Exhibit 10.1
EXECUTION VERSION
NON-COMPETITION AGREEMENT
THIS NON-COMPETITION
AGREEMENT (the “ Agreement ”) is made and
entered into this 30th day of May, 2007, by and between AVERIO
HOLDINGS LIMITED , a private company limited by shares
incorporated under the laws of Ireland under registration number
379811 (“ Purchaser ”), and PRG-SCHULTZ
INTERNATIONAL, INC. , a Georgia corporation (“ PRG
”).
BACKGROUND :
A. Contemporaneously with the
execution of this Agreement, Purchaser, PRG and Meridian
Corporation Limited, a private limited company organized under the
laws of the Isle of Jersey and a wholly owned subsidiary of PRG
(“ Seller ”), are entering into a Sale of Shares
Agreement (the “ Purchase Agreement ”), pursuant
to which Purchaser is purchasing from Seller all of the issued and
outstanding capital stock of Meridian VAT Reclaim Operations
Limited (the “ Company ”) and Meridian VAT
Reclaim Services Limited (“ MVRSL ”)
B. As an inducement to Purchaser
to enter into the Purchase Agreement, and in accordance with
Section 2.2 thereof, PRG is entering into this
Agreement.
NOW, THEREFORE, FOR AND IN
CONSIDERATION of the premises, the mutual promises, covenants
and agreements contained herein, and other good and valuable
consideration, the receipt and sufficiency of which are hereby
acknowledged, the parties hereto hereby agree as follows:
1.
Confidentiality . During the three (3) year
period beginning on the date hereof, PRG shall regard and treat
each item of information or data constituting “Confidential
Information” (as hereinafter defined) as strictly
confidential and wholly owned by Purchaser, and PRG shall not,
directly or indirectly, use for any purpose, or distribute,
disclose or otherwise communicate to any other person or entity,
any Confidential Information, in each case except to the extent
otherwise permitted in writing in advance by Purchaser or as
otherwise required by law; provided, however, to the extent any
Confidential Information constitutes a “trade secret”
under applicable law, the restriction contained in this
Section 1 shall continue to apply beyond such three
(3) year period for so long as such information remains a
trade secret. For purposes hereof, “Confidential
Information” shall mean the valuable and proprietary ideas,
information, knowledge and discoveries (whether or not patentable)
of Purchaser and the entities controlled by Purchaser that are not
generally known to the competitors of Purchaser, including, without
limitation, methods, equipment, compositions, technology, business
plans, marketing plans, internal memoranda, formulae, trade
secrets, know-how, research and development programs, sales
methods, customer and supplier lists, pricing and sourcing
information, mailing lists, customer usages and requirements,
proprietary computer programs (including source and object codes),
employee information and other confidential technical business
information and data.
2.
Non-Competition . During the three
(3) year period beginning on the date hereof, PRG shall not,
without the prior written consent of Purchaser, directly or
indirectly, own,
