This Agreement Dated this 15st day of November 1999
Between:
Xxxx Technologies International, Inc., a body corporate incorporated under
the laws of the State of Delaware, USA ("the Purchaser")
Party of the First Part
And
Xxxxxxx Xxxxxxxx both of the City of Coquitlam in the Province of British
Columbia, Canada ("the Covenantor")
Party of the Second Part
WHEREAS the Purchaser and the Vendor are parties to an agreement dated the 15th
day of October 1999 for the sale of the proprietary technology and trademarks
related to the proprietary technology of the Vendor (hereinafter called the
"Sale Agreement").
AND WHEREAS it is a term of the closing of the transactions contemplated by the
by the Sale Agreement entered into between the Vendor and the Covenantor that
the Covenantor execute and deliver this Non-Competition Agreement.
1. Non-Competition
(i) For a period of Five (5) years from the date hereof, the Covenantor
will not personally, or on behalf of any other person, partnership,
company, corporation or other entity, contact any supplier, or
customer, directly or indirectly, or aid, abet or assist any other
person or entity in contacting any supplier or customer of the
Covenantor, for the purpose of initiating, engaging in or furthering
competition with the business which incorporates the use of the
trademarks and proprietary technology purchased by the Purchaser.
(ii) The Covenantor, for a period of Five (5) years from the date hereof
shall not accept employment with or directly or indirectly organize or
participate in the organization of any firm, partnership, corporation,
joint venture, sole proprietorship or other business entity within
North America if such firm, partnership, corporation, joint venture,
sole proprietorship, or entity is engaged or to be engaged in any
similar business, conduct or activity in competition to the business
which incorporates the trademarks and proprietary technology purchased
by the Purchaser; and:
(iii)The Covenantor shall not, directly or indirectly, either individually
or as a consultant, employee, partner, owner, officer or stockholder,
or in any other capacity whatsoever with respect to any person, firm
partnership, corporation, joint venture, sole proprietorship or other
business entity within North America, except as a shareholder for
investment purposes holding less than a One Per Cent (1%) interest in
a corporation whose shares are traded on a securities exchange or on
an over-the-counter market, engage in or aid, assist or abet any other
person or entity to carry on, be engaged in any business which
incorporates the trademarks or proprietary technology, conduct or
activity in competition to the proprietary technology purchased by the
Purchaser, advise or act as a consultant for, lend money to, guarantee
the debts or obligations of, or otherwise provide financial assistance
to any person or entity in any business incorporating the technology
and trademarks, conduct or activity in competition to the business
incorporating the technology and trademarks purchased by the
Purchaser.
(iv) The Covenantor expressly acknowledges that the foregoing restrictions
are reasonable in the circumstances and acknowledges that damages are
an inadequate remedy for the Purchaser in the event of a breach of
this covenant and therefore agrees that the Purchaser shall be
entitled to injunctive relief, in addition to all other remedies
provided by law, for any breach of this covenant.
(v) Notwithstanding the foregoing, if the time limitation in the foregoing
covenant is at time determined to be unreasonable by a Court of
competent jurisdiction adjudicating upon the validity of covenant,
then such time limitation shall be reduced to a period of Three (3)
years.
Nothing in the foregoing shall be read or construed as a prohibition against the
Covenantor accepting employment by the Purchaser or any subsidiary of the
Purchaser.
2. Notice:
Any notice to be given hereunder shall be deemed to have been duly given if
reduced to writing, signed by or on behalf of the Party giving such notice and
delivered by hand or mailed by registered mail, postage prepaid, and addressed
as follows:
(a) If for the Purchaser at: 000 Xxxxxxx Xxxx Xxxx, Xxxxx 0000 Xxxxxxx
Xxxxxxxxxx
(b) If for the Covenantor: #0 Xxxxxxx Xxxxxxx, Xxxxxxxxx, Xxxxxxx
Xxxxxxxx, Xxxxxx
And if mailed, such notice shall be deemed to have been received on the Fifth
business day next following the date of mailing. Any Party may, by notice given
in accordance with the foregoing, change their respective address for the
purposes of this clause.
3. Successors and Assigns
This agreement shall inure to the benefit of and be binding upon the Parties
hereto and their respective legal representatives, successors and assigns.
4. Laws
This agreement shall be governed by and interpreted by the laws of the State of
Washington.
IN WITNESS WHEREOF THE COVENANTOR hereto has hereunto affixed his hand and seal
and the Purchaser has affixed its corporate seal by its officers properly
authorized in that behalf the day and year first above written.
)
)
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Xxxxxxx Xxxxxxxx
Xxxx Technologies International, Inc.
Per:
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