EXHIBIT 6.19
NON-COMPETITION AGREEMENT
-------------------------
This Non-Competition Agreement (Agreement) is made this 28th day of July, 1999,
and entered into between 1-800-AutoTow Gulf Coast S.W., Inc., a Texas
corporation ("Company"), and Xxxxxxx X. Xxxxxxxx.
AGREEMENT
1. In consideration, Xxxxxxx X. Xxxxxxxx covenants and agrees that for a
period of five (5) years Xxxxxxx X. Xxxxxxxx shall not;
(a) for her own account or either as agent, consultant or
servant, 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;
(d) call upon any prospective acquisition candidate,
on his behalf or on behalf of any competitor in the
vehicle towing or transport business; or
1
(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
Xxxxxxx X. Xxxxxxxx of any of the provisions in
Paragraph 1 hereof, Company shall be entitled to an
injunction restraining Seller 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 Xxxxxxx X. Xxxxxxxx. 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.
2
(g) The existence of any claim or cause of action by
Xxxxxxx X. Xxxxxxxx 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
Xxxxxxx X. Xxxxxxxx arising from Xxxxxxx X.
Xxxxxxxx'x 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 Xxxxxxx X. Xxxxxxxx in any such action or
proceeding to enforce the provisions of this
agreement.
1-800-AutoTow Gulf Coast S.W., Inc.
/s/ Xxxxxx X. Xxxxxxx /s/ Xxxxxxx X. Xxxxxxxx
--------------------- --------------------
Xxxxxx X. Xxxxxxx Xxxxxxx X. Xxxxxxxx
President
3
