Exhibit 10.5
COVENANT NOT TO COMPETE
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THIS COVENANT NOT TO COMPETE, made this 13 day of January, 2006, by GLOBAL
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TECHNOLOGY COMPONENTS, LLC, a Florida limited liability company, ("Buyer), and
XXXXX X. XXXXXXXX, individually and as President of TELESIS TECHNOLOGY
CORPORATION, a Florida corporation, ("Seller").
WHEREAS, on the 12th day of December, 2005 a Standard Asset Purchase
Contract and Receipt ("Contract") was executed by Buyer and Seller whereby Buyer
agreed to purchase all of the operating assets used in Seller's business under
the name of TELESIS COMMERCIAL PRODUCTS DIVISION and located at 0000 00xx Xx.
X,, Xxxx X., Xxxxxxxx, XX 00000, Xxxxxxx; and
WHEREAS, paragraph 30 of the Contract referenced above provides for a
covenant not to compete and the parties hereto further desiring to have the
covenant not to compete run in favor of the Buyer and to bind the Seller;
NOW, THEREFORE, in consideration of the sum of Ten Dollars ($10.00) and the
mutual covenants, agreements, representations and warranties contained in that
certain Asset Purchase Agreement above referenced, the Seller agrees as follows:
1. Covenant Not to Compete. Seller agrees that it shall not, directly or
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indirectly, as an employee, proprietor, agent, distributor, stockholder,
partner, officer, director or otherwise, for a period of Five (5) years after
January 13,2006, be employed by, engaged in, acquire an ownership interest in,
or render advice or assistance to any business worldwide, which in any way
competes directly or indirectly with the business being conducted by Buyer.
2. Not to Solicit Customers. That Seller will not, for a period of Five (5)
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years after January 13, 2006, solicit any clients of the business or divert
business from any client or account of the business of Buyer.
3. Not to Solicit Employees. That Seller will not, for a period of Five (5)
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years after January 13, 2006, directly or indirectly solicit for employment, any
employee of Buyer or former employee of Seller.
4. Remedies. The undersigned acknowledge that a violation of any covenants
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contained in the preceding paragraphs will cause irreparable damage to the
Buyer, the exact amount of which will be impossible to ascertain and, for that
reason, the undersigned further agree that, in the event of such violation,
whether actual or threatened, Buyer shall be entitled, as a matter of course, to
an injunction and to an accounting and a repayment of all compensation and other
benefits that they realized or may realize in connection with such violation, in
addition to such other remedies as the Buyer may have, Should it become
necessary for Buyer to file suit to enforce the terms of this covenant and Buyer
prevails, Seller agrees to pay all costs expended by Buyer including court
costs, attorney's fees and reasonable attorney's fees and costs through trial
and appeal.
5. Reasonableness of Restrictions. The undersigned have carefully read and
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considered the above provisions and agree that those restrictions, including but
not limited to the time period and the geographical area covered, are
reasonable, fair, and required for the protection of Buyer's interests.
6. Severability. In the event that any of the above provisions are found to
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be invalid or unenforceable, the remaining provisions shall be severed and
continue to be valid and enforceable. In the event any restriction is found by a
court of competent jurisdiction to be unreasonable, the time period,
geographical area or other restrictions deemed reasonable and enforceable by the
court shall become applicable restrictions under this agreement.
7. Modification. This agreement may not be modified orally but only by an
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agreement in writing signed by the party against whom any modification is
sought. Any other attempted modification of any provisions shall be void and not
admissible in evidence in any action arising from this agreement.
8. Parties Bound; Assignment. This agreement shall enure to the benefit of
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and be binding upon the undersigned, their successors, heirs, legal
representatives and assigns. Buyer may assign this agreement, the undersigned
may not assign this agreement. The undersigned agree that upon such assignment,
all of their obligations to the Buyer hereunder shall be obligations to the
Assignee.
9. Governing Law; Venue. This agreement shall be governed in all respects
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by the laws of the State of Florida.
10. Default. This Agreement shall be null and void if there is a default
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under the Note and the assets are taken back by the holder of the Note by
foreclosure or otherwise.
IN WITNESS WHEREOF, the Seller has executed this agreement the day and year
first above written.
WITNESSES: TELESIS TECHNOLOGY CORPORATION
/s/ Xxxxxxx Xxxxx /s/ Xxxxx X. Xxxxxxxx
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BY: XXXXX X. XXXXXXXX
ITS PRESIDENT AND INDIVIDUALLY
/s/ Xxxxx Xxxxxxxx
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GLOBAL TECHNOLOGY
COMPONENTS, LLC
/s/ Xxxxxxx Xxxxx /s/ Xxxxx X. Xxxxx
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BY: XXXXX X. XXXXX
ITS MANAGING MEMBER
/s/ Xxxxx Xxxxxxxx
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STATE OF FLORIDA
COUNTY OF SARASOTA
The foregoing instrument was acknowledged before me this 13 day of January,
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2006, by XXXXX X. XXXXXXXX. who is personally known to me or who has produced a
Driver's License as identification.
/s/ Xxxxxxx X. Xxxxxx
[SEAL] ------------------------
Notary Public
My commission expires:
May 11, 0000
XXXXX XX XXXXXXX
XXXXXX XX XXXXXXXX
The foregoing instrument was acknowledged before me this 13 day of January,
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2006, by XXXXX X. XXXXX, who is personally known to me or who has produced a
Driver's License as identification.
/s/ Xxxxxxx X. Xxxxxx
[SEAL] ------------------------
Notary Public
My commission expires:
May 11, 2009
