Non-Competition Agreement
TO:
WHEREAS: (1) By an agreement (the “Purchase Agreement”) dated , between (the “Seller”) and (the “Buyer”), the Seller agreed to sell and the Buyer agreed to purchase certain assets and undertaking of the Seller used by the Seller in its business of (the “Business”); The obligations of the Buyer under the Purchase Agreement are expressly subject to certain conditions therein set out, including the entering into of this agreement;
(2)
NOW THEREFORE in consideration of the premises, the closing of the transactions contemplated by the Purchase Agreement and other good and valuable consideration (the receipt and adequacy of which is hereby acknowledged), the undersigned agrees as follows: 1. Covenant. The undersigned will not (without the prior written consent of the Buyer) at any time within from the date hereof either individually or in partnership or jointly or in conjunction with any person or persons, firm, association, syndicate, company or corporation, as principal, agent, employee officer, director or shareholder or in any other manner whatsoever carry on or be engaged in or concerned with or interested in, or advise, lend money to, guarantee the debts or obligations of, or permit his name or any part thereof to be used or employed by or associated with, any person or persons, firm, association, syndicate, company or corporation engaged in or concerned with or interested in, any business which competes with the Business (except as a shareholder, officer, director or employee of the Buyer) within a radius of miles from the Buyer’s place of business at . Remedies. The undersigned acknowledges that any breach by the undersigned of this agreement will result in the Buyer’s suffering a loss which cannot adequately be compensated for in damages. Accordingly, the undersigned acknowledges the right of the Buyer to obtain an injunction should any such breach occur. The undersigned agrees that all restrictions contained in paragraph 1 are reasonable and valid and all defences to the strict enforcement thereof by the Buyer are hereby waived by the undersigned. Severability. The invalidity or unenforceability of any provision of this agreement or any covenant herein contained shall not affect the validity or enforceability of any other provision or covenant hereof or herein contained, and the agreement shall be construed as if such invalid or unenforceable provision or covenant were omitted. Governing Law. This agreement shall be governed by and construed in accordance with the laws of the State of .
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IN WITNESS WHEREOF this agreement has been executed by the undersigned as of
Witness