Exhibit 10.34
EXHIBIT
C-2
ALS
NON-COMPETE/NON-SOLICITATION AGREEMENT
This ALS NON-COMPETE AND
NON-SOLICITATION AGREEMENT (the “
Agreement” ) is made and entered into as of
this 8 th day of June, 2005, by and between
STRATUS SERVICES GROUP, INC. , a Delaware company
( “ Stratus ” ) and
ALS, LLC, a Florida limited liability company
(“ALS”), and the respective
affiliates, officers, directors and/or principals of each of
Stratus and ALS.
RECITALS:
WHEREAS, ALS and Stratus have executed an Asset
Purchase Agreement (“Asset Purchase Agreement”) whereby
ALS has purchased certain assets related to the ongoing clerical
and light industrial staffing business of Stratus at the Cotati,
Fairfield, Hayward, Napa, Roseville and Sacramento, California
branch offices (the “Purchased Assets”); and
WHEREAS, ALS and Stratus are currently parties
to a certain Outsourcing Agreement, as amended, which clarifies
certain non-competition and non-solicitation provisions among the
parties; and
WHEREAS, ALS possesses substantial information
and knowledge regarding the Purchased Assets; and
WHEREAS, the parties desire to enter into an
agreement whereby ALS acknowledges its obligations under the
Outsourcing Agreement, and reaffirms same except as amended
hereby.
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
ALS acknowledges that it has had access to
confidential information concerning Stratus’ business 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 ALS
with a competitive edge and none of which is readily available
except to Stratus.
ALS 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 Stratus’
business, 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 ALS with a
competitive edge and none of which is readily available except to
Stratus.
ALS agrees that all of the foregoing information
regarding Stratus’ business and all clients and employees
related thereto constitutes valuable and proprietary trade secrets
and confidential information of Stratus (hereafter
“Confidential Information”).
Non-Competition
Agreement
ALS acknowledges that, pursuant to the terms of
the Outsourcing Agreement between Stratus and ALS, as amended, the
parties have also agreed, in Sections 11 and 12 thereof, to certain
non-solicitation provisions, relating to Stratus. This Agreement
shall not, in any way, be deemed to supercede those provisions of
the Outsourcing Agreement other than those relative to the Cotati,
Fairfield, Hayward, Napa, Roseville and Sacr
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