EXHIBIT
10.61
STRATUS
NON-COMPETE/NON-SOLICITATION AGREEMENT
This STRATUS
NON-COMPETE AND NON-SOLICITATION AGREEMENT (the
“ Agreement” ) is made and entered
into as of this 2 nd day of December, 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 whereby ALS has purchased certain assets related
to the ongoing clerical and light industrial staffing business of
Stratus at its offices located in Chino, California; Colton,
California; Los Nietos, California; Ontario, California; Santa Fe
Springs, California; and Phoenix, Arizona branches and the Dallas
Morning News account (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 ALS 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 ALS.
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 ALS.
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 ALS (hereafter
“Confidential Information”).
Non-Competition
Agreement
Stratus agrees that it will not, during the
two (2) 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 its offices
located in Chino, California; Colton, California; Los Nietos,
California; Ontario, California; Santa Fe Springs, California; and
Phoenix, Arizona branches and the Dallas Morning News account
(collectively the “Purchased Assets”). Stratus
acknowledges that doing so in any manner would interfere with,
diminish and otherwi
|
