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This non-compete agreement (the “agreement”) is entered into on the _____day of _______________, 20____

(“effective date”), between DR. SUNIL DHAWAN (the “Contractor”) of ___________________________________________address, and HT INTERNATIONAL (the “Company”) of _______________________________________________address. The Company and Contractor may each be referred to as a “Party” or collectively as the “Parties” in this agreement and includes that Party’s successors and assigns.

WHEREAS, the Company is in the business of helping skin care companies enter into the Indian market.

WHEREAS, the Contractor shall introduce the Company to skin care decision makers executives whom the Contractor consults with.

Parties agree to the following terms and conditions and to be bound thereby:


For the duration of this agreement, and any subsequent agreement executed for the same or similar purpose,

and ______ years after termination of this agreement, the Contractor will not engage in any capacity with a competing company or engage in the businesses in which the Company engages in or in which the Company has an actual intention, to engage in, within ______miles from the area in which the Company is then conducting such business. Specifically, and without limiting the generality of the aforementioned, the Contractor is prohibited from engaging in any business with the Company’s distributor in India.


The Contractor acknowledges that they have been provided with the opportunity to negotiate this agreement and to seek legal counsel before signing this agreement. In addition, the Contractor acknowledges that the restrictions imposed are fair, reasonable and necessary to protect the Company’s legitimate business interests and will not place an undue burden upon their livelihood in the event of enforcement of the restrictions.


This agreement is governed by the laws of the State of California, excluding its conflict-of-laws principles.

By signing below, the Parties agree to be bound by the terms of this agreement as of the Effective Date above.

CONTRACTOR:                                                              COMPANY:

Signature: _______________________________                 Signature: _______________________________

Print Name: ______________________________                Print Name and designation: ________________________

Title: ___________________________________                Title: ___________________________________