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Ray, Lawyer
Category: Real Estate Law
Satisfied Customers: 36373
Experience:  Texas Attorney for 30 years dealing in real estate
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Need Corp Llc agreement reviewed

Customer Question

Need Corp Llc agreement reviewed
Submitted: 1 month ago.
Category: Real Estate Law
Expert:  Ray replied 1 month ago.

Hi and welcome to JA. Ray here to help you today.Please bear with me a few moments while I review your question, conduct and prepare your response.

Expert:  Ray replied 1 month ago.

Can you post it here and tell me what questions you have, thanks.

Customer: replied 1 month ago.
I'm John Golat, and need a separate lawyer to review the documents to ensure I understand the keypoints of the contract to to make sure I'm protected.
Expert:  Ray replied 1 month ago.

John give me a couple of minutes.

Expert:  Ray replied 1 month ago.

a. Manager shall indemnify, defend and holdharmless the Company and its officers, directors, owners, principals, members,partners, employees, affiliates, agents, representatives, successors andassigns (the “Indemnified Parties”) from and against any and all losses,damages, liabilities, claims, expenses, fines and penalties, including courtcosts and attorneys’ fees, arising out of Manager’s representations in thisSection 6 being untrue or arising out of Manager’s breach of any of itswarranties or covenants in this Section 6.

This would have you indemifying them for any suit arising out of your breaches..

Expert:  Ray replied 1 month ago.

Do you have specific questions here.

Expert:  Ray replied 1 month ago.

Section 11.02 Non-compete; Non-solicit.

(a) Non-compete. Inlight of each Member's accessto Confidential Informationandposition of trust and confidence with the Company, each Member hereby agrees that, during the periodof his/her/its continued employment or other engagementwith the Company or any Company Subsidiary and for a period of one (1) year, runningconsecutively, beginning on the lastdayof the Member'semployment or other engagement with the Company or any CompanySubsidiary, for any reason or no reason (the "Restricted Period"), such Member shall not (x) render services orgive advice to, or affiliatewith (as employee, partner, consultantor otherwise), or (y) directly or indirectly throughone or more of any of theirrespective Affiliates, own, manage,operate, control or participate in the ownership, management,operation or control of, any Competitor or any division or business segment ofany Competitor; provided, that nothing in this Section 11.02(a) shallprohibit such Member or any ofhis PermittedTransferees or any of their respective Affiliatesfrom acquiring orowning, directly orindirectly:

(i) Upto 2% of the aggregate voting securitiesof any Competitor that is a publiclytraded Person; or

(ii) Upto 5% of the aggregate voting securitiesof any Competitor that is not a publicly tradedPerson, so long asneither such Member nor any of its Permitted Transferees, directly orindirectly through one or moreof their respective Affiliates, designates a member of the board ofdirectors (or similarbody) of such Competitor or its Affiliatesor is granted any other governance rights with respectto such Competitor or its Affiliates(other than customary governancerights granted in connectionwith the ownership of debtsecurities).

For purposes of this Section11.02(a), "Competitor" means any other Person engaged, directly or indirectly, in whole or in part, in the same or similar business as the Company, including, without limitation, the development, production,distribution and/or sale of anyorganic energy drinks, natural drinks or any similar products derived from ordeveloped into the energy industry, within a one hundredeighty (180) mile radius from Pittsburgh,Pennsylvania.

(b) Non-solicitof Employees. In light of each Member's accessto Confidential Informationand position of trust and confidence with the Company,each Member further agreesthat, during the Restricted Period, he/she/it shallnot, directly or indirectly through one or more ofany of their respective Affiliates,hire or solicit, or encourage any other Person tohire or solicit, any individualwho has been employed by the Company or any CompanySubsidiary within one (1) year priorto the date of such hiring or solicitation, or encourageany such individual to leave such employment. This Section 11.02(b) shall not prevent a Member from hiring orsoliciting any employee or former employeeof the Company or any CompanySubsidiary who responds to a generalsolicitation that is a public solicitation of prospective employees and not directedspecifically to any Company orCompany Subsidiary employees.

(c) Non-solicitof Clients. Inlight of each Member's accessto Confidential Informationand position of trust and confidence with the Company, eachMember further agrees that,during the Restricted Period, he/she/it shall not, directly or indirectly through one or more ofany of their respective Affiliates,solicit or entice, or attempt to solicit or entice, any clients, customers or suppliersof the Company or any CompanySubsidiary for purposes of diverting theirbusiness or services fromthe Company.

(d) Blue Pencil. If any court of competent jurisdictiondetermines that any ofthe covenants set forthin this Section 11.02, or any part thereof, is unenforceable because of the duration or geographicscope of such provision, such court shallhave the power to modify any such unenforceable provision in lieu of severing suchunenforceable provision fromthis Agreement in its entirety, whether by rewriting the offendingprovision, deleting any orall of the offending provision,adding additional language to this Section 11.02 or by makingsuch other modifications as it deems warranted to carry out the intent and agreementof the parties as embodied herein to the maximum extent permitted by Applicable Law. The partieshereto expressly agree that this Agreement asso modified by the court shallbe binding upon and enforceable againsteach of them.

The noncompete keeps you from working for competitor, hiring anyone from company, clients, etc for a period of one year.That makes it real hard to continue in this particular business here.

Expert:  Ray replied 1 month ago.

These are the things that jump out here, you have to decide if the amount of management compensates for the risk and things you are waiving including the noncompete.

Let me know if you have more here be happy to follow up.

Thanks again for the chance to help you.

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