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Rick's Cabaret International (RICK)
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RICK » Topics » Covenants.

This excerpt taken from the RICK 8-K filed Sep 29, 2009.
Covenants.     For a period of five (5) years from the date of execution hereof (such five (5) year period being referred to herein as the “Restricted Period”), Wells shall not, directly or indirectly, either as an employee, employer, consultant, agent, principal, partner, stockholder, corporate officer, director, investor or in any other individual or representative capacity, whether for compensation or not:

 
(a)
Own, or have any rights of conversion to own, or share in the earnings of, carry on, manage, operate, control, be engaged in, render services to or solicit customers for any business engaged in the operation of an establishment featuring live female nude or semi-nude entertainment within Tarrant County, Texas or any adjacent county (the “Prohibited Area”); or

 
 
 

 
(b)
Solicit or induce, or attempt to solicit or induce, wherever located, any employee, independent contractor, or agent or consultant of the Company, the Club, RCI Entertainment or any of their affiliates to leave his or her employment or terminate his or her agreement or relationship with the Company, the Club, RCI Entertainment or any of their affiliates.

 
2.
Wells’ Acknowledgments and Agreements.  Wells acknowledges and agrees that:

 
(a)
Due to the nature of the Company and RCI Entertainment’s business, the foregoing covenants place no greater restraint upon Wells than is reasonably necessary to protect the business and goodwill of the Company and RCI Entertainment;

 
(b)
These covenants protect a legitimate interest of the Company and RCI Entertainment and do not serve solely to limit the future competition of the Company or RCI Entertainment;

 
(c)
This Non-Competition Agreement is not an invalid or unreasonable restraint of trade;

 
(d)
A breach of these covenants by Wells would cause irreparable damage to the Company and RCI Entertainment;

 
(e)
These covenants will not preclude Wells from obtaining reasonable business relationships or becoming gainfully employed following the closing of the Stock Purchase Agreement;

 
(f)
These covenants are reasonable in scope and are reasonably necessary to protect the business and goodwill and valuable and extensive trade which the Company and RCI Entertainment have established through their own expense and effort;

 
(g)
The signing of this Non-Competition Agreement is necessary as part of the consummation of the Transaction previously discussed; and

 
(h)
Wells has carefully read and considered all provisions of this Non-Competition Agreement and that all of the restrictions set forth are fair and reasonable and are reasonably required for the protection of the interests of the Company and RCI Entertainment.

3.           
This excerpt taken from the RICK 8-K filed Jun 23, 2008.
Covenants.      From and after the date of this Non-Competition Agreement through and including the five (5) year period immediately following the date of this Non-Competition Agreement (such five (5) year period, the “Restricted Period”), Auletta shall not compete with  Rick’s or Buyer or any of Rick’s subsidiaries or affiliates, or the club known as “Platinum Club II”, and shall not either individually or jointly, directly or indirectly, whether for compensation or not, alone or in association with any other person or entity, without the express written consent of Rick’s by:

 
(a)
Owning or sharing in the earnings of, carry on, manage, operate, control, be engaged in, render services to, solicit customers for, participate in or otherwise be connected with, any business engaged in the operation of an establishment with an urban theme that both serves liquor and provides live female nude or semi-nude adult entertainment in Dallas County,  Tarrant County, Texas, or any of the adjacent counties thereto; provided, however, that the Non-Competition Agreement will permit Auletta the right to own and/or operate an establishment without an urban theme that both serves liquor and provides live female nude or semi-nude adult entertainment in Dallas County, Texas, Tarrant County, Texas, or any of the adjacent counties thereto; or
     
 
(b)
Soliciting or inducing, or attempting to solicit or induce, any employee, independent contractor, or agent or consultant of Rick’s or Platinum Club II to leave his or her employment or terminate his or her agreement or relationship with Rick’s or the Platinum Club II.

2.           
This excerpt taken from the RICK 8-K filed Apr 15, 2008.
Covenants.  From and after the date of this Non-Competition Agreement through and including the five (5) year period immediately following the date of this Non-Competition Agreement (such five (5) year period, the “Restricted Period”), [Name] shall not compete with  Rick’s or any of Rick’s subsidiaries or affiliates, Hotel Development or the Club, and shall not either individually or jointly, directly or indirectly, whether for compensation or not, alone or in association with any other person or entity, without the express written consent of Rick’s:

 
(a)
Own or share in the earnings of, carry on, manage, operate, control, be engaged in, render services to, solicit customers for, participate in or otherwise be connected with, any business engaged in the operation of an establishment featuring live female nude or semi-nude entertainment in Dallas County, Tarrant County or any of the adjacent counties thereto; or
 
(b)
Solicit or induce, or attempt to solicit or induce, any employee, independent contractor, or agent or consultant of Rick’s or the Club to leave his or her employment or terminate his or her agreement or relationship with Rick’s or the Club.

2.           
This excerpt taken from the RICK 8-K filed Apr 3, 2008.
Covenants.   From and after the date of this Non-Competition Agreement through and including the five (5) year period immediately following the date of this Non-Competition Agreement (such five (5) year period, the “Restricted Period”), neither Seller nor the Piazza Family Partnership shall compete with Rick’s or any of Rick’s subsidiaries or affiliates, the Company or the Club, and shall not either individually or jointly, directly or indirectly, whether for compensation or not, alone or in association with any other person or entity, without the express written consent of Rick’s:

 
(a)
Own or share in the earnings of, carry on, manage, operate, control, be engaged in, render services to, solicit customers for, participate in or otherwise be connected with, any business engaged in the operation of an establishment featuring live female nude or semi-nude entertainment within a twenty (20) mile radius of the Real Property, provided that nothing contained herein shall preclude Seller or the Piazza Family Partnership from owning, in the aggregate, less that .05% of the shares of any publicly traded company engaged in the adult entertainment industry; or
 
(b)
Solicit or induce, or attempt to solicit or induce, any employee, independent contractor, or agent or consultant of Rick’s or the Club to leave his or her employment or terminate his or her agreement or relationship with Rick’s or the Club.

2.             

EXCERPTS ON THIS PAGE:

8-K
Sep 29, 2009
8-K
Jun 23, 2008
8-K
Apr 15, 2008
8-K
Apr 3, 2008

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