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Form of the PTL Shareholder
Non-Compete Agreements
EX-10.4
NON-COMPETITION AGREEMENT
THIS AGREEMENT made the ________ day of November, 2006,
AMONG:
XXXXXXXXXXX , of
<*>
(the " Covenantor ")
AND:
PTL ACQUISITION CORP. , a corporation incorporated
under the laws of British Columbia and having its registered office
at Suite 304, 1959 – 152 nd Street, White Rock,
British Columbia, Canada, V4A 9P3
(the " Buyer ")
AND:
MOVENTIS CAPITAL, INC. , a corporation
incorporated under the laws of Delaware and having an office at
Suite 304, 1959 – 152 nd Street, White Rock,
British Columbia, Canada, V4A 9P3
(the " Parent ")
AND:
PTL ELECTRONICS LTD. , a corporation incorporated
under the laws of British Columbia and having an office at Suite
208 – 1538 Clivedon Avenue, Delta, British Columbia, V3M
6J8
(the " Corporation ")
RECITALS
A.
The Covenantor is XXXXXXX( the " XXX XXXX ").
B.
By a share purchase agreement (the " Purchase Agreement
") among the xxxx, the other shareholders of the Corporation
(collectively, the " Sellers "), the Buyer and the Parent
dated May 8, 2006, the Buyer and the Parent agreed to purchase from
the Sellers certain issued and outstanding shares in the capital of
the Corporation.
C.
By virtue of being a beneficiary under the xxxxxxxxx, the
Covenantor will obtain a benefit from the close of the transaction
contemplated by the Purchase Agreement.
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D.
As a condition to the completion by the Buyer and the Parent of
the transactions contemplated by the Purchase Agreement, the
Covenantor has agreed to execute and deliver this Non-Competition
Agreement.
TERMS OF AGREEMENT
IN CONSIDERATION of the mutual promises contained in this
Agreement and the Purchase Agreement and other good and valuable
consideration (the receipt and sufficiency of which are hereby
acknowledged), the parties agree as follows:
1.
Definitions . As used in this Agreement, the
following terms have the following meanings:
(a)
" Business " means the business in which the Corporation
and its affiliates have engaged in at any time prior to or are
engaged in at the time of the closing of the sale of the Shares
including, without limitation, the design, manufacture and sale of
printed circuit boards using surface mount technology;
(b)
" Customer " means any Entity who, during the Term, has
(i) purchased or licensed from the Corporation any product or
service produced, supplied, sold, licensed or distributed by the
Corporation or, (ii) supplied to the Corporation or the Seller
(with the Covenantor’s knowledge) any product to be produced,
sold, licensed or distributed by the Corporation;
(c)
" Entity " means a natural person, partnership, limited
liability partnership, corporation, joint stock company, trust,
unincorporated association, joint venture or other entity or
governmental entity, and pronouns have a similarly extended
meaning;
(d)
" Prospective Customers " means any Entity who, during
the Term, was: (i) solicited by the Covenantor on behalf of
the Corporation for any purpose relating to the Business; or (ii)
solicited by the Corporation for any purpose relating to the
Business;
(e)
" Prospective Suppliers " means an Entity who, during the
Term, was: (i) solicited by the Covenantor on behalf of the
Corporation or by the Corporation to become a Supplier; or (ii)
solicited the Corporation to become a Supplier;
(f)
" Supplier " means any Entity who, during the Term, has
sold or licensed to the Corporation any product or service;
(g)
" Term " means the term of this Agreement, which shall
commence upon the date first noted above and continue until the 5
th anniversary thereof; and
(h)
" Territory " means the United States of America and
Canada.
2.
Non-Competition . The Covenantor shall not,
during the Term, on his own behalf or on behalf of any Entity,
whether directly or indirectly, in any capacity whatsoever,
alone,
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through or in connection with any Entity, carry on or be engaged
in or have any financial or other interest in or be otherwise
commercially involved in any endeavour, activity or business in all
or part of the Territory which is competitive, in any material way,
with the Business.
3.
Exceptions . The Covenantor shall, however,
not be in default under Section 2 by virtue of the Covenantor:
(a)
holding, strictly for portfolio purposes and as a passive
investor, no more than forty percent (40%) of the issued and
outstanding shares of, or any other interest in, any corporation or
other entity which is listed on any recognized stock exchange, the
business of which corporation or other entity is in competition, in
whole or in part, with the Corporation; or
(b)
holding, strictly for portfolio purposes and as a passive
investor, issued and outstanding shares of, or any other interest
in, any corporation or other entity, the business of which
corporation or other entity is in the Business provided the
business of such corporation or other entity is not competitive in
any material way with the Corporation, and provided further that
the Covenantor first obtains the Buyer’s written consent,
which consent will not be
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