Palm Sterling brings you the work, the client, and the site. In return, we ask you to protect the relationship we have built. When you work with us, you represent Palm Sterling, and every client you meet through us remains our client, during your engagement and for a period after it ends.

Keep what you learn private. Client names, contacts, sites, schedules, and anything else you learn through us stay confidential, are used only for our work, and are returned when the work is done. Represent Palm Sterling at every site. Leave your own cards, branding, and sales pitch at home, and send any request for more work back to us.

Stay on our side of the relationship. Approaching our clients directly, working around us, or recruiting our people is out of bounds. Carry your own licenses and insurance. You run your business as an independent contractor, and you hold every license, permit, and policy your work requires.

This summary is provided for convenience. The full Partner Terms below govern, and by clicking “I Agree,” you accept them in full.

PARTNER TERMS

These Partner Terms were last updated on May 20.

These Partner Terms govern every partner, founder, owner, contractor, subcontractor, and other business or individual engaged by Palm Sterling LLC, a California limited liability company (“Palm Sterling”), to perform, arrange, or support services for Palm Sterling or its clients (each, a “Partner”). They apply in addition to any written agreement between Palm Sterling and the Partner.

Purpose and Acceptance

Palm Sterling invests substantial time, expertise, and resources in developing its client relationships, operating methods, and standards. These relationships and the information surrounding them are among Palm Sterling’s most valuable assets, and they are entrusted to Partners solely so that Partners may perform services on Palm Sterling’s behalf. These Partner Terms exist to protect those assets and to set clear expectations for every Partner.

By clicking “I Agree,” signing a written agreement that references these Partner Terms, accepting any assignment from Palm Sterling, or entering any Client Site at Palm Sterling’s direction, the Partner acknowledges that it has read, understood, and agrees to be bound by these Partner Terms. If the Partner is a business entity, the individual accepting represents that he or she is authorized to bind that entity, and the entity shall cause its owners, employees, and subcontractors to comply. In the event of any conflict between these Partner Terms and a written agreement signed by Palm Sterling and the Partner, the written agreement shall control. Palm Sterling may update these Partner Terms by posting a revised version with a new date; revisions apply to assignments accepted after posting.

In these Partner Terms, “Client” means any person or entity to which Palm Sterling provides, has provided, or has submitted a proposal to provide services, and “Restricted Client” means any Client that the Partner served, visited, communicated with, or learned about through Palm Sterling during the twelve (12) months preceding the end of the Partner’s engagement. “Client Site” means any property, facility, or location at which the Partner performs work for a Client.

Confidentiality and Non-Disclosure

“Confidential Information” means all non-public information disclosed to or learned by the Partner in connection with Palm Sterling, in any form, including the identities and contact details of Clients and their decision-makers; Client needs, preferences, sites, schedules, and security arrangements; rates, bids, proposals, and contract terms; vendor and partner arrangements; operating methods, checklists, standards, and procedures; and business plans. Client lists and the compilation of Client information constitute trade secrets of Palm Sterling under the California Uniform Trade Secrets Act and the federal Defend Trade Secrets Act.

The Partner shall hold all Confidential Information in strict confidence; use it solely to perform services for Palm Sterling; disclose it only to its own personnel who need it to perform those services and who are bound by obligations at least as protective as these; and protect it with no less than reasonable care. The Partner shall not copy, remove, photograph, or retain Confidential Information except as required for the work. Upon completion of any assignment, or upon Palm Sterling’s request, the Partner shall promptly return or destroy all Confidential Information and certify that it has done so.

These obligations do not apply to information that the Partner can demonstrate was lawfully known to it before disclosure, is or becomes publicly available through no fault of the Partner, or is lawfully received from a third party without restriction. The Partner may disclose Confidential Information where required by law or court order, provided it gives Palm Sterling prompt prior notice where legally permitted. The confidentiality obligations survive for three (3) years after the end of the Partner’s engagement, and indefinitely as to trade secrets for so long as they remain trade secrets.

Nothing in these Partner Terms prohibits any person from reporting possible violations of law to a government agency, from discussing or disclosing information about unlawful acts in the workplace, or from making disclosures protected by law. Pursuant to 18 U.S.C. § 1833(b), an individual shall not be held criminally or civilly liable under any federal or state trade secret law for the disclosure of a trade secret made in confidence to a government official or to an attorney solely for the purpose of reporting or investigating a suspected violation of law, or made in a complaint or other document filed under seal in a lawsuit or other proceeding.

Client Relationships, Non-Solicitation, and Non-Circumvention

Every Client relationship introduced, developed, or serviced through Palm Sterling belongs exclusively to Palm Sterling. The Partner acknowledges that it obtains access to Clients solely by reason of its engagement with Palm Sterling and that the goodwill arising from that access accrues to Palm Sterling.

While performing any assignment, the Partner shall present itself to Clients solely as a partner engaged by Palm Sterling. The Partner shall not, at any Client Site or in any communication with a Client, advertise, promote, or market its own business; distribute its own business cards, brochures, or materials; display its own signage or branding beyond what Palm Sterling approves in writing; or invite the Client to contact the Partner directly for any present or future work. All Client requests for additional, recurring, or new work shall be referred promptly to Palm Sterling.

For the duration of the Partner’s engagement, the Partner shall not, directly or indirectly, solicit, propose, negotiate, accept, or perform any work for a Client outside of Palm Sterling, nor take any action intended to divert, reduce, or interfere with any Client’s business with Palm Sterling.

For twelve (12) months following the end of the Partner’s engagement, the Partner shall not, directly or indirectly, solicit any Restricted Client to obtain services of the type the Partner performed or arranged through Palm Sterling, or use Confidential Information to induce any Restricted Client to reduce or end its business with Palm Sterling. This covenant is limited to Restricted Clients and to the services the Partner actually performed or arranged through Palm Sterling, and is intended to protect Palm Sterling’s trade secrets and goodwill.

For twelve (12) months following the end of the engagement, the Partner shall not use Confidential Information to solicit any employee or contractor of Palm Sterling to end his or her relationship with Palm Sterling. General advertisements not targeted at Palm Sterling personnel do not violate this provision.

The covenants in this Section 3 apply to the fullest extent permitted by the law governing the Partner’s engagement. Where the Partner is an individual whose covenant would be governed by California law, the post-engagement covenants apply only to the extent necessary to protect Palm Sterling’s trade secrets.

Non-Competition

Where permitted by the law governing the Partner’s engagement, the Partner agrees that, for the duration of its engagement and for twelve (12) months thereafter, it shall not, directly or indirectly, own, operate, manage, or provide services to any business that offers services competitive with those the Partner performed or arranged through Palm Sterling, to any Restricted Client, within twenty-five (25) miles of any Client Site at which the Partner performed work during the final twelve (12) months of its engagement.

This Section 4 shall not apply to any Partner that resides in, is organized in, or primarily performs services in California, or in any other state or jurisdiction whose law prohibits such covenants, and shall apply in any jurisdiction that restricts non-competition covenants only to the extent and in the manner that law permits. Palm Sterling will provide any advance notice, consideration, or opportunity to consult counsel that applicable law requires before this covenant becomes binding. Restrictions that apply during the term of an active engagement are not affected by this paragraph.

If any court determines that any restriction in this Section 4 or in Section 3 is unreasonable or unenforceable as written, the parties intend that the court modify the restriction to the minimum extent necessary to render it enforceable, and if modification is not permitted, that the restriction be severed without affecting the remainder of these Partner Terms.

Independent Status, Remedies, and Contact

Each Partner is an independent contractor and not an employee, agent, joint venturer, or legal representative of Palm Sterling. The Partner controls the manner and means of its work, is solely responsible for its personnel, taxes, and insurance, and shall hold and maintain all licenses, permits, certifications, and insurance required by law for the work it performs. Nothing in these Partner Terms authorizes the Partner to bind Palm Sterling to any obligation.

All reports, data, photographs, documentation, and materials prepared by the Partner for Palm Sterling or its Clients in connection with any assignment are the property of Palm Sterling, and the Partner assigns to Palm Sterling all rights in such materials, excluding the Partner’s pre-existing tools and know-how.

The Partner acknowledges that any breach of Sections 2, 3, or 4 would cause Palm Sterling irreparable harm for which monetary damages would be inadequate. Palm Sterling shall be entitled to seek injunctive relief to prevent or stop any such breach, in addition to all other remedies available at law or in equity. The Partner shall indemnify Palm Sterling against all losses, costs, and reasonable attorneys’ fees arising from the Partner’s breach of these Partner Terms.