Exhibit 10.36
AGREEMENT NOT TO COMPETE
This Agreement not to compete by and between Dr. Alo Ghosh, 100% shareholder of
Techna Consultancy Private Limited, a company registered under the Indian
Companies Act (to be henceforth referred to as Shareholder) and Research
Engineers, Inc., a Delaware Corporation (to be henceforth referred to as The
Company) is made and entered into as of this First day of October 1998.
Recitals
A. Shareholder will receive a sum of two hundred and fifty three thousand and
nine hundred and eighty six thousand dollars ($253,986) October 1, 1998, in
exchange for a written, signed and duly executed Agreement for not competing
with The Company.
B. Techna Consultancy, Private, Limited and The Company have an Agreement
whereby Techna Consultancy, Private, Limited is selling its assets to
Research Engineers (India) Private Limited, a wholly owned subsidiary, of
Research Engineers, Inc. Pursuant to and as a succeeding part to a
Sale-of-Assets Agreement, The Company is also acquiring an assurance from the
100% Shareholder of Techna Consultancy, Private, Limited, that the
Shareholder will not compete with The Company and thereby impair the goodwill
of the assets being purchased by The Company through its Indian subsidiary.
As part of the sale covenants, The Company wishes to restrict the 100%
Shareholder of Techna Consultancy, Private, Limited from certain competitive
activities.
Agreement
Now therefore, for and in consideration of the foregoing recitals and the
respective covenants, agreements and representations contained herein, the
parties hereto agree as follows.
1. Shareholder agrees not to operate any business in India, Pakistan,
Bangladesh, Sri Lanka, Nepal, Bhutan, Afghanistan, Iran and all Middle Eastern
Countries similar to the business conducted by Techna Consultancy, Private,
Limited as of the effective date of this Agreement.
2. Shareholder will not directly or indirectly solicit or otherwise deal with
any existing client of Techna Consultancy, Private, Limited in India, in a
manner designed to (or that could) take business away from the buyer of its
assets, The Company. Shareholder, on behalf of Techna Consultancy, Private,
Limited will notify its current clients accordingly, through a letter that will
be prepared in consultation with The Company, within 45 days of this agreement
being effective.
3. For a period of two years, after the closure of this Non-Compete Agreement,
Shareholder will not solicit or otherwise induce any employee of The Company to
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terminate his/her employment interest with The Company. In addition, Shareholder
shall not solicit those employees of Techna Consultancy, Private, Limited
offered employment by The Company, prior to closure of this Non-Compete
Agreement. For a period of two years, after the closure of this Non- Compete
Agreement, The Company shall not solicit or induce any employee of Techna
Digital, Techna International, and Techna Institute and/or their subsidiaries
and affiliates to terminate his/her employment interest with these entities. The
covenant for non-solicitation of each party's employees, for a period of two
years, shall be applicable on a worldwide basis
4.The duration of this Non-Compete Agreement with The Company is for a period of
ten years commencing from October 1, 1998. However, insofar as the employees of
either party are concerned, the mutual non-solicitation-of-employees covenant
shall be valid and enforceable for a period of two years only. Furthermore, the
geographic area covered by this Agreement is restricted to the countries listed
above.
5. Notwithstanding the foregoing, nothing in this Agreement shall prevent
Shareholder to engage in competition with businesses, subsidiaries, or
affiliates of The Company other than the business Techna Consultancy, Private,
Limited is currently engaged in. Similarly, nothing in his Agreement shall
prevent The Company to engage in competition with any business, affiliate, or
subsidiary of Shareholder.
6. At the time of signing of this Agreement, The Company will pay Shareholder
the sum of $253,986 by direct wire transfer to an account which has been
designated by Shareholder. This amount will be transmitted within one business
day of signing of this Agreement, failing which this entire Agreement will be
null and void.
7.This Agreement, and all documents executed and delivered hereunder, shall be
deemed to be contracts under the laws of the US courts and for all purposes
shall be construed and governed under such laws. Any suit or other action to
enforce any provision of this Agreement or to obtain any remedy with respect
hereto shall be brought in any US Court with competent jurisdiction sitting in
the State of California.
8.Although this Agreement is signed on October 15th, 1998, the Agreement shall
be effective from October 1, 1998.
Signed, agreed and accepted this 15th day of October 1998.
/S/ DR. ALO GHOSH /S/ XX. XXXXX XXXXXXXXXX
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Dr. Alo Ghosh Xx. Xxxxx Xxxxxxxxxx
Shareholder Executive Vice President
Techna Consultancy, Pvt. Ltd. Research Engineers, Inc.
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