EXHIBIT 6.17
NON-COMPETITION AGREEMENT
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This Non-Competition Agreement (Agreement) is made this 28rd day of July, 1999,
and entered into between 1-800-AutoTow Florida, Inc., a Florida corporation
("Company"), and Xxx Xxxxx and Xxxxxx Xxxx Xxxxx.
AGREEMENT
1. In consideration, Xxx Xxxxx and Xxxxxx Xxxx Xxxxx covenant and agree
that for a period of five (5) years they shall not;
(a) for their own accounts or either as agents,
consultants or servants, or as a seller of any
corporation or member of any firm, own, manage,
operate, join, control, or participate in the
ownership, management, operation or control of any
individual, or that division or part of any entity or
business that is in the vehicle towing, transport,
salvage or auction businesses, within one hundred
(100) miles of the Company or any affiliated company
operation;
(b) call upon any person who is, at that time, an
employee of the company or any affiliated company in
a managerial capacity for the purpose or with the
intent of enticing such employee away from or out of
the employ of the Company or any affiliated company;
(c) call upon any person or entity which is, at that time
or which as been, within one (1) year prior to that
time, a customer of the Company, or any affiliated
company for the purpose of soliciting or selling
products or services in direct competition with the
Company, or any affiliated Company;
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(d) call upon any prospective acquisition candidate,
on his behalf or on behalf of any competitor in the
vehicle towing or transport business; or
(e) disclose customers, whether in existence or proposed,
of the Company or any affiliated company, to any
person, firm, partnership, corporation or business
for any reason or purpose whatsoever excluding
disclosure to the Company or any affiliated company.
(f) In the event of an actual or threatened breach by Xxx
Xxxxx and Xxxxxx Xxxx Xxxxx of any of the provisions
in Paragraph 1 hereof, Company shall be entitled to
an injunction restraining Xxx Xxxxx and Xxxxxx Xxxx
Xxxxx from the prohibited conduct without the
necessity of establishing irreparable injury to
Company unless required under Florida law. If a court
of competent jurisdiction should hold that the
duration and/or scope (geographic or otherwise) of
the covenants contained in Paragraph 1 hereof are in
violation of Florida law, then, to the extent
permitted under Florida law, the Circuit Court for
Palm Beach County shall enforce all such covenants
(geographic and otherwise) to the fullest extent
permitted under Florida law and the parties hereto
agree to be bound by same. Nothing herein stated
shall be construed as prohibiting Company from
pursuing any other remedies available to it for such
breach or threatened breach, including the recovery
of damages from Xxx Xxxxx and Xxxxxx Xxxx Xxxxx. In
any action or proceeding to enforce the provisions of
this agreement, or seeking damages for breach or
threatened breach of this agreement, the prevailing
party shall be reimbursed by the other party for all
costs incurred in such action or proceeding
including, without limitation, all court costs and
filing fees, and all reasonable attorneys' fees,
incurred either at the trial level or at all
appellate levels. Such reimbursement, if any, shall
be paid within thirty (30) calendar days after the
rendition of a final order in such action or
proceeding.
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(g) The existence of any claim or cause of action by Xxx
Xxxxx and Xxxxxx Xxxx Xxxxx against Company, shall
not constitute a defense to the enforcement by
Company of the foregoing restrictive covenant.
(h) In the event Company obtains an injunction against
Xxx Xxxxx and Xxxxxx Xxxx Xxxxx arising from Xxx
Xxxxx and Xxxxxx Xxxx Xxxxx' violation of any of the
covenants set forth in this agreement, then all of
the terms of and covenants in this agreement shall
automatically be extended for a period of one (1)
year, with such extension period commencing, without
Order of Court or any writing or other action by the
parties hereto, on the date that an injunction Order
is entered against Xxx Xxxxx and Xxxxxx Xxxx Xxxxx in
any such action or proceeding to enforce the
provisions of this agreement.
1-800-AutoTow Florida, Inc. Xxxxx Towing, Inc.
/s/ Xxxxxx X. Xxxxxxx /s/ Xxx Xxxxx
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Xxxxxx X. Xxxxxxx Xxx Xxxxx
President
/s/ Xxxxxx Xxxx Xxxxx
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Xxxxxx Xxxx Xxxxx
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