Non-compete agreement (the Agreement”), dated _____________________ by and between Gruber Power Services
___________________________________ (the “Contractor”)
In connection with the Contractors desire to enter into a business relationship with Gruber Power Services (GPS), GPS is furnishing certain information
about their customers to the Contractor which is non-public, confidential, and/or proprietary in nature. Such information, in whole or in part, together
with information about customers supplied by GPS through sub
contracted installation arrangements, whether furnished before or after the execution of
this agreement, is hereinafter referred to as the “Information”.
The Contractor confirms its desire to act as a supplier of either remedial maintenance or installation services to GPS customers, and in consideration of
being furnished with the Information, the Contractor agrees as follows:
The Contractor recognizes and acknowledges the competitive value and confidential nature of the information and the damage in the lost business
that could result to GPS if any such information is disclosed to a third party.
2. The information will be kept confidential and shall not be disclosed by the Contractor, its directors, officers, or employees in any manner
whatsoever, in whole or in part, other than in connection with supplying sub-contracted service. Moreover, the Contractor agrees to transmit the
information only to directors, officers or employees who need to know the information in connection with processing the sub-contracted service to
GPS customers. Such directors, officers, or employees, shall be required by the Contractor to treat the Information confidentially.
3. Upon receipt by Contractor of an award for sub-
contract services GPS customers, the Contractor, its directors, officers, or employees, agree to not
solicit business from the customer or engage in direct communication with the customer other than required to complete the sub-contracted
service. Direct inquires from the customer for services other than contracted will be routed back to GPS for processing.
4. The Contractor further agrees that upon termination of the business relationship, in writing by either party, for any cause, the Contractor will honor
all parts of this agreement for a period of one (1) year.
5. The undersigned acknowledges that damages may be difficult to prove and/or that there may be no adequate remedy at law for breach of this
Agreement. As a result, GPS, in addition to any other rights and remedies it may have, shall be entitled to an injunction restraining the
Undersigned from violation of the agreement. In addition, because of the anticipated difficulty in proving losses arising out of a breach of this
Agreement, the Undersigned agrees that GPS shall be entitled to liquidated damages for each material breach of this agreement in the sum of
$1,000.00 for each such breach, with such sum being offset against, and not in addition to any compensatory damages which may be determined
to be due GPS as a result the of the Undersigned's violation of any of the terms of this Agreement.
6. The Contractor agrees to pay GPS's reasonable attorney's fees incurred in connection with any legal action brought to enforce the terms of this
agreement in addition to any other costs or damages which may be found due.
7. Proper venue for any action involving the enforcement or enforceability of this acti
on shall lie exclusively with the Maricopa County Superior Court,
Maricopa County, Arizona.
Gruber Power Services Contractor