Exhibit 10.2
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 and Meridian VAT Reclaim Services Limited.
B. As an inducement to PRG and
Seller to enter into the Purchase Agreement, and in accordance with
Section 2.3 thereof, Purchaser 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, Purchaser shall regard and
treat each item of information or data constituting
“Confidential Information” (as hereinafter defined) as
strictly confidential and wholly owned by PRG, and Purchaser 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 PRG 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 PRG and the entities
controlled by PRG that are not generally known to the competitors
of PRG, 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, Purchaser shall
not, without the prior written consent of PRG in each instance,
directly or indirectly, own, operate, carry on or engage in any
business which: (a) provides accounts payable recovery audit
services in Austria, Belgium, the Czech Republic, Denmark, France,
Germany, Ireland, Italy, the Netherlands, Norway, Poland, Portugal,
Slovakia, Spain, Sweden, Switzerland, the United Kingdom, or the
State of New York or the State of Georgia; or (b) provides
“Domestic VAT Services” (as hereinafter defined) to any
entity (or any entity controlled by any such entity) listed
on
