EXHIBIT 10.2


 


NONCOMPETITION
AND NONSOLICITATION


AGREEMENT


 


This NONCOMPETITION AND
NONSOLICITATION AGREEMENT (this “Agreement”), dated as of January 27, 2017, is between OMS MOTION, INC. (the “Buyer”)
and PRO-DEX, INC. (the “Seller”).


 


RECITALS


 


Contemporaneously with the execution of this
Noncompetition and Nonsolicitation Agreement, Seller and Buyer have executed an Agreement For Sale and Purchase of Business Assets
(the “Agreement”). The parties agree that the business related to the Agreement has domestic and worldwide potential
and that is a significant reason for Buyer entering into the Agreement. In connection with that Agreement the parties have agreed
that the Seller will execute an agreement limiting its ability to compete with the business related to the assets being sold pursuant
to the Agreement.


 


AGREEMENT


 


SECTION 1.      NONCOMPETITION 


 


Seller agrees that for a period of 2 years from
the date of this Noncompetition and Nonsolicitation Agreement Seller will not compete with Buyer in designing, manufacturing or
selling motion controllers directly or indirectly in any form or manner, alone, as a consultant, an owner, a partner, a shareholder,
a member, an adviser, an organizer, or an agent or in any way connected with any business throughout the world.


 


SECTION 2.      NONSOLICITATION OF CUSTOMERS


 


Seller agrees that for a period of 2 years from
the date of this Noncompetition and Nonsolicitation Agreement Seller will not knowingly directly or indirectly solicit the customers
or prospective customers of Buyer in any form or manner, alone, as an employee, a consultant, an owner, a member, an adviser, or
an agent or in any other way connected with any business throughout the world.


 


SECTION 3.      NONSOLICITATION OF EMPLOYEES


 


Seller further agrees that for a period of 2
years from the date of this Noncompetition and Nonsolicitation Agreement Seller will neither recruit nor solicit employees of the
Buyer to leave their employment with the Buyer or go to work for any other company or entity in competition with the Employer.


 


SECTION 4.      REMEDIES


 


It is understood and agreed that if the Seller
breaches any term of this Noncompetition and Nonsolicitation Agreement, the Buyer will be seriously damaged, but the amount of
damages will be difficult to ascertain. Accordingly, Seller agrees with the Buyer that if, during the time periods specified in
Sections 1., 2., and 3., of this Noncompetition and Nonsolicitation Agreement Seller breaches any term of this Noncompetition and
Nonsolicitation Agreement, the Buyer will be entitled to an injunction prohibiting violations of this Noncompetition and Nonsolicitation
Agreement, in addition to any monetary damages to which the Buyer may be entitled.


 




    

    

    

 


SECTION 5.      SUCCESSORS AND ASSIGNS


 


5.1       Benefit
to Successors of Buyer. This Noncompetition and Nonsolicitation Agreement will be binding on and inure to the benefit of the
Buyer’s successors and assigns, whether by way of merger, consolidation, operation of law, assignment, or acquisition of
the stock or substantially all the assets or business of the Buyer. Any successor or assign is included in the term “Buyer”
as used in this Noncompetition and Nonsolicitation Agreement .


 


5.2       Binding
On Successors of Seller. This Noncompetition and Nonsolicitation Agreement shall be binding on Seller’s successors, whether
by way of merger, consolidation, operation of law, or acquisition of the stock or substantially all the assets or business of Seller.


 


SECTION 6.      NO ADEQUATE REMEDY


 


6.1       Acknowledgment.
The Seller acknowledges and agrees that it is impossible to measure in money the damages that may accrue by reason of its failure
to perform any obligation under Noncompetition and Nonsolicitation Agreement . Therefore, if the Buyer institutes any action or
proceeding to enforce Section 1., 2., or 3., Seller hereby waives the claim or defense that the Buyer has an adequate remedy at
law, and the Seller will not urge in any such action or proceeding the claim or defense that the Buyer has an adequate remedy at
law.


 


6.2       Equitable Relief. If the Seller violates any provision
of Section 1., 2., 3., 4., or 5., Seller hereby consents to the granting of a temporary, and thereafter a permanent, injunction
against Seller by any court of competent jurisdiction prohibiting Seller from violating any provisions of this Noncompetition and
Nonsolicitation Agreement . In any proceeding for an injunction and on any motion for a temporary or permanent injunction, Seller
that Seller’s ability to answer in damages will not be a bar or interposed as a defense to the granting of a temporary or
permanent injunction against Seller. Seller agrees that Buyer will not have an adequate remedy at law and will suffer irreparable
damage in the event that the Employee breaches any provision of this Noncompetition and Nonsolicitation Agreement .


 


SECTION 7.      MISCELLANEOUS


 


7.1       Construction.
Whenever possible, each provision of this Agreement will be interpreted in a manner that will render it effective and valid
under applicable law. If any provision of this Agreement is or becomes prohibited by or invalid under applicable law, that provision
will be ineffective only to the extent of the prohibition or invalidity without invalidating the remainder of the provision or
the remaining provisions of this Agreement. The parties expressly intend and desire that any court holding any provision of this
Agreement to be invalid or unenforceable as written will substitute a provision that is enforceable and that most fully accomplishes
the purpose of the invalid or unenforceable provision.


 



    

    

    

 


7.2       Reasonable
Agreement. The Seller agrees that the covenants contained in this Noncompetition and Nonsolicitation Agreement do not place
an unreasonable burden on the Seller.


 


 


The parties enter into this Agreement as of the date first written
above.


 


	
        Seller

         

        /s/ Rick Van Kirk

        Pro-Dex, Inc. By Rick Van Kirk,

        President & CEO
	 	
        Buyer

         

        /s/ Phil Brown

        OMS Motion, Inc. by Phil Brown

        President