Exhibit 10.33
EXHIBIT
C-1
STRATUS
NON-COMPETE/NON-SOLICITATION AGREEMENT
This STRATUS
NON-COMPETE AND NON-SOLICITATION AGREEMENT (the
“ Agreement” ) is made and entered
into as of this 8 th day of June, 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 the Cotati, Fairfield, Hayward, Napa, Roseville and
Sacramento branch offices (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”) and unless
otherwise agreed to by the parties by way of subcontracting
agreement, payrolling agreement, outsourcing agreement or
otherwise, service, solicit, compete in the geographic area of or
deal with any customers or future customers of the Cotati,
Fairfield, Hayward, Napa, Roseville and Sacramento, California
branch offices (the “ALS California Offices”). Stratus
acknowledges that doing so in any manner would interfere with,
diminish and otherwise jeopardize and damage the business and
goodwill of the ALS California Offices. Notwithstanding the
foregoing, Stratus retains the right to conti
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