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EXHIBIT 10.37
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AGREEMENT NOT TO COMPETE
THIS AGREEMENT NOT TO COMPETE is entered into by and between Internet Media
Corporation, a Nevada corporation ("Employer"), and Xxxxx Xxxxxxx
("Employee").
WHEREAS, Employee is employed by Employer as Vice President -Corporate
Development, pursuant to an employment agreement (the "Employment
Agreement); and
WHEREAS, as a condition to such Employment Agreement, Employee has agreed
to sign and be bound by this Agreement Not to Compete; and
NOW, THEREFORE, the parties agree as follows:
Section 1. Covenant Not to Compete. Employee acknowledges that, as a key
management employee of Employer, Employee will be involved, on a high
level, in the development, implementation and management of the national
and international business strategies and plans of Employer, which shall
consist of Employer and such other business, units, divisions, subsidiaries
or other entities of Employer, as Employer shall determine in its sole
discretion from time to time. By virtue of Employee's unique and sensitive
position and special background, employment of Employee by a competitor of
Employer represents a serious competitive danger to Employer, and the use
of Employee's talent and knowledge and information about Employer's
business, strategies and plans can and would constitute a valuable
competitive advantage over Employer. In view of the foregoing, Employee
covenants and agrees that, if Employee's employment with Employer is
terminated for any reason at any time, for a period of one year after the
date of such termination, Employee will not in any capacity, directly or
indirectly, including, but not limited to, as employee, agent, consultant,
manager, executive, owner or stockholder ( except as a passive investor
holding less than 1% equity interest in any enterprise the securities of
which are publicly traded) in any business entity engaged in competition
with any business conducted by Employer on the date of termination. This
Agreement Not to Compete shall survive the termination or expiration of the
Employment Agreement. If any court determines that this Agreement Not to
Compete, or any part hereof, is unenforceable because the duration or
geographic scope of such provision, such court shall have the power to
reduce the duration or scope of such provision, as the case may be, and, in
its reduced form, such provision shall then be enforceable.
Section 2. Continuing Obligations. Employee agrees that, for one year
following his termination of employment with Employer, Employee shall keep
Employer informed of the identification of Employee's employer and the
nature of such employment or of Employee's self-employment. Employer agrees
that, within fifteen days after receiving notice pursuant to this Section 2
of the identification of the prospective employer, the nature of the
employment or self-employment or any change therein, Employer will advise
Employee as to whether such employment constitutes a violation of Section 1
hereof.
Section 3. Injunctive Relief. Employee acknowledges that the violation of
the covenants contained in this Agreement would be detrimental and cause
irreparable injury to Employer and its affiliates which could not be
compensated by money damages. Employee agrees that an injunction from a
court of competent jurisdiction is the appropriate remedy for these
provisions, and consents to the entry of an appropriate judgment enjoining
Employee from violating these provisions in the event there is a find of
their breach.
Section 4. Severability of Covenants. Each of the covenants contained in
this Agreement are independent covenants, which may be available to or
relied upon by Employer and its affiliates in any court of competent
jurisdiction. If anyone of the separate and independent covenants shall be
deemed to be unenforceable under the laws of any state of competent
jurisdiction, each of the remaining covenants shall not be affected
thereby. Notwithstanding the provisions of this Section 4, it is understood
that every benefit received by Employee by virtue of this Agreement is
consideration for each separate covenant contained herein.
Section 5. Governing Law. This Agreement shall be governed by the laws of
the State of Louisiana.
Section 6. Other Remedies. The undertakings herein shall not be construed
as any limitation upon the remedies Employer might, in the absence of this
Agreement, have at law or in equity.
INTENDING to be legally bound hereby, Employer and Employee hereby duly
execute this Agreement Not to Compete on the date indicated below.
Date: March 19, 1999
EMPLOYER:
INTERNET MEDIA CORPORATION
By: /s/ Xxxxx X. Xxxxxx
Xxxxx X. Xxxxxx President
EMPLOYEE:
/s/ Xxxxx Xxxxxxx
Xxxxx Xxxxxxx, individually
