Driver Non-Circumvention, Non-Solicitation & Binding Arbitration Agreement

This Agreement is between Eagle Eye Servs LLC (“Eagle Eye”) and the driver or independent contractor accepting it (“Driver”). It supplements the Driver Platform Agreement and Independent Contractor Terms.

1. Legitimate Business Interests

The parties acknowledge Eagle Eye's legitimate business interests include valuable confidential business information, substantial relationships with specific existing and prospective customers and clients, customer goodwill, referral relationships, and, where applicable, trade secrets. The parties intend this Agreement to comply with section 542.335, Florida Statutes.

2. Protected Customer or Relationship

“Protected Customer or Relationship” means an existing or prospective Eagle Eye customer, client, corporate account, hotel, concierge, travel professional, referral partner, protection client, or other business relationship that Driver serviced, communicated with, received an assignment concerning, or learned material nonpublic information about through Eagle Eye.

3. Two-Year Customer Non-Circumvention / Non-Solicitation

During Driver's engagement and for two (2) years after Driver's Last Service Date, Driver shall not knowingly use an Eagle Eye relationship or Eagle Eye nonpublic information to bypass, circumvent, divert, or directly solicit a Protected Customer or Relationship for transportation, chauffeur, executive-protection, bodyguard, concierge, or substantially related services outside Eagle Eye without Eagle Eye's prior written authorization. This restriction is limited to relationships and information acquired through Eagle Eye and does not prohibit lawful competition generally.

4. Five-Year Trade-Secret Protection

To the extent a restriction is predicated upon protection of information that legally qualifies as a trade secret under Florida law, Driver agrees that the trade-secret-based restriction shall continue for five (5) years after the Last Service Date, or such other period as applicable law permits. Nothing in this paragraph converts ordinary information into a trade secret; trade-secret status must satisfy applicable law.

5. Last Service Date

“Last Service Date” means the final date Driver actually performs contracted services through Eagle Eye or the effective termination date of Driver's service relationship, whichever is later. A later re-engagement may establish a new Last Service Date.

6. Confidentiality

Driver shall not improperly disclose or use Eagle Eye's nonpublic customer lists, customer contact information, trip history, itineraries, pricing, corporate-account information, referral information, security information, business methods, or other confidential information. Obligations concerning information protected by law survive for as long as the information remains legally protectable.

7. $25,000 Liquidated Damages

The parties acknowledge that a proven material circumvention breach can cause lost repeat business, referrals, goodwill, administrative expense, and losses difficult to determine in advance. For each separately proven material act of circumvention violating Section 3 or a legally enforceable trade-secret-based restriction in Section 4, the parties agree to $25,000 in liquidated damages, but only to the extent the amount is enforceable under applicable law. The parties state that the amount is intended as a reasonable pre-estimate of difficult-to-measure loss and not as punishment. An arbitrator or court retains all authority that applicable law requires, including authority to determine enforceability and available relief.

8. Florida Restrictive-Covenant Construction

The parties intend each restriction to be reasonable in time, area where applicable, and line of business, and reasonably necessary to protect a proven legitimate business interest. If a restriction is overbroad, overlong, or otherwise not reasonably necessary, the parties request modification and enforcement only to the extent permitted by Florida law. Nothing requires enforcement beyond what section 542.335 or other controlling law permits.

9. No General Noncompete

Driver may lawfully work for, contract with, own, or operate another transportation or protection business. This Agreement targets misuse of Eagle Eye's protected relationships, confidential information, and legally qualifying trade secrets—not ordinary competition or customers independently developed without misuse of Eagle Eye information.

10. Binding Individual Arbitration

Except for provisional judicial relief and matters that applicable law makes nonarbitrable, any dispute arising out of or relating to this Agreement, its formation, interpretation, performance, breach, restrictive covenants, liquidated damages, or the parties' service relationship shall be resolved by final and binding arbitration on an individual basis. Arbitration will be administered by the American Arbitration Association under the rules applicable to the dispute before one neutral arbitrator. Unless otherwise agreed or legally required, the hearing will take place in Miami-Dade County, Florida, or remotely. The Federal Arbitration Act governs where applicable; otherwise Chapter 682, Florida Statutes, governs. Judgment on an award may be entered by a court with jurisdiction.

11. Provisional Relief

Either party may seek temporary or provisional relief from a court where legally available to preserve the status quo or protect confidential information or trade secrets while arbitration is pending. Seeking such relief does not waive arbitration.

12. Jury-Trial / Class Waiver

To the fullest extent permitted by law, each party waives a judge or jury trial for claims required to be arbitrated. Arbitration shall proceed individually and not as a class, collective, consolidated, or representative proceeding except where controlling law requires otherwise.

13. Arbitration Rights and Costs

Driver may be represented by an attorney. Filing, administrative, and arbitrator fees will be allocated as required by applicable law and applicable arbitration rules. Nothing in this Agreement waives rights that Chapter 682, Florida Statutes, makes nonwaivable before a controversy arises.

14. Independent Contractor Status

This Agreement does not create employment, guaranteed work, exclusivity, partnership, joint venture, or agency authority and does not alter the parties' separate Independent Contractor Terms.

15. Electronic Signature and Written Record

Driver acknowledges receiving access to this written agreement, having an opportunity to review it and consult independent counsel, and agreeing that an electronic acceptance with Driver's typed legal name, authenticated account, and recorded date/time constitutes Driver's signature and record of assent to the extent permitted by law.

16. Severability; Governing Law

Florida law governs, subject to controlling federal law. If any provision is invalid or unenforceable, it shall be severed or modified to the extent permitted without invalidating the remainder.

DRIVER ACKNOWLEDGMENT

By electronically signing this Agreement, Driver specifically acknowledges the two-year customer non-circumvention/non-solicitation restriction, the five-year protection applicable only to legally qualifying trade-secret-based restrictions, the $25,000 liquidated-damages provision, binding individual arbitration, and the jury-trial waiver.