Sample Business Contracts

Non-Competition Agreement - Fusion Telecommunications International Inc. and Marvin Rosen

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                            NON-COMPETITION AGREEMENT

     AGREEMENT  made  this  ____  day of  January,  2005 by and  between  Fusion
Telecommunications  International,  Inc., a Delaware corporation  ("Fusion") and
Marvin Rosen ("Marvin").

                              W I T N E S S E T H:
                             - - - - - - - - - - -

     WHEREAS, Marvin Rosen is the Chief Executive Officer of Fusion but does not
receive any compensation from the Company for his services in such capacity;

     WHEREAS,  Marvin Rosen is not a party to an employment agreement and is not
committed to devote any specific portion of his time working for Fusion; and

     WHEREAS,  Fusion is engaged in the provision of traditional voice services,
voice over Internet protocol services, private network services, Internet access
services are Internet-based video conferencing services (the "Business");

     WHEREAS,  Kirlin Securities has required the execution of this Agreement as
a  condition  to acting as the  underwriter  for the  Company's  initial  public

     NOW,  THEREFORE,  in  consideration  of the  premises  and  of  the  mutual
covenants set forth in this Agreement, the parties hereto agree as follows:

     1.   Non-competition.

          (a) DURATION AND EXTENT OF RESTRICTION. Marvin shall not, for a period
ending  January __,  2007,  two (2) years  after the date  hereof (the  "Closing
Date"),  within the geographic  regions where Fusion is currently or is planning
to operate its  Business,  engage in the Business the same as,  similar to or in
general  competition  with the Business being conducted by Fusion at or prior to
the Closing Date;  provided,  however,  that in the event Fusion


consummates an initial public offering of its securities, the Closing Date shall
be the two (2) year  anniversary  from the  effective  date of the  registration
statement.  The term  "engage  in" shall  include,  but shall not be limited to,
activities,  whether direct or indirect,  as proprietor,  partner,  stockholder,
director, officer,  principal, agent, employee,  consultant or lender; provided,
however, that the ownership of not more than three percent (3%) in the aggregate
by Marvin of the stock of a publicly held  corporation  shall not be included in
such term.

          (b)  RESTRICTIONS  WITH RESPECT TO CUSTOMERS.  In furtherance  of, and
without in any way limiting the restriction in subparagraph  (a) above,  for the
period  specified  in  subparagraph  (a) above,  Marvin  shall not,  directly or

               (i) request any present or future  customers of Fusion to curtail
or cancel their business with Fusion;

               (ii)  disclose  the  identity  of any  past,  present  or  future
customers  of Fusion to any  other  person,  firm or  corporation  engaged  in a
business  the same as,  similar to or in general  competition  with the Business
being   conducted  by  Fusion  within  the  territorial   limits   described  in
subparagraph (a) above;

               (iii)  solicit,  canvas or  accept,  or  authorize  any person to
solicit,  canvas or accept, from any past, present or future customers of Fusion
any business for any other person, firm or corporation engaged in a business the
same as, similar to or in general  competition with the Business being conducted
by Fusion within the territorial limits described in subparagraph (a) above; or


               (iv)  induce or attempt to  influence  any  employee of Fusion to
terminate his employment.

     As used in this  subparagraph  (b), "future customer" shall mean a customer
with whom business will have been transacted between the date hereof and the end
of the term specified in subparagraph (a) above.

          (c) REMEDIES FOR BREACH.  Marvin  acknowledges  that the  restrictions
contained  in this  paragraph  1, in view of the nature of the Business in which
Fusion is engaged,  are  reasonable  and  necessary  to protect  the  legitimate
interests of Fusion and that any violation of these restrictions would result in
irreparable injury to Fusion. Marvin agrees that, in the event of a violation of
any of such restrictions,  Fusion shall be entitled to preliminary and permanent
injunctive  relief as well as an equitable  accounting of all earnings,  profits
and other benefits arising from such violation, which rights shall be cumulative
and in addition to any other rights or remedies to which Fusion may be entitled.
In the event of a  violation,  the  period  of  non-competition  referred  to in
subparagraph  (a) above  shall be  extended  by a period  of time  equal to that
period  beginning when such  violation  commenced and ending when the activities
constituting such violation shall have been finally terminated in good faith.


          (a) NOTICES. All notices,  requests,  demands and other communications
required  or  permitted  under this  Agreement  shall be in writing and shall be
deemed to have been duly given, made and received when delivered against receipt
or when  deposited in the United  States  mails,  first class  postage  prepaid,
addressed as set forth below:


                (i) If to Marvin:

                    Marvin Rosen
                    c/o Fusion Telecommunications International, Inc.
                    420 Lexington Avenue, Suite 518
                    New York, New York 10170

               (ii) If to Fusion:
                    Fusion Telecommunications International, Inc.
                    420 Lexington Avenue, Suite 518
                    New York, New York 10170
                    Attention: Matthew Rosen

                    with a copy, given in the manner prescribed above, to:

                    Gersten, Savage, Kaplowitz, Wolf & Marcus, LLP
                    101 East 52nd Street
                    New York, NY 10022
                    Attention: Arthur Marcus, Esq.

     Either party may alter the address to which communications or copies are to
be sent by  giving  notice of such  change of  address  in  conformity  with the
provisions of this paragraph for the giving of notice.

          (b)  INDULGENCES.  Neither any  failure  nor any  delay on the part of
either  party to  exercise  any right,  remedy,  power or  privilege  under this
Agreement  shall  operate as a waiver  thereof,  nor shall any single or partial
exercise of any right,  remedy, power or privilege preclude any other or further
exercise of the same or of any other  right,  remedy,  power or  privilege,  nor
shall any waiver of any right,  remedy,  power or privilege  with respect to any
occurrence  be construed as a waiver of such right,  remedy,  power or privilege
with respect to any other occurrence.

          (c) CONTROLLING LAW. This Agreement and all questions  relating to its
validity, interpretation,  performance and enforcement, shall be governed by and
construed in accordance with the laws of the State of New York,  notwithstanding
any New York or other conflict-of-interest provisions to the contrary.


          (d) BINDING NATURE OF AGREEMENT.  This Agreement shall be binding upon
and inure to the  benefit  of the  parties  hereto and their  respective  heirs,
personal representatives, successors and assigns except that no party may assign
or transfer such party's rights or obligations  under this Agreement without the
prior written consent of the other party.

          (e) EXECUTION IN  COUNTERPARTS.  This Agreement may be executed in any
number of  counterparts,  each of which  shall be deemed  to be an  original  as
against  any party  whose  signature  appears  thereon,  and all of which  shall
together  constitute one and the same  instrument.  This Agreement  shall become
binding when one or more  counterparts  hereof,  individually or taken together,
shall bear the signatures of the parties reflected hereon as the signatories.

          (f)  PROVISIONS  SEPARABLE.  The  provisions  of  this  Agreement  are
independent of and separable from each other, and no provision shall be affected
or rendered  invalid or  unenforceable by virtue of the fact that for any reason
any other or others of them may be invalid or unenforceable in whole or in part.

          (g) ENTIRE AGREEMENT. This Agreement contains the entire understanding
between  the parties  hereto with  respect to the  subject  matter  hereof,  and
supersedes  all  prior  and   contemporaneous   agreements  and  understandings,
inducements  and  conditions,  express or implied,  oral or  written,  except as
herein  contained.  The express terms hereof control and supersede any course of
performance and/or usage of the trade inconsistent with any of the terms hereof.
This  Agreement  may not be modified or amended  other than by an  agreement  in


          (h) PARAGRAPH  HEADINGS.  The paragraph headings in this Agreement are
for  convenience  only; they form no part of this Agreement and shall not affect
its interpretation.

          (i) GENDER.  Words used  herein,  regardless  of the number and gender
specifically  used,  shall be deemed and  construed to include any other number,
singular or plural, and any other gender, masculine,  feminine or neuter, as the
context requires.

          (j) NUMBER OF DAYS.  In  computing  the number of days for purposes of
this  Agreement,  all days shall be counted,  including  Saturdays,  Sundays and
holidays; provided, however, that if the final day of any time period falls on a
Saturday,  Sunday or holiday,  then the final day shall be deemed to be the next
day which is not a Saturday, Sunday or holiday.



     IN WITNESS  WHEREOF,  the parties have executed this  Agreement on the date
first above written.

Fusion Telecommunications International, Inc.

           Authorized Officer

Marvin Rosen