Non-Compete Agreement

This Non-Compete Agreement (the “Agreement”) is entered into as of by and between Galaxy Holdings, a TX LLC located at (the “Company”), and , residing at (the “Employee”).

1. Consideration

The Employee enters into this Agreement in exchange for, and as a material condition of, , which the Employee acknowledges is good and valuable consideration sufficient to support the covenants in this Agreement. The Employee further acknowledges that, in the course of employment, the Employee will be given access to the Company’s Confidential Information, trade secrets, and customer relationships, which the covenants below are designed to protect.

2. Restricted Business

“Restricted Business” means the business of and any other business in which the Company is actively engaged, or has taken substantial steps to engage, as of the end of the Employee’s employment.

3. Non-Competition Covenant

During employment and for a period of month(s) following the termination of employment for any reason (the “Restricted Period”), the Employee will not, directly or indirectly, whether as an owner, employee, officer, director, consultant, or agent, engage in or provide services to any person or entity that competes with the Restricted Business within the (the “Restricted Territory”), where those services are the same as or similar to the services the Employee provided to the Company. Passive ownership of less than two percent (2%) of a publicly traded company is not a breach.

4. Reasonableness

The Employee acknowledges that the Restricted Period, Restricted Territory, and scope of the Restricted Business are reasonable and necessary to protect the Company’s legitimate business interests, including its Confidential Information, trade secrets, customer goodwill, and specialized training.

5. Reformation and Blue-Pencil

If a court determines that any restriction in this Agreement is overbroad or otherwise unenforceable, the parties intend that the court reform, “blue-pencil,” or otherwise modify the restriction to the minimum extent necessary to make it enforceable and enforce it as modified, to the maximum extent permitted by applicable law.

6. State-Law Limitations

The enforceability of non-compete covenants varies significantly by state, and this covenant is enforceable only to the extent permitted by the law of the State of TX. The Employee and Company acknowledge that:

• California (Bus. & Prof. Code §16600), North Dakota, Oklahoma, and Minnesota generally render post-employment non-compete covenants void and unenforceable, and several of these states impose penalties for attempting to enforce or even presenting such covenants;
• Many states (including Colorado, Illinois, Massachusetts, Oregon, Virginia, and Washington) enforce non-competes only above specified income thresholds or subject to notice and other procedural requirements; and
• The Federal Trade Commission has scrutinized and sought to restrict the use of non-compete clauses, so the legal landscape is evolving and these restrictions may be limited or unenforceable.

If this covenant is unenforceable under applicable law, it is void only as to that jurisdiction, and the remaining provisions of this Agreement, including the non-solicitation and confidentiality obligations, remain in full force.

7. Remedies

The Employee acknowledges that a breach of this Agreement may cause the Company irreparable harm, and the Company is entitled to seek injunctive relief in addition to any other remedies available at law or in equity. The Restricted Period will be extended by any period during which the Employee is in breach, to the extent permitted by law.

8. General

This Agreement does not alter the at-will nature of employment. It is governed by the laws of the State of TX and constitutes the entire agreement between the parties on its subject matter. It may be amended only in a writing signed by both parties.

Galaxy Holdings

Name: Michael Yuan
Title: General Manager
Date:

Employee:

 

Date: