Non-Competition Agreement

THIS AGREEMENT is made by and between each of _________________, ______________ and _____________ (each, a “Key Stockholder” and collectively, the “Key Stockholders”) and _________________, a ________________ corporation (the “Purchaser”).

WHEREAS, pursuant to that certain Agreement between __________________, (the “Company”), Purchaser and the Key Stockholders dated ____________ (the “Agreement”), the Key Stockholders agreed to enter into a Non-Competition Agreement as a condition to Purchaser’s obligations under the Agreement; and

AGREEMENTS

NOW, THEREFORE, in consideration of the mutual promises and agreements contained herein, the Purchaser and the Key stockholders agree as follows:

1. No Competition. Each Key Stockholder agrees for a period of ________ (__) years following the date hereof (the “Non-Compete Period”) that he shall not directly or indirectly, either individually or with others, engage or have any interest, as an owner, employee, representative, agent, consultant or otherwise, in any business which is similar to the business conducted by the Company. These covenants shall be deemed separate covenants for each and every state, country and any other governmental entity covered by the non-compete obligation and in the event the covenant for one or more such jurisdictions is determined to be unenforceable the remaining covenants shall continue to be effective. These covenants are not intended to prevent any Key Stockholder from using his general knowledge, experience, skill and know-how in a manner that is not competitive, provided the Key Stockholder does not use, disclose, divulge or communicate any Confidential Information (as hereinafter defined).
2. No Hiring of Others. Further, each Key Stockholder agrees that during such Non-Compete Period, he shall not solicit nor employ any person who is employed by the Purchaser or the Company during the Non-Compete Period.
3. No Solicitation. Each Key Stockholder further agrees that during such Non-Compete Period he shall not solicit the Purchaser’s or the Company’s customers on behalf of him or any other business or entity in competition with the business then conducted by the Purchaser or the Company.

1. Definition. For purposes of this Paragraph 2, the term “Confidential Information” means, in addition to its meaning under applicable law, information which is not generally known in the Company’s and/or the Purchaser’s industry, which has been proprietary to the Company and which has been subject to efforts by the Company to maintain its confidentiality, including but not limited to (i) trade secret information; (ii) information relating to the business of the Company as conducted at any time within the previous five years and to any of the Company’s past or current products, including, without limitation, information about the Company’s purchasing, accounting marketing, selling, or servicing. Without limitation of the foregoing, all information which any Key Stockholder has a reasonable basis to consider Confidential Information or which has been treated by the Company as being Confidential Information shall be presumed to be Confidential Information whether originated by a Key Stockholder or by others, and without regard to the manner in which a Key Stockholder obtains access to such information.
2. No Disclosure. No Key Stockholder shall, at any time during the Non-Compete Period, use or disclose any Confidential Information to any person not employed by the Purchaser without the prior written authorization of the Purchaser except as required by law, court order or governmental demand, provided that the Key Stockholder has given the Purchaser prompt, written notice that he believes he is required to disclose same so that the Purchaser has had reasonable opportunity to seek a protective order or other appropriate remedy. Each Key Stockholder shall exercise prudence and the highest degree of care to safeguard and protect, and to prevent the unauthorized disclosure of, all such Confidential Information. The parties hereto stipulate that all Confidential Information has been acquired by the Purchaser at great expense and substantial effort and is and will be important and material and does and will contribute significantly to the successful conduct of the Purchaser’s business and to its goodwill. Information shall not be considered confidential to the extent, but only to the extent, that such information is: (a) already known to the receiving party free of any restriction at the time it is obtained from the other party; (b) subsequently learned from an independent third party free of any restriction and without breach of this Agreement; (c) is or becomes publicly available through no wrongful act of any party; (d) is independently developed by one party without reference to any Confidential Information of any other party or (e) required to be disclosed pursuant to a requirement of a governmental agency or law so long as the parties provide each other with timely written prior notice of such requirements.

3. Remedies .The parties agree each Key Stockholder’s relationship with the Company and the Assets is unique and special; that in the event of any Key Stockholder’s material breach of this Agreement or any of its provisions, money damages alone would be an inadequate remedy; that any breach by a Key Stockholder of the provisions contained in Paragraphs 1 and 2 would cause immediate and irreparable harm to the Purchaser, that in the event of any breach of this Agreement by the a Key Stockholder, the Purchaser, in addition to any remedies the Purchaser may have at law, shall have the right to equitable relief, including injunctive relief, against the Key Stockholder without posting bond.

4. Third Party Beneficiaries . Each Key Stockholder acknowledges and agrees that the covenants contained in Paragraphs 1 and 2 hereof are expressly intended to benefit the Purchaser and all of its Affiliates, and....