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EXHIBIT 10.7
NON-COMPETITION AGREEMENT
AGREEMENT between UNICCO Service Company, a Massachusetts business trust
with offices at Four Xxxxxx Xxxxx, Xxxxxx, XX 00000 ("Company"), and Xxxx
XxXxxxxxxxxx ("Employee").
WHEREAS, Employee has this day entered into an amendment to his
employment agreement (such agreement, as amended, the "Agreement") with the
Company; and
WHEREAS, this agreement is a material inducement for the Company to
enter into the amendment with Employee;
NOW THEREFORE, in consideration of the covenants herein contained, the
parties hereto agree as follows:
(a) Employee agrees, provided the Company complies in a timely manner
with its obligations under the Agreement, that during the term of his employment
by the Company and for a period of two (2) years after the termination of his
employment with the Company in accordance with the terms of the Agreement (the
"Restriction Period"), he shall not directly or indirectly:
(i) solicit any customer (except on behalf of the Company) for a
Competitive Business (as hereinafter defined), or to persuade any customer to
cease to do business or to reduce the amount of business which such customer has
customarily done with the Company, whether or not the relationship between the
Company and such customer was originally established in whole or in part through
Employee's efforts; or
(ii) solicit for employment any person who at any time during the
year preceding the termination of his employment with the Company, was
in the Company's employ.
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As used herein, the term "customer" shall include (i) anyone who
is a customer of the Company on the date hereof. As used herein, the term
"Competitive Business(es)" shall include any business or entity which is in the
office cleaning, facilities service or security business (provided the Company
remains in that business).
(b) Employee also agrees that during the Restriction Period Employee
shall not divulge or publish to anyone any knowledge or information of a
confidential nature relating to the business of the Company without the prior
written consent of the Company.
(c) If Employee commits a breach or is about to commit a breach of any
of the provisions of (a) or (b) above, the Company shall have the right to have
the provisions of this Agreement specifically enforced by any court having
equity jurisdiction without being required to post bond or other security and
without having to prove the inadequacy of the available remedies at law, it
being acknowledged and agreed that any such breach will cause irreparable injury
to the Company and that money damages will not provide an adequate remedy to the
Company; the Company in consideration thereof, waives its right to xxx for such
damages which it may claim it has sustained by reason of such breach.
(d) The parties acknowledge that the type and period of restriction
imposed in the provisions of (a) or (b) above are fair and reasonable and are
reasonably required for the protection of the Company and the goodwill
associated with the business of the Company. If any of the covenants in (a) or
(b) above, or any part thereof, is hereafter construed to be invalid or
unenforceable, the same shall not affect the remainder of the covenant or
covenants, which shall be given full effect, without regard to the invalid
portions. If any of the covenants contained in (a) or (b), or any part thereof,
is held to be unenforceable because of the duration of such provision or the
area covered thereby, or both, the parties agree that the court making such
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determination shall have the power to reduce the duration and/or areas of such
provision and, in its reduced form said provision shall then be enforceable.
(e) For the purposes of this Agreement, reference to the "Company" shall
be deemed to include Unicco Security Services, Inc., Unicco Government Services,
Inc. and Unicco Facility Services Canada Company.
(f) The invalidity or unenforceability of any provision of this
Agreement shall not affect the validity or enforceability of any other provision
of this Agreement. This Agreement constitutes the entire Agreement between the
parties hereto with regard to the subject matter hereof, superseding all prior
understandings and agreements, whether written or oral. This Agreement may not
be amended or revised except by a writing signed by the parties. No delay or
omission by the Company in 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 not be
construed as a bar to or waiver of any right on any other occasion. This
Agreement shall be binding upon and inure to the benefit of the parties hereto
and their respective successors, assigns and legal representatives. The
undertakings of Employee regarding confidentiality include any confidential
information or trade secret of the Company whether or not the same shall or may
have been in part originated, discovered or created by Employee during the
course of normal business hours.
(g) The covenants set forth herein may not be modified, amended,
altered, repealed nor shall they deem to have been abandoned by the Company
unless the Company shall have executed a written instrument which expressly
refers to this Agreement and which expressly sets forth the Company's intent to
so modify, amend, alter or repeal any one or more of the covenants herein set
forth.
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(h) Notwithstanding anything to the contrary herein contained, Employee
shall be free, after the term of his employment with Employer, to work as an
employee, officer, director, consultant or another similar position for
Xxxxx-Allied and any subsidiary or affiliate of Xxxxx-Allied, subject to the
agreements and restrictions set forth herein.
Executed under seal as of the 13th day of January, 1998.
UNICCO SERVICE COMPANY
By: /s/ Xxxxxx X. Xxxxxx
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/s/ Xxxx X. XxXxxxxxxxxx
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Employee
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