EXHIBIT
10.63
NON-COMPETE/NON-SOLICITATION
AGREEMENT
This Accountabilities NON-COMPETE AND
NON-SOLICITATION AGREEMENT (the “
Agreement” ) is made and entered into as of
this 5th day of December, 2005, by and between STRATUS
SERVICES GROUP, INC. , a Delaware company (
“ Stratus ” ) and
ACCOUNTABILITIES, INC., a Delaware corporation
(“Accountabilities”), and the
respective affiliates, officers, directors and/or principals of
each of Stratus and Accountabilities.
RECITALS:
WHEREAS, Accountabilities and Stratus have
executed an Asset Purchase Agreement (“Asset Purchase
Agreement”) whereby Accountabilities has purchased certain
assets related to the ongoing clerical and light industrial
staffing business of Stratus at the offices located in Bellflower,
California and West Covina, California (the “Purchased
Assets”); and
WHEREAS, Accountabilities 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, Accountabilities possesses substantial
information and knowledge regarding the Purchased Assets;
and
WHEREAS, the parties desire to enter into an
agreement whereby Accountabilities 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
Accountabilities 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 Accountabilities with a competitive edge and none of
which is readily available except to Stratus.
Accountabilities 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 Accountabilities with a competitive edge and
none of which is readily available except to Stratus.
Accountabilities 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
Accountabilities agrees that it will not, during
the three (3) year period commencing with the
Effective Date of the Asset Purchase Agreement (
