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EXHIBIT 3
RESTRICTIVE COVENANT AGREEMENT
OF
STAR SERVICES GROUP, INC.
AGREEMENT, made this 1st day of March, 2000 by and between STAR
SERVICES GROUP, INC., a Florida corporation having its principal office located
at ▇▇▇▇ ▇. ▇▇▇▇▇▇▇▇▇ ▇▇▇▇, ▇▇▇▇▇▇▇ ▇▇▇▇▇, ▇▇▇▇▇▇▇ ▇▇▇▇▇, (hereinafter referred
to as "CORPORATION"), ALLIED ROLLOFF HOLDINGS, INC. ("ALLIED"), a Florida
corporation with an office at ▇▇▇▇ ▇.▇. ▇▇▇▇▇ ▇▇▇▇▇▇, ▇▇▇▇▇▇, ▇▇▇▇▇▇▇ ▇▇▇▇▇ and
▇▇▇▇ ▇▇▇▇▇, an individual with an office at ▇▇▇▇ ▇.▇. ▇▇▇▇▇ ▇▇▇▇▇▇, ▇▇▇▇▇▇,
▇▇▇▇▇▇▇ ▇▇▇▇▇ (hereinafter referred to as "▇▇▇▇▇").
W I T N E S S E T H:
WHEREAS, Allied has been engaged in the rolloff container business (the
"BUSINESS"); and
WHEREAS, ALLIED, a corporation of which ▇▇▇▇▇ is a shareholder, is this
day selling certain of its assets to the CORPORATION; and
WHEREAS, ▇▇▇▇▇ shall be ceasing the active conduct of the Business in
Palm Beach, Broward and Dade Counties in the State of Florida; and
WHEREAS, the CORPORATION is concerned with protecting the value of its
assets; and
NOW, THEREFORE, in consideration of the premises and of the mutual
covenants herein contained, the parties hereto agree as follows:
(a) The term of this Restrictive Agreement shall be five (5) years from
the date hereof.
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(b) The area covered by this Agreement is Palm Beach County, Broward
County, and Dade County in the State of Florida.
(c) During the term of this Agreement, ▇▇▇▇▇ will not disclose to the
CORPORATION'S competitors the list of the CORPORATION'S customers or any part
thereof to any person, firm, corporation, association or other entity for any
reason or purpose whatsoever, nor ▇▇▇▇ ▇▇▇▇▇ service said customers in any way
either directly or indirectly in the rolloff, collection or commercial garbage
collection business; provided, however, that ▇▇▇▇▇ may continue directly or
indirectly to service such customers in other business including, but not
limited to, the right to remove construction and demolition debris only in dump
trucks and/or trailers; ATF will not seek to convert rolloff customers to
trailer and/or dump truck customers.
(d) Since ▇▇▇▇▇ has had and will have access to information pertaining
to the business of the CORPORATION which may be secret and confidential,
including but not limited to, customer lists, ▇▇▇▇▇ agrees that for a period of
five (5) years from the date hereof will not, without express approval of the
Board of Directors of the CORPORATION, directly or indirectly, own, manage,
operate, control, be employed by, participate in or be connected in any manner
with the ownership, management, operation or control of any business similar to
the Business including rolloff collection business and commercial garbage
collection business, nor will they disclose in any manner, directly or
indirectly, the CORPORATION'S list of customers to any person, firm,
corporation, association or other entity, or use such information in any way;
provided, however, that ▇▇▇▇▇ may continue directly or indirectly to service
such customers in other business including, but not limited to, the right to
remove construction and demolition debris only in dump trucks and/or trailers;
ATF will not seek to convert rolloff customers to trailer and/or dump truck
customers;
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(e) Provided, however, that the foregoing restrictions shall not
preclude ▇▇▇▇▇ from the passive ownership of less than two (2%) percent of the
voting securities of any company whose securities are traded on a national
securities exchange or in the over-the-counter market.
(f) The parties hereto acknowledge and agree that, in the event of an
actual or threatened violation by any person of any of the restrictions of this
Agreement, the CORPORATION will suffer irreparable harm, and the CORPORATION
will be without adequate remedy at law.
(g) ▇▇▇▇▇ consents to the CORPORATION, or any assignee or affiliate of
the CORPORATION restraining said violation or threatened violation by obtaining
injunctive or mandatory relief, obtained in an action or proceeding instituted
by any court of competent jurisdiction, said injunctive relief shall include,
but not be limited to, a temporary restraining order and preliminary injunction
without the posting of a bond of any kind.
(h) Nothing contained herein shall be construed as prohibiting the
CORPORATION, or any assignee or affiliate of the CORPORATION from pursuing any
other remedies available for such breach or threatened breach, including the
recovery of damages from such person.
(i) Each of the subsections of this Agreement is independent of each
other subsection and the invalidity of any subsection shall have no effect on
the validity or effectiveness of any other subsection.
(j) The parties to this agreement acknowledge that the restrictions
imposed by the provisions of this Agreement are fair and reasonable and are
reasonably required for the protection of the CORPORATION, its assignees and
affiliates.
(k) In the event that any of the provisions of this Agreement relating
to the period of restriction shall be deemed to exceed the maximum period of
time which a court of competent jurisdiction would deem valid and enforceable,
said period shall be deemed to be the maximum
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time which a court of competent jurisdiction would deem valid and enforceable in
any state in which such court of competent jurisdiction shall be convened.
(l) As consideration for this Restrictive Covenant, ▇▇▇▇▇ has received
indirectly a benefit under the Asset Purchase Agreement dated the date hereof
between the CORPORATION and ALLIED.
(m) This Agreement may be assigned by the CORPORATION.
(n) All notices, demands and other communications required or permitted
hereunder shall be in writing and shall be deemed to have been duly given when
delivered or mailed, certified or registered mail, return receipt requested,
postage prepaid, addressed to the parties hereto at the addresses set forth at
the beginning of this Agreement, or such other addresses as shall have been
given to the other parties for these purposes.
(o) This Agreement and each of its provisions, whether or not so
expressed, shall be binding upon the parties and their affiliates, successors
and assigns. This Agreement shall inure to the benefit of each of the foregoing,
but rights and interests under this Agreement shall be assignable only in
accordance with the terms hereof and to the extent expressly permitted herein.
(p) This Agreement has been made in the State of Florida, shall be
interpreted and construed in accordance with the laws of that State, and the
courts of that State shall have exclusive jurisdiction of any and all disputes
which may arise hereunder or in connection herewith.
(q) The parties shall, at any time and from time to time hereafter, on
request, execute and deliver such other instruments, papers or documents as may
reasonably be required for the purpose of giving full effect to this Agreement
and to the terms and conditions set forth herein.
(r) This Agreement may be executed in any number of counterparts, any
one of which shall be deemed to be the original, although the others are not
produced.
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(s) The captions herein contained have been inserted for convenience
and reference only, and in no way define, limit or describe the scope and intent
of any Article hereof.
(t) The invalidity or unenforceability of any provisions hereof, shall
in no way effect the validity or enforceability of any other provisions hereof.
(u) The failure of any party to enforce strict performance of this
Agreement or any rights hereunder in any one or more instances shall not be
deemed or construed to be a waiver of any terms, conditions, rights, options or
remedies hereunder, and the same shall continue in full force and effect.
(v) This Agreement contains the entire understanding of the parties and
there are not representations, warranties, promises, covenants or undertakings
by any of them other than those expressly set forth herein. No change,
modification, discharge or termination of any of the provisions of this
Agreement or obligations thereunder, shall be valid unless in writing and signed
and acknowledged by the parties hereto.
IN WITNESS WHEREOF, the parties hereto have executed this
Agreement on the day and year first above written.
STAR SERVICES GROUP, INC.
By: /s/ ▇▇▇▇ ▇▇▇▇▇▇▇
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/s/ ▇▇▇▇ ▇▇▇▇▇
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▇▇▇▇ ▇▇▇▇▇
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