EXHIBIT 10.3
SYNAPTX WORLDWIDE, INC.
NON-COMPETE AGREEMENT
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This agreement made and entered into this 1st day of June,
1998 between Synaptx Worldwide, Inc. corporation ("Purchaser")
and John E. Primus ("Seller").
WITNESSETH THAT:
WHEREAS, pursuant to an Agreement and Plan of Stock for
Stock Exchange (the "Purchase Agreement") among Purchaser and
Seller, a Minnesota resident, the Purchaser wishes to acquire all
the outstanding stock of Primus Marketing Associates, Inc.
("Primus");
WHEREAS, Seller is one of the founders of and has been a
principal of Primus and due to the nature of his employment and
his relationship with Primus, has had access to, and has acquired
and assisted in developing confidential and proprietary
information relating to the business and operations of Primus,
including information with respect to the present and prospective
plans, products, systems, processes, customers, suppliers and the
sales and marketing methods of Primus;
WHEREAS, Primus has an Employment Agreement ("Employment
Agreement") with Seller;
WHEREAS, Seller acknowledges that such information and
methods have been, and will continue to be, of central importance
to the business of Primus and that the use of such information
by, or its disclosure to, competitors of Primus or others could
cause substantial harm to Primus and Purchaser; and
WHEREAS, the obligation of Purchaser to consummate the
Closing is expressly conditioned on the execution and delivery of
this Non-Compete Agreement by Seller;
NOW, THEREFORE, the parties hereby agree as follows:
1. For two (2) years after the date that Seller's
employment with Primus is terminated, Seller agrees that he will
not, directly or indirectly (whether as an officer, director,
employee, agent, representative, consultant, proprietor, partner,
joint venturer, stockholder or otherwise), own, manage, operate,
join, control or participate in the ownership, management,
operation or control of, or be connected with, any business
enterprise which is engaged, directly or through a parent,
subsidiary or affiliate, anywhere in
(i) Minnesota, North Dakota, South Dakota, Iowa,
Wisconsin, Upper Michigan or Nebraska;
(ii) Montana, Wyoming, Idaho, Washington or Oregon; and
(iii) in any other area of the United States
in any line of business in which Purchaser and its subsidiaries
are engaged during the period from the Closing Date through the
day that Seller's employment with Purchaser is terminated,
provided that nothing herein contained shall be construed as
preventing Seller from investing his personal assets in such form
or manner as will not require any services on his part in the
operation of, or control of, the business of the companies in
which such investments are made. Purchaser acknowledges that
Seller has entered into a Consulting Agreement with Primus
Datacom, Inc. under which Seller provides services to Primus
Datacom, Inc. Purchaser acknowledges and agrees that this
Non-Compete Agreement shall not be construed to prevent or apply
in any way to Seller's provision of such services to Primus
Datacom, Inc.
2. If the Purchaser elects to terminate the employment
arrangement with Seller under the terms of Section 9 (i) of the
Employment Agreement, then Section 1 of this Non-Competition
Agreement shall be null and void.
3. Seller hereby agrees with Purchaser and Purchaser's
subsidiaries and affiliates (the "Company") that Seller will keep
confidential any and all confidential information of the Company,
including Company's know-how, trade secrets, customer lists, and
other information, data and proprietary information relating to
Company's business (herein called "Proprietary Information") and
will not at any time, without prior written consent of Company,
disclose or make known or allow to be disclosed or made known
such Proprietary Information to any person, firm, corporation, or
other business entity other than Company and persons or entities
designated by Company provided, however, that this Section 3
shall be inoperative as to information which (i) is or becomes
generally available to the public other than as a result of a
disclosure by Seller; (ii) becomes available to Seller on a
non-confidential basis from another source that has represented
that it is entitled to disclose it; (iii) was known to Seller on
a non-confidential basis prior to its disclosure; or (iv) which
Seller is required to disclose by law or regulatory or judicial
order. This provision shall survive the termination of this
Agreement.
4. The waiver by the Purchaser of a breach by Seller of
any provision of this Agreement shall not operate or be construed
as a waiver of any subsequent breach by him.
5. The rights of the Purchaser under this Agreement shall
inure to the benefit of the Purchaser and the successors and
assigns of the Purchaser and of Primus. The obligations of the
Purchaser under this Agreement shall be binding upon the
successors and assigns of the Purchaser.
6. This Agreement shall be governed by and construed in
accordance with the laws of the State of Illinois.
7. The Seller agrees that any breach or threatened breach
by him of any provision of this Agreement shall entitle the
Purchaser, in addition to any other legal remedy available to it,
to apply to any court of competent jurisdiction to enjoin such
breach or threatened breach.
8. To the extent that any provision of this Agreement
shall be invalid or unenforceable, it shall be considered
deleted herefrom and the remainder of such provision and this
Agreement shall be unaffected and continue in full force and
effect. In furtherance and not in limitation of the foregoing,
should the duration, geographical extent or business activities
covering by the provisions of this Agreement be in excess of that
which is valid or enforceable under applicable law, then such
provision shall be construed to cover only that duration, extent
or activities which may be valid and enforceable. The Seller
acknowledges the uncertainty of the law in this respect and
expressly stipulates that this Agreement be given the
construction which renders its provisions valid and enforceable
to the maximum extent (not exceeding its express terms) possible
under applicable law.
IN WITNESS WHEREOF, the parties have executed this Agreement
as of the day and year first above written.
SYNAPTX WORLDWIDE, INC. (PURCHASER) JOHN PRIMUS (SELLER)
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By: Ronald L. Weindruch, By: John Primus
Chairman, CEO