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Non-Competition and Non-Disclosure Agreement - Inc. and Ronald M. Dressin


is made as of October 30, 2000, by and between, Inc., a Nevada
corporation (the "Company"), and Ronald M. Dressin ("Mr. Dressin").

          WHEREAS, the Company is purchasing all of the issued and outstanding
stock (the "Stock") of Stratton Warren Software, Inc. ("Stratton") from Mr.
Dressin, the sole stockholder of Stratton pursuant to that certain Stock
Purchase Agreement by and among the Company, Stratton and Mr. Dressin, dated as
of October 30, 2000 (the "Purchase Agreement") (capitalized terms used herein
and not otherwise defined herein shall have the meanings given such terms in the
Purchase Agreement); and

          WHEREAS, the going concern value of the capital stock and the business
of Stratton being sold by Mr. Dressin to the Company (the "Acquisition") would
be diminished substantially if Mr. Dressin were to compete with the Company
and/or Stratton in the provision of e-commerce products and services in the
foodservice and/or hospitality industry (the "Business") within the United
States (the "Territory");

          NOW, THEREFORE, in consideration of the mutual covenants set forth in
this Agreement, and in connection with the Closing under the Purchase Agreement
and the sale of the Stock in connection therewith, the parties hereto agree as

          1.  Non-Competition.  As an inducement for the Company to enter into
the Purchase Agreement and to pay the Purchase Price for the Acquisition, and in
consideration of Mr. Dresssin's exposure to confidential information of the
Business, Mr. Dressin hereby covenants as follows:

              a.  In General. Commencing on the date hereof (the "Effective
Date") and for a period of two (2) years after the Effective Date (the "Term"),
Mr. Dressin shall not, directly or indirectly, own, manage, engage in, operate
or conduct, prepare to or plan to conduct or assists any person or entity to
conduct any business, or have any interest in any business, person, firm,
corporation or other entity (as a principal, owner, agent, employee,
shareholder, officer, director, joint venturer, partner, security holder (except
for the ownership of publicly-traded securities constituting not more than five
percent (5%) of the outstanding securities of the issuer thereof), creditor
(except for trade credit extended in the ordinary course of business),
consultant or in any other capacity) that engages, directly or indirectly, in
any business which is substantially similar to or competitive with the Business
anywhere in the Territory. The covenants set forth in this Section 1(a) shall be
construed as a series of separate covenants covering their subject matter in
each of the separate states where the Company conducts the Businesses, and
except for geographic coverage, each such separate covenant shall be deemed
identical in terms to the covenant set forth above in this Section 1(a). To the
extent that any such covenant shall be judicially unenforceable in any one or
more of such state, such covenant shall not be affected with respect to each of
the other states in the Territory. Each covenant with respect to such state in
the Territory shall be construed as severable and independent.

              b.  No Diversion of Others. During the Term, Mr. Dressin shall
not, either for himself or for any other person, firm, corporation or other
entity, directly or indirectly, or by action in concert with others:

                  (i) induce or influence, or seek to induce or influence, any
person who is engaged by the Company or Stratton (as an agent, 

employee, consultant, or in any other capacity) or any successor thereto with
the purpose of obtaining such person as an employee or customer for a business
competitive with the Business; or

              (ii) divert or take away or attempt to divert or take away, or
solicit or attempt to solicit, any existing customer of Company or Stratton
(whether or not such customer is actually a customer of the Business as of the
Effective Date, including without limitation any customer solicited by Mr.
Dressin or which became known by Mr. Dressin prior to the Effective Date) with
the purpose of obtaining such person as an employee or customer for a business
competitive with the Business.

          c.  Organizing Competitive Business.  Without limiting any of the
other provisions contained in this Section 1, during the Term, Mr. Dressin shall
not plan to compete, prepare to compete or discuss the Company's or Stratton's
business or the Business with any third party, planning or preparing to compete
with the Business, or conspire with agents, employees, consultants, other
representatives of the Company or Stratton or any other third party for the
purpose of organizing any business activity competitive with the Business.

     2.   Confidential Information and Non-Disclosure.

          a.  Definition of Confidential Information.  For purposes of this
Agreement, "Confidential Information" shall include, without limitation, all of
the following materials and information of the Company and Stratton (whether or
not reduced to writing and whether or not patentable or protected by copyright):
(i) any and all trade secrets concerning the business and affairs of the Company
or Stratton, (ii) any and all product specifications, procedures, formulae,
compositions, processes, designs, sketches, photographs, graphs, drawings,
samples, inventions, models, documentation, techniques, diagrams, flowcharts,
existing new products and new technology information, product copies,
manufacturing, development or marketing techniques, material development or
marketing timetables, strategies and development plans, and past, current and
planned research and development, current and planned manufacturing and
distribution methods and processes, customer lists, current customer
requirements, price lists, market studies, business plans, computer software and
programs (including object code and source code), computer software and database
technologies and information, systems, structures and architectures (and related
processes, formulae, compositions, improvements, devices, inventions,
discoveries, designs, methods and information), information related to the
customers, suppliers or personnel, all historical financial statements,
financial projections and budgets, historical and projected sales, capital
spending budgets and plans, the names and backgrounds of key personnel and
personnel training and techniques and materials, and any and all notes,
analysis, compilations, studies, summaries, and other material prepared by or
for the Company or Stratton containing or based, in whole or in part, on any
information included in the foregoing.  The parties hereto agree that the
failure of any Confidential Information to be marked or otherwise labeled as
confidential or proprietary information shall not affect its status as
Confidential Information.  Notwithstanding the foregoing, Confidential
Information shall not include (1) any information which is generally known to
the public or to companies in businesses similar to the Business, (2) any
information which later, through no act of Mr. Dressin or any other party to the
Purchase Agreement (except the Company), becomes generally known or (3) any
information required to be disclosed by Person pursuant to a subpoena or court
order, or pursuant to a requirement of a governmental agency or law of the
United States of America or a state thereof or any governmental or political
subdivision thereof, provided that (a) Mr. Dressin will provide the Company with
prior written notice of such disclosure in order that the Company may attempt to
obtain a protective order or the assurance of confidential treatment and (b) Mr.
Dressin will cooperate with the Company in attempting to obtain such order or

          b.  Non-Use and Non-Disclosure.  Commencing on the date hereof and at
all times thereafter, Mr. Dressin shall hold in the strictest confidence (except
as previously approved by the Company in writing), and shall not, directly or
indirectly, disclose, divulge, reveal, report, publish, transfer or otherwise
communicate, or use for its or his own benefit or the benefit of any other
person, partnership, firm, corporation or other entity, or use to the detriment

the Company, or misuse in any way, any Confidential Information.  Mr. Dressin
acknowledges that he will in no way infringe upon any copyrights of the Company
or Stratton and will in no way use, copy, appropriate or redistribute any part
of the Confidential Information, whether obtained directly or indirectly from
the Company or Stratton, without a specific written license agreement with the
Company or Stratton.  It is agreed that any derivative, modification or
elaboration of any Confidential Information by any third party remains the
proprietary property of the Company or Stratton for purposes of this Agreement.
Mr. Dressin and the Company each hereby stipulate that, as between them, all
Confidential Information acquired by the Company constitutes important, material
and confidential and/or proprietary information of the Business, constitutes
unique and valuable information, and affects the successful conduct of the
Business and the Company's goodwill, and that the Company shall be entitled to
recover its damages, in addition to any injunctive remedy that may be available,
for any breach of this Section 2.

          c.  Trade Secrets.  All trade secrets of the Company or Stratton will
be entitled to all of the protection and benefits under all applicable federal
and state trade secrets law.  If any information that the Company deems to be a
trade secret is found by a court of competent jurisdiction not to be a trade
secret for purposes of this Agreement, such information will, nevertheless, be
considered Confidential Information for purposes of this Agreement.  Mr. Dressin
hereby waives any requirement that the Company submit proof of the economic
value of any trade secret or post a bond or other security.

          d.  Ownership.  Mr. Dressin hereby acknowledges and agrees that all
right, title and interest in and to any Confidential Information shall be the
exclusive property of the Company or Stratton.  Without limiting the foregoing,
Mr. Dressin shall assign to the Company any and all right, title or interest
which Mr. Dressin may have in all Confidential Information made, developed or
conceived of in whole or in part by Mr. Dressin or any employee or consultant of
Mr. Dressin or Stratton who conceived in whole or in part such Confidential
Information.  Mr. Dressin further agrees to execute and deliver any and all
instruments, and to do all other things reasonably requested by the Company in
order to vest more fully in the Company all ownership rights in such
Confidential Information.  All equipment, notebooks, documents, memoranda,
reports, files, samples, books, correspondence, lists, other written and graphic
records, and the like, in any way relating to any Confidential Information or
the Business, which Mr. Dressin or his employees, assigns or consultants
prepared, used, constructed, observed, processed, or controlled (collectively,
"Materials") shall be the Company's exclusive property, and Mr. Dressin hereby
agrees to deliver all Materials, together with any and all copies thereof,
promptly to the Company at the Company's request.

     3.  Reasonableness of Restrictions.  MR. DRESSIN HAS CAREFULLY READ AND

     4.  Injunctive Relief and Termination.

         a.  In General.  Mr. Dressin acknowledges and agrees that the Company
shall suffer irreparable harm in the event that Mr. Dressin breaches any of his
or its obligations under Section 1 or 2 hereof, and that monetary damages shall
be inadequate to compensate the Company for any such breach.  Notwithstanding
the arbitration provision of the Purchase Agreement, Mr. Dressin agrees that in
the event of any breach or threatened breach by Mr. Dressin of any of the
provisions of Section 1 or 2 hereof, the Company shall be entitled to a
              ---------    -                                           
temporary restraining order, preliminary injunction and permanent injunction in
order to prevent or restrain any such breach or threatened breach by Mr.
Dressin, or by any or all of Mr. Dressin's agents, representatives or other
persons directly or indirectly acting for, on behalf of or with Mr. Dressin.

          b.  No Limitation of Remedies.  Notwithstanding the provisions set
forth in Section 4(a), above, or any other provision contained in this
Agreement, the parties hereby agree that no remedy conferred by any of the
specific provisions of this Agreement, including, without limitation, this
Section 4, is intended to be exclusive of any other remedy, and each and every
remedy shall 

be cumulative and shall be in addition to every other remedy given hereunder or
now or hereafter existing at law or in equity or by statute or otherwise.

          5.  MISCELLANEOUS

              a. Notices. All notices, requests and other communications
hereunder must be in writing and will be deemed to have been duly given only if
delivered personally against written receipt or by facsimile transmission with
answer back confirmation or mailed (postage prepaid by certified or registered
mail, return receipt requested) or by overnight courier to the parties at the
following addresses or facsimile numbers:

         If to Mr. Dressin, to:

               Ronald M. Dressin
               13661 Acorn Patch Lane
               Poway, California 92064

         If to the Company, to:

     , Inc.
               3291 North Buffalo Drive
               Las Vegas, NV  89129
               Facsimile No.: (702)316-7001
               Attention:  Scott Wiegand

All such notices, requests and other communications will (i) if delivered
personally to the address as provided in this Section 5(a), be deemed given upon
delivery, (ii) if delivered by facsimile transmission to the facsimile number as
provided in this Section 5(a), be deemed given upon receipt, and (iii) if
delivered by mail in the manner described above to the address as provided in
this Section 5(a), be deemed given upon receipt (in each case regardless of
whether such notice, request or other communication is received by any other
Person to whom a copy of such notice, request or other communication is to be
delivered pursuant to this Section).  Any party from time to time may change its
address, facsimile number or other information for the purpose of notices to
that party by giving notice specifying such change to the other parties hereto.

          b.  Entire Agreement.  This Agreement (and all exhibits attached
hereto), the Purchase Agreement (and all exhibits and schedules attached
thereto) and all other documents delivered in connection herewith supersede all
prior discussions and agreements among the parties with respect to the subject
matter hereof and thereof and contains the sole and entire agreement among the
parties hereto with respect thereto.

          c.  Waiver.  Any term or condition of this Agreement may be waived at
any time by the party that is entitled to the benefit thereof, but no such
waiver shall be effective unless set forth in a written instrument duly executed
by or on behalf of the party waiving such term or condition.  No waiver by any
party hereto of any term or condition of this Agreement, in any one or more
instances, shall be deemed to be or construed as a waiver of the same or any
other term or condition of this Agreement on any future occasion.  All remedies,
either under this Agreement or by law or otherwise afforded, will be cumulative
and not alternative.

          d.  Amendment.  This Agreement may be amended, supplemented or
modified only by a written instrument duly executed by or on behalf of each
party hereto.

          e.  No Third Party Beneficiary.  The terms and provisions of this
Agreement are intended solely for the benefit of each party hereto and the
Company's successors or assigns, and it is not the intention of the parties to
confer third-party beneficiary rights upon any other Person.

          f.  No Assignment; Binding Effect.  This Agreement shall inure to the
benefit of any successors or assigns of the Company.  Mr. Dressin shall not be
entitled to assign his obligations under this Agreement.

          g.  Headings.  The headings used in this Agreement have been inserted
for convenience of reference only and do not define or limit the provisions

          h.  Severability.  If any provision of this Agreement is held to be
illegal, invalid or unenforceable under any present or future law, and if the
rights or obligations of any party hereto under this Agreement will not be
materially and adversely affected thereby, (a) such provision will be fully
severable, (b) this Agreement will be construed and enforced as if such illegal,
invalid or unenforceable provision had never comprised a part hereof, (c) the
remaining provisions of this Agreement will remain in full force and effect and
will not be affected by the illegal, invalid or unenforceable provision or by
its severance herefrom and (d) in lieu of such illegal, invalid or unenforceable
provision, there will be added automatically as a part of this Agreement a
legal, valid and enforceable provision as similar in terms to such illegal,
invalid or unenforceable provision as may be possible and mutually acceptable to
the parties herein.

          i.  Governing Law.  This Agreement shall be governed by and construed
in accordance with the laws of the State of California applicable to contracts
executed and performed in such State, without giving effect to conflicts of laws

          j.  Attorneys Fees.  In the event suit or action is brought by any
party under this Agreement to enforce or construe any of its terms, the
prevailing party shall be entitled to recover, in addition to all other amounts
and relief, its reasonable costs and attorneys fees incurred at and in
preparation for arbitration, trial, appeal and review, such sum to be set by the
arbitrator or court before which the matter is heard.

          k.  Construction.  No provision of this Agreement shall be construed
in favor of or against any party on the ground that such party or its counsel
drafted the provision.  Any remedies provided for herein are not exclusive of
any other lawful remedies which may be available to either party.  This
Agreement shall at all times be construed so as to carry out the purposes stated

          l.  Counterparts.  This Agreement may be executed in any number of
counterparts and by facsimile, each of which will be deemed an original, but all
of which together will constitute one and the same instrument.

                           [SIGNATURE PAGE TO FOLLOW]

          IN WITNESS WHEREOF, each of the parties hereto has duly executed this
Agreement as of the date first above written.

                              PURCHASEPRO.COM, INC.,
                              a Nevada corporation

                              By: _________________________________

                              Name: _______________________________

                              Title: ______________________________

                              RONALD M. DRESSIN

                              Ronald M. Dressin


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