California Code of Civil Procedure Chapter 3 Injunction

Complaint for Injunction and Other Relief / Covenant Not to Compete and Termination Agreement

IN THE CIRCUIT COURT OF COUNTY, MISSISSIPPI

COMPLAINT FOR INJUNCTION AND OTHER RELIEF

Comes now Plaintiff, (hereinafter ), by and through its counsel, and files this complaint against defendant, (hereinafter ) for a temporary and permanent injunction and other relief for defendant's breach of contract. In support thereof would show as follows:

1. is a Mississippi corporation qualified to do business in the State of Mississippi and in , Mississippi. It is engaged in the business of providing business services to customers in , Mississippi and , .

2. , the Defendant, is an adult resident citizen of County, Mississippi.

3. was formed . was an original holder and owned one-half of .

4. and entered into an employment contract on , and since that time, has served as an officer and member of the Board of Directors of .

5. desired to sell all of his/her interest in , that being % of the outstanding shares of stock, to the . Said sale took place on . was paid $ for his/her stock.

6. The parties desired to terminate their employment agreement and entered into a termination agreement on , with the effective date of termination being . The termination agreement also included a covenant not to compete. A copy of the agreement entitled "Covenant Not to Compete and Termination Agreement" is attached hereto as Exhibit .

7. In consideration of the covenant not to compete, paid to monies totaling $. ($) of this amount was cash and $ was a promissory note. This promissory note has been paid in full. undertook other obligations and paid other non-cash assets in consideration for the termination and covenant not to compete. These valuable obligations are delineated in Paragraph of Exhibit .

8. Pursuant to Paragraph of the agreement, agreed that for a period of years from the date of his/her termination ( through ) he/she would not engage in any business or perform any service, directly or indirectly, in competition with the business of the corporation within miles of the city limits of the City of , Mississippi, or with miles of the city limits of the City of , . He/She also agreed not to have any interest, in any enterprise or entity that engages in such business.

9. agreed that if he/she were to violate the restrictive covenant, and would be entitled to preliminary and permanent injunctive relief and to monetary damages from .

10. 's employment with ended on . In of , began competing against . Upon information and belief, Plaintiff alleges may have competed against even sooner.

11. began selling color work to his/her customers and clients in direct competition and in violation of the covenant not to compete and termination agreement.

12. has breached the contract entered into with ; therefore is entitled to injunctive relief and monetary damages.

CLAIMS FOR RELIEF

INJUNCTION

13. asks the Court for an order enjoining from further violation of his/her covenant not to compete against in the relevant area.

14. would show that the harm being done to its business by 's conduct is irreparable and continuous and is without an adequate remedy at law to protect its legitimate business interests.

15. The granting of an injunction would give that to which it is legally and contractually entitled and the injunction would have no adverse impact on the public interest.

16. Alternatively, would show that in Paragraph of the Covenant not to Compete and Termination Agreement, agreed that “”. also agreed that the restrictions contained in the agreement were reasonable and that any violations of the restrictive covenants would cause substantial injury to .

17. would not have entered in this agreement with without receiving the additional consideration of 's agreeing to these restrictions.

DAMAGES

Under the terms of the agreement, is entitled to monetary damages from .

WHEREFORE, requests an order from this Court enjoining from further violation of his/her covenant not to compete, awarding monetary damages to and other general relief this Court deems appropriate.

This the day of , 20.

COVENANT NOT TO COMPETE AND TERMINATION AGREEMENT

This Agreement is entered into by and between , a Mississippi corporation (the "Corporation") and (""). The Corporation and are referred to collectively herein as the "Parties."

WHEREAS, the Corporation is engaged in the business of providing prepress services to customers from its , Mississippi and locations ...

WHEREAS, and the Corporation entered into an Employment Agreement on the day of , , and has been an employee, officer and member of the board of directors of the Corporation.

WHEREAS, the Parties desire to terminate the Employment Agreement effective .

1. Definitions.

"Employee Stock Ownership Plan" means the Employee Stock Ownership Plan and Trust, dated .

2. Termination of Employment. The Parties mutually agree to hereby terminate the Employment Agreement effective .

3. Payments.

(a) Cash and Notes. In consideration of such covenant, shall receive a principal amount equal to $.

... Promissory Note in the aggregate principal amount of $; and cash payable by check in the amount of $.

(b) Other Obligations of Corporation.

(ii) The Corporation agrees to pay on behalf of the health and dental insurance premiums for coverage for and 's family for the period ending on .

(v) shall be entitled to his/her regular monthly salary of $ through .

4. Transaction - Representations and Warranties.

(a) Representations and Warranties of .

5. Pre-Closing Covenants.

(b) Operation of Business. will vote his/her Corporation Shares on all matters on which a shareholder vote is required in accordance with the majority vote of all Corporate Shares other than the Corporate Shares held by .

(d) Exclusivity. will not solicit, initiate, or encourage proposals from any person.

6. Post-Closing Covenants.

(b) Transition. will not take any action designed to discourage customers or business associates from maintaining relationships with the Corporation after the Closing.

(c) Confidentiality. will treat and hold as confidential all Confidential Information.

(d) Covenant Not to Compete. agrees that he/she will not, for a period of years after termination, within miles of the city limits of the City of , Mississippi, and within miles of the city limits of the City of , , engage in competition.

7. Conditions to Obligations.

(a) Conditions to Obligations of the Corporation.

(iv) The Corporation shall have received the resignation, effective as of , of .

8. Remedies for Breaches of this Agreement.

(a) Survival. All representations, warranties, and covenants shall survive the Closing for years from the Closing Date.

(b) Indemnification Provisions for Benefit of the Corporation.

(c) Indemnification Provisions for Benefit of .

Witnesses / Additional Terms:

Acknowledgment of receipt of all required documents and agreements: