This Agreement is made and entered into on _________________, 20 ___ By and among ________________, Inc., a _______________ (state) corporation (hereinafter Seller), and ______________ (hereinafter Shareholders). This Agreement is executed contemporaneously with and is made a part of that Asset Purchase Agreement by and between Buyer and Seller of even date herewith. All parties state and acknowledge as follows:
[a] Buyer proposes to buy and Seller proposes to sell to Buyer pursuant to the Asset Purchase Agreement all of the assets of Seller;
[b] Shareholders are all of the shareholders of Seller; and
[c] Buyer is unwilling to purchase all the assets of Seller unless Shareholders agree to provide consulting services to Buyers after that purchase and unless Seller and Shareholders agree not to compete with or against the business of Buyer after that purchase.
THEREFORE, as an inducement to Buyer to purchase all the assets of Seller, and as part of the consideration for that purchase, Seller and Shareholders agree as follows:
1. Covenant Not To Compete Following Sale of Business. Seller and Shareholders covenant not to engage in any business in competition with Buyer within ____________,____________________, ____________________, or ____________________, (counties) in _____________, (state) for a period of five (5) years following the date of closing on the purchase pursuant to the Asset Purchase Agreement. Any of the following activities will be deemed to constitute engaging in a business in competition with Buyer:
[a] Owning, operating, participating in or engaging in a retail business which sells any of the same products or items sold by Buyer; or
[b] Owning, operating, participating in or engaging in a retail business which sells products or items which are substantially similar to any of those sold by Buyer.
2. Remedies of Buyer and Liquidated Damages. The foregoing covenant shall be enforceable at law and in equity, and Buyer shall be entitled to enforce the covenant by injunctive relief. In addition, Buyer shall be entitled to recover from the breaching party liquidated damages in the amount of _______ Dollars ($ ___ ) for breach of the covenant. Such sum shall...
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