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Non-Solicitation 

Conflict of Interest, Non-Circumvention & Professional Conduct Policy

ARTICLE I — PURPOSE & OBJECTIVE

Top Prospects Basketball Academy operates a structured basketball education and development system designed to provide athletes with consistent instruction, measurable progression, coordinated coaching, and professional oversight.

TPBA invests in its institutional reputation, coaching resources, athlete recruitment, client relationships, curriculum development, business operations, facilities, scheduling, and administrative infrastructure.

The purpose of this policy is to protect these legitimate business interests from unauthorized solicitation, conflicts of interest, misrepresentation, diversion of business opportunities, misuse of confidential information, and circumvention of established service arrangements.

TPBA recognizes that parents and athletes may develop strong professional relationships with individual coaches. Such relationships are encouraged when they contribute positively to athlete development and remain consistent with the academy's professional standards.

However, no individual coach, service provider, parent, or guardian may improperly exploit a TPBA-established business relationship to divert contracted services, misappropriate academy resources, or interfere with TPBA's operations.

ARTICLE II — DEFINITIONS

2.1 TPBA Service Provider

Any coach, trainer, instructor, consultant, employee, subcontractor, or independent contractor authorized to provide services through TPBA.

2.2 TPBA Consumer

A parent, guardian, athlete, family, or purchaser receiving or seeking basketball development services through TPBA.

2.3 Covered TPBA Relationship

A specific current or prospective client relationship established or substantially developed through TPBA's enrollment, referral, marketing, programming, or service delivery efforts, and with which the service provider has material contact through TPBA.

2.4 Unauthorized Solicitation

Direct or indirect efforts by a service provider to induce a covered TPBA client to move academy-provided services to a separate business arrangement in violation of an applicable written agreement.

2.5 Circumvention

Knowingly arranging transactions outside TPBA's authorized business systems for the purpose of avoiding agreed academy fees, payment procedures, or other valid contractual obligations.

2.6 Conflict of Interest

A personal, professional, or financial interest that could materially interfere with a service provider's responsibility to TPBA or compromise objective service delivery.

ARTICLE III — SERVICE PROVIDER NON-SOLICITATION

3.1 Prohibited Conduct

During their engagement with TPBA, service providers shall not, without prior written authorization:

  1. Solicit covered TPBA clients to purchase substantially similar services privately in substitution for services contracted through TPBA.

  2. Use TPBA's confidential customer records, registration information, nonpublic contact information, or business intelligence to recruit clients for personal or competing commercial activities.

  3. Encourage families to cancel, reduce, transfer, or bypass TPBA services to establish private arrangements that violate the provider's contractual obligations.

  4. Redirect TPBA-originated leads, inquiries, referrals, or paid service opportunities to an unauthorized business entity.

  5. Represent independently offered services as official TPBA services without written authorization.

  6. Arrange payments outside approved TPBA payment procedures for services offered, scheduled, or contracted through the academy.

  7. Offer preferential academy access, scheduling, playing opportunities, or evaluations in exchange for private purchases.

3.2 Outside Professional Activity

TPBA recognizes that service providers may maintain independent professional activities.

Outside activities are not automatically prohibited.

However, providers must disclose material conflicts of interest, honor applicable confidentiality obligations, and refrain from improperly diverting TPBA business or exploiting protected TPBA relationships.

Any restriction after the provider's engagement ends must be separately established in a legally compliant, signed agreement.

ARTICLE IV — PARENT & CONSUMER NON-CIRCUMVENTION

4.1 Established Service Arrangements

Parents and guardians agree to use TPBA's designated booking, registration, and payment systems for services purchased through TPBA.

Families shall not knowingly arrange for an academy service provider to deliver already-contracted TPBA services off-platform for the purpose of evading an existing payment or contractual obligation.

4.2 Direct Coach Solicitation

Parents and guardians are encouraged to direct requests for additional TPBA training, special sessions, supplemental instruction, or service modifications through academy administration.

Parents may inquire about a coach's general professional availability and may independently select lawful outside services. Such inquiries or choices do not, by themselves, constitute a policy violation.

Families must not knowingly participate in fraudulent billing arrangements, misuse confidential TPBA information, or induce a service provider to breach a known contractual duty.

4.3 Consumer Choice

TPBA respects the right of families to select service providers and determine appropriate athletic development opportunities.

This policy does not prohibit families from discontinuing TPBA services in accordance with their enrollment agreements, expressing a preference for a particular coach, or lawfully obtaining independent services.

The academy may, however, enforce valid payment obligations, reasonable facility rules, and established program administration procedures.

ARTICLE V — COACH FAVORITISM, PREFERENTIAL TREATMENT & PROFESSIONAL INDEPENDENCE

5.1 Parental Preferences

Parents may identify coaches whose instructional methods best meet an athlete's needs.

Nevertheless, coach assignments and academy-managed services remain subject to TPBA's published scheduling, staffing, capacity, developmental, and program requirements.

A preference for a particular coach does not entitle a family to demand unauthorized reassignment or disregard an agreed program structure.

5.2 Prohibited Preferential Arrangements

Coaches and other service providers may not:

  1. Provide preferential access or benefits in exchange for private payments.

  2. Allow personal financial relationships with families to improperly influence assessments or developmental recommendations.

  3. Penalize athletes for declining independently offered services.

  4. Manipulate coach assignments, team selection, playing opportunities, or evaluations to promote personal financial interests.

  5. Exclude or disadvantage participants because their families choose another authorized TPBA coach.

5.3 Professional Neutrality

Service providers must act in the best developmental interests of athletes while maintaining fairness, professionalism, and consistency with the academy's standards.

ARTICLE VI — PROTECTION OF TPBA BUSINESS ASSETS

The following academy assets may not be used for unauthorized commercial purposes:

  • Confidential parent and athlete contact databases.

  • Nonpublic enrollment and payment information.

  • Proprietary or confidential curriculum and training materials.

  • Internal business strategies and pricing information not publicly available.

  • Protected TPBA branding, logos, trademarks, and marketing assets.

  • Confidential business referrals and sales opportunities.

  • Internal athlete evaluation data and developmental records.

Coaches retain their general knowledge, professional experience, and independently developed skills, subject to lawful contractual obligations concerning genuinely protected information.

ARTICLE VII — CONFLICT OF INTEREST DISCLOSURE

Service providers shall promptly disclose material actual or potential conflicts of interest to TPBA administration.

Examples include:

  • Operating an outside service that directly overlaps with assigned TPBA responsibilities.

  • Accepting private compensation relating to academy services without authorization.

  • Holding a financial interest in a business involved in TPBA purchasing or referrals.

  • Making coaching decisions that materially benefit a personal commercial enterprise.

  • Using a TPBA position to market unrelated services in a manner that misrepresents TPBA endorsement.

Disclosure does not automatically mean that outside work is prohibited.

TPBA may establish reasonable safeguards, reassignment procedures, or written arrangements to address documented conflicts.

ARTICLE VIII — PROHIBITION ON BUSINESS INTERFERENCE

Coaches, service providers, parents, and guardians must not engage in fraudulent, deceptive, or otherwise unlawful conduct intended to interfere with TPBA's contractual relationships or established service operations.

Examples include:

  1. Knowingly making false statements about TPBA's authorization of outside programs.

  2. Falsifying billing records to conceal the delivery of paid academy services.

  3. Misappropriating confidential academy client records.

  4. Knowingly inducing the breach of an existing contractual obligation through improper means.

  5. Impersonating academy representatives to redirect payments or business opportunities.

This section does not prohibit truthful criticism, good-faith complaints, lawful competition, or reporting concerns to appropriate authorities.

ARTICLE IX — REPORTING & INVESTIGATION

Suspected violations should be reported to TPBA administration.

TPBA may review relevant booking records, payment histories, business communications maintained on academy systems, and other information obtained through lawful means.

Investigations shall be handled fairly, with reasonable confidentiality and an opportunity for affected individuals to respond.

TPBA prohibits retaliation against individuals for making good-faith complaints, reporting suspected unlawful conduct, or participating in lawful investigations.

ARTICLE X — CORRECTIVE & DISCIPLINARY ACTION

Depending on the nature, seriousness, and documented circumstances of a violation, TPBA may take proportionate action, including:

  • Written notice or warning.

  • Mandatory conflict-of-interest disclosure or corrective training.

  • Removal from particular academy assignments.

  • Suspension of authorized facility privileges.

  • Termination or nonrenewal of a service-provider agreement consistent with its terms and applicable law.

  • Enforcement of valid outstanding payment obligations.

  • Pursuit of lawful contractual remedies when supported by the facts.

For parent or guardian violations, TPBA may address fraudulent conduct, unpaid obligations, or serious interference with operations in accordance with the applicable enrollment agreement and law.

TPBA shall not impose financial penalties or restrict consumer choice solely because a family lawfully prefers or hires an outside coach.

ARTICLE XI — LEGAL COMPLIANCE & LIMITATIONS

This policy shall be interpreted consistently with applicable Florida and federal law.

Nothing in this policy is intended to:

  1. Establish an unlawful noncompete agreement.

  2. Prevent lawful consumer choice or independent competition.

  3. Restrict legally protected employment or commercial activities.

  4. Prohibit legally protected reporting, communications, or complaints.

  5. Impose an unenforceable restraint on trade.

  6. Supersede the terms of a separately executed agreement except as expressly and lawfully provided.

Any post-engagement non-solicitation restriction must be separately documented, supported by a legitimate business interest, and appropriately limited in scope and duration under applicable law.

ARTICLE XII — ACKNOWLEDGMENT

By signing below, the undersigned acknowledges receiving and reviewing this policy and agrees to comply with the provisions applicable to their role, subject to governing law and any applicable written agreement.

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TOP PROSPECTS BASKETBALL ACADEMY

The School of Basketball Education & Science

WE TEACH. WE TRAIN. WE INSPIRE.

Develop Here, Compete Anywhere.

situation

  • Parent likes Coach A more than Coach B

  • Parent asks for Coach A exclusively

  • Coach asks an existing TPBA client to cancel academy sessions and pay privately

  • Parent and coach secretly redirect an already-booked TPBA session into a private paid session

  • Coach independently trains athletes unrelated to TPBA

  • Parent leaves TPBA and independently chooses another training provider

  • Coach manipulates TPBA athlete evaluations to promote private training

policy position

  • Allowed. A personal preference is not misconduct.

  • Allowed to request; TPBA controls its academy staffing and scheduling under its agreement.

  • Prohibit where covered by a valid non-solicitation or non-circumvention agreement.

  • Prohibit circumvention of valid booking and payment obligations.

  • Generally permitted, subject to valid contractual restrictions.

  • Generally permitted, subject to outstanding contractual obligations.

  • Prohibit as a conflict of interest.

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