EX-2.3
NON-COMPETITION AND NON-DISCLOSURE AGREEMENT
NON -COMPETITION AND NON-DISCLOSURE AGREEMENT
AGREEMENT (this
"Agreement"), dated as of May 4, 2004, by and
between FREESTAR TECHNOLOGY CORPORATION, a
Nevada corporation having
offices at Calle Fantino Falco, J.A. Baez
Building, 2nd Floor, Santo
Domingo, Dominican Republic (the "Buyer"),
and UNICOMP, INC.,
a
Colorado corporation having offices at 6478
Putnam Ford Road, Suite
208, Woodstock, Georgia 30189 (the
"Stockholder");
WITNESSETH:
WHEREAS,
on the date hereof, pursuant to that certain Asset
Purchase Agreement of even date herewith
(the "Purchase Agreement"),
by and among the Buyer, UniPay, Inc. (the
"Seller") and the
Stockholder, the Buyer is acquiring all of
the assets and properties
of the Seller used to provide or act as an
electronic gateway between
sellers of goods and services and
processors of payments for such
goods and services made via credit cards
and debit cards, presently
located at Seller's facility in Murphy,
North Carolina (the
"Business"), as a going concern;
WHEREAS, the
Stockholder has heretofore been the sole
stockholder of the Seller, and as such,
will derive substantial
benefit from the transactions contemplated
by the Purchase Agreement;
WHEREAS, by
reason of its ownership and management of the
Seller, the Stockholder has detailed
knowledge and possesses
confidential information concerning the
Business;
WHEREAS, in
order to induce the Buyer to consummate the
transactions contemplated by the Purchase
Agreement, the Stockholder
has agreed, and the Buyer has required the
Stockholder, to enter into
this Agreement;
NOW, THEREFORE,
in consideration of the premises and the mutual
covenants and agreements contained herein
and in the Purchase
Agreement, the parties hereby agree as
follows:
10. Restrictive Covenants.
(a) The Stockholder
hereby acknowledges and agrees that:
(i) the business contacts, customers,
suppliers, technology, know-
how, trade secrets, marketing techniques,
operating methods and other
aspects of the Business have been of value
to the Seller, and have
provided the Seller (and will hereafter
provide the Buyer) with
substantial competitive advantage in the
operation of the Business,
and (ii) by virtue of its ownership and
management of the Seller as
its sole stockholder, the Stockholder has
detailed knowledge of and
possesses confidential information
concerning the Business.
(b) The Stockholder
hereby agrees, for the benefit of the
Buyer and its subsidiaries, that it shall
not, directly or
indirectly, for itself or through or on
behalf of any of its
subsidiaries or affiliates, or any other
person or entity, in each
case relating only to the Business:
(i) at any time from
and after the date hereof,
except to the extent required by law or in
connection with any legal
proceeding of which the Stockholder has
theretofore given written
notice to the Buyer, divulge, transmit or
otherwise disclose or cause
to be divulged, transmitted or otherwise
disclosed, any business
contacts, client or customer lists,
technology, know-how, trade
secrets, marketing techniques, contracts or
other confidential or
proprietary information of the Seller or
the Buyer of whatever
nature, whether existing on or prior to the
date hereof or arising
from and after the date hereof (provided,
however, that for purposes
hereof, information shall not be considered
to be confidential or
proprietary if (A) it is a matter of common
knowledge or public
record, (B) it is generally known in the
industry, or (C) the
Stockholder can demonstrate that such
information was already known
to the recipient the
