EXHIBIT
10.53
STRATUS
NON-COMPETE/NON-SOLICITATION AGREEMENT
This STRATUS
NON-COMPETE AND NON-SOLICITATION AGREEMENT (the
“ Agreement” ) is made and entered
into as of this 21st day of October, 2005, by and between
STRATUS SERVICES GROUP, INC. , a Delaware company
( “ Stratus ” ) and
SOURCE ONE FINANCIAL STAFFING, LLC , a
Pennsylvania limited liability company (“Source One”),
and the respective affiliates, officers, directors and/or
principals of each of Stratus and Source.
RECITALS:
WHEREAS, Source One and Stratus have executed an
Asset Purchase Agreement whereby Source One has purchased certain
assets related to the ongoing clerical and light industrial
staffing business of Stratus at the Lawrenceville, New Jersey
branch office (the “Purchased Assets”); and
WHEREAS, Stratus possesses substantial
information and knowledge regarding the Purchased Assets;
and
WHEREAS, the parties desire to enter into an
agreement whereby Stratus agrees not to compete with Source One
relating to the Purchased Assets.
NOW, THEREFORE, for consideration, the receipt
and sufficiency of which is hereby acknowledged, and other good and
valuable consideration, the parties hereto agree as
follows:
Confidentiality and Trade
Secrets
Stratus acknowledges that it has had access to
confidential information concerning the Purchased Assets and
clients relating thereto, including their business affairs, special
needs, preferred methods of doing business, methods of operation,
key contact personnel and other data, all of which provides Stratus
with a competitive edge and none of which is readily available
except to Stratus and employees of Source One.
Stratus further acknowledges that it has had
access to the names, addresses, telephone numbers, qualifications,
education, accomplishments, experience, availability, resumes and
other data regarding persons who have applied or been recruited for
temporary or permanent employment relating to the Purchased Assets,
as well as job order specifications and the particular
characteristics and requirements of persons generally hired by a
client, specific job listings, mailing lists, computer runoffs,
financial and other information, all of which provides Stratus with
a competitive edge and none of which is readily available except to
Stratus and employees of Source One.
Stratus agrees that all of the foregoing
information regarding the Purchased Assets and all clients and
employees related thereto constitutes valuable and proprietary
trade secrets and confidential information of Source One (hereafter
“Confidential Information”).
Non-Competition
Agreement
Stratus agrees
that it will not, during the one (1) year period
commencing with the Effective Date of the Asset Purchase Agreement
(“Restrictive Period”) service, solicit, compete in the
geographic area of or deal with any customers or future customers
of the Lawrenceville, New Jersey branch office (the “Source
One Lawrenceville Office”). Stratus acknowledges that doing
so in any manner would interfere with, diminish and otherwise
jeopardize and damage the business and goodwill of the Source One
Lawrenceville Office. Notwithstanding the foregoing, Stratus
retai
