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NON-COMPETITION AGREEMENT

NonCompetition Agreement

NON-COMPETITION AGREEMENT | Document Parties: MERRILL CORP | Merrill Communications LLC, You are currently viewing:
This NonCompetition Agreement involves

MERRILL CORP | Merrill Communications LLC,

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Title: NON-COMPETITION AGREEMENT
Governing Law: New York     Date: 2/13/2006
Law Firm: Oppenheimer Wolff & Donnelly LLP    

NON-COMPETITION AGREEMENT, Parties: merrill corp , merrill communications llc
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Exhibit 10.22


NON-COMPETITION AGREEMENT

         THIS NON-COMPETITION AGREEMENT dated as of November 18, 2005 (this " Agreement "), is by and between Merrill Communications LLC, a Delaware limited liability company (" Parent ") and Perry Solomon, an individual residing at 26 Homestead Street, Newton, MA 02468 (" Individual ").

        WHEREAS, this Agreement is entered into in connection with that certain Agreement and Plan of Merger, dated as of November 18, 2005 (the " Merger Agreement "), by and among Capture Merger Corp., a Delaware corporation and wholly owned subsidiary of Parent (" Merger Sub "), Parent, WordWave, Inc., a Delaware corporation (" Company ") and Perry Solomon, as Stockholder Representative.

        WHEREAS, pursuant to and subject to the terms of the Merger Agreement, the Merger Sub will be merged with and into the Company, the separate corporate existence of Merger Sub shall cease and the Company shall continue as the surviving corporation, and the Company shall thereupon become a wholly owned subsidiary of Parent.

        WHEREAS, in order to induce Parent to consummate the transactions contemplated by the Merger Agreement (including but not limited to the acquisition by Parent of the Company and the settlement of all of Individual's stock and other equity interests in the Company), and to protect for Parent all of the goodwill associated with the business of the Company and its subsidiaries consisting of litigation support, digital recording and transcription and captioning services (the " Business "), Individual is willing to enter into this Agreement.

        WHEREAS, this Agreement is a material inducement to the willingness of the parties to enter into the Merger Agreement and consummate the transactions contemplated thereby.

        NOW THEREFORE, in consideration of the premises and the mutual promises and obligations contained herein, the parties hereto agree as follows:

        1.     Acknowledgment by Individual.     As a stockholder of the Company, Individual will benefit from the consummation of the transactions contemplated by the Merger Agreement and desires to induce Parent to consummate such transactions by entering into this Agreement. In furtherance thereof, Individual hereby acknowledges and agrees that:

        (a)   Individual has occupied a position of trust and confidence with the Company prior to the date hereof and has become familiar with the following, all of which constitute confidential information (collectively, the " Confidential Information "): (i) any and all trade secrets concerning the Business, product specifications, data, formulae, compositions, processes, designs, sketches, photographs, graphs, drawings, samples, past, current and planned research and development, current and planned manufacturing and distribution methods and processes, customer lists, current and anticipated customer requirements, price lists, market studies, business plans, computer software and programs (including object code and source code), computer software and


database technologies, systems, structures and architectures and related processes, formulae, compositions, improvements, devices, know-how, inventions, discoveries, concepts, ideas, designs, methods and information of the Business and any other information, however documented, of the Business; (ii) any and all information concerning the Business (which includes historical financial statements, financial projections and budgets, historical and projected sales, capital spending budgets and plans, the names and backgrounds of key personnel, personnel training and techniques and materials), however documented; and (iii) any and all notes, analysis, compilations, studies, summaries, and other material prepared by or for the Business containing or based, in whole or in part, on any information included in the foregoing;

        (b)   the products and services of the Business are marketed throughout the countries in which the Company and its subsidiaries operate;

        (c)   the Business competes with other businesses that are or could be located in any part of the world;

        (d)   the Parent has required that Individual make the covenants set forth in Sections 2 and 3 of this Agreement as a condition to the Merger Sub's merger with and into the Company pursuant to the Merger Agreement;

        (e)   the provisions of Sections 2 and 3 of this Agreement are reasonable and necessary to protect and preserve the Business being acquired by the Parent; and

        (f)    the Parent and the Company would be irreparably damaged if Individual were to breach any of the covenants set forth in Sections 2 and 3 of this Agreement.

        2.     Confidential Information.     Individual acknowledges and agrees that all Confidential Information known or obtained by Individual, whether before or after the date hereof, is the property of the Company. Therefore, Individual agrees that Individual will not, at any time, disclose to any unauthorized Person (as defined below) or use for his own account or for the benefit of any third party any Confidential Information, whether Individual has such information in Individual's memory or embodied in writing or other physical form, without the Parent's written consent, unless and to the extent that the Confidential Information is or becomes generally known to and available for use by the public other than as a result of Individual's fault or the fault of any other Person bound by a duty of confidentiality to the Parent or the Company.

        For purposes of this Agreement, "Person" means any individual; corporation; partnership; firm; joint venture; association; joint-stock company; trust; unincorporated organization; federal, state or local government; court, administrative or regulatory agency or commission or other governmental authority or agency, domestic or foreign, including courts of competent jurisdiction; or other entity.

2


        3.     Competitive Activities.     Other than for the Company or one of its affiliates, if applicable:

        (a)   Individual will not, for the period commencing on the date of the consummation of the transactions contemplated by the Merger Agreement (the " Effective Date ") and ending on the fifth (5 th ) anniversary of the Effective Date of this Agreement (the " Restrictive Period "), directly or indirectly, within any geographical area or territory in the United States, the United Kingdom, Australia, New Zealand, Hong Kong, Singapore, Ireland, Malaysia, China, or any other location where the Business is currently conducted, own, manage, operate or control, or participate in the ownership, management, operation or control of, or have any interest in, as a stockholder, member, director, governor, manager, officer, employee, agent, consultant or partner, any business of the type engaged in by the Business or any type of business that the Business has committed to engage in


 
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