Exhibit 10.32
FORM OF
NON-COMPETITION AND NON-SOLICITATION AGREEMENT
This agreement is made between Streamline, Inc., a Delaware corporation
(hereinafter referred collectively with its subsidiaries as the "Company"), and
___________________ (the "Employee").
In consideration of the employment or continued employment of the
Employee by the Company, the Employee and the Company agree as follows:
1. NON-COMPETITION.
(a) While the Employee is employed by the Company and for a period of
two years after the termination or cessation of such employment
for any reason, the Employee will not directly or indirectly:
(i) as an individual proprietor, partner, stockholder, officer,
employee, director, joint venture, investor, lender,
consultant, or in any other capacity whatsoever (other than
as the holder of not one more than one percent of the
combined voting power of the outstanding stock of a
publicly held company), develop, design, produce, market,
sell or render (or assist any other person in developing,
designing, producing, marketing, selling or rendering)
products or services competitive with those developed,
designed, produced, marketed, sold, or rendered by the
Company while the Employee was employed by the Company; or
(ii) solicit, divert or take away, or attempt to divert or take
away, the business or patronage of any of the clients,
customers or accounts, or prospective clients, customer or
account, of the Company which were contacted, solicited or
served by the Employee while employed by the Company.
(b) If the Employee violates the provisions of Section 1(a), the
Employee shall continue to be bound by the restrictions set forth
in Section 1(a) until a period of two years has expired without
any violation of such provisions.
2. NON-SOLICITATION.
(a) While the Employee is employed by the Company and for a period of
two years after the termination of cessation of such employment
for any, the Employee will not directly or indirectly recruit,
solicit or hire any employee of the Company, or induct or attempt
to induce any employee of the Company to terminate his/her
employment with, or otherwise cease his/her relationship with,
the Company.
(b) If the employee violates the provisions of Section 2(a), the
Employee shall continue to be bound by the restrictions set forth
in Section 2(a) until a period of two years has expired without
violation of such provisions.
3. MISCELLANEOUS.
(a) NO CONFLICT. The Employee represents that the execution and
performance by him/her of this agreement does not and will not
conflict with or breach the terms of any other agreement by which
the Employee is bound.
(b) NOT EMPLOYMENT CONTRACT. The Employee acknowledges that this
Agreement does not constitute a contract of employment and does
not imply that the Company will continue his/her employment for
any period of time.
(c) INTERPRETATION. If any restriction set forth in Section 1 or 2 is
found by any court of competent jurisdiction to be unenforceable
because it extends for too long a period of time or over too
great a range of activities or in too broad a geographic area
as to which it may be enforceable.
(d) SEVERABILITY. The invalidity of unenforceability of any provision
of this Agreement shall not affect the validity or enforceability
of any other provision of this Agreement. If any restriction
contained herein is found by a court of competent jurisdiction to
be unenforceable because it extends for too long a period of time
or over too great a range of activities, then it is to extend
only over a maximum period of time or range of activities as
to which it may be enforceable.
(e) WAIVER OF RIGHTS. No delay or omission by the Company is
exercising any right under this Agreement will operate as a
waiver of that or any other right . A waiver or consent given by
the Company on any one occasion is effective only in that
instance and will be construed as a bar to or waiver of any
right on any other occasion.
(f) EQUITABLE REMEDIES. The restrictions contained in this Agreement
are necessary for the protection of the business and goodwill of
the Company and are considered by the Employee to be reasonable
for such purpose The Employee agrees that any breach of this
Agreement is likely to cause the Company substantial and
irrevocable damage and therefore, in the event of any such
breach, the Employee agrees that the Company, in addition to
such other remedies which may be available, shall be entitle
to specific performance and other injunctive relief.
(g) ASSIGNABILITY. The Company may assign this Agreement to any other
corporation or entity which acquires (whether by purchase,
merger, consolidation or otherwise) all or substantially all
of the business and/or assets of the Company.
(h) GOVERNING LAW. This Agreement shall be governed by and construed
in accordance with the laws of the Commonwealth of Massachusetts.
Any action, suit, or other legal proceeding which is commenced to
resolve any matter arising under or relating to any provision of
this Agreement shall be commenced only in a court of the
Commonwealth of Massachusetts (or, if appropriate, a federal
court located within Massachusetts), and the Company and the
Employee each consents to the jurisdiction of such a court.
THE EMPLOYEE ACKNOWLEDGES THAT HE/SHE HAS CAREFULLY READ THIS AGREEMENT AND
UNDERSTANDS AND AGREES TO ALL OF THE PROVISIONS IN THIS AGREEMENT.
WITNESS our hands and seals:
STREAMLINE, INC.
Date: BY:
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Xxxxxxx X. XxXxxxx
Chairman and CEO
EMPLOYEE
Date:
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(Signature)
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(print name)
