Exhibit 10.10
CONFIDENTIALITY, NONCOMPETITION
AND
NONSOLICITATION
AGREEMENT
THIS CONFIDENTIALITY,
NONCOMPETITION, AND NONSOLICITATION AGREEMENT
(“Agreement”) is made and entered into effective on the
2 nd day of January, 2007, by and among
Computer Software Innovations, Inc. , a Delaware corporation
(“Company”), McAleer Computer Associates, Inc. ,
an Alabama corporation (“McAleer”), and William J.
McAleer , an individual and resident of the State of Alabama
and the sole shareholder of McAleer
(“Shareholder”)(McAleer and Shareholder collectively,
the “Seller”).
WHEREAS, pursuant to an Asset
Purchase Agreement among Company, McAleer and Shareholder dated
November 27, 2006 (the “Purchase Agreement”),
Seller has agreed to sell substantially all of the assets and
business of McAleer to Company and Company has agreed to purchase
such assets, subject to the terms and conditions contained therein
(the “Transaction”);
WHEREAS, prior to the date of the
Transaction, McAleer was in the business of education management
providing computer software, hardware, forms and printing, and
consultation services to school systems in the southern United
States (the “Business”) and Company intends to continue
and expand the Business following the Transaction;
WHEREAS, prior to the date of the
Transaction, Shareholder was the President of McAleer and was in
charge of the Business;
WHEREAS, Company has expressly
required, as a condition to the Purchase Agreement, that Seller
agrees under the terms set forth in this Agreement not to compete
with the Company; and
WHEREAS, this Agreement is a
material inducement to Company to enter into the Purchase Agreement
and complete the Transaction.
NOW, THEREFORE, in consideration of
the sums set forth below, the sufficiency of which is hereby
acknowledged, the parties hereby agree as follows:
1. Seller acknowledges that through
Shareholder’s ownership of McAleer, Shareholder’s
participation in the management of Company’s business
activities, and Shareholder’s prior relationships with the
Business, Shareholder has had an opportunity to become familiar
with and has made use of, acquired and/or added to confidential
information of a special and unique nature and value relating to
such matters as McAleer’s list of customers and potential
customers, pricing information and lists, sales and marketing
materials and methods, financial and competition data, employee
information, payroll data, supplier relationship, supplier
contracts, customer relationships, customer contracts and terms,
copyrights, proprietary information, trade secrets, patents,
systems, procedures, manuals, confidential reports, records,
operational expertise, and the nature and type of services rendered
by McAleer, the products and methods used and preferred by
McAleer’s customers, and the fees paid by them (all of which
are deemed for all purposes confidential and
proprietary).
2. Seller further acknowledges that
the Purchase Agreement would not have been entered into without the
execution by Seller of this Agreement, as the terms and conditions
of this Agreement are essential to the success and the future
operations of Company.
3. Seller has owned various trade
secrets consisting of, without limitation, customer pricing,
material costs, customer lists, business practices, plans,
policies, secret inventions, processes and compilations of
information, records and specifications which have been conveyed to
Company through the Transaction and which will be regularly used in
the operation of the Business (collectively, “Company’s
Secrets”). Seller has also owned information related to the
development of products, costs, management policies, and plans for
the operation of the Business which has been conveyed to Company
through the Transaction (collectively, “Company’s
Policies”). Company’s Secrets and Company’s
Policies shall be referred to herein collectively as the
“Trade Secrets”. Except as otherwise required by law,
Seller shall not disclose any of the Trade Secrets, directly or
indirectly, or use the Trade Secrets or such information in any
way, either during the term of this Agreement or at any time
thereafter, except w
