NON-COMPETE AGREEMENT
This
NON-COMPETE
AGREEMENT
is
entered into as of the 1st
day of
November
2007
by and
between Sitestar Corporation (the “Company”) and United Systems Access, Inc.
(“Seller”).
For
value
received in relation to this Transaction for good and valuable consideration
the
receipt and sufficiency of which are hereby acknowledged, Company and Seller
hereby agre as follows:
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1.
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During
the Restricted Period, the Seller
will
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a.
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Not
directly or indirectly compete with the business of the Company and
it
successors and assigns with regard to the dial-up Internet access
business. Nothing herein shall limit the ability of Seller to provide
web
hosting services. Nothing herein shall limit the ability of Seller
to
acquire an enterprise that includes dial-up Internet access as an
ancillary part of its business, provided that Seller divests itself
of
such dial-up Internet business within a reasonable time. Nothing
herein
shall limit the ability of Seller to provide dial up Internet access
to
its commercial customers as a back-up method of accessing the Internet.
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b.
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Not
induce or attempt to persuade any former, current or future employee,
agent, manager, consultant, director, or other participant in the
Company’s business to terminate such employment or other relationship in
order to enter into any relationship with the Seller, any business
organization in which the Seller is a participant in any capacity
whatsoever, or any other business organization in competition with
the
Corporation’s business; or
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c.
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Not
use contracts, proprietary information, trade secrets, confidential
information, customer lists, mailing lists, goodwill, or other intangible
property used or useful in connection with the Company’s business as it
pertains to Internet access except in connection with Seller’s web hosting
business.
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d.
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Retain
information related to the dial-up Internet business which is set
forth as
confidential and will not use said information on his or her own
behalf or
disclose same to any third party.
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e.
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Not
compete by means of solicitation or other dealings with the Company’s
vendors, customers, or suppliers.
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f.
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Refer
all inquires for dial-up Internet access service to Buyer
exclusively.
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2.
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For
purposes of this Agreement, the following terms shall have the following
meanings:
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a.
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“Restricted
Period”
shall mean five (5) years from the date of this
Agreement.
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1
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b.
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“Restricted
Area”
shall include all of the states of the United States and all the
Provinces
of Canada.
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c.
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“not
compete”
as used herein shall mean that the Seller shall not (i) solicit any
current or inactive dial-up Internet access customer sold or transferred
to the Buyer for the purpose of selling dial-up Internet access;
(ii)
market and/or sell dial-up Internet access services to retail or
wholesale
customers (the “Restricted Business”), provided, however, that nothing
herein shall limit the ability of Seller to provide web hosting services
and nothing herein shall limit the ability of Seller to provide dial
up
Internet access to its commercial customers as a back-up means of
accessing the Internet.
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d.
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“indirectly”
as used in paragraph above, includes acting as a paid or unpaid director,
officer, agent, representative or consultant to any enterprise, or
acting
as a proprietor of an enterprise, or holding any direct or indirect
participation in any enterprise as an owner, partner, limited partner,
joint venture, shareholder, or
creditor.
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3.
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Notwithstanding
anything herein to the contrary, the Seller may own less than five
percent
of the outstanding equity securities of a corporation that is engaged
in
the Restricted Business if the equity securities of such corporation
are
listed for trading on a national stock exchange or are registered
under
the Securities Exchange Act of
1934.
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4.
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If
any portion of this Agreement shall be invalid or unenforceable,
such
invalidity or unenforceability shall in no way be deemed or construed
to
affect in any way the enforceability of any other portion of this
Agreement. The parties hereto specifically agree that the consideration,
term, territory and scope of this Agreement are reasonable and Company
and
Seller waive any claim or defense to the enforcement of same which
are
based on the reasonableness of the consideration, term, territory,
or
scope of this Agreement.
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5.
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If
any Court in which Company seeks to have the provisions of this Agreement
specifically enforced determines that the activities, time or geographic
area hereinabove specified are too broad, such Court may determine
a
reasonable activity, time or geographic area and shall specifically
enforce this Paragraph for such activity, time and geographic
area.
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6.
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This
Agreement shall be construed in accordance with the laws of the
Commonwealth of Virginia without regard to its choice of law
provisions.
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2
Executed
this ______ day of _________ 2007.
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SELLER:
UNITED
SYSTEMS ACCESS, INC.
By:
________________________________
L.
Xxxxxxx Xxxx , President
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