Covenant Not to Compete and Confidentiality Agreement
THIS
COVENANT NOT TO COMPETE AND CONFIDENTIALITY AGREEMENT ("Agreement"),
dated June 7, 2005, by and between IPEX, Inc., a corporation organized and
existing under the laws of Nevada with
offices at 9255 Towne Centre Drive, Suite
235, San Diego, California 92121 (the "Company") and RGB Channel SRL, a
corporation organized and existing
under the laws of
Italy with offices at Via
Alserio 13, Milano 20159 Italy , Massimo
Ballerini, B Tech, Ltd.., a corporation
organized and existing under the laws of
the British Virgin Islands and Emanuele
Boni (collectively "Covenanter").
W I T N E S S E T H:
WHEREAS,
the Company and Covenanter, among others, are parties to two
(2)
certain asset purchase and sale
agreements (the
"APA's") of even date herewith,
whereby the Company has agreed to purchase certain of the assets of the
Covenanter;
WHEREAS,
the Company and
Covenanter
are desirous of restricting the
competition of Covenanter, as provided
herein.
NOW
THEREFORE, in
consideration of the inducement to enter into the APA's
and other good and valuable consideration, the receipt and sufficiency
whereof
are hereby acknowledged, and in further consideration of the covenants and
agreements contained herein, the parties hereto agree with each other, as
follows:
1.
Covenant Not to Compete. Covenanter agrees and covenants that
Covenanter shall not, without the prior
written consent of the Company, directly
or indirectly, anywhere within the territory in
which the Company
conducts its
business (the "Restricted Territory") for a period from the date hereof
until
five (5) years following the date hereof:
(1) form, acquire,
finance, assist,
support, or become associated as an employee, agent, partner, shareholder,
coventurer or otherwise, directly or indirectly, with, or
engage in, a business
which is similar to the business of the Company (any such business is
hereinafter referred to as a "Competitive Business"); (2) for the purpose of
conducting or engaging in any Competitive
Business, call upon,
solicit, advise
or otherwise do, or attempt to do business
with any suppliers, customers or
accounts of the Company or take away or
interfere or attempt
to interfere with
any customer, trade, business or patronage
of the Company; (3) interfere with or
attempt to interfere with or hire any
officers, employees,
representatives
or
agents of the Company, or any of the Company's
subsidiaries or
affiliates, or
induce or attempt to induce any of them to leave the employ of
the Company or
any of the Company's subsidiaries or affiliates,
or violate the terms
of their
contract with any of them, or (4) make any
statement disparaging the business of
the Company, or its subsidiaries,
officers, directors
and shareholders, to
any
person, firm, corporation or other business
organization whatsoever. Covenanter
shall not use or disclose, after the date
hereof, any proprietary information or
know-how of the Company in any Competitive
Business.
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2.
Confidentiality.
Covenanter agrees expressly that Covenanter shall not
use, permit the use of, disclose,
or permit the
disclosure to any competitor or
other third party of any Confidential Information (as herein defined).
Covenanter acknowledges that the continued success of Company is largely
dependent upon maintaining the confidentiality of such information and
preventing its disclosure to competitors
and other third parties. "Confidential
Information" includes, but shall not be limited to,
information pertaining
to
research and development of new produc
