AGREEMENT NOT TO
COMPETE
THIS
AGREEMENT NOT TO COMPETE is entered into by and between Air-Q
Corp., a Nevada corporation (“Employer”), and Ryan
Hayden (“Employee”).
WHEREAS, Employee is employed by Employer as Chief Accounting
Officer, pursuant to an employment agreement (the “Employment
Agreement”); and
WHEREAS, as a condition to such employment, Employee has agreed to
sign and be bound by this Agreement Not to Compete; and
NOW,
THEREFORE, the parties agree as follows:
Section
1. Covenant Not to Compete. Employee acknowledges that, as a key
management employee of Employer, Employee will be involved, on a
high level, in the development, implementation and management of
the national and international business strategies and plans of
Employer, which shall consist of Employer and such other business
units, divisions, subsidiaries or other entities of Employer as
Employer shall determine in its sole discretion from time to time.
By virtue of Employee’s unique and sensitive position and
special background, employment of Employee by a competitor of
Employer represents a serious competitive danger to Employer, and
the use of Employee’s talent and knowledge and information
about Employer’s business, strategies and plans can and would
constitute a valuable competitive advantage over Employer. In view
of the foregoing, Employee covenants and agrees that, if (i)
Employee’s employment with Employer is terminated for good
cause or (ii) if Employee voluntarily resigns from his employment
with Employer, then, for a period of one year after the date of
such termination, Employee will not engage or be engaged as, in any
capacity, directly or indirectly, including, but not limited to,
employee, agent, consultant, manager, executive, owner or
stockholder (except as a passive investor holding less than 5%
equity interest in a
