EXHIBIT
10.66
Tri-State
NON-COMPETE/NON-SOLICITATION AGREEMENT
This Tri-State NON-COMPETE AND
NON-SOLICITATION AGREEMENT (the “
Agreement” ) is made and entered into as of
this 7 th 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 (“Asset Purchase Agreement”)
whereby Tri-State 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, Tri-State 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, Tri-State possesses substantial
information and knowledge regarding the Purchased Assets;
and
WHEREAS, the parties desire to enter into an
agreement whereby Tri-State 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
Tri-State 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
Tri-State with a competitive edge and none of which is readily
available except to Stratus.
Tri-State 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 Tri-State
with a competitive edge and none of which is readily available
except to Stratus.
Tri-State
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
Tri-State
agrees that it will not, during the three (3) year
period commencing with the Effective Date of the Asset Purchase
Agreement (“Restrictive Period̶
