive termination of employment indefinitely where applicable, and the non-compete and non-solicitation restrictions survive for twelve (12) months following termination.
11. Remedies & Enforcement
The Employee acknowledges that a breach of this Agreement will cause irreparable harm to the Company for which monetary damages alone would be inadequate. The Company shall be entitled to injunctive relief and specific performance, in addition to all other remedies available at law or in equity, without the necessity of posting a bond.
If any provision is found unenforceable, the remaining provisions shall remain in full force, and the court is authorized to modify any overly broad restriction to the extent necessary to make it enforceable.
12. Governing Law & General Provisions
This Agreement shall be governed by the laws of the State of Ohio, without regard to conflict of laws principles. Any dispute shall be resolved in the state or federal courts located in Franklin County, Ohio. This Agreement constitutes the entire agreement between the parties regarding its subject matter and supersedes prior agreements. No amendment is effective unless in writing and signed by both parties.
This Agreement is binding upon the Employee and the Employee’s heirs, successors, and assigns. The Employee’s obligations under this Agreement are personal and may not be assigned.
Dine Right Eat Well Consulting, LLC d/b/a Dulla Care Home Healthcare · (614) 450-2966 · 20 E. Broad St, Columbus, OH 43115 · www.dullacarehomehealthcare.com · "Because I Care"
Confidential — Employee Confidentiality, Non-Compete & Hold Harmless Agreement
Signatures & Notary Acknowledgement
Employee Acknowledgement: I have read and understand this Agreement. I have had the opportunity to consult with an attorney before signing. I acknowledge that compliance with HIPAA, the protection of PHI and Confidential Information, and the restrictions in this Agreement are conditions of my employment with Dine Right Eat Well Consulting, LLC d/b/a Dulla Care Home Healthcare.
Employee Signature
Employee Name
Company Representative
AK Jones — Owner / CEO, Dulla Care Home Healthcare
Notary Acknowledgement
State of OhioCounty of____________________
On this day, before me personally appeared , known to me (or satisfactorily proven) to be the person whose name is subscribed to the within instrument, and acknowledged that he/she executed the same for the purposes therein contained.
Witness my hand and official seal this ________ day of ________________, 20____.
Notary Public Signature
Notary Public
Notary Seal
My Commission Expires
____________________________
Notary Commission Number
____________________________
Dine Right Eat Well Consulting, LLC d/b/a Dulla Care Home Healthcare · (614) 450-2966 · 20 E. Broad St, Columbus, OH 43115 · www.dullacarehomehealthcare.com · "Because I Care"
Signatures & Notary Acknowledgement — Employee Confidentiality, Non-Compete & Hold Harmless Agreement
