Sample Business Contracts

Noncompetition Agreement - Master Graphics Inc. and Henry Hederman Jr.

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                            NONCOMPETITION AGREEMENT

This Noncompetition Agreement (this "Agreement") is made as of March 1, 1998, by
and between MASTER GRAPHICS, INC., a Delaware corporation ("Buyer"), and H.
Henry Hederman, Jr. ("Seller").


Concurrently with the execution and delivery of this Agreement, Buyer is
purchasing from Seller outstanding shares (the "Shares") of common stock of
Hederman Brothers, Inc. ("Hederman") pursuant to the terms and conditions of a
stock purchase agreement made as of _________, 1998, (the "Stock Purchase
Agreement").  Contemporaneous with the purchase of the Shares, Hederman_ will be
merged into Premier Graphics, Inc., a Delaware corporation (the "Company"),
which is a wholly owned subsidiary of Buyer. Section 2.4(a)(iv) of the Stock
Purchase Agreement requires that a noncompetition agreement be executed and
delivered by Seller as a condition to the purchase of the Shares by Buyer.


The parties, intending to be legally bound, agree as follows:


Capitalized terms not expressly defined in this Agreement shall have the
meanings ascribed to them in the Stock Purchase Agreement.


Seller acknowledges that (a) Seller has occupied a position of trust and
confidence with Hederman_ prior to the date hereof and has become familiar with
the following, any and all of which constitute confidential information of the
Company, (collectively the "Confidential Information"): (i) any and all trade
secrets concerning the business and affairs of the Company, product
specifications, data, know-how, formulae, compositions, processes, designs,
samples, current and planned manufacturing and distribution methods and
processes, customer lists, current and anticipated customer requirements, price
lists, market studies, business plans, and computer software and programs of the
Company and any other information, however documented, of the Company that is a
trade secret; (ii) any and all information concerning the business and affairs
of the Company (which includes historical financial statements, financial
projections and budgets, historical and projected sales, capital spending
budgets and plans, the names and backgrounds of key personnel, and personnel
training and techniques and materials), however documented; and (iii) any and
all notes, analysis, compilations, studies, summaries, and other material
prepared by 
or for the Company containing or based, in whole or in part, on any information
included in the foregoing, (b) the business of the Company is national in scope,
(c) its products and services are marketed throughout the United States; (d) the
Company competes with other businesses that are or could be located in any part
of the United States; (e) Buyer has required that Seller make the covenants set
forth in Sections 3 and 4 of this Agreement as a condition to the Buyer's
purchase of the Shares owned by Seller; (f) the provisions of Sections 3 and 4
of this Agreement are reasonable and necessary to protect and preserve the
Acquired Companies' business, and (g) the Company would be irreparably damaged
if Seller were to breach the covenants set forth in Sections 3 and 4 of this


Seller acknowledges and agrees that all Confidential Information known or
obtained by Seller, whether before or after the date hereof, is the property of
the Company. Therefore, Seller agrees that Seller will not, at any time,
disclose to any unauthorized Persons or use for his own account or for the
benefit of any third party any Confidential Information, whether Seller has such
information in Seller's memory or embodied in writing or other physical form,
without Buyer's written consent, unless and to the extent that the Confidential
Information is or becomes generally known to and available for use by the public
other than as a result of Seller's fault or the fault of any other Person bound
by a duty of confidentiality to Buyer or the Company. Seller agrees to deliver
to Buyer at the time of execution of this Agreement, and at any other time Buyer
may request, all documents, memoranda, notes, plans, records, reports, and other
documentation, models, components, devices, or computer software, whether
embodied in a disk or in other form (and all copies of all of the foregoing),
relating to the businesses,  operations, or affairs of the Company and any other
Confidential Information that Seller may then possess or have under Seller's


As an inducement for Buyer to enter into the Stock Purchase Agreement and as
additional consideration for the consideration to be paid to Seller under the
Stock Purchase Agreement Seller agrees that:

(a)  During the time Seller is employed by the Company and for a period of seven
(7) years after Seller's employment with the Company is terminated:

(i) Seller will not, directly or indirectly, engage or invest in, own, manage,
operate, finance, control, or participate in the ownership, management,
operation, financing, or control of, be employed by, associated with, or in any
manner connected with, lend Seller's name or any similar name to, lend Seller's
credit to, or render services or advice to, any business whose products or
activities compete in whole or in part with the products or activities of the
Company, within Mississippi; provided, however, that Seller may purchase or
otherwise acquire up to (but not more than) one percent of any class of
securities of any enterprise (but without otherwise participating in the
activities of such enterprise) if such securities are listed on any national or
regional securities exchange or have been registered under Section 12(g) of the
Exchange Act of 1934. Seller agrees that this covenant is reasonable with
respect to its duration, geographical area, and scope.

(ii) Seller will not, directly or indirectly, either for himself or any other
Person, (A) induce or attempt to induce any employee of the Company to leave the
employ of the Company, (B) in any way interfere with the relationship between
the Company and any employee of the Company, (C) employ, or otherwise engage as
an employee, independent contractor, or otherwise, any employee of the Company,
or (D) induce or attempt to induce any customer, supplier, licensee, or business
relation of the Company to cease doing business with the Company, or in any way
interfere with the relationship between any customer, supplier, licensee, or
business relation of the Company.

(iii) Seller will not, directly or indirectly, either for himself or any other
Person, solicit the business of any Person known to Seller to be a customer of
the Company, whether or not Seller had personal contact with such Person, with
respect to products or activities which compete in whole or in part with the
products or activities of the Company;

(b) In the event of a breach by Seller of any covenant set forth in Subsection
4(a) of this Agreement, the term of such covenant will be extended by the period
of the duration of such breach;

(c) Seller will not, at any time during the period set forth in paragraph (a)
above, disparage Buyer or the Company, or any of their shareholders, directors,
officers, employees, or agents; and

(d) Seller will, for a period of seven (7) years after the termination of
Seller's employment with the Company, within ten days after accepting any
employment, advise Buyer of the identity of any employer of Seller. Buyer or the
Company may serve notice upon each such employer that Seller is bound by this
Agreement and furnish each such employer with a copy of this Agreement or
relevant portions thereof.


If Seller breaches the covenants set forth in Sections 3 or 4 of this Agreement,
Buyer and the Company will be entitled to the following remedies:

(a) Damages from Seller;

(b) To offset against any and all amounts owing to Seller under the Stock
Purchase Agreement any and all amounts which Buyer or the Company claim under
Subsection 5(a) of this Agreement; and

(c) In addition to its right to damages and any other rights it may have, to
obtain injunctive or other equitable relief to restrain any breach or threatened
breach or otherwise to specifically enforce the provisions of Sections 3 and 4
of this Agreement, it being agreed that money damages alone would be inadequate
to compensate the Buyer and the Company and would be an 
inadequate remedy for such breach.

(d) The rights and remedies of the parties to this Agreement are cumulative and
not alternative.


This Agreement will be binding upon Buyer, the Company and Seller and will inure
to the benefit of Buyer and the Company and their affiliates, successors and
assigns and Seller and Seller's assigns, heirs and legal representatives.


The rights and remedies of the parties to this Agreement are cumulative and not
alternative. Neither the failure nor any delay by any party in exercising any
right, power, or privilege under this Agreement will operate as a waiver of such
right, power, or privilege, and no single or partial exercise of any such right,
power, or privilege will preclude any other or further exercise of such right,
power, or privilege or the exercise of any other right, power, or privilege. To
the maximum extent permitted by applicable law, (a) no claim or right arising
out of this Agreement can be discharged by one party, in whole or in part, by a
waiver or renunciation of the claim or right unless in writing signed by the
other party; (b) no waiver that may be given by a party will be applicable
except in the specific instance for which it is given; and (c) no notice to or
demand on one party will be deemed to be a waiver of any obligation of such
party or of the right of the party giving such notice or demand to take further
action without notice or demand as provided in this Agreement.


This Agreement will be governed by the laws of the State of Mississippi without
regard to conflicts of laws principles.


Any action or proceeding seeking to enforce any provision of, or based on any
right arising out of, this Agreement may be brought against any of the parties
in (a) the courts of the State of Tennessee, County of Shelby, or (b) the courts
of the State of Mississippi, County of Hinds, or (c) if it has or can acquire
jurisdiction, in the United States District Court for the Western District of
Tennessee, or (d) if it has or can acquire jurisdiction, in the United States
District Court for the Southern District of Mississippi, and each of the parties
consents to the jurisdiction of such courts (and of the appropriate appellate
courts) in any such action or proceeding and waives any objection to venue laid
therein. Process in any action or proceeding referred to in the preceding
sentence may be served on any party anywhere in the world.


Whenever possible each provision and term of this Agreement will be interpreted
in a manner to 
be effective and valid but if any provision or term of this Agreement is held to
be prohibited by or invalid, then such provision or term will be ineffective
only to the extent of such prohibition or invalidity, without invalidating or
affecting in any manner whatsoever the remainder of such provision or term or
the remaining provisions or terms of this Agreement. If any of the covenants set
forth in Section 4 of this Agreement are held to be unreasonable, arbitrary, or
against public policy, such covenants will be considered divisible with respect
to scope, time, and geographic area, and in such lesser scope, time and
geographic area, will be effective, binding and enforceable against Seller.


This Agreement may be executed in one or more counterparts, each of which will
be deemed to be an original copy of this Agreement and all of which, when taken
together, will be deemed to constitute one and the same agreement.


The headings of Sections in this Agreement are provided for convenience only and
will not affect its construction or interpretation. All references to "Section"
or "Sections" refer to the corresponding Section or Sections of this Agreement
unless otherwise specified. All words used in this Agreement will be construed
to be of such gender or number as the circumstances require. Unless  otherwise
expressly provided, the word "including" does not limit the preceding words or


All notices, consents, waivers, and other communications under this Agreement
must be in writing and will be deemed to have been duly given when (a) delivered
by hand (with written confirmation of receipt), (b) sent by facsimile (with
written confirmation of receipt), provided that a copy is mailed by registered
mail, return receipt requested, or (c) when received by the addressee, if sent
by a nationally recognized overnight delivery service (receipt requested), in
each case to the appropriate addresses and facsimile numbers set forth below (or
to such other addresses and facsimile numbers as a party may designate by notice
to the other parties):

     Seller:           H. Henry Hederman
                       500 Steed Road
                       P. O. Box 6100
                       Ridgeland, Mississippi 39158

                       Facsimile No.: (601) 853-7332

     with a copy to:   Butler, Snow, O'Mara, Stevens & Cannada
                       17/th/ Floor
                       Deposit Guaranty Plaza
                       210 East Capitol Street
                       Jackson, Mississippi 39201
                       Attention: Don Cannada, Esq.

                       Facsimile No.:(601) 949-4555

     Buyer:            Master Graphics, Inc
                       2500 Lamar Avenue
                       Memphis, Tennessee

     Attention:        John P. Miller

     Facsimile No.: (901) 744-6012

     with a copy to:   Black Bobango & Morgan
                       530 Oak Court Drive, Suite 345
                       Memphis, Tennessee 38117
     Attention:        Michael P. Morgan, Esq.

     Facsimile No.: (901) 762-0530


This Agreement, the Employment Agreement and the Stock Purchase Agreement
constitute the entire agreement between the parties with respect to the subject
matter of this Agreement and supersede all prior written and oral agreements and
understandings between Buyer and Seller with respect to the subject matter of
this Agreement. This Agreement may not be amended except by a written agreement
executed by the party to be charged with the amendment.

IN WITNESS WHEREOF, the parties have executed and delivered this Agreement as of
the date first above written.


          By:/s/ John P. Miller
          Its: President


          /s/ H. Henry Hederman, Jr.
          H. Henry Hederman, Jr.