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EXHIBIT 10.21
NON-COMPETITION, CONFIDENTIALITY AND
CONTINUITY OF BUSINESS DEALINGS
UNDERTAKING
This NON-COMPETITION AND CONTINUITY OF BUSINESS DEALINGS UNDERTAKING
dated April ___, 1998 by Xxxxxxx Xxxxxxxx, doing business under the name Protech
Carpet Cleaning and Flood Restoration ("Seller"), in favor of VENTURI TECHNOLOGY
ENTERPRISES, INC., a Nevada corporation (hereinafter called the "Company").
W I T N E S S E T H:
WHEREAS, the Company has entered into an Agreement of Purchase and Sale
of Assets, dated April ___, 1998 (the "Agreement"), with Seller pursuant to
which the Company is to purchase and the Seller is to sell, all of Seller's
business, assets, properties, goodwill and rights (the "Seller's Assets"); and
WHEREAS, the Agreement requires that Seller execute and deliver this
Undertaking pursuant to which the rights of Sellers compete against the Company
or disclose the Company's confidential information is restricted so as to
protect the Company's proprietary rights and interests.
NOW, THEREFORE, in consideration of One Dollar ($1.00) and other good
and valuable consideration, the receipt of which by the undersigned is hereby
acknowledged, and in order to induce the Company to purchase the Seller's Assets
pursuant to the terms of the Agreement, the undersigned hereby undertakes and
agrees as follows:
1. Non-Competition. The undersigned agrees that he will not,
for a period of two (2) years from the date of the closing of the
transactions contemplated by the Agreement (hereinafter called the
"Closing"), or, if the undersigned shall be or become an employee of
the Company, for a period of one (1) year after the termination of
undersigned's employment, whichever is later (the "Limited Period"),
directly, or indirectly, constructively or beneficially, anywhere in
the United States or Canada or within the geographical area or
territory where the business of Seller is presently being conducted or
may from time to time be conducted by the Company during the Limited
Period, own, manage, operate or control, or participate in the
ownership, management, operation or control of, or be connected with or
have any interest in, as a stockholder, director, officer, employee,
agent, consultant, partner, officer, employee, agent, consultant,
partner or otherwise, (a) any business which manufactures, produces,
sell or distributes carpet cleaning solutions, solvents, chemicals,
formulas, tools or equipment or any other products similar to those
that have been manufactured, produced, sold or distributed by the
Company or which are competitive therewith or (b) any other business
which is competitive
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with any business conducted by the Company or any of its subsidiaries
during the Limited Period; provided, however, that nothing contained
herein shall prohibit the undersigned from owning (beneficially or
record title) less than 5% of any class of securities listed on a
national securities exchange or traded publicly in the over-the-counter
market. If any of the provisions of this paragraph is held to be
unenforceable because of the scope, duration or area of its
applicability, the court making such determination shall have the power
to modify such scope, duration or area or all of them, and such
provision shall then be applicable in such modified form.
2. Confidentiality. Seller shall not disclose to any third
party or use in any way for his own or another's benefit any of the
Company's Confidential Information as defined herein. Seller shall not
copy or create documents containing Company's Confidential Information
without the prior written approval of Company. All such copies and
documents shall be returned to Company or destroyed upon Company's
request. For purposes of this Agreement "Confidential Information"
includes, but is not limited to, intellectual property, customer names
or lists, the names or any lists of any employees, consultants,
contractors or advisors, any strategies, plans, forecasts, systems,
processes, procedures, techniques, methods, technologies, software,
hardware, ideas, products, specifications, data, formulas, patterns,
compilations, programs, devices, methods, contracts, records, manuals,
policies, financial information and any other business information;
provided, however, that the foregoing shall not be considered to be
confidential if and to the extent that it is publicly known or
nonproprietary generic knowledge. Seller acknowledges that Company owns
such Confidential Information and that Seller is not acquiring any
right, title or interest in or to such Confidential Information.
3. Continuity of Business. The undersigned will use his best
efforts to preserve the business of Seller, to keep available to the
Company the services of Seller's present employees and agents and to
preserve for the Company Seller's present business relations with its
suppliers, distributors, customers and others, and the undersigned
shall not, either before or after the Closing, commit any act, or in
any way assist others to commit any act, which will injure the Company
or the business heretofore conducted by Seller.
4. Enforcement. Since the Company will be irreparably damaged
if the provisions hereof are not specifically enforced, the Company
shall be entitled to an injunction restraining any violation of this
Undertaking by the undersigned (without any bond or other security
being required), or any other appropriate decree of specific
performance. Such remedies shall not be exclusive and shall be in
addition to any other remedy which the Company may have.
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This Undertaking shall inure to the benefit of the Company and its
successors and assigns, shall be binding upon the undersigned and his or its
successors and assigns and may not be modified or terminated orally.
SELLER:
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XXXXXXX XXXXXXXXX, doing business
under the name Protech Carpet Cleaning
and Flood Restoration
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