Wednesday, 8 July 2020

By E-mail

Mr. John Saenz

Dear Mr. Mr. Saenz, 

– Letter on ongoing Confidentiality and Restrictive Covenants obligations

pursuant to the Zroblack Professional Services Agreement 

We are writing to you in connection with your ongoing obligations and restrictions pursuant to the 

Professional Service Agreement dated 15 April 2019 and the Amendment No. 1 dated 1 August

2019, granting you a conditional and partial release by (jointly: ”ZroBlack Agreement”).

The ZroBlack Agreement has been signed each time by you and by Mr. Villareal, both personally 

and on behalf of ZroBlack LLC (”ZroBlack”).

While trusts that you will honor all of your ongoing obligations, we would like to remind 

you of some of those obligations, more specifically the agreed Confidentiality and the restrictive 

covenants (the latter hereinafter referred to as: ”Restrictive Covenants”).

Confidentiality

Pursuant to Section 7 of the ZroBlack Agreement, which remains in full force and effect, you have 

agreed that all Deliverables, all Inventions and any information (such to include any trade 

secrets) received by you in relation to the ZroBlack Agreement constitutes ’Propietary 

Information’.

1 You have acknowledged and agreed to hold in strict confidence and not to disclose

the Proprietary Information to any other party.

1 The agreed definition of ‘Proprietary Information’ is broad and includes all Deliverables, all Inventions and all other

 and ZroBlack information including, without limitation, computer programs, technical drawings, algorithms, 

know-how, formulas, processes, ideas, inventions (whether patentable or not), schematics and other technical, business, 

financial, customer and product development plans, forecasts, strategies and information) that Service Provider 

develops, learns or obtains in connection with the Services under the ZroBlack Agreement.

Case 5:20-cv-00571-OLG Document 32-37 Filed 12/16/20 Page 1 of 3
The Propietary Information constitutes special, unique and valuable property and as such

all the parties to the ZroBlack Agreement have acknowledged and agreed that the Confidential 

Information is and shall always remain the exclusive property of and its affiliates. 

Past payments done to ZroBlack and/or you have been made expressly subject to these 

Confidentiality obligations being honoured. Any breach of this provision would constitute an 

immediate material breach under the Agreement. has the right to recoup any past 

payments already done to ZroBlack and/or you and to recover any damages and/or losses as a 

consequences of such a material breach, such in addition to other legal remedies at its disposal. 

Should you remain in the posession of any Propietary Information, hereby requests you to,

pursuant to Clause 7.2 of the ZroBlack Agreement, promply return any such Propietary 

Information, including all items and any remaining copies containing or embodying Propietary 

Information (and including, without limitation, all Deliverables and all work-in progress), with a

complete return and a written confirmation of complete destruction of any remaining copies.

Restrictive Covenants

Pursuant to Section 9 of the ZroBlack Agreement, you have moreover expressly agreed to not,

directly or indirectly, engage in any competing business activities, whether this in the form of any

development, marketing, sales, licenses, partnerships or any other business association or

competing business activities in relation to any of the products, services, Deliverables, Inventions

or technology pursuant to the ZroBlack Agreement.

2

Finally, Section 9 of the ZroBlack Agreement also includes ongoing Non-Sollicit and NonDisparagements obligations which apply to both you and the other parties to the ZroBlack 

Agreement.

The above Confidentiality and Restrictive Covenants apply for for a total term of 5 years as of the

effective date of the ZroBlack Agreement, therefore until 15 April 2024. 

This letter serves as a reminder and if applicable, a request to you to comply with the above

obligations and I advise you that takes them very seriously and will, if necessary, pursue all 

available legal remedies such including ’s right to initiate injunctive proceeding and recoup 

and claim any further damages resulting from such a breach.

Please inform me if any of the above is unclear to you and feel free to contact me if you have any 

questions.

2 The scope of the Non-Compete restriction is likewise broad, and includes any indirect or direct activities, any cause to

or permit to cause to, any investments made, any consultancy or any rendering of services, in any form or in any

association that in any way competes with the technology under to the ZroBlack Agreement. 

Case 5:20-cv-00571-OLG Document 32-37 Filed 12/16/20 Page 2 of 3
In copy:

David Vanderhider, Attorney-at-Law;

ZroBlack LLC; Mr. Jonathan Villareal; 

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