Noncompetition Agreement-Seller of Business by bobzepfel


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									                               Non-Competition Agreement

       This Non-Competition (this “Agreement”) is made and entered into as of the ___ day of
____, 20__, by and between
                           (“Covenantor”), and
              (the “Company”) and is made with reference to the following:


       A.      Covenantor is the sole shareholder of
                              (“Seller”). Prior to the date hereof, Seller was engaged in the
business of                                                           (the “Business”).

       B.     Pursuant to that certain Asset Purchase Agreement, dated as of the ___ day of
____, 20__, by and among the Company, Seller and Covenantor (the “Asset Purchase
Agreement”), the Company is acquiring the Business, including substantially all of the assets and
goodwill of Seller.

        C.      Covenantor acknowledges that the consideration received by Covenantor, as the
sole shareholder of Seller, for the Business pursuant to the Asset Purchase Agreement is at least
equal to the fair market value of the Business, reflecting, among other things, the value of the
goodwill of Seller as a going enterprise, and that the covenants of Covenantor herein are
intended to preserve and protect the value of the goodwill of Seller for the benefit of the

         D.     Covenantor further acknowledges that Seller has over many years devoted
substantial time, effort and resources to developing its trade secrets and its other confidential and
proprietary information as well as its relationships with customers, suppliers, employees and
others doing business with Seller; that such relationships, trade secrets and other information are
vital to the successful conduct of the Business in the future; that Seller, in the furtherance of its
business, has in the past provided Covenantor with the opportunity and support necessary to
allow him to establish personal and professional relationships with customers, suppliers,
employees and others having business relationships with Seller and afforded Covenantor
unlimited access to Seller’s trade secrets and other confidential and proprietary information; that
because of the opportunities and support so provided to Covenantor and because of Covenantor’s
access to the Seller’s confidential information and trade secrets, Covenantor would be in a
unique position to divert business from the Business and to commit irreparable damage to the
Business were Covenantor to be allowed to compete with the Business or to commit any of the
other acts prohibited below; that the enforcement of said restrictive covenants against
Covenantor would not impose any undue burden upon Covenantor; that none of said restrictive
covenants is unreasonable as to period or geographic area; and that the ability to enforce said
restrictive covenants against Covenantor is a material inducement to the decision of the
Company to consummate the transactions contemplated in the Asset Purchase Agreement.
       NOW, THEREFORE in consideration of the foregoing recitals, the mutual agreements
hereinafter set forth and the mutual benefits to be derived therefrom, the Company and
Covenantor covenant and agree as follows:

                                           ARTICLE 1

                               COVENANT NOT TO COMPETE

        Covenantor shall not at any time within the five (5) year period imme
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