SPECIFIC NON-COMPETE AGREEMENTS
I, the undersigned Contractor/Representative who or whom has been trained under the completion of SBC Concrete Carpentry Wall Panels’ Course either by DVD Training or Hands-On Training, “Contractor/Representative” of SBC, and educator/Owner of SBC, Bryan J. Gauthier, hereinafter “Owner”, recognize that during the course of my training, I will be exposed to confidential and unique information, including but not limited to trade secrets pertaining to material formulations, application procedures, exclusive SBC trade concepts and all other teachings provided by SBC for the purpose of benefiting myself in personal applications of all knowledge or skills attained by SBC for personal use or as a contractor offering only construction services in relation to knowledge or skills attained by SBC.
Furthermore I, the Contractor/Representative of SBC, recognize clearly that my agreement to this Covenant Not To Compete is by no means enforced by my actions to perform my skills or knowledge attained during my training for Personal Applications or Contracting Services of installations of product examples learned from SBC. However, I fully recognize and clearly agree to the Primary Enforcement and Terms of this Covenant Not To Compete as by no means shall I personally, or by any means by anyone associated with myself, such as employee’s of my company, subcontractors performing labor services for me, family members, friends, Profit in anyway by Teaching or conducting any means or form of classes or training in any form in relation to any form of information or skills acquired during my training under SBC. It is obvious that employee's will need to be trained on procedures & Methods, however they will be required to sign this non-compete form for your own liability and business interest, as well as ours. If you do not have a form, we would be more than happy to send one over A.S.A.P. (602) 741-8322.
SPECIFIC AGREEMENTS
A. CONTRACTOR/REPRESENTATIVE FULLY UNDERSTANDS THAT CONTRACTOR/REPRESENTATIVE CANNOT SELL OR DUPLICATE THE MOLDS PROVIDED IN THIS CONCRETE PANEL SYSTEM FOR THE PURPOSE OF RE-SELLING AS INDIVIDUAL CONCRETE PANEL(S).
B. CONTRACTOR/REPRESENTATIVE IS NOT ALLOWED TO COMPETE AGAINST SBC BY SELLING AS A PRODUCT, CONCRETE WALL PANELS, CONCRETE PANELS FOR WALLS, WALL PANELS, VERTICAL WALL PANELS, WALL PANELS OF ANY KIND THAT ARE PRODUCED/MANUFACTURED BY SBC. CONTRACTOR/REPRESENTATIVE CANNOT SELL AS A PRODUCT, CONCRETE WALL PANELS, WALL PANELS, VERTICAL WALL PANELS, WALL PANELS OF ANY KIND OR OF ANY SIZE FROM ANY OTHER COMPANY, BUSINESS, INDIVIDUAL, OR ENTITY LOCATED IN THE U.S. OR INTERNATIONAL, WHO IS IN DIRECT COMPETITION WITH SBC.
C. CONTRACTOR/REPRESENTATIVE IS NOT ALLOWED TO RE-PRODUCE THE SBC CONCRETE CARPENTRY WALL PANELS, OR ANY OTHER COMPANY'S CONCRETE PANELS FOR WALLS, WALL PANELS, VERTICAL WALL PANELS, WALL PANELS OF ANY KIND OR SIZE, TEXTURE ROLLERS, COUNTERTOP FORMS, COUNTERTOP INSERTS, TEXTURE STAMPS, TEXTURE MATTS, OR ANY CONCRETE OR DECORATIVE CONCRETE TOOLS, FOR THE PURPOSE OF RE-SALE AS INDIVIDUAL PRODUCTS TO CONSUMERS, INDIVIDUALS, HOMEOWNERS, PROPERTY OWNERS COMMERCIAL OR RESIDENTIAL, BUSINESSES, BUSINESS ENTITIES LOCATED IN THE U.S. OR INTERNATIONAL.
D. CONTRACTOR/REPRESENTATIVE IS NOT RESTRICTED FROM DESIGNING: MOLDS, STAMPS, TEXTURE TOOLS, CUSTOM WALL PANEL MOLDS FOR THE PURPOSE OF UTILIZING SUCH MOLDS, STAMPS, TEXTURE TOOLS, OR CUSTOM WALL PANEL MOLDS ON CONTRACTED COMMERCIAL OR RESIDENTIAL JOBS SOLD BY CONTRACTOR/REPRESENTATIVE. IF CONTRACTOR/REPRESENTATIVE DESIGNS ITS OWN WALL PANELS OR WALL PANEL MOLDS, THEY ARE TO ONLY BE USED BY CONTRACTOR/REPRESENTATIVES ON JOBS AND THEY ARE NOT ALLOWED TO BE SOLD AS AN INDIVIDUAL PRODUCT.
E. CONTRACTOR/REPRESENTATIVE IS NOT RESTRICTED TO BECOME DISTRIBUTORS FOR OTHER COMPANY'S OFFERING DECORATIVE CONCRETE PRODUCTS SUCH AS: TEXTURE ROLLERS, COUNTERTOP FORMS OR EDGES, COUNTERTOP INSERTS, TEXTURE STAMPS, TEXTURE MATTS, OR ANY CONCRETE OR DECORATIVE CONCRETE SEALERS, COLORANTS, DYES, AGGREGATES, POLYMERS, EPOXIES, PRE-MIX CEMENTS, HAND TOOLS, MOLDS, AND DECORATIVE CONCRETE SUPPLIES. WALL PANELS OF ANY TYPE ARE THE ONLY PRODUCT THAT CONTRACTOR/REPRESENTATIVE CANNOT BECOME A DISTRIBUTOR OF FOR OTHER COMPANY’S OTHER THAN SBC.
F. CONTRACTOR/REPRESENTATIVE FURTHER UNDERSTANDS AND AGREES THAT THE PURCHASE OF SBC’S CONCRETE PANEL SYSTEM IS DESIGNED AND TRADE MARKED BY SBC AND IS TO BE USED STRICTLY FOR MASS PRODUCTION OF THE ACTUAL INSTALLATION AS A CONTRACTOR OF THESE PANELS WHICH WILL BE MASS PRODUCED BY YOU THE CONTRACTOR/REPRESENTATIVE FOR YOUR CUSTOMERS/CONSUMERS ONLY.
G. SMALLER PANELS 1SQ.FT. TO 5SQ.FT. MAXIMUM, WHICH ARE DESIGNED FOR HOMEOWNERS OR DO-IT-YOURSELFERS, HAVE BEEN MADE AVAILABLE FOR PURCHASE THROUGH SBC ONLY, HEREINAFTER “SBC DIY SMALL CONCRETE CARPENTRY PANELS.” THESE PANELS ARE EXCLUDED FROM THIS AGREEMENT, GIVING SBC, BRYAN GAUTHIER OR ANY EMPLOYEE, PERSON, AFFILIATION OF SBC OR BRYAN GAUTHIER, OR ANYONE THAT SBC GIVES PERMISSION TO, MAY AT ANYTIME SELL THESE SPECIFIC “SBC DIY SMALL CONCRETE CARPENTRY PANELS” AND HAS FULL RIGHTS TO SELL THE SBC DIY MOLDS, OR TRAINING ON INSTALLING SUCH PANELS OR OPERATING THE SBC MOLDS.
CONFIDENTIAL INFORMATION AND NON-COMPETITION
Contractor/Representative acknowledges that during the course of its services hereunder, Contractor/Representative will come into possession of confidential information concerning SBC selling techniques, business forms, and lists of SBC customers and perspective customers, and will, in addition, develop through its employees a personal acquaintance with SBC customers and prospective customers, and will, in addition, develop through its employees a personal acquaintance with SBC customers and prospective customers within the territory. Contractor/Representative further acknowledges that as a consequence thereof, Contractor/Representative will occupy a position of trust and confidence with respect to SBC affairs and its products. Accordingly, Contractor/Representative agrees with SBC as follows:
a) any information obtained by Contractor/Representative during the course of or as incidental to its services hereunder, concerning the customers of SBC or its operations, property, business, plans, policies, methods, or procedures, which is not of general public knowledge, will be treated by Contractor/Representative as confidential information. Contractor/Representative shall not during the term of this Agreement and at any time thereafter, disclose such information in whole or in part, to any person OR entity, business or competitor not entrusted with the same by SBC, or use to the detriment of SBC, or use in any business competitive or similar to any business of SBC such information or use in any way or in any capacity such information other than to fulfill its obligations hereunder.
b) At anytime during this Agreement or After Termination of this Agreement for any reason whatsoever, Contractor/Representative will not:
1. either individually or in partnership or in conjunction with any person, firm, association, company or corporation, as principal, agent, director, officer, employee, or in any other manner whatsoever, sell directly or indirectly any product of SBC’S Concrete Carpentry Panel(s) System or training, such as but not limited to, concrete panels, molds, materials which produce the panels, tech manual that provides formula’s and recipes for the concrete panels or formula’s and recipes that have been provided to Contractor/Representative by Company, directly competitive with any product of SBC, to any person, firm or corporation who purchased any of the Products in the Territory OR outside the Territory at any time during this Agreement or anytime preceding the termination of this Agreement; or
2. Solicit or contact with a view to selling any such product to any such person, firm or corporation. Any violation of this undertaking will constitute a serious breach of this Agreement and Contractor/Representative undertakes and agrees to pay to SBC, as liquidated damages, a sum equal to the commissions earned during the six month period prior to the breach, the said indemnity owing from the date of the breach and SBC shall have the additional right to obtain, for the future, an order from a cord of competent jurisdiction preventing any further breach.
I agree that in the event that SBC believes I have violated this Covenant Not To Compete by any means of training or educating personally or by anyone associated with myself as mentioned above, SBC may notify any other person, corporation or entity of the existence of this Covenant Not To Compete, will be entitled to full injunctive relief from any breach of this Covenant Not To Compete, and will be entitled to recover from myself, my business or business entity, SBC’S actual damages, punitive damages, attorney’s fees and cost incurred due to the breach of this Agreement. By signing below, I indicate that I have read this Agreement and that I fully understand and agree to all of its provisions.
DATED:_________________________________________
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Authorized Signature