ex10_6.htm


    
      

    

    Exhibit
10.6

    


    [EXECUTION
VERSION]

    NON-COMPETITION
AGREEMENT

    


    This
Non-Competition Agreement dated December ___, 2009 (the "Non-Competition
Agreement"), is by and among Joy Club of Austin, Inc., a Texas corporation (the
“Company”), RCI Entertainment (3105 I-35), Inc., a Texas corporation (the
“Buyer”), and ___________ (“_________”).

    


    W
I T N E S S E T H:

    


    WHEREAS,
_________ is the owner of 51% of the issued and outstanding stock of Company;
and

    


    WHEREAS,
the Company owns and operates an adult entertainment cabaret known as Joy of
Austin located at 3105 South IH 35, Round Rock, Texas  78664 (the
“Club”); and

    


      
         WHEREAS, simultaneously
herewith, _________ has entered into a Purchase Agreement (the “Purchase
Agreement”) to sell to the Buyer his 51% ownership interest in the Company (the
“Transaction”); and

    


    WHEREAS,
_________ will benefit from the Transaction; and

    


          
     WHEREAS, the Buyer requires that _________ enter
into this Non-Competition Agreement as a condition to the Buyer entering into
the Transaction; and

    


    WHEREAS,
_________ agrees to enter into this Non-Competition Agreement in consideration
of the Buyer’s acts as contemplated by the Transaction; and

    


    NOW,
THEREFORE, in consideration of the premises, the closing of the Transaction and
other good and valuable consideration, the receipt and sufficiency of which are
hereby acknowledged, _________ and the Company agree as follows:

    


    1.      
     Covenants.     From
and after the date of this Non-Competition Agreement through and including the
____ (__) year period immediately following the date of this Non-Competition
Agreement (such ____ (__) year period, the “Restricted Period”), _________ shall
not compete with the Company, the Buyer, or the Club, or any of their
affiliates, 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:

    
      	
               
      

            	 


    

    
      	
               
      

            	
              (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 five (5) mile radius of the Club;
  or

            


    

     

    Non-Competition Agreement -
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              (b)

            	
              Solicit
      or induce, or attempt to solicit or induce, any employee, independent
      contractor, or agent or consultant of the Company, the Buyer or any of
      their affiliates or the Club to leave his or her employment or terminate
      his or her agreement or relationship with the Company, the Buyer or any of
      their affiliates or the Club.

            


    

    


    
      	
               
      

            	
              (c)

            	
              NOTWITHSTANDING
      THE FOREGOING, it is agreed that this Non-Competition Agreement, and the
      restrictions contained herein, shall terminate and be of no further force
      and effect in the event the Buyer defaults in the payment of the secured
      promissory note (the “Note”) as contemplated in the Purchase Agreement and
      such default is not cured after _________ provides Buyer written notice
      and opportunity to cure as provided for in the
  Note.

            


    

    


    2.      
                             
' Acknowledgments and Agreements.  _________
acknowledges and agrees that:

    


    
      	
               
      

            	
              (a)

            	
              Due
      to the nature of the Company's business, the foregoing covenants place no
      greater restraint upon _________ than is reasonably necessary to protect
      the business and goodwill of the
Company;

            


    

    


    
      	
               
      

            	
              (b)

            	
              These
      covenants protect a legitimate interest of the Company and do not serve
      solely to limit the Company's future
  competition;

            


    

    


    
      	
               
      

            	
              (c)

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

            


    

    


    
      	
               
      

            	
              (d)

            	
              A
      breach of these covenants by would cause irreparable damage to the
      Company;

            


    

    


    
      	
               
      

            	
              (e)

            	
              These
      covenants will not preclude _________ from becoming gainfully employed
      following the closing of the Purchase
Agreement;

            


    

    


    
      	
               
      

            	
              (f)

            	
              These
      covenants are reasonable in scope and are reasonably necessary to protect
      the Company's business and goodwill and valuable and extensive trade which
      the Company has established through its 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)

            	
              _________
      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.

            


    

     

    Non-Competition Agreement -
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    3.      
     Remedies,
Injunction.  In the event of
_________’ actual breach of any provisions of this Non-Competition Agreement,
_________ agrees that the Company shall be entitled to a temporary restraining
order, preliminary injunction and/or permanent injunction restraining and
enjoining _________ from violating the provisions herein.  Nothing in
this Non-Competition Agreement shall be construed to prohibit the Company from
pursuing any other available remedies for such breach or threatened breach,
including the recovery of damages from _________.  _________ further
agrees that for the purpose of any such injunction proceeding, it shall be
presumed that the Company's legal remedies would be inadequate and that the
Company would suffer irreparable harm as a result of _________’ violation of the
provisions of this Non-Competition Agreement.

    


    4.     
      Severability.  In the event that
any of the provisions of this Non-Competition Agreement are held to be invalid
or unenforceable in whole or in part, those provisions to the extent enforceable
and all other provisions shall nevertheless continue to be valid and enforceable
as though the invalid or unenforceable parts had not been included in this
Non-Competition Agreement.  In the event that any provision relating
to the time period or scope of a restriction shall be declared by a court of
competent jurisdiction to exceed the maximum time period or scope such court
deems reasonable and enforceable, then the time period or scope of the
restriction deemed reasonable and enforceable by the court shall become and
shall thereafter be the maximum time period or the applicable scope of the
restriction.  _________ further agrees that such covenants and/or any
portion thereof are severable, separate and independent, and should any specific
restriction or the application thereof, to any person, firm, corporation, or
situation be held to be invalid, that holding shall not affect the remainder of
such provisions or covenants.

    


    5.      
      General
Provisions.

    


    
      	
               
      

            	
              (a)

            	
              Notices.  Any
      notices to be given hereunder by either party to the other may be effected
      either by personal delivery in writing or by mail, registered or
      certified, postage prepaid with return receipt requested or by a
      recognized overnight delivery service.  Mailed notices shall be
      addressed to the parties at the addresses set forth below, but each party
      may change their address by written notice in accordance with this
      Paragraph (a).  Notices delivered personally shall be deemed
      communicated as of actual receipt; mailed notices shall be deemed
      communicated as of three (3) days after mailing; and overnight delivery
      service shall be deemed delivered one (1) day after depositing with the
      overnight delivery service.

            


    

    


    
      	
               
      

            	
              If
      to Company

            	
              Joy
      of Austin, Inc.

            


    

    
      	
               
      

            	
              or
      Buyer:

            	
              c/o
      RCI Entertainment (3105 I-35), Inc.

            


    

    Attn:  Eric
Langan, President

    10959
Cutten Road

    Houston,
Texas 77066

     

    Non-Competition Agreement -
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                With
      a copy to:

              	
                Mr.
      Robert D. Axelrod

              


      

    

    Axelrod,
Smith & Kirshbaum

    5300
Memorial Drive, Suite 700

    Houston,
Texas 77007

    


    If to
_________:                 
____________

    ____________

    ____________

    


    With a
copy
to:                    ____________

    ____________

    ____________

    ____________

    ____________

    


    
      	
               
      

            	
              (b)

            	
              Law Governing Non-Competition
      Agreement and Venue.  This Non-Competition Agreement
      shall be governed by and construed in accordance with the laws of the
      State of Texas.  Venue shall be in Travis County, Texas for any
      legal proceeding to enforce the terms, conditions or covenants contained
      herein.

            


    

    


    
      	
               
      

            	
              (c)

            	
              Contract Terms to be
      Exclusive.  This Non-Competition Agreement contains the
      sole and entire agreement between the parties and shall supersede any and
      all other agreements between the parties with respect to _________’
      agreement not to compete with the
Company.

            


    

    


    
      	
               
      

            	
              (d)

            	
              Waiver or Modification
      Ineffective Unless in Writing.  It is further agreed that
      no waiver or modification of this Non-Competition Agreement or of any
      covenant, condition, or limitation herein contained shall be valid unless
      in writing and duly executed by the party to be charged therewith and that
      no evidence of any waiver or modification shall be offered or received in
      evidence in any proceeding or litigation between the parties hereto
      arising out of or affecting this Non-Competition Agreement, or the rights
      or obligations of any party hereunder, unless such waiver or modification
      is in writing, duly executed as
aforesaid.

            


    

    


    
      	
               
      

            	
              (e)

            	
              Assignment.  The
      rights and benefits of the Company under this Non-Competition Agreement
      shall inure to the benefit of and be binding upon the successors and
      assigns of the Company.  The rights of _________ hereunder are
      personal and nontransferable except that the rights and benefits hereof
      shall inure to the benefit of the heirs, executors and legal
      representatives of _________.

            


    

     

    Non-Competition Agreement -
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              (f)

            	
              Binding
      Effect.  Except as otherwise provided herein, this
      Non-Competition Agreement shall be binding upon and inure to the benefit
      of the parties hereto and their respective successors and
      assigns.

            


    

    


    
      	
               
      

            	
              (g)

            	
              Execution.  This
      Non-Competition Agreement may be executed in two or more counterparts, all
      of which when taken together shall be considered one and the same
      agreement and shall become effective when counterparts have been signed by
      each party and delivered to the other party, it being understood that both
      parties need not sign the same counterpart.  In the event that
      any signature is delivered by facsimile transmission or by e-mail delivery
      of a “.pdf” format data file, such signature shall create a valid and
      binding obligation of the party executing (or on whose behalf such
      signature is executed) with the same force and effect as if such facsimile
      or “.pdf” signature page were an original
  thereof.

            


    

    


               IN
WITNESS WHEREOF, this Non-Competition Agreement has been executed as of the
______ day of ______________, 2009.

    


    
      	 
      	
              JOY
      CLUB OF AUSTIN, INC.

            
	 
      	 
      	 
      
	 
      	 
      	 
      
	 
      	
              By:

            	 
      
	 
      	 
      	
              Eric
      Langan, President

            
	 
      	 
      	 
      
	 
      	 
      	 
      
	 
      	
              RCI
      ENTERTAINMENT (3105 I-35), INC.

            
	 
      	 
      	 
      
	 
      	 
      	 
      
	 
      	
              By:

            	 
      
	 
      	 
      	
              Eric
      Langan, President

            
	 
      	 
      	 
      
	 
      	 
      	 
      
	 
      	 
      	 
      
	 
      	 
      	 
      
	 
      	
              By:

            	 
      
	 
      	 
      	
              ___________,
      Individually

            


    

    


     

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