{"id":43479,"date":"2015-09-17T11:25:58","date_gmt":"2015-09-17T16:25:58","guid":{"rendered":"https:\/\/content.findlaw-admin.com\/ability-legal\/contracts\/uncategorized\/non-competition-and-non-disclosure-agreement-purchasepro-com.html"},"modified":"2015-09-17T11:25:58","modified_gmt":"2015-09-17T16:25:58","slug":"non-competition-and-non-disclosure-agreement-purchasepro-com","status":"publish","type":"corporate_contracts","link":"https:\/\/corporate.findlaw.com\/contracts\/planning\/non-competition-and-non-disclosure-agreement-purchasepro-com.html","title":{"rendered":"Non-Competition and Non-Disclosure Agreement &#8211; PurchasePro.com Inc. and Ronald M. Dressin"},"content":{"rendered":"<pre>                 NON-COMPETITION AND NON-DISCLOSURE AGREEMENT\n\n          This NON-COMPETITION AND NON-DISCLOSURE AGREEMENT (this \"Agreement\")\nis made as of October 30, 2000, by and between PurchasePro.com, Inc., a Nevada\ncorporation (the \"Company\"), and Ronald M. Dressin (\"Mr. Dressin\").\n\n                                    RECITALS\n                                    --------\n                                        \n          WHEREAS, the Company is purchasing all of the issued and outstanding\nstock (the \"Stock\") of Stratton Warren Software, Inc. (\"Stratton\") from Mr.\nDressin, the sole stockholder of Stratton pursuant to that certain Stock\nPurchase Agreement by and among the Company, Stratton and Mr. Dressin, dated as\nof October 30, 2000 (the \"Purchase Agreement\") (capitalized terms used herein\nand not otherwise defined herein shall have the meanings given such terms in the\nPurchase Agreement); and\n\n          WHEREAS, the going concern value of the capital stock and the business\nof Stratton being sold by Mr. Dressin to the Company (the \"Acquisition\") would\nbe diminished substantially if Mr. Dressin were to compete with the Company\nand\/or Stratton in the provision of e-commerce products and services in the\nfoodservice and\/or hospitality industry (the \"Business\") within the United\nStates (the \"Territory\");\n\n          NOW, THEREFORE, in consideration of the mutual covenants set forth in\nthis Agreement, and in connection with the Closing under the Purchase Agreement\nand the sale of the Stock in connection therewith, the parties hereto agree as\nfollows:\n\n          1.  Non-Competition.  As an inducement for the Company to enter into\n              ---------------                                                 \nthe Purchase Agreement and to pay the Purchase Price for the Acquisition, and in\nconsideration of Mr. Dresssin's exposure to confidential information of the\nBusiness, Mr. Dressin hereby covenants as follows:\n\n              a.  In General. Commencing on the date hereof (the \"Effective\n                  ----------\nDate\") and for a period of two (2) years after the Effective Date (the \"Term\"),\nMr. Dressin shall not, directly or indirectly, own, manage, engage in, operate\nor conduct, prepare to or plan to conduct or assists any person or entity to\nconduct any business, or have any interest in any business, person, firm,\ncorporation or other entity (as a principal, owner, agent, employee,\nshareholder, officer, director, joint venturer, partner, security holder (except\nfor the ownership of publicly-traded securities constituting not more than five\npercent (5%) of the outstanding securities of the issuer thereof), creditor\n(except for trade credit extended in the ordinary course of business),\nconsultant or in any other capacity) that engages, directly or indirectly, in\nany business which is substantially similar to or competitive with the Business\nanywhere in the Territory. The covenants set forth in this Section 1(a) shall be\n                                                           ------------\nconstrued as a series of separate covenants covering their subject matter in\neach of the separate states where the Company conducts the Businesses, and\nexcept for geographic coverage, each such separate covenant shall be deemed\nidentical in terms to the covenant set forth above in this Section 1(a). To the\n                                                           ------------\nextent that any such covenant shall be judicially unenforceable in any one or\nmore of such state, such covenant shall not be affected with respect to each of\nthe other states in the Territory. Each covenant with respect to such state in\nthe Territory shall be construed as severable and independent.\n\n\n              b.  No Diversion of Others. During the Term, Mr. Dressin shall\n                  ----------------------\nnot, either for himself or for any other person, firm, corporation or other\nentity, directly or indirectly, or by action in concert with others:\n\n                  (i) induce or influence, or seek to induce or influence, any\nperson who is engaged by the Company or Stratton (as an agent, \n\n \nemployee, consultant, or in any other capacity) or any successor thereto with\nthe purpose of obtaining such person as an employee or customer for a business\ncompetitive with the Business; or\n\n              (ii) divert or take away or attempt to divert or take away, or\nsolicit or attempt to solicit, any existing customer of Company or Stratton\n(whether or not such customer is actually a customer of the Business as of the\nEffective Date, including without limitation any customer solicited by Mr.\nDressin or which became known by Mr. Dressin prior to the Effective Date) with\nthe purpose of obtaining such person as an employee or customer for a business\ncompetitive with the Business.\n\n          c.  Organizing Competitive Business.  Without limiting any of the\n              -------------------------------                              \nother provisions contained in this Section 1, during the Term, Mr. Dressin shall\n                                   ---------                                    \nnot plan to compete, prepare to compete or discuss the Company's or Stratton's\nbusiness or the Business with any third party, planning or preparing to compete\nwith the Business, or conspire with agents, employees, consultants, other\nrepresentatives of the Company or Stratton or any other third party for the\npurpose of organizing any business activity competitive with the Business.\n\n     2.   Confidential Information and Non-Disclosure.\n          -------------------------------------------\n\n          a.  Definition of Confidential Information.  For purposes of this\n              --------------------------------------                       \nAgreement, \"Confidential Information\" shall include, without limitation, all of\nthe following materials and information of the Company and Stratton (whether or\nnot reduced to writing and whether or not patentable or protected by copyright):\n(i) any and all trade secrets concerning the business and affairs of the Company\nor Stratton, (ii) any and all product specifications, procedures, formulae,\ncompositions, processes, designs, sketches, photographs, graphs, drawings,\nsamples, inventions, models, documentation, techniques, diagrams, flowcharts,\nexisting new products and new technology information, product copies,\nmanufacturing, development or marketing techniques, material development or\nmarketing timetables, strategies and development plans, and past, current and\nplanned research and development, current and planned manufacturing and\ndistribution methods and processes, customer lists, current customer\nrequirements, price lists, market studies, business plans, computer software and\nprograms (including object code and source code), computer software and database\ntechnologies and information, systems, structures and architectures (and related\nprocesses, formulae, compositions, improvements, devices, inventions,\ndiscoveries, designs, methods and information), information related to the\ncustomers, suppliers or personnel, all historical financial statements,\nfinancial projections and budgets, historical and projected sales, capital\nspending budgets and plans, the names and backgrounds of key personnel and\npersonnel training and techniques and materials, and any and all notes,\nanalysis, compilations, studies, summaries, and other material prepared by or\nfor the Company or Stratton containing or based, in whole or in part, on any\ninformation included in the foregoing.  The parties hereto agree that the\nfailure of any Confidential Information to be marked or otherwise labeled as\nconfidential or proprietary information shall not affect its status as\nConfidential Information.  Notwithstanding the foregoing, Confidential\nInformation shall not include (1) any information which is generally known to\nthe public or to companies in businesses similar to the Business, (2) any\ninformation which later, through no act of Mr. Dressin or any other party to the\nPurchase Agreement (except the Company), becomes generally known or (3) any\ninformation required to be disclosed by Person pursuant to a subpoena or court\norder, or pursuant to a requirement of a governmental agency or law of the\nUnited States of America or a state thereof or any governmental or political\nsubdivision thereof, provided that (a) Mr. Dressin will provide the Company with\nprior written notice of such disclosure in order that the Company may attempt to\nobtain a protective order or the assurance of confidential treatment and (b) Mr.\nDressin will cooperate with the Company in attempting to obtain such order or\nassurance.\n\n          b.  Non-Use and Non-Disclosure.  Commencing on the date hereof and at\n              --------------------------                                       \nall times thereafter, Mr. Dressin shall hold in the strictest confidence (except\nas previously approved by the Company in writing), and shall not, directly or\nindirectly, disclose, divulge, reveal, report, publish, transfer or otherwise\ncommunicate, or use for its or his own benefit or the benefit of any other\nperson, partnership, firm, corporation or other entity, or use to the detriment\nof \n\n \nthe Company, or misuse in any way, any Confidential Information.  Mr. Dressin\nacknowledges that he will in no way infringe upon any copyrights of the Company\nor Stratton and will in no way use, copy, appropriate or redistribute any part\nof the Confidential Information, whether obtained directly or indirectly from\nthe Company or Stratton, without a specific written license agreement with the\nCompany or Stratton.  It is agreed that any derivative, modification or\nelaboration of any Confidential Information by any third party remains the\nproprietary property of the Company or Stratton for purposes of this Agreement.\nMr. Dressin and the Company each hereby stipulate that, as between them, all\nConfidential Information acquired by the Company constitutes important, material\nand confidential and\/or proprietary information of the Business, constitutes\nunique and valuable information, and affects the successful conduct of the\nBusiness and the Company's goodwill, and that the Company shall be entitled to\nrecover its damages, in addition to any injunctive remedy that may be available,\nfor any breach of this Section 2.\n                       --------- \n\n          c.  Trade Secrets.  All trade secrets of the Company or Stratton will\n              -------------                                                    \nbe entitled to all of the protection and benefits under all applicable federal\nand state trade secrets law.  If any information that the Company deems to be a\ntrade secret is found by a court of competent jurisdiction not to be a trade\nsecret for purposes of this Agreement, such information will, nevertheless, be\nconsidered Confidential Information for purposes of this Agreement.  Mr. Dressin\nhereby waives any requirement that the Company submit proof of the economic\nvalue of any trade secret or post a bond or other security.\n\n          d.  Ownership.  Mr. Dressin hereby acknowledges and agrees that all\n              ---------                                                      \nright, title and interest in and to any Confidential Information shall be the\nexclusive property of the Company or Stratton.  Without limiting the foregoing,\nMr. Dressin shall assign to the Company any and all right, title or interest\nwhich Mr. Dressin may have in all Confidential Information made, developed or\nconceived of in whole or in part by Mr. Dressin or any employee or consultant of\nMr. Dressin or Stratton who conceived in whole or in part such Confidential\nInformation.  Mr. Dressin further agrees to execute and deliver any and all\ninstruments, and to do all other things reasonably requested by the Company in\norder to vest more fully in the Company all ownership rights in such\nConfidential Information.  All equipment, notebooks, documents, memoranda,\nreports, files, samples, books, correspondence, lists, other written and graphic\nrecords, and the like, in any way relating to any Confidential Information or\nthe Business, which Mr. Dressin or his employees, assigns or consultants\nprepared, used, constructed, observed, processed, or controlled (collectively,\n\"Materials\") shall be the Company's exclusive property, and Mr. Dressin hereby\nagrees to deliver all Materials, together with any and all copies thereof,\npromptly to the Company at the Company's request.\n\n     3.  Reasonableness of Restrictions.  MR. DRESSIN HAS CAREFULLY READ AND\n         ------------------------------                                 \nCONSIDERED THE PROVISIONS OF SECTIONS 1 AND 2 HEREOF AND, HAVING DONE SO, HEREBY\nAGREES THAT THE RESTRICTIONS SET FORTH IN SUCH SECTIONS ARE FAIR AND REASONABLE\nAND ARE REASONABLY REQUIRED FOR THE PROTECTION OF THE INTERESTS OF THE COMPANY\nAND THE BUSINESS.\n\n     4.  Injunctive Relief and Termination.\n         --------------------------------- \n\n         a.  In General.  Mr. Dressin acknowledges and agrees that the Company\n             ----------                                                       \nshall suffer irreparable harm in the event that Mr. Dressin breaches any of his\nor its obligations under Section 1 or 2 hereof, and that monetary damages shall\nbe inadequate to compensate the Company for any such breach.  Notwithstanding\nthe arbitration provision of the Purchase Agreement, Mr. Dressin agrees that in\nthe event of any breach or threatened breach by Mr. Dressin of any of the\nprovisions of Section 1 or 2 hereof, the Company shall be entitled to a\n              ---------    -                                           \ntemporary restraining order, preliminary injunction and permanent injunction in\norder to prevent or restrain any such breach or threatened breach by Mr.\nDressin, or by any or all of Mr. Dressin's agents, representatives or other\npersons directly or indirectly acting for, on behalf of or with Mr. Dressin.\n\n          b.  No Limitation of Remedies.  Notwithstanding the provisions set\n              -------------------------                                     \nforth in Section 4(a), above, or any other provision contained in this\n         ------------                                                 \nAgreement, the parties hereby agree that no remedy conferred by any of the\nspecific provisions of this Agreement, including, without limitation, this\nSection 4, is intended to be exclusive of any other remedy, and each and every\n---------                                                                     \nremedy shall \n\n \nbe cumulative and shall be in addition to every other remedy given hereunder or\nnow or hereafter existing at law or in equity or by statute or otherwise.\n\n          5.  MISCELLANEOUS\n              -------------\n\n              a. Notices. All notices, requests and other communications\n                 -------\nhereunder must be in writing and will be deemed to have been duly given only if\ndelivered personally against written receipt or by facsimile transmission with\nanswer back confirmation or mailed (postage prepaid by certified or registered\nmail, return receipt requested) or by overnight courier to the parties at the\nfollowing addresses or facsimile numbers:\n\n         If to Mr. Dressin, to:\n\n               Ronald M. Dressin\n               13661 Acorn Patch Lane\n               Poway, California 92064\n\n         If to the Company, to:\n\n               PurchasePro.com, Inc.\n               3291 North Buffalo Drive\n               Las Vegas, NV  89129\n               Facsimile No.: (702)316-7001\n               Attention:  Scott Wiegand\n\nAll such notices, requests and other communications will (i) if delivered\npersonally to the address as provided in this Section 5(a), be deemed given upon\n                                              ------------                      \ndelivery, (ii) if delivered by facsimile transmission to the facsimile number as\nprovided in this Section 5(a), be deemed given upon receipt, and (iii) if\n                 ------------                                            \ndelivered by mail in the manner described above to the address as provided in\nthis Section 5(a), be deemed given upon receipt (in each case regardless of\n     ------------                                                          \nwhether such notice, request or other communication is received by any other\nPerson to whom a copy of such notice, request or other communication is to be\ndelivered pursuant to this Section).  Any party from time to time may change its\naddress, facsimile number or other information for the purpose of notices to\nthat party by giving notice specifying such change to the other parties hereto.\n\n          b.  Entire Agreement.  This Agreement (and all exhibits attached\n              ----------------                                            \nhereto), the Purchase Agreement (and all exhibits and schedules attached\nthereto) and all other documents delivered in connection herewith supersede all\nprior discussions and agreements among the parties with respect to the subject\nmatter hereof and thereof and contains the sole and entire agreement among the\nparties hereto with respect thereto.\n\n          c.  Waiver.  Any term or condition of this Agreement may be waived at\n              ------                                                           \nany time by the party that is entitled to the benefit thereof, but no such\nwaiver shall be effective unless set forth in a written instrument duly executed\nby or on behalf of the party waiving such term or condition.  No waiver by any\nparty hereto of any term or condition of this Agreement, in any one or more\ninstances, shall be deemed to be or construed as a waiver of the same or any\nother term or condition of this Agreement on any future occasion.  All remedies,\neither under this Agreement or by law or otherwise afforded, will be cumulative\nand not alternative.\n\n          d.  Amendment.  This Agreement may be amended, supplemented or\n              ---------                                                 \nmodified only by a written instrument duly executed by or on behalf of each\nparty hereto.\n\n          e.  No Third Party Beneficiary.  The terms and provisions of this\n              --------------------------                                   \nAgreement are intended solely for the benefit of each party hereto and the\nCompany's successors or assigns, and it is not the intention of the parties to\nconfer third-party beneficiary rights upon any other Person.\n\n          f.  No Assignment; Binding Effect.  This Agreement shall inure to the\n              -----------------------------                                    \nbenefit of any successors or assigns of the Company.  Mr. Dressin shall not be\nentitled to assign his obligations under this Agreement.\n\n \n          g.  Headings.  The headings used in this Agreement have been inserted\n              --------                                                         \nfor convenience of reference only and do not define or limit the provisions\nhereof.\n\n          h.  Severability.  If any provision of this Agreement is held to be\n              ------------                                                   \nillegal, invalid or unenforceable under any present or future law, and if the\nrights or obligations of any party hereto under this Agreement will not be\nmaterially and adversely affected thereby, (a) such provision will be fully\nseverable, (b) this Agreement will be construed and enforced as if such illegal,\ninvalid or unenforceable provision had never comprised a part hereof, (c) the\nremaining provisions of this Agreement will remain in full force and effect and\nwill not be affected by the illegal, invalid or unenforceable provision or by\nits severance herefrom and (d) in lieu of such illegal, invalid or unenforceable\nprovision, there will be added automatically as a part of this Agreement a\nlegal, valid and enforceable provision as similar in terms to such illegal,\ninvalid or unenforceable provision as may be possible and mutually acceptable to\nthe parties herein.\n\n          i.  Governing Law.  This Agreement shall be governed by and construed\n              -------------                                                    \nin accordance with the laws of the State of California applicable to contracts\nexecuted and performed in such State, without giving effect to conflicts of laws\nprinciples.\n\n          j.  Attorneys Fees.  In the event suit or action is brought by any\n              --------------                                                \nparty under this Agreement to enforce or construe any of its terms, the\nprevailing party shall be entitled to recover, in addition to all other amounts\nand relief, its reasonable costs and attorneys fees incurred at and in\npreparation for arbitration, trial, appeal and review, such sum to be set by the\narbitrator or court before which the matter is heard.\n\n          k.  Construction.  No provision of this Agreement shall be construed\n              ------------                                                    \nin favor of or against any party on the ground that such party or its counsel\ndrafted the provision.  Any remedies provided for herein are not exclusive of\nany other lawful remedies which may be available to either party.  This\nAgreement shall at all times be construed so as to carry out the purposes stated\nherein.\n\n          l.  Counterparts.  This Agreement may be executed in any number of\n              ------------                                                  \ncounterparts and by facsimile, each of which will be deemed an original, but all\nof which together will constitute one and the same instrument.\n\n                           [SIGNATURE PAGE TO FOLLOW]\n\n \n          IN WITNESS WHEREOF, each of the parties hereto has duly executed this\nAgreement as of the date first above written.\n\n                              PURCHASEPRO.COM, INC.,\n                              a Nevada corporation\n\n                              By: _________________________________\n\n                              Name: _______________________________\n\n                              Title: ______________________________\n\n\n\n\n                              RONALD M. DRESSIN\n \n\n                              _________________________________\n                              Ronald M. Dressin\n\n\n\n      [SIGNATURE PAGE TO THE NON-COMPETITION AND NON-DISCLOSURE AGREEMENT]\n\n\n          \n<\/pre>\n","protected":false},"template":"","meta":{"_acf_changed":false,"_stopmodifiedupdate":true,"_modified_date":"","_cloudinary_featured_overwrite":false},"corporate_contracts_companies":[8609],"corporate_contracts_industries":[],"corporate_contracts_types":[9622,9627],"class_list":["post-43479","corporate_contracts","type-corporate_contracts","status-publish","hentry","corporate_contracts_companies-purchaseprocom-inc","corporate_contracts_types-planning","corporate_contracts_types-planning__purchase"],"acf":[],"_links":{"self":[{"href":"https:\/\/corporate.findlaw.com\/legal-api\/wp-json\/wp\/v2\/corporate_contracts\/43479","targetHints":{"allow":["GET"]}}],"collection":[{"href":"https:\/\/corporate.findlaw.com\/legal-api\/wp-json\/wp\/v2\/corporate_contracts"}],"about":[{"href":"https:\/\/corporate.findlaw.com\/legal-api\/wp-json\/wp\/v2\/types\/corporate_contracts"}],"wp:attachment":[{"href":"https:\/\/corporate.findlaw.com\/legal-api\/wp-json\/wp\/v2\/media?parent=43479"}],"wp:term":[{"taxonomy":"corporate_contracts_companies","embeddable":true,"href":"https:\/\/corporate.findlaw.com\/legal-api\/wp-json\/wp\/v2\/corporate_contracts_companies?post=43479"},{"taxonomy":"corporate_contracts_industries","embeddable":true,"href":"https:\/\/corporate.findlaw.com\/legal-api\/wp-json\/wp\/v2\/corporate_contracts_industries?post=43479"},{"taxonomy":"corporate_contracts_types","embeddable":true,"href":"https:\/\/corporate.findlaw.com\/legal-api\/wp-json\/wp\/v2\/corporate_contracts_types?post=43479"}],"curies":[{"name":"wp","href":"https:\/\/api.w.org\/{rel}","templated":true}]}}