Sample Covenant Agreement by cck10867


									                                     COVENANTS AGREEMENT

       THIS COVENANTS AGREEMENT (the "Agreement") is made this 1st day of May, 2008,
between Newco, Inc., (the "Company") and the undersigned Lance Weatherby ("Erik Peterson").

        WHEREAS, Lance Weatherby is in a          licensors, suppliers, clients and customers,
position of trust for the Company; and            including, but not limited to, technical or
                                                  nontechnical     data,    formulas,      patterns,
WHEREAS, the Company desires to protect its       compilations, programs, devices, methods,
goodwill, intellectual property, trade secrets    techniques, drawings, processes, financial
and confidential information.                     data, financial plans, product plans, or a list of
                                                  actual or potential customers or suppliers,
NOW,    THEREFORE,      in  consideration  of     which is not commonly known or available to
Company's agreement to enter into a               the public and which information (i) derives
Shareholders    Agreement      with     Lance     economic value, actual or potential, from not
Weatherby, the parties agree:                     being generally known to, and not being
                                                  readily ascertainable by proper means by,
1.      Trade     Secrets   and    Confidential   other persons who can obtain economic value
Information. During the course of Lance           from its disclosure or use and (ii) is the subject
Weatherby's work with the Company, the            of efforts that are reasonable under the
Company may have disclosed to Lance               circumstances to maintain its secrecy.
Weatherby Trade Secrets and Confidential
Information (defined below).       The Trade      As used herein, "Confidential Information"
Secrets and the Confidential Information of the   means information, other than Trade Secrets,
Company are the sole and exclusive property       that is treated as confidential, and that would
of the Company (or a third party providing        potentially damage the Company if disclosed.
such information to the Company).          The    Confidential Information includes, but is not
disclosure of the Trade Secrets and the           limited to, (i) future business plans, (ii) the
Confidential Information of the Company to        composition, description, schematic or design
Lance Weatherby does not give the Lance           of products, future products or equipment of
Weatherby any license, interest or rights of      the Company, (iii) communication systems,
any kind in or to the Trade Secrets or            audio systems, system designs and related
Confidential Information.                         documentation, (iv) advertising or marketing
                                                  plans, (v) information regarding independent
        A.      Lance Weatherby may use the       contractors, employees, clients and customers
Trade Secrets and Confidential Information        of the Company, (vii) information concerning
solely for the benefit of the Company while       the    Company's     financial   structure  and
Lance Weatherby is working for the Company.       methods and procedures of operation, and
Lance Weatherby shall hold in confidence the      (viii) the terms and conditions of this
Trade Secrets and Confidential Information of     Agreement.
the Company. Except in the performance of
services for the Company, Lance Weatherby         2.      Work Product.        All Work Product
shall not use, disclose, reproduce, distribute,   (defined below) shall be work made for hire by
transmit,    reverse   engineer,     decompile,   Lance Weatherby and owned by the Company.
disassemble, or transfer the Trade Secrets or     If any of the Work Product may not, by
the Confidential Information of the Company or    operation of law or otherwise, be considered
any portion thereof.                              work made for hire by Lance Weatherby for the
                                                  Company, or if ownership of all right, title, and
        B.      The obligations under this        interest to the legal rights therein shall not
Agreement with regard to the Trade Secrets of     otherwise vest exclusively in the Company,
the Company remain in effect as long as the       Lance Weatherby hereby assigns to the
information constitutes a trade secret under      Company, and upon the future creation thereof
applicable law. The obligations with regard to    automatically assigns to the Company, without
the Confidential Information of the Company       further consideration, the ownership of all
shall remain in effect while Lance Weatherby is   Work Product. The Company shall have the
working for the Company and for a period of       right to obtain and hold in its own name
three (3) years thereafter.                       copyrights, patents, registrations, and any
                                                  other protection available in the Work Product.
      C.     As used herein, "Trade Secrets"
means information of the Company, and its
"Work Product" means the data, materials,                respect to any such breach, (B) require that
formulas, research, documentation, computer              the Company submit proof of the economic
programs, communication systems, audio                   value of any Trade Secret, or (C) require that
systems, system designs, inventions (whether             the Company post a bond or any other
or not patentable), and all works of authorship,
                                                         security.     Nothing contained herein shall
including all worldwide rights therein under
                                                         preclude the Company from seeking monetary
patent, copyright, trade secret, confidential
information, moral rights and other property             damages of any kind, including reasonable fees
rights, created or developed in whole or in part         and expenses of counsel and other expenses,
by Lance Weatherby, while working for the                in a court of law.
Company,      within  the    scope    of Lance
Weatherby's work or which otherwise relates in
any manner to the Company's Business.                    5.      Costs of Enforcement. In the event
                                                         Lance Weatherby breaches this Agreement,
3.       License. To the extent that any pre-            Lance Weatherby shall be liable to the
existing materials are contained in the                  Company for all costs of enforcement,
materials Lance Weatherby delivers to the                including attorney's fees and court costs, in
Company or the Company's customers, and                  addition to all other damages and redress
such preexisting materials are not Work                  available to the Company at law or in equity.
Product, Lance Weatherby grants to the
Company       an   irrevocable,    nonexclusive,         6.       Severability and Interpretation. If any
worldwide, royalty-free license to: (i) use and          provision or part of a provision of this
distribute (internally or externally) copies of,         Agreement shall be determined to be void and
and prepare derivative works based upon, such            unenforceable by a court of competent
pre-existing materials and derivative works              jurisdiction, the remainder of this Agreement
thereof and (ii) authorize others to do any of           shall remain valid and enforceable.          The
the foregoing.                                           covenants in this Agreement shall be construed
                                                         as covenants independent of one another and
4.       Injunctive Relief.   Lance Weatherby            as obligations distinct from any other
acknowledges that breach of the provisions of            obligations contained in this or any other
section 1 of this Agreement would result in              agreement between the parties hereto. Each
irreparable injury and permanent damage to               provision    of   this  Agreement      shall  be
the Company, which prohibitions or restrictions          interpreted in such manner as to be effective
Lance Weatherby acknowledges are both                    and valid under applicable law. The invalidity
reasonable     and    necessary    under    the          or unenforceability of any particular provision
circumstances, singularly and in the aggregate,          of this Agreement shall not affect the other
to protect the interests of the Company. Lance           provisions of this Agreement, and this
Weatherby recognizes and agrees that the                 Agreement shall be construed in all respects as
ascertainment of damages in the event of a               if such invalid or unenforceable provision were
breach of the provisions of this Agreement               omitted. Any such invalid provision shall be
would be difficult, and that money damages               subject to partial enforcement to the extent
alone would be an inadequate remedy for the              necessary to protect the interests of the
injuries and damages which would be suffered             Company.        If any court of competent
by the Company from breach of this section by            jurisdiction should determine that any term or
Lance Weatherby.                                         terms of this Agreement are too broad in terms
                                                         of time, geographic area, scope of activity to
Lance Weatherby therefore agrees: (i) that, in           be restrained or otherwise, such court shall
the event of a breach of the provisions of               modify and revise any such term or terms (to
section 1 of this Agreement, the Company, in             the minimum extent necessary) so that they
                                                         shall comply with applicable law.            This
addition to and without limiting any of the
                                                         Agreement as so revised shall be fully binding
remedies or rights which it may have at law or
                                                         on the parties hereto.
in equity or pursuant to this Agreement, shall
have the right to injunctive relief or other             7.      Consent to Jurisdiction and Venue.
similar remedy in order to specifically enforce          Lance Weatherby and Company hereby agree
the provisions hereof; and (ii) to waive and not         that any claim or cause of action whether in
to (A) assert any defense to the effect that the         law or equity, arising under or relating to this
Company has an adequate remedy at law with               Agreement and whether brought by Lance
                                                         Weatherby or Company shall be brought in the

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Superior Court of Fulton County, Georgia;               9.      Entire Agreement.    This Agreement
provided, however, that any such claim or               represents the entire understanding of the
cause of action may be brought in, or removed           parties concerning the subject matter hereof
to, the United States District Court for the            and supersedes all prior communications,
Northern District of Georgia, Atlanta Division,         agreements and understandings, whether oral
to the extent that such court would have                or written, relating to the subject matter
jurisdiction over the subject matter of such            hereof.
action. Lance Weatherby and Company hereby
consent and submit to the in personam                   10.     No Strict Construction. The language
jurisdiction of such courts.    To the extent           contained herein shall be deemed to be that
permitted by law, Lance Weatherby hereby                negotiated and approved by both parties and
consents that all services of process may be            no rule of strict construction shall be applied.
made by certified or registered mail, postage
prepaid and return receipt requested. Each              11.      Section Headings.        The section
party hereto waives any objection based on              headings are included for convenience and are
forum non conveniens and waives any                     not    intended    to   limit or   affect the
objection to venue of any action instituted             interpretation of this Agreement.
hereunder to the extent that an action is
brought in the courts identified above. Each            12.     Successors     and   Assigns.         This
party hereto agrees that a final judgment in            Agreement shall inure to the benefit of the
any such action shall be conclusive and may be          Company's successors in interest, including,
enforced in any other jurisdiction in any               without limitation, successors through merger,
manner provided by law. Nothing herein shall            consolidation, or sale of substantially all of the
be construed as prohibiting either Lance                Company's stock or assets, and shall be
Weatherby or Company from pursuing other                binding upon Lance Weatherby. The covenants
remedies available to it at law or equity               contained herein shall survive cessation of
against any party.                                      Lance Weatherby's employment with the
                                                        Company, regardless of who causes the
8.       Governing Law. This Agreement shall            cessation.
be governed by the laws of the State of
Georgia without regard to its rules governing
conflicts of law.

         IN WITNESS WHEREOF, the parties have signed and delivered this Agreement as of the date
set forth above.

Lance Weatherby

Lance Weatherby
Newco, Inc.

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