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Exhibit 10.4
[FORM OF]
NON-COMPETITION AGREEMENT
This
Non-Competition Agreement dated November 30, 2007 (the
"Non-Competition Agreement"), is by and among Rick’s
Cabaret International, Inc., a Texas corporation, (the
”Company“) and [Name], an individual residing in
Florida ([“Name”]).
W I T N E S S E T H:
WHEREAS ,
simultaneously herewith, [Name] has entered into a Stock
Purchase Agreement (the “Stock Purchase
Agreement”) with the Company to sell to the Company (i)
______ shares of common stock, no par value, of Miami Gardens
Square One, Inc., a Florida corporation (“MGSO”)
which shares represent 50.05% of the issued and outstanding
shares of MGSO and (ii) 50 shares of common stock, $.01 par
value, of Stellar Management Corporation, a Florida
corporation (“Stellar”) which shares
represent 50% of the issued and outstanding shares of Stellar
(collectively, the “Transaction”);
and
WHEREAS , [Name] is the [Title] of MGSO and [Title] of
Stellar; and
WHEREAS , MGSO owns and operates an adult entertainment
cabaret known as an “Tootsie’s Cabaret”
(“Tootsie’s” or the “Club”) located
at 150 NW 183 rd Street,
Miami Gardens, Florida 33169 (the
“Premises”); and
WHEREAS , [Name] will benefit from the Transaction;
and
WHEREAS ,
the Company requires that [Name] enter into this
Non-Competition Agreement as a condition to the Company
entering into the Transaction; and
WHEREAS , to induce the Company to enter into the Stock
Purchase Agreement and to complete the Transaction, [Name] agreed
to enter into this Non-Competition Agreement; and
NOW, THEREFORE, in consideration of the premises, the
closing of the Transaction and other good and valuable
consideration, the receipt and sufficiency of which are hereby
acknowledged, the Seller and the Company agree as
follows:
1.
Covenants. For a
period of five (5) years following the Closing Date set forth in
the Stock Purchase Agreement (such five (5) year period being
referred to herein as the “Restricted Period”), [Name]
shall not, directly or indirectly, either as an employee, employer,
consultant, agent, principal, partner, stockholder, corporate
officer, director, investor or in any other individual or
representative capacity, whether for compensation or
not:
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(a)
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Own,
or have any rights of conversion to own, or share in the earnings
of, carry on, manage, operate, control, be engaged in, render
services to, solicit customers for any business engaged in the
operation of an establishment featuring live female nude or
semi-nude entertainment within a twenty (20) mile radius of the
Premises (the “Prohibited Area”), with the exception of
the existing business known as “Alley Cat” which is
operated at 2875 Shipping Avenue, Miami, Florida; or
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(b)
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Solicit
or induce, or attempt to solicit or induce, wherever located, any
employee, independent contractor, or agent or consultant of MGSO or
Stellar, the Club, the Company or any of their affiliates to leave
his or her employment or terminate his or her agreement or
relationship with MGSO or Stellar, the Club, the Company or any of
their affiliates.
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2.
[Name]’s Acknowledgments and
Agreements . [Name]
acknowledges and agrees that:
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(a)
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Due
to the nature of MGSO’s, Stellar’s and the
Company’s business, the foregoing covenants place no greater
restraint upon [Name] than is reasonably necessary to protect the
business and goodwill of MGSO, Stellar and the
Company;
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(b)
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These
covenants protect a legitimate interest of MGSO, Stellar and the
Company and do not serve solely to limit the future competition of
MGSO, Stellar or the Company;
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(c)
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This
Non-Competition Agreement is not an invalid or unreasonable
restraint of trade;
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(d)
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A
breach of these covenants by [Name] would cause irreparable damage
to MGSO, Stellar and the Company;
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(e)
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These
covenants will not preclude [Name] from obtaining reasonable
business relationships or becoming gainfully employed following the
closing of the Stock Purchase Agreement;
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(f)
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These
covenants are reasonable in scope and are reasonably necessary to
protect the business and goodwill and valuable and extensive trade
which MGSO, Stellar and the Company have established through their
own expense and effort;
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(g)
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The
signing of this Non-Competition Agreement is necessary as part of
the consummation of the Transaction previously discussed;
and
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