NDA, Non-Solicitation & Non-Circumvention Agreement

This Agreement is entered into and made effective as of the date of your electronic acceptance (the “Effective Date”) by and between BarnesNest LLC, a limited liability company duly organized and existing under the laws of the State of Texas, with its principal place of business at 1315 E Belt Line Rd, PMB 1046, Richardson, TX 75081 (“BarnesNest” or the “Company”), and the Service Provider, which may be either (a) an Individual Service Provider, meaning a natural person acting in their personal capacity, or (b) a Commercial Service Provider, meaning a legally recognized business entity duly formed and authorized to operate under applicable law. BarnesNest and the Service Provider may be referred to individually as a “Party” and collectively as the “Parties.”

Definitions

• Confidential Information: Any and all non-public, proprietary, technical, financial, or business-related information disclosed by BarnesNest to the Service Provider, whether in written, oral, digital, or any other form, including but not limited to client data, business strategies, pricing, trade secrets, processes, and project details, as well as any information a reasonable person would understand to be confidential under the circumstances of disclosure.
• Clients or Users: Any individual, business, or entity that accesses or uses the BarnesNest Platform to request, post, or manage service-related projects, including homeowners, tenants, property managers, and business clients.
• Service Provider: Both (a) an Individual Service Provider and (b) a Commercial Service Provider providing services via the Platform.

1. Non-Disclosure

The Service Provider agrees to maintain the confidentiality of all Confidential Information disclosed by BarnesNest or its clients during the term of this Agreement, and to use such information solely for the purpose of providing services under this Agreement. The Service Provider shall:

• Take all reasonable precautions to protect Confidential Information from unauthorized access, use, or disclosure;
• Not disclose any Confidential Information to any third party without the prior written consent of BarnesNest;
• Use the Confidential Information exclusively for activities directly related to services performed through the BarnesNest Platform.

Confidential Information does not include information that the Service Provider can demonstrate:

• Was publicly available at the time of disclosure or becomes public through no fault of the Service Provider;
• Was lawfully received from a third party without restriction or breach of this Agreement;
• Was independently developed by the Service Provider without reference to or use of BarnesNest’s Confidential Information; or
• Is required to be disclosed by law, court order, or regulatory authority, provided the Service Provider gives prompt notice to BarnesNest (to the extent legally permitted) and cooperates in limiting such disclosure.

The confidentiality obligations shall remain in effect for a period of three (3) years from the date of disclosure, or for two (2) years following the termination of this Agreement, whichever is later. This clause is in compliance with the Texas Uniform Trade Secrets Act (TUTSA) and is consistent with confidentiality standards recognized across other U.S. states.

2. Non-Solicitation

The Service Provider agrees that, for a period of twelve (12) months following the termination or expiration of this Agreement (for any reason), they shall not, directly or indirectly:

• Solicit, approach, or attempt to engage any client, user, or vendor of BarnesNest for the purpose of offering or providing services that compete with or bypass the BarnesNest Platform; or
• Recruit, hire, or attempt to hire any employee, contractor, or staff member of BarnesNest who was actively engaged or introduced to the Service Provider during the term of this Agreement.

This restriction applies only to relationships or contacts made through or in connection with the BarnesNest Platform and does not apply to pre-existing relationships unrelated to BarnesNest. The Parties acknowledge that this clause is limited in scope (Platform-based interactions only), reasonable in duration (12 months), and necessary to protect the legitimate business interests of BarnesNest.

3. Non-Circumvention

The Service Provider agrees that, during the term of this Agreement and for a period of twelve (12) months after its termination or expiration, they shall not, directly or indirectly:

• Bypass, avoid, or circumvent the BarnesNest Platform to contract with, accept work from, or receive payments from any client, user, or entity first introduced or engaged through the Platform;
• Share personal contact information, such as phone numbers, email addresses, or social media profiles, with the intent to solicit or conduct transactions outside of the BarnesNest Platform;
• Propose or accept any arrangement designed to avoid BarnesNest’s fees, policies, or oversight.

This obligation applies to all clients, users, and business opportunities initially discovered, matched, or facilitated through the Platform—regardless of whether a formal Project was completed. Any violation shall be considered a material breach and may result in immediate suspension or permanent removal from the Platform, forfeiture of any pending payments or benefits, and legal action including claims for monetary damages, injunctive relief, and recovery of reasonable attorneys’ fees.

4. Remedies

The Service Provider acknowledges that a breach of this Agreement—including violations of the confidentiality, non-solicitation, or non-circumvention provisions—would result in significant harm to BarnesNest. Accordingly, BarnesNest shall be entitled to pursue all available legal and equitable remedies, including injunctive relief, monetary damages (compensatory and consequential), and recovery of reasonable attorneys’ fees and legal costs. Any such breach shall be considered a material breach of contract, giving BarnesNest the right to terminate this Agreement immediately and seek appropriate legal recourse.

5. Governing Law and Venue

This Agreement shall be governed by and construed in accordance with the laws of the State of Texas, without regard to conflict of law principles. Any dispute, claim, or controversy arising out of or relating to this Agreement shall first be subject to binding arbitration as described in the Dispute Resolution provisions of the Contractor Service Agreement, except where a claim is not legally subject to arbitration. If a dispute is not subject to arbitration, or if arbitration is deemed unenforceable, such dispute shall be exclusively filed and resolved in the state or federal courts located in Dallas County, Texas, and each Party consents to the jurisdiction and venue of such courts.

6. Electronic Execution

This Agreement may be executed and accepted electronically, and such execution shall have the same legal effect as a handwritten signature. By clicking “I Agree,” submitting an electronic signature, checking a consent box, or taking any similar affirmative action through the BarnesNest Platform, the Service Provider agrees to be legally bound by the terms of this Agreement. This clause is intended to comply with the Texas Uniform Electronic Transactions Act (Tex. Bus. & Com. Code § 322.001 et seq.) and the U.S. Electronic Signatures in Global and National Commerce (E-SIGN) Act. The Parties further consent to conduct business electronically, including the exchange of contracts, notices, and other communications in digital form.