Fill and Sign the In the County Court of Lee County Mississipppi Form

IN THE COUNTY COURT OF_____________, _____________________ __________________VS.__________________ COMPLAINT FOR DECLARATORY JUDGMENT Comes now the Plaintiff, _________________, and brings this action for declaratory judgment and other relief and in support would show: I. The plaintiff, _________________, is an adult resident citizen of (Insert city), (Insert county), ( Insert state), and resides at _________________, (Insert City), (Insert state). II. The defendant, _________________, is a company organized, existing, and incorporated under the laws of the state of___________, with its principle place of business in___________, ___________. _________________ is licensed to do business in the state of ______________and may be served with process through its registered agent, _________________, _________________, (Insert City), (Insert state ), (Insert zip code). Ill. This is an action for declaratory judgment brought pursuant to Rule____ of the ____________ Rules of Civil Procedure for an adjudication of the validity and/or applicability of the non-competition agreement entered into by the plaintiff, _________________, on or about (Insert date), 2000. IV. On or about (Insert date), 2000, _________________ merged with _________________ to form _________________. V. On (Insert date), 2000, _________________ entered into a non-competition agreement with _________________. Said non-compete agreement was made in conjunction with, and as a condition of; an asset purchase agreement providing for the sale of _________________ to _________________. (See "Exhibit A") VI. Said non-competition agreement provided, in relevant part, that _________________ was to refrain from having any interest in any competitive business for a period of five (5) years from the date of the closing of the heretofore mentioned asset purchase agreement. VII. The closing date of the asset purchase agreement occurred on or about (Insert date), 2000. VIII. On (Insert date), 2000 _________________ entered into an employment agreement with _________________, the aforementioned purchaser of _________________. ("Exhibit B") Said employment agreement contained, in part, a non-competition agreement stipulating restrictive covenants regarding competition which differ in scope and nature from the non-competition agreement entered into between the parties as an express term of their asset purchase agreement. The issue before the Court today is, in essence, which non-competition agreement controls in this situation. IX. According to established (Insert state) case law, a restrictive covenant entered into between a purchaser and seller of a business will receive greater validity than a non-competition clause contained in an employment agreement. (Insert Law Journal cite); citing (Insert case law cite). Therefore, the terms and conditions expressly stipulated within the non-competition clause of the asset purchase agreement, should receive priority over the restrictive covenants as stated within the employment agreement. X. Furthermore, the non- competition restrictions of the asset purchase agreement were shouldered by _________________ as consideration for the monies he was to receive for the sale of _________________. Simply put, _________________ expressly contracted to sell his share in _________________ for a precise and determinable sum of money. In return for said monies, _________________ was to provide _________________ with the assurance that he would not compete for a period of five years. It would be egregiously burdensome to place upon _________________ a greater encumbrance than that for which he contracted. Such a determination would be analogous to ordering _________________ to pay a higher price for the company. XI. That according to the terms of the contract entered into between _________________ and _________________, _________________ has performed his obligation and is now free from the non-competition restriction placed upon him in the contract. XII. WHEREFORE PREMISES CONSIDERED, plaintiff prays as follows:1.That process issue for the defendant requiring them to appear and answer the Complaint so that this Court may determine the status of the non-competition agreement.2. That this Court make a judicial declaration and adjudication, once and for all, that the non- competition agreement contained in the asset purchase agreement controls, and furthermore specifically finds that _________________ has performed as per the terms of said contract, and is thereby released from any obligation arising thereunder.3. Plaintiff prays for general relief. Respectfully submitted,