Exhibit B: Non-Competition Agreement
This Agreement is between Bleau Sky Ranch Resources, LLC of 3115 Southwest BLVD, Suite D, San Angelo, TX 76904 (“BSRR”) and (“Contractor”).In consideration of the Independent Contractor Agreement signed contemporaneously herewith, BSRR and Contractor agree:
A. Non-Competition following Termination. Contractor acknowledges that BSRR has developed and will continue to develop strong relationships with clients. Contractor acknowledges that BSRR has developed and will continue to develop good will and a good reputation with the community. Contractor acknowledges and agrees that Contractor benefitted from BSRR’s relationships and that BSRR incurred and will incur financial obligations in establishing and maintaining BSRR’s consulting business. Accordingly, and in consideration of the mutual promises and covenants contained herein, Contractor agrees that, for a period of THREE YEARS following the termination of this Agreement, Contractor agrees not to, directly or indirectly, either as an employee, employer, consultant, agent, principal, partner, stockholder, corporate officer, director, or in any other individual or representative capacity, engage or participate in any business similar to that of BSRR located within the State of Texas without the express written consent of the BSRR. Contractor acknowledges and agrees that Contractor’s abilities and job skills are readily marketable and usable in every other state in the United States, and this covenant does not impose any undue hardship upon Contractor, and thiscovenant does not unreasonably restrict Contractor with respect to obtaining future gainful employment. Both BSRR and Contractor specifically acknowledge and agree that the restraint contained in this covenant related to time, geographical area, and scope of activity do not impose a greater restraint than is necessary to protect BSRR’s legitimate business interest.
B. Buy-Out Covenant. Contractor may buy out the covenant not to compete by paying the BSRR the amount of ONE HUNDRED AND FIFTY THOUSAND DOLLARS ($150,000.00).
C. Enforcement. Contractor agrees that this covenant not to compete may be enforced by restraining order, injunction, monetary damages and/or decrees of specific performance and without a bond bring required or posted, entered by a court of competent jurisdiction. This covenant not to compete shall be enforceable to the fullest extent permitted by law, and, if for any reason any portion of this covenant is held invalid, such invalidity shall not affect the enforceability of the covenant as limited or modified by a court of competent jurisdiction.
D. Non-Solicitation of Contractor. Contractor understands and agrees that any attempt on Contractor’s part to induce others to leave BSRR’s business, or any effort by Contractor to interfere with the BSRR’s relationship with other employees or clients would be harmful and damaging to BSRR’s business. Contractor agrees that during the term of this Agreement and for THREE YEARS thereafter, Contractor will not solicit, entice, take away or employ any person employed by or client of BSRR, without the express written consent of BSRR. This provision shall survive Contractor’s buy-out of the covenant not to compete.
E. Confidential and Proprietary Information. Contractor acknowledges that BSRR has, and will have, confidential information including, but not limited to, the following: prices, costs, discounts, future plans, business affairs, trade secrets, technical matter, client lists, and other information which are valuable, special, and unique assets of BSRR. BSRR and Contractor specifically and expressly stipulate that as between them, such matters are important, material, confidential, and seriously affect the successful conduct of BSRR’s business and good will. Contractor agrees that Contractor will not at any time or in any manner, either directly or indirectly, divulge, disclose or communicateany information to any third party or use such information without the prior written consent of BSRR, or unless required by applicable federal or state law. Contractor will protect the information and treat it as strictly confidential. A violation of this paragraph shall be a material breach of this Agreement and will justify legal and/or equitable relief. The confidentiality of this Agreement shall remain in full force and effect after Contractor’s buy-out of the covenant not to compete.
F. Breach. BSRR and Contractor further acknowledge that BSRR will incur damages and costs resulting from a breach of this Agreement that are difficult to ascertain and therefore agree that the sum of TWO HUNDRED THOUSAND DOLLARS ($200,000.00) is a reasonable amount for Contractor to pay to BSRR as liquidated damages in the event of a breach by Contractor of this Agreement. BSRR and Contractor both agree that the amount established in this clause as liquidated damages is reasonable under the circumstances existing at the time of the execution of this Agreement. Contractor agrees to pay interest on said liquidated damages of ten percent (10%) per annum from the date of the breach.
G. Alternative to Liquid Damages. Without waiving any provision of the above paragraph, but as an alternative to the liquidated damage provision thereof, Contractor agrees that BSRR may elect between the remedy provided by said liquidated damage provision and elect to establish actual damages resulting from a breach of this Agreement and may also seek injunctive relief under either provision. Contractor agrees to pay ten percent (10%) interest per annum on any damages determined from the date of this breach.
H. Term. The term of this Non-Competition Agreement shall begin on May 20, 2022 and end on the third year anniversary date hence.
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Document Name: Exhibit B: Non-Competition Agreement
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