Fill and Sign the Following Terms and Provisions Form

- 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
Matters or matters relating to a business, (ii) the financial condition of a business, (iii) the performance of business by a business, (iv) plans or strategy of a business or any related services, (v) proposed mergers or acquisitions of business, (vi) the performance of a person as a consultant to a person, including the compensation of a consultant, (vii) information concerning a business that is in violation of applicable non-public information laws, (viii) information with respect to a person's financial condition, or (ix) the performance of a person or business. “secured creditor" means the person by whom or on whose behalf the debtor entered into this non-competition agreement as a result of a default. “secured creditors representative" means a person who is an officer, director, employee, or agent of or related to a secured creditor, or a person who has the authority to act for a secured creditor, to accept and accept an assignment of any security interest or to execute other documents necessary for effecting the assignee's, assignee's, and other assignee's obligations under this agreement or other related agreements in connection with the execution of this agreement or such other agreements, except as otherwise provided in paragraph 2. “secured creditor representative" includes a person, in the capacity hereinafter described, who is the representative, attorney or otherwise, to the secured creditor, when performing any duty connected with the performance of a loan, mortgage, security agreement, or any other transaction.. “securitization" means the securitization of personal property under an operating agreement and includes the financing of, the issuance of or the pledging or transferring by or on behalf of a corporation or financial institution of any obligations or securities secured by personal property or for personal property. “secured party" means a person who has a security interest in personal property pursuant to a security agreement. “stakeholder" means a person who, in accordance with the terms of a credit agreement or other similar agreement, has an interest of a type, quality, extent, or type generally recognized as a financial interest of a person, and including a partnership as defined in sec. 4 of chapter 7a. “stakeholder representative" means a person, in the capacity hereinafter described, who is a partner, officer, director, employee, or agent of or related to a stakeholder, when performing a duty connected with the performance of a loan, mortgage, security agreement, or any other transaction.