Common use of Nonsolicitation and Noncompetition Clause in Contracts

Nonsolicitation and Noncompetition. Subcontractor agrees that during the term of this Agreement and for 12 consecutive months after the termination or expiration of this Agreement, it will not solicit business from any client of PKMG in the State or states in which Subcontractor performs services for PKMG under this Agreement nor will it compete with PKMG in the provision of services of the kind and nature Subcontractor performs for PKMG pursuant to the Work Order or Work Orders. Subcontractor further agrees that the non‐competition and non‐solicitation provisions of this Agreement are necessary to protect PKMG’s legitimate business interests, including, without limitation, the confidential business or professional information and trade secrets of PKMG, the relationships between PKMG and its clients, venders and subcontractors, and the goodwill of PKMG. Subcontractor further agrees that the 12‐month duration and geographical limitations of this Section 15 are reasonable, and enforcement of this provision, whether by injunctive relief, damages or otherwise, is in no way contrary to the public health, safety and welfare. In the event a court of Competent Jurisdiction (defined as the State of Federal Courts located and situated in Miami‐ Dade County, Florida) determines that either the time or geographical limitations of this provision are invalid, the court may establish different time or geographical restriction, and the parties agree to comply with the court’s orders. The parties acknowledge and agree that Subcontractor’s breach of this provision will result in irreparable injury to PKMG not capable of being measured by money damages, and PKMG does not have an adequate remedy at law to redress such injury. Thus, in the event there is a breach or threatened breach of this Section 17 of this Agreement, PKMG shall be entitled to seek and obtain injunctive relief without the posting of a bond in order to enforce the Subcontractor’s non‐solicitation and non‐competition agreement. Subcontractor agrees to reimburse PKMG for all costs and expenses, including attorney’s fees at the trial and appellate levels and in bankruptcy court, in connection with PKMG’s enforcement action. This provision does not limit any other rights and legal or equitable remedies available to PKMG on account of Subcontractor’s breach of this Section.