Specifically section 3.1 which is related to non-competition might be of interest:
Covenant Not to Compete . As a material inducement for Buyer to enter into this Agreement, the MDE Members agree that during the term of their employment or directorship or consultancy with MDE or the Company (collectively,their “Engagement”), and for a period of three (3) years after the termination of their Engagement (the “Non-Competition Period”),they covenant and agree that each of them shall not, directly or indirectly own, manage, operate, participate in, produce, represent,distribute and/or otherwise act on behalf of any person, firm, corporation, partnership or other entity which involves photovoltaic solar energy (the “Competitive Business”) anywhere within the United States, its possessions and territories, Canada or Mexico(collectively, the “Territory”); or hire any employee or former employee of Buyer or MDE to perform services in or involving the Competitive Business, unless the individual hired shall have departed Buyer's or MDE’s employment at least twelve (12) months prior to the hiring. The Non-Competition Period will, however, be one year instead of three years with respect to a Terminating Seller if (i) that Seller’s employment is involuntarily terminated (i.e., by the Company) without “cause” or (ii) in the event of a material breach of Buyer’s payment obligations under the Note. For the purpose of this Agreement, “cause” means Seller commits a material breach of this Agreement or his Engagement agreement with the Company, which breach is not cured within ten (10)days of written notice thereof, or fraud, willful misconduct, gross negligence, a felony criminal act, or a breach of his fiduciary duty to the Company during the term of his Engagement with the Company. The MDE Members further covenant and agree that during the Non-Competition Period, they will not directly or indirectly solicit or agree to service for their benefit or the benefit of any third-party, any of Buyer’s or MDE’s customers. Notwithstanding the foregoing, nothing in this Section 3.1 shall prohibit them from owning, managing, operating, participating in the operation of, or advising, consulting or being employed by any entity that is not involved in the Competitive Business. The MDE Members acknowledge and agree that Buyer will expend substantial time, talent, effort and money in marketing, promoting, managing, selling and otherwise exploiting the businesses Buyer and MDE operate, in part by virtue of Buyer’s acquisition of the Assets pursuant to this Agreement, that MDE Members areall of the members of MDE, that they are receiving a substantial benefit from the transactions contemplated hereunder and that the benefit received by Buyer and them in agreeing to be bound by this Section 3.1 are a material part of the consideration for the transactions contemplated by this Agreement. The parties recognize that this Section 3.1 contains conditions, covenants, and time limitations that are reasonably required for the protection of the business of MDE and Buyer. If any limitation, covenant or condition shall be deemed to be unreasonable and unenforceable by a court or arbitrator of competent jurisdiction, then this Section 3.1 shall thereupon be deemed to be amended to provide for modification of such limitation, covenant and/or condition touch extent as the court or arbitrator shall find to be reasonable and such modification shall not affect the remainder of this Agreement. The MDE Members acknowledge that, in the event an MDE Member breaches this Agreement, money damages will not be adequate to compensate Buyer for the loss occasioned by such breach. The MDE Members therefore consent, in the event of such a breach, to the granting of injunctive or other equitable relief against the MDE Members by any court of competent jurisdiction.
A lot boils down to how Mitchell left the company, if he was fired without cause as defined in the contract, then non-compete is one year. If he was fired with cause, or left on his own, then it's three years. I think it's probably a situation in which three years will apply, but will have to wait and see.
