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NON-SOLICITATION AGREEMENT
This Agreement is made and entered into this 5th day of May, 1995, by and
between MASADA SECURITY, INC., a Delaware corporation ("Masada") and GLOBAL
SECURITY, INC., formerly known as Global Security Systems of Virginia, Inc., a
Virginia corporation (collectively referred to as "Global").
RECITALS
Pursuant to the terms of an Asset Purchase Agreement dated of April
14, 1995 (the "Purchase Agreement"), Masada is purchasing certain of the
assets and properties of Global.
Global is uniquely experienced in the development and operation of
the security alarm system business, and Masada is unwilling to acquire
the assets referenced in the Purchase Agreement without first obtaining the
agreement of Global not to solicit Masada's business.
As an inducement to the consummation of the transactions evidenced by
the Purchase Agreement, Global is willing to issue this Non-Solicitation
Agreement to Masada and acknowledges that valuable direct consideration will
be paid to it as a result of its execution and delivery of this Agreement.
AGREEMENT
NOW, THEREFORE, the parties hereto, in consideration of the mutual
covenants, agreements and specific considerations set forth below, the
sufficiency and adequacy of which are hereby acknowledged, and intending
to be legally bound, agree as follows:
Section 1. Non-Solicitation Covenant. Global shall not in any manner,
directly or indirectly, through any corporation, partnership or any other
entity, solicit or provide security
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monitoring services to any person or entity set forth on Schedules
1(a) and 1(f) to the Purchase Agreement, or otherwise take any action which
would adversely affect Masada's interest in the Alarm Accounts and
Contracts-in-Process (as such terms are defined in the Purchase Agreement)
purchased from Seller. Furthermore, Global shall not use, communicate,
inform or otherwise divulge to any third party any information pertaining to
the persons and entities set forth on Schedules 1(a) and 1(f) to the Purchase
Agreement.
SECTION 2. CONSIDERATION. Global acknowledges that sufficient
and adequate consideration has been paid to it for the execution and delivery
to Masada of this Agreement.
SECTION 3. REMEDIES FOR BREACH. Global recognizes that in the event of
a breach of any covenant herein contained, which breach remains uncured
after five (5) days written notice by Masada, it will be difficult to
determine the damages Masada would suffer, and therefore, Global agrees and
acknowledges that Masada may obtain injunctive relief to prevent further
breaches of the covenants herein contained, in addition to provable
damages. It is specifically understood that in the event of litigation
arising from a breach of the covenants herein contained, Masada shall
be entitled to recover, in addition to damages and injunctive relief, all
costs incurred, including attorneys' fees.
SECTION 4. PARTIAL INVALIDITY. In the event any provision or portion
of this Agreement is deemed to be invalid or unenforceable in whole or
in part for any reason, the remainder shall not be invalidated, rendered
unenforceable, or otherwise adversely affected. Without limiting the
generality of the forgoing, if the provisions of the covenant not to
solicit contained herein
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shall be deemed to create a restriction which is unreasonable as to duration
or geographical area or both, the parties agree that the provisions of this
Agreement shall be enforced for such duration and in such geographical
area as any court of any competent jurisdiction may determine to be
reasonable.
SECTION 5. SUCCESSORS AND ASSIGNS. Global acknowledges that the
covenants contained herein are unique and personal, and that Global may not
assign any of its rights or delegate any of its duties or obligations under
this Agreement. The rights and obligations of Masada under this Agreement
shall inure to the benefit of and be binding upon the successors and
assigns of Masada.
SECTION 6. NOTICES. Any notice required or permitted to be delivered
pursuant to the terms of this Agreement shall be considered to have
been sufficiently delivered within five days after posting, if mailed by U.S.
Mail, certified or registered, return receipt requested, postage prepaid
or, upon receipt by overnight courier maintaining records of receipt by
addressee or if delivered by hand or telecopied with the original notice being
mailed the same day by one of the foregoing methods and addressed as follows:
IF TO MASADA AT:
Masada Security, Inc.
000 00xx Xxxxxx Xxxxx, Xxxxx 000 Xxxxxxxxxx, Xxxxxxx 00000
Attention: Xx. Xxxxx X. Xxxxxxx
FACSIMILE: (000) 000-0000
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WITH COPY TO:
Xxxx & Xxxxxx
000 Xxxxx 00xx Xxxxxx
Xxxxx 0000
Xxxxxxxxxx, Xxxxxxx 00000
Attention: W. Xxx Xxxxxxx, Esq.
FACSIMILE: (000) 000-0000
IF TO GLOBAL AT:
Global Security, Inc.
0000 Xxxxxxxxxx Xxxxxxx
Xxxxxxxx, Xxxxxxxx 00000
Attention: Xxx X. Xxxxxxxx
FACSIMILE: (000) 000-0000
WITH COPY TO:
Xxxxxxxx, Xxxxxx & Xxxxx, P.C.
0000 Xxxxxxx Xxxxx Xxxxxxxx, Xxxxxxxx 00000
Attention: Xxxxxx X. Xxxxxx, III, Esq.
FACSIMILE: (000) 000-0000
or at such other address as the party may designate by ten days advance
written notice to the other party. Notice shall be effective when
delivered to a responsible person at the address of the addressee.
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SECTION 7. WAIVER OF BREACH. The waiver by Masada of a breach of any
provision of this Agreement by Global shall not operate or be construed as
a waiver of any subsequent breach by Global. No waiver shall be valid unless
in writing and signed by an authorized representative of Masada.
SECTION 8. ENTIRE AGREEMENT. This Agreement contains the entire
understanding of the parties and supersedes all prior agreements,
arrangements and communications, whether oral or written, pertaining to the
subject matter hereof. This Agreement may not be modified or amended except by
an agreement in writing signed by each of the parties hereto.
SECTION 9. GOVERNING LAW. This Agreement shall be governed by and
construed in accordance with the laws of the State of Alabama, excluding
its conflict of laws principles.
IN WITNESS WHEREOF, the parties have executed this Agreement on the day
and year first above written.
MASADA SECURITY, INC.
By: /s/ Xxxxx X. Xxxxxxx
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Its: President
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GLOBAL SECURITY, INC.
(f/k/a GLOBAL SECURITY SYSTEMS OF
VIRGINIA, INC.)
By: /s/ Xxxxxxx X. Xxxxxxxx
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Its: President
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