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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 with the prior written consent of
Company, or its successor or assignee, which may be withheld in
Company’s sole discretion. All files, records, customer
lists, documents, reports, audits, projections and similar items
relating to the Business, whether prepared by or on behalf of
Seller or otherwise coming into the possession of Seller, shall
become and remain the exclusive property of Company and shall not
be removed f
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