NON-COMPETE AGREEMENT
This Non-Compete Agreement (this "Agreement") is made effective as of
June 10, 1998, by and between Ameri-can Railway Systems, Incorporated,
of 000 Xxxxxx Xxxxxx, Xxxxxxxxx, Xxx Xxxx,00000, and Non-competer, of
Xxxxx X. Xxxxx.
In this Agreement, the party who is requesting the non-competition
from the other party shall be referred to as "ARS", and the party who
is agreeing not to compete shall be referred to as "NC".
ARS has created certain technology and business strategies related to
automated railway crossings and railway communications (hereinafter
called the "Technology").
1. NON-COMPETE COVENANT. For a period of 2 years after the effective
date of this Agreement, NC will not directly or indirectly engage in
any business that competes with ARS. This covenant shall apply to the
geographical area that includes North America.
2. NON-SOLICITATION COVENANT. For a period of two years after the
effective date of this Agreement, NC will not directly or indirectly
solicit business from, or attempt to sell, license or provide the same
or similar products or services as are now provided to, any customer
or client of ARS.
Further, for a period of 2 years after the effective date of this
Agreement, NC will not directly or indirectly solicit, induce or
attempt to induce any employee of ARS to terminate his or her
employment with ARS.
3. PAYMENT. ARS will pay compensation to NC for the covenants of NC
in the amount of $100.00. This compensation shall be payable in a lump
sum in shares of ARS valued at $0.20 (500 shares) upon execution of
this agreement.
4. CONFIDENTIALLY. NC will not at any time or in any manner, either
directly or indirectly, use for the personal benefit of NC, or
divulge, disclose, or communicate in any manner information that is
proprietary to ARS. NC will protect such information and treat it as
strictly confidential. The obligation of NC not to disclose
confidential information shall continue for a period of 5 years after
the effective date of this agreement.
5. ENTIRE AGREEMENT. This Agreement contains the entire agreement of
the parties regarding the subject matter of this Agreement, and there
are no other promises or conditions in any other agreement whether
oral or written.
6. SEVERABILITY. If any provision of this Agreement shall be held to
be invalid or unenforceable for any reason, the remaining provisions
shall continue to be valid and enforceable. If a court finds that any
provision of this Agreement is invalid or unenforceable, but that by
limiting such provision it would become valid and enforceable, then
such provision shall be deemed to be written, construed, and enforced
as so limited,
7. INJUNCTION. It is agreed that if NC violates the terms of this
Agreement, money damages will be insufficient to compensate ARS.
Therefore, ARS will be entitled to seek injunctive relief (i.e., a
court order that requires NC to comply with this Agreement) to enforce
the terms of this Agreement.
Protected Party:
Ameri-can Railway Systems, Incorporated.
/s/ Xxxxxx Xxxxxxx
By: /s/ Xxxxx X. Xxxxx
__________________________________________
Ameri-can Railway Systems, Incorporated.
