We're on the same page aren't we? Read my statement again...

"I can't believe that the intent of the 3-year contract in 2002 wasn't to supercede ALL and ANY previous agreements including the non-compete portion of the original NDA"

You said: "Then why was it entered in the Oct agreement and why did Boyer sign off on it?"

I think that was my point. I would bet that Boyer's intent was to continue our relationship (for a 3-year period) assuming all went well and that there could be revenue sharing and the possibility of working together on new opportunities, blah, blah, blah...

The 7-year non-compete had been a part of the NDA, but that was really there to protect him in case we said "No, thanks" and then went out and did exactly what he was trying to do - without him. Since we went into business together, a new and more complete agreement was drafted (with a 3-year term) outlining the business relationship. It did NOT address non-compete but DID say that this supercedes all previous agreements. As a matter of law, the non-compete could still hold up, but insofar as intent (if you could look into his brain and get at the truth), my bet would be that he was no longer concerned with us competing against him since we were now going to do business together and he was effectively covered for the next 3 years anyway.

Any maybe he didn't even think of it that way, but when he read the words 'supercede all previous agreements', he most likely believed that the NDA in its entirety was now superceded - and he was okay with that, thus he signed.

JMO

- Sinkman