EXHIBIT 10.4
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 Jannine 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 and her 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, 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 five (5) years after the Closing date, Seller
agrees that she 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 five (5) years after the Closing
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 her part in the operation of,
or control of, the business of the companies in which such
investments are made.
2. If the Purchaser elects to terminate the employment
arrangement with John E. Primus under the terms of Section 9 (i)
of his 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 her 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) JANNINE PRIMUS (SELLER)
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By: Ronald L. Weindruch, By: Jannine Primus
Chairman, CEO