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The purchase agreement also contained a covenant by
petitioner not to compete in the operating and nonoperating
countries for a period of 20 years. Article XIV, paragraph 1, of
the agreement stated:
MDAI [Mister Donut] covenants and agrees with
Duskin that, for a period of twenty (20) years
commencing on the Post-Closing Date, MDAI will not,
either directly or indirectly:
(a) carry on in any of the Non-Operating Countries or
in any of the Duskin Operating Countries any business
similar to the Mister Donut shop business being sold
and transferred by MDAI to Duskin on the Post-Closing
Date;
(b) otherwise sell doughnuts in any of the Non-
Operating Countries or any of the Duskin Operating
Countries; or
(c) disclose all or any part of the Mister Donut System
or any of the bakery mix formulae, with or without the
payment of consideration, to any person for use in any
of the Non-Operating Countries or the Duskin Operating
Countries. * * *
The agreement similarly contained a covenant by Duskin not to
compete in any business similar to the Mister Donut business in
the United States, Canada, and 38 European, Mideastern,
Caribbean, and Latin American countries for a period of 5 years.
The countries included in the Duskin covenant were nations where
petitioner had Mister Donut franchise operations or registered
trademarks.11
11The purchase agreement also amended Duskin's covenant not
to compete contained in the Japan Agreement to conform with
(continued...)
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