Fill and Sign the Release and Waiver of Claims and Non Competition Agreement Form

- 1 - NON-COMPETITION AGREEMENT THIS AGREEMENT is made this ____ day of _________, 20__ by and between _______________, a _______________ corporation (the "Purchaser") and _______________ (the "Seller") under the following circumstances: A. On _______________, 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 the design, manufacture and sale of plastic injection molds, dies, fixtures and other tooling 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 Purchaser's or Seller's customers, accounts, costs, plans, business policies, programs, formulae, products, know-how, trade secrets, suppliers, pricing policies or rates, marketing techniques, or any other information which may now or in the future be considered by Purchaser or Seller to be confidential or proprietary, (ii) reports, memoranda, correspondence, and other writings belonging to Purchaser or Seller, which may have been produced by or come into the possession of Purchaser or Seller in the course of its ownership or operation of the Business or the Retained Business, excluding any of the foregoing which is in the public domain. 1.2 "Retained Business" means the business and assets of Seller being retained by it. 1.3
3 — page 40 - 1 1 - 1 1 - 1 8 1. Confidential information. Notwithstanding anything contained in the terms and conditions of the purchase agreement, any customer of purchaser or any employee of seller may make use, in the sole discretion of purchaser or seller, of any confidential information concerning such customer, employee or business facility as may be readily ascertained by utilizing the business information network or database of purchaser or seller (as that term is defined in † 6-102) or as may be obtained from public or commercial sources, on the internet, from any source that is readily available and on any other internet site, including public and commercial channels, for the purpose of making a final acquisition decision in connection with the purchase of the assets of a business. Notwithstanding the foregoing, this non-competition agreement is void and inapplicable to such customer and employees. Notwithstanding the foregoing, any confidential information as described in the above sentence may be used by purchaser and seller, or by purchaser's parent company or any related party, in connection with the purchase of the assets of a business. Notwithstanding the foregoing, this non-competition agreement is void and not effectuated with respect to the following customers: 1. Any parent company of seller. 2. Any related party. 3. Any entity, other than a former related party, which has any interest or ownership interest with respect to any customer, employee or business facility. 4. Former customers of seller. 5. Employees of a former customer (except employees of any parent company). Notwithstanding the above, this non-competition agreement is effectuated with respect to the following employees: • the current employees of seller, • any employee previously employed by a former customer or former employees previously employed by a former related party who are currently performing service for a purchaser, or former customers, or former employees formerly employed by a former related party who are performing service for seller or former customers. This non-competition agreement can also be obtained through an agency agreement with regard to the foregoing employees. Section 2. The non-competition agreement. As used in this section, the following terms and conditions shall be read as follows: (i) " disclosure to buyer. For the purpose of this non-competition agreement, no employee of seller shall disclose information relating to a customer, employee or business facility to a buyer unless the disclosure is in connection with the purchase of the assets of that customer, employee or business facility. “ (ii) " non-competition agreement " ; (a) (