COVENANT NOT TO COMPETE
THIS COVENANT NOT TO COMPETE (the "Agreement") is made and entered into
this _____ day of May, 2000 by Xxxxx Xxxxxxxx ("Seller") in favor of
xxxxxxxxxxxx.xxx, Inc., a Delaware corporation ("Purchaser").
Recitals:
WHEREAS, pursuant to an Asset Purchase Agreement and Assignment of even
date herewith by and among Seller, Purchaser and JVWeb, Inc. (the "Company"),
Seller sold to Purchaser all of the assets (the "Assets") planned to used by
Seller in connection with a site on the World Wide Web currently under
development that proposes to use the domain name "xxx.xxxxxxxxxxxxxxx.xxx"; and
WHEREAS, in consideration of such sale, the Company agreed to issue to
Seller an aggregate of 200,000 shares of the Company's common stock (the
"Shares"); and
WHEREAS, Seller agreed to enter into this Agreement in connection with
the sale of the Assets, and Purchaser would not have purchased the Assets from
Seller and the Company would not have issued to Seller the Shares but for the
execution and delivery of this Agreement;
Agreement:
NOW THEREFORE, for and in consideration of the above premises, and for
and in consideration of the mutual promises hereinafter contained, Seller and
Purchaser hereby agree as follows:
1. Covenant Not to Compete.
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In further consideration of the Company's issuance of the Shares, and
other independent valuable consideration (the receipt of which Seller hereby
acknowledges), Seller agrees as follows:
(a) For a period of five (5) years from the date hereof,
Seller shall not directly or indirectly, acting alone or in any
capacity with any other business entity: (i) engage anywhere in the
world in a subscription-based, Internet-related financial newsletter
business or publication that derives any portion of its revenues by
promoting publicly traded companies on a fee basis, Seller hereby
acknowledging that the business that Purchaser intend to conduct with
the Assets is expected to be worldwide in geographical scope; (ii)
solicit, deal, negotiate, enter into an arrangement, contract or
attempt to do any of the foregoing, in any respect pertaining to the
financial newsletter business as described in Section 1(a)(i) above,
with any person who becomes a customer of Purchaser with respect to the
Assets during the five-year period of this Agreement, or attempt to
cause any such person not to continue with Purchaser its business
relationship with Purchaser; or (iii) disclose to any person, firm, or
corporation any trade secrets, proprietary data or any details relating
to the methods of operation that Seller proposes to use in connection
with the proposed business to be conducted with the Assets, or
otherwise attempt to take any form of advantage of such information.
(b) Notwithstanding the foregoing provisions, Seller shall be
permitted to own up to five percent (5%) of the publicly traded
securities, whose securities are registered under Section 12 or who
file reports under Section 15(d) of the Securities Exchange Act of
1934, of any company that is in the financial newsletter business as
described in Section 1(a)(i) above.
(c) Seller hereby specifically acknowledges and agrees that
the temporal and other restrictions contained in (a) immediately above
are reasonable and necessary to protect the business that Purchaser
intends to conduct with the Assets, and that the enforcement of the
provisions of this section will not work an undue hardship on him.
(d) Seller further agrees that in the event either the
duration, geographical scope, or any other restriction, or portion
thereof, set forth in (a) immediately above is held to be overly
restrictive and unenforceable in any court proceeding, the court may
reduce or modify such restrictions to those which it deems reasonable
and enforceable under the circumstances and the parties agree that the
restrictions of (a) immediately above will remain in full force and
effect as reduced or modified.
(e) Seller further agrees and acknowledges that Purchaser does
not have an adequate remedy at law for the breach or threatened breach
by him of the covenants contained in (a) immediately above, and Seller
therefore specifically agrees that Purchaser, in addition to other
remedies which may be available to it hereunder, may file a suit in
equity to enjoin Seller from such breach or threatened breach.
(f) Seller further agrees, in the event that any provision of
(a) immediately above is held to be invalid or against public policy,
the remaining provisions of (a) immediately above and the remainder of
this Agreement shall not be affected thereby.
2. Miscellaneous. THIS AGREEMENT SHALL BE GOVERNED BY AND CONSTRUED IN
ACCORDANCE WITH THE LAWS OF THE STATE OF DELAWARE. This Agreement embodies the
entire agreement and understanding between the parties hereto with respect to
the subject matter hereof and supersede all prior agreements and understandings,
whether written or oral, relating to the subject matter hereof. This Agreement
shall be binding upon and shall inure to the benefit of each party hereto and
his or its respective successors, heirs, assigns, and legal representatives, but
neither this Agreement nor any rights hereunder may be assigned by any party
hereto without the consent in writing of the other party. No remedy conferred by
any of the specific provisions of this Agreement is intended to be exclusive of
any other remedy, and each and every remedy shall be cumulative and shall be in
addition to every other remedy given hereunder or now or hereafter existing at
law or in equity or by statute or otherwise. The election of any one or more
remedies by any party hereto shall not constitute a waiver of the right to
pursue other available remedies.
IN WITNESS WHEREOF, the parties hereto have executed this Agreement
effective as of the date and year first hereinabove written.
"SELLER"
/s/ Xxxxx Xxxxxxxx
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Xxxxx Xxxxxxxx
"PURCHASER"
XXXXXXXXXXXX.XXX, INC.
BY: /s/ Xxxxxx Xxxx
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Xxxxxx Xxxx, President
