Exhibit 10.31
NON-COMPETITION
AGREEMENT
This NON-COMPETITION AGREEMENT (the
“Agreement”) is made and entered into on September 1,
2004 by and between IHS Energy Group Inc., a Delaware
corporation (“Purchaser”), and Daniel H. Yergin
(“Yergin”).
RECITALS
A.
Simultaneously with the execution of this Agreement, Purchaser is
acquiring all of the issued and outstanding capital sock of
Cambridge Energy Research Associates, Inc., a Massachusetts
corporation (“CERA”). The business of CERA
is both national and international in scope.
B.
Yergin is a founder, a shareholder and the Chairman of
CERA. Yergin’s ownership of and
employment by CERA has brought Yergin in close contact with certain
confidential affairs of CERA not readily available to the
public.
C.
This Agreement is entered into by the parties hereto as a condition
to the consummation of the purchase of the stock of CERA by
Purchaser. The execution and performance of this
Agreement is a substantial inducement to Purchaser to purchase such
stock.
AGREEMENT
Now, therefore, in consideration of
the premises and mutual promises contained herein, the parties
hereto covenant and agree as follows:
1.
Covenant Not to Compete, Confidentiality .
(a)
Yergin covenants and agrees with Purchaser that Yergin will not at
any time during the five year period commencing on the date of this
Agreement (the “Restricted Period”) for himself or on
behalf of any other person or entity, in the United States of
America or elsewhere in the world, directly or indirectly, engage
in, acquire any financial or beneficial interest in (except as
provided in subparagraph (b) below), be employed by, consult for,
own, manage, operate, control or otherwise participate in or with
any person or entity which is engaged in, any business that
competes with the Business (defined below). As
used in this Agreement, “Business” means any of the
research, analysis, advisory, consulting and/or applications
businesses regarding the energy industries engaged in by CERA or
any of its subsidiaries, but does not in any event, at such time as
Yergin is no longer employed by Purchaser, include consulting
with an investment bank, a private equity group, an academic or
think thank
institution or, on a substantially
full-time or part-time basis during any single 12-month period, any
other single enterprise provided none of the foregoing engages in
or intends to engage in the energy consulting business.
(b)
Notwithstanding subparagraph (a) of this paragraph 1, Yergin may
purchase or otherwise acquire up to one percent of any class of
securities of any entity (but without otherwise participating in
the activities of such entity) if such securities are listed in any
national or regional securities exchange or have been registered
under Section 12(g) of the Securities Exchange Act of
1934.
(c)
Yergin covenants and agrees with Purchaser that Yergin will not at
any time during the Restricted Period solicit or attempt to entice
away from CERA or Purchaser, or otherwise interfere with the
business relationship of CERA or Purchaser with, any person or
business entity who is on the date hereof or who becomes at any
time during the Restricted Period, a customer or employee of,
consultant or supplier to, or other person or entity having
material business relations with, CERA or Purchaser.
(d)
Yergin agrees that Yergin will not, at any time hereafter, make use
of or disclose (except to Purchaser) any confidential
or proprietary information (except that which is in the public
domain) relating to the business, products, customers, content
providers, suppliers or other affairs of CERA.
(e)
If any covenant or provision herein is determined to be void or
unenforceable in whole or in part, it shall not be deemed to affect
or impair the validity of any other covenant or provision.
Yergin hereby agrees that all restrictions in paragraph 1 are
reasonable and valid in the circumstances but if such provisions
are determined by any court to be invalid or unenforceable by
reason of such provisions extending for too great a period of time
or over too great a geographical area, the provisions of paragraph
1 hereof shall be interpreted to extend only over the maximum
period of time and geographical area which such court determines to
be valid and enforceable.
2.
Additional Agreements [As amended February 23, 2005]
a)
The provisions of this Agreement, including the covenants in
paragraph 1 above, shall remain in full force and effect whether or
not Yergin is employed by Purchaser and regardless of the
circumstances under which such employment ends.
As further consideration for such covenants, in the event Yergin is
employed by Purchaser from the date of this Agreement through March
1, 2007, o
