Fill and Sign the Non Competition Agreementfree Legal Forms

- 1 - NON-COMPETITION AGREEMENT THIS AGREEMENT is made this the ____ day of _________________, 20____, by and between ________________________, (the "Purchaser") and ________________________ (the "Seller") under the following circumstances: A. On the ____ day of _________________, 20____, Purchaser and Seller entered into an Asset Purchase Agreement ("Purchase Agreement") pursuant to which Purchaser agreed to purchase from Seller certain assets devoted to ________________________ at the facilities of Seller located at: _______________________________________________________________________. B. The Purchase Agreement provides that Purchaser and Seller will enter into this Non-competition Agreement at the closing of the transactions contemplated by the Purchase Agreement as an inducement to Seller and Purchaser to enter into the Purchase Agreement. C. The value of the Business and the value of the Retained Business would be severely affected and materially impaired if the Seller and the Purchaser were to enter into full competition with each other. D. Execution of this Non-competition Agreement is a material condition to Purchaser's agreement to acquire the Business and to Seller's agreement to sell the Business. NOW, THEREFORE, the parties agree as follows: Section 1. Definitions. Except as otherwise indicated, capitalized terms used herein are defined as set forth in the Purchase Agreement. As used in this Non-competition Agreement, the following terms have the following meanings: 1.1 "Confidential Information" means (i) any information with respect to
s business which is, or which is likely to become, available by virtue of this contract, (ii) any information of any nature which relates to the business in which seller is engaged, and (iii) any commercial or other confidential information of seller, except any information relating to the business in which seller is not engaged and which cannot in any event reasonably be expected to have a material adverse effect on this transaction. “non-competition agreement" means the agreement described in section 3. “permitted investment", with respect to a transaction contemplated by this non-competition agreement, means any investment in a company or corporation by a public or private entity, other than a purchase by a purchaser of business, pursuant to which: a. The shareholder is entitled to an equity interest, other than an ownership interest in equity of a partnership, limited partnership, limited liability partnership or corporation; and b. In addition to the investor's ordinary rights, the investment: (i) is investment in property of the specified character, whether tangible or intangible, located within the United States of (a) the united states such that (i) no business property of the corporation exists in a foreign country and the corporation is controlled by, or is controlled by an affiliate of, the shareholder or by an affiliate of an affiliate of the shareholder, and (ii) the corporation is not a controlled corporation at all times during the period of ownership of an investment pursuant to which such ownership is acquired, and (ii) the transaction is not a transaction described in section 6(d)(2)(a) of the investment company act, 15 80a-6(d)(2)(a). "person" has the same meaning as in the investment company act. “restricted company" means any limited liability company, partnership or corporation incorporated under the laws of any state or of any territory, or under the laws of any foreign country, as amended from time to time in accordance with the provisions of the laws of the United States which prohibit public corporations or members of foreign governments, or corporations of such foreign governments, from making investments or taking investments with respect to their shares. “restricted person" means any person specified in section 12(a) of the securities exchange act of 1934 which is engaged in the business of investing in securities, or which at the date of entering into this non-competition agreement is engaged in the business of investing in securities, which shall not be a restricted company. “salesperson" means the purchaser and