EXHIBIT
10.65
STRATUS
NON-COMPETE/NON-SOLICITATION AGREEMENT
This STRATUS
NON-COMPETE AND NON-SOLICITATION AGREEMENT (the
“ Agreement” ) is made and entered
into as of this 7th day of December, 2005, by and between
STRATUS SERVICES GROUP, INC. , a Delaware company
( “ Stratus ” ) and
TRI-STATE EMPLOYMENT SERVICE, INC., a New York
corporation (“Tri-State”), and the respective
affiliates, officers, directors and/or principals of each of
Stratus and Tri-State.
RECITALS:
WHEREAS, Tri-State and Stratus have executed an
Asset Purchase Agreement whereby Tri-State has purchased certain
assets related to the ongoing clerical and light industrial
staffing business of Stratus at its offices located in Bellflower,
California, and West Covina, California (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 Tri-State
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 Tri-State.
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 Tri-State.
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 Tri-State (hereafter
“Confidential Information”).
Non-Competition
Agreement
Stratus agrees that it will not, during the
three (3) 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 Bellflower, California and West Covina, California
(collectively the “Tri-State CA Branch Offices”).
Stratus acknowledges that doing so in any manner would interfere
with, diminish and otherwise jeopardize and damage the business and
goodwill of the Tri-State CA Branch Offices. Notwithstanding the
foregoing, Stratus retains the ri
