Common use of Covenant Not to Compete Confidentiality Clause in Contracts

Covenant Not to Compete Confidentiality. (a) Employee acknowledges that in the course of his employment by the Company he has and will become privy to various economic and trade secrets and relationships of the Company, StaffMark, Inc. and its affiliates. Therefore, in consideration of this Agreement and of the merger by the Company and a subsidiary of StaffMark, Inc., Employee hereby agrees that neither he nor his spouse nor any member of his immediate family that resides with him will, directly or indirectly, except for the benefit of the Company or its affiliates or subsidiaries, or with the prior written consent of the Board of Directors of the Company, which consent may be granted or withheld at the sole discretion of the Company's Board of Directors: (i) During the Noncompetition Period (as hereinafter defined), become an officer, director, stockholder, partner, member, manager, associate, employee, owner, agent, creditor, independent contractor, co-venturer, consultant or otherwise, or be interested in or associated with any other person, corporation, firm or business engaged in providing temporary or permanent staffing services, outsourcing or medical or clinical staffing or recruiting (a "StaffMark, Inc. Services Business") in the State of Arkansas and, outside the State of Arkansas, within a radius of fifty (50) miles from any office operated during the Noncompetition Period by the Company, StaffMark, Inc. or any of their affiliates (collectively, the "Territory") or in any StaffMark, Inc. Services Business directly competitive with that of the Company, StaffMark, Inc. or any of their affiliates, or itself engage in such business; provided, however, that (A) Nothing herein shall be construed to prohibit Employee from owning not more than five percent (5%) of any class of securities issued by an entity which is subject to the reporting requirements of the Securities Exchange Act of 1934, as amended, or which is traded over the counter; (B) The foregoing shall not restrict Employee with respect to businesses, other than StaffMark, Inc. Services Businesses, engaged in by the Company or its affiliates during the Noncompetition Period unless Employee either is or was substantially involved in such other businesses of the Company or such affiliates or had access to Confidential Information (as hereinafter defined) with respect to such other businesses; or (ii) During the Noncompetition Period, in the Territory, solicit, cause or authorize, directly or indirectly, to be solicited for or on behalf of himself or

Covenant Not to Compete Confidentiality. (a) Employee acknowledges that in the course of his employment by the Company he has and will become privy to various economic and trade secrets and relationships of the Company, StaffMark, Inc. and its affiliates. Therefore, in consideration of this Agreement and of the merger by the Company and a subsidiary of StaffMark, Inc., Employee hereby agrees that neither he nor his spouse nor any member of his immediate family that resides with him will, directly or indirectly, except for the benefit of the Company or its affiliates or subsidiaries, or with the prior written consent of the Board of Directors of the Company, which consent may be granted or withheld at the sole discretion of the Company's Board of Directors: (i) During the Noncompetition Period (as hereinafter defined), become an officer, director, stockholder, partner, member, manager, associate, employee, owner, agent, creditor, independent contractor, co-venturer, consultant or otherwise, or be interested in or associated with any other person, corporation, firm or business engaged in providing temporary or permanent staffing services, outsourcing or medical or clinical staffing or recruiting (a "StaffMark, Inc. Services Business") in the State of Arkansas Tennessee and, outside the State of ArkansasTennessee, within a radius of fifty (50) miles from any office operated during the Noncompetition Period by the Company, StaffMark, Inc. or any of their affiliates (collectively, the "Territory") or in any StaffMark, Inc. Services Business directly competitive with that of the Company, StaffMark, Inc. or any of their affiliates, or itself engage in such business; provided, however, that (A) Nothing herein shall be construed to prohibit Employee from owning not more than five percent (5%) of any class of securities issued by an entity which is subject to the reporting requirements of the Securities Exchange Act of 1934, as amended, or which is traded over the counter; (B) The foregoing shall not restrict Employee with respect to businesses, other than StaffMark, Inc. Services Businesses, engaged in by the Company or its affiliates during the Noncompetition Period unless Employee either is or was substantially involved in such other businesses of the Company or such affiliates or had access to Confidential Information (as hereinafter defined) with respect to such other businesses; or (ii) During the Noncompetition Period, in the Territory, solicit, cause or authorize, directly or indirectly, to be solicited for or on behalf of himself or

Covenant Not to Compete Confidentiality. (a) Employee acknowledges that in the course of his employment by the Company he has and will become privy to various economic and trade secrets and relationships of the Company, StaffMark, Inc. and its affiliates. Therefore, in consideration of this Agreement and of the merger by the Company and a subsidiary of StaffMark, Inc., Employee hereby agrees that neither he nor his spouse nor any member of his immediate family that resides with him will, directly or indirectly, except for the benefit of the Company or its affiliates or subsidiaries, or with the prior written consent of the Board of Directors of the Company, which consent may be granted or withheld at the sole discretion of the Company's Board of Directors: (i) During the Noncompetition Period (as hereinafter defined), become an officer, director, stockholder, partner, member, manager, associate, employee, owner, agent, creditor, independent contractor, co-venturer, consultant or otherwise, or be interested in or associated with any other person, corporation, firm or business engaged in providing temporary or permanent staffing services, outsourcing or medical or clinical staffing or recruiting (a "StaffMark, Inc. Services Business") in the State of Arkansas Oklahoma and, outside the State of ArkansasOklahoma, within a radius of fifty (50) miles from any office operated during the Noncompetition Period by the Company, StaffMark, Inc. or any of their affiliates (collectively, the "Territory") or in any StaffMark, Inc. Services Business directly competitive with that of the Company, StaffMark, Inc. or any of their affiliates, or itself engage in such business; provided, however, that (A) Nothing herein shall be construed to prohibit Employee from owning not more than five percent (5%) of any class of securities issued by an entity which is subject to the reporting requirements of the Securities Exchange Act of 1934, as amended, or which is traded over the counter; (B) The foregoing shall not restrict Employee with respect to businesses, other than StaffMark, Inc. Services Businesses, engaged in by the Company or its affiliates during the Noncompetition Period unless Employee either is or was substantially involved in such other businesses of the Company or such affiliates or had access to Confidential Information (as hereinafter defined) with respect to such other businesses; or (ii) During the Noncompetition Period, in the Territory, solicit, cause or authorize, directly or indirectly, to be solicited for or on behalf of himself or

Covenant Not to Compete Confidentiality. (a) Employee The Key Associate acknowledges that in the course by virtue of his employment by the Company position with Xxxxxxxx, as defined herein, he has had and will become privy continue to various economic have access at the highest level to, and intimate knowledge of, valuable confidential and proprietary information relating to Xxxxxxxx's businesses including, without limitation, Xxxxxxxx's trade secrets and relationships of the Company, StaffMark, Inc. and its affiliatessecrets. ThereforeAccordingly, in consideration of the Option award evidenced by this Agreement and of the merger by the Company and a subsidiary of StaffMark, Inc., Employee hereby agrees that neither he nor his spouse nor any member of his immediate family that resides with him will, directly or indirectly, except for the benefit of the Company or its affiliates or subsidiaries, or with the prior written consent of the Board of Directors of the CompanyContract, which consent may be granted or withheld at award the sole discretion of Key Associate acknowledges is being made in the Company's Board discretion, the Key Associate hereby undertakes and covenants that at all times during the continuation of Directorshis employment with Xxxxxxxx and during the Restrictive Period, as defined herein, he shall: (i) During the Noncompetition Period (refrain, alone, or as hereinafter defined), become an officer, director, stockholder, a partner, member, manageremployee or agent of any partnership, associateor as an officer, employee, owner, agent, creditordirector, independent contractor, co-venturer, consultant stockholder or otherwise, or be interested in or associated with investor (except as to not more than 5% of the outstanding stock of any other person, corporation, firm the securities of which are traded on a securities exchange or business engaged in providing temporary or permanent staffing services, outsourcing or medical or clinical staffing or recruiting (a "StaffMark, Inc. Services Business") in the State over-the-counter market) of Arkansas andany corporation, outside the State of Arkansas, within a radius of fifty (50) miles from any office operated during the Noncompetition Period by the Company, StaffMark, Inc. or any of their affiliates (collectively, the "Territory") or in any StaffMarkother individual or representative capacity, Inc. Services Business from directly competitive with that of the Companyor indirectly owning, StaffMarkmanaging, Inc. operating or any of their affiliatescontrolling, or itself engage participating in such business; providedthe ownership, howevermanagement, that operation or control of, or working for or providing consulting services to, or permitting the use of his name by, any business or activity in competition with Guilford's Business, as defined herein, within the Territory, as defined herein (A) Nothing herein the foregoing clause shall be construed to prohibit Employee from owning not more prohibit, among other activities, soliciting or accepting the business of, for himself or others (other than five percent (5%) of for Xxxxxxxx), any class of securities issued by an person or entity which is subject to a customer of Guilford's Business within the reporting requirements of the Securities Exchange Act of 1934, as amended, or which is traded over the counter; (B) The foregoing shall not restrict Employee with respect to businesses, other than StaffMark, Inc. Services Businesses, engaged in by the Company or its affiliates during the Noncompetition Period unless Employee either is or was substantially involved in such other businesses of the Company or such affiliates or had access to Confidential Information (as hereinafter defined) with respect to such other businessesTerritory); orand (ii) During refrain, without first obtaining the Noncompetition Periodwritten consent of Xxxxxxxx, in the Territory, solicit, cause or authorize, from directly or indirectlyindirectly soliciting, enticing, persuading, inducing or hiring any employee, consultant, agent, independent contractor or other person (other than secretarial and clerical personnel) who is employed by Xxxxxxxx on the date the Key Associate's employment with Xxxxxxxx terminates or who has been employed by Xxxxxxxx during the 12 month period preceding such date to be solicited become employed by any person, firm, entity or corporation or approach any such person for or on behalf any of himself orthe foregoing reasons.

Covenant Not to Compete Confidentiality. (a1) Employee acknowledges that in the course of his employment by the Company he has and will become privy to various economic and trade secrets and relationships of the Company, StaffMark, Inc. Company and its affiliates. Therefore, in consideration of this Agreement and of the merger by the Company and a subsidiary of StaffMark, Inc.Agreement, Employee hereby agrees that neither he nor his spouse nor any member of his immediate family that resides with him will, directly or indirectly, except for the benefit of the Company or its affiliates or subsidiaries, or with the prior written consent of the Board of Directors of the Company, which consent may be granted or withheld at the sole discretion of the Company's Board of Directors: (i1) During the Noncompetition Period (as hereinafter defined), become an officer, director, stockholder, partner, member, manager, associate, employee, owner, agent, creditor, independent contractor, co-venturer, consultant or otherwise, or be interested in or associated with any other person, corporation, firm or business engaged in providing temporary or permanent staffing services, outsourcing or medical or clinical staffing or recruiting (a "StaffMark, Inc. Services Business") in the State of Arkansas and, outside the State of Arkansas, within a radius of fifty (50) miles from any office operated during the Noncompetition Period by the Company, StaffMark, Inc. or any of their its affiliates (collectively, the "Territory") or in any StaffMark, Inc. Services Business directly competitive with that of the Company, StaffMark, Inc. or any of their its affiliates, or itself engage in such business; provided, however, that (A1) Nothing herein shall be construed to prohibit Employee from owning not more than five percent (5%) of any class of securities issued by an entity which is subject to the reporting requirements of the Securities Exchange Act of 1934, as amended, or which is traded over the counter; (B) The foregoing shall not restrict Employee with respect to businesses, other than StaffMark, Inc. Services Businesses, engaged in by the Company or its affiliates during the Noncompetition Period unless Employee either is or was substantially involved in such other businesses of the Company or such affiliates or had access to Confidential Information (as hereinafter defined) with respect to such other businesses; or (ii) During the Noncompetition Period, in the Territory, solicit, cause or authorize, directly or indirectly, to be solicited for or on behalf of himself oran

Covenant Not to Compete Confidentiality. As an inducement for Buyer to enter into this Agreement, each of Seller and MMR covenants and agrees that: (a) Employee acknowledges that in From and after the course Closing and continuing for the lesser of his employment seven (7) years and the longest time permitted by applicable law (the Company he has and will become privy to various economic and trade secrets and relationships "Non-Compete Period"), neither such party or any of such party's Affiliates shall do any one or more of the Company, StaffMark, Inc. and its affiliates. Therefore, in consideration of this Agreement and of the merger by the Company and a subsidiary of StaffMark, Inc., Employee hereby agrees that neither he nor his spouse nor any member of his immediate family that resides with him willfollowing, directly or indirectly, except for the benefit of the Company or its affiliates or subsidiaries, or with the prior written consent of the Board of Directors of the Company, which consent may be granted or withheld at the sole discretion of the Company's Board of Directors: (i) During the Noncompetition Period Control, manage, operate, be employed or engaged (whether as hereinafter defined)a consultant, become an officer, director, stockholder, partner, member, manager, associate, employee, owner, agent, creditor, independent contractor, co-venturer, consultant or otherwise) by, or be interested otherwise participate or engage in any business, or associated with own any other personinterest in any entity whatsoever, corporationif such entity is engaged, firm or in the broadest geographic region allowable by applicable law, in any business engaged in providing temporary the purchase, sale, terminaling, handling, transporting or permanent staffing services, outsourcing or medical or clinical staffing or recruiting (a "StaffMark, Inc. Services Business") in the State storage of Arkansas and, outside the State of Arkansas, within a radius of fifty (50) miles from any office operated during the Noncompetition Period by the Company, StaffMark, Inc. or any of their affiliates (collectively, the "Territory") or in any StaffMark, Inc. Services Business directly competitive with that of the Company, StaffMark, Inc. or any of their affiliates, or itself engage in such business; provided, however, that (A) Nothing herein shall be construed to prohibit Employee from owning not more than five percent (5%) of any class of securities issued by an entity which is subject to the reporting requirements of the Securities Exchange Act of 1934, as amended, or which is traded over the counter; (B) The foregoing shall not restrict Employee with respect to businesses, other than StaffMark, Inc. Services Businesses, engaged in by the Company or its affiliates during the Noncompetition Period unless Employee either is or was substantially involved in such other businesses of the Company or such affiliates or had access to Confidential Information (as hereinafter defined) with respect to such other businessessulphur; or (ii) During Solicit for a business competitive with the Noncompetition PeriodBusiness any customer of the Buyer that was a customer of Seller or MMR on or prior to the Closing for a service that is provided by the Business as of the Closing. (b) For the longest period permitted by applicable law following the Closing Date, Seller, MMR and their Affiliates shall hold in strictest confidence, and not, without the Territoryprior written approval of Buyer, solicituse for their own benefit or the benefit of any party other than Buyer, cause or authorizedisclose to any Person other than Buyer (other than as required by law) any information of any kind relating to the Business or Buyer, directly or indirectlyexcept such information as was publicly available prior to the Closing Date; provided, however, that this provision shall not prohibit disclosure by Seller of information to its lenders and their counsel. (c) Seller acknowledges that this Section 10.9 is to be solicited for or on behalf governed by the laws of himself orDelaware and recognizes that the territorial, time and scope limitations set forth in each agreement set forth in Sections 10.9(a) and 10.9

Covenant Not to Compete Confidentiality. (a) Employee acknowledges that in the course of his employment by the Company he has and will become privy to various economic and trade secrets and relationships of the Company, StaffMark, Inc. and its affiliates. Therefore, in consideration of this Agreement and of the merger by the Company and a subsidiary of StaffMark, Inc., Employee hereby agrees that neither he nor his spouse nor any member of his immediate family that resides with him will, directly or indirectly, except for the benefit of the Company or its affiliates or subsidiaries, or with the prior written consent of the Board of Directors of the Company, which consent may be granted or withheld at the sole discretion of the Company's Board of Directors: (i) During the Noncompetition Period (as hereinafter defined), become an officer, director, stockholder, partner, member, manager, associate, employee, owner, agent, creditor, independent contractor, co-venturer, consultant or otherwise, or be interested in or associated with any other person, corporation, firm or business engaged in providing temporary or permanent staffing services, outsourcing or medical or clinical staffing or recruiting (a "StaffMark, Inc. Services Business") in the State of Arkansas South Carolina and, outside the State of ArkansasSouth Carolina, within a radius of fifty (50) miles from any office operated during the Noncompetition Period by the Company, StaffMark, Inc. or any of their affiliates (collectively, the "Territory") or in any StaffMark, Inc. Services Business directly competitive with that of the Company, StaffMark, Inc. or any of their affiliates, or itself engage in such business; provided, however, that (A) Nothing herein shall be construed to prohibit Employee from owning not more than five percent (5%) of any class of securities issued by an entity which is subject to the reporting requirements of the Securities Exchange Act of 1934, as amended, or which is traded over the counter; (B) The foregoing shall not restrict Employee with respect to businesses, other than StaffMark, Inc. Services Businesses, engaged in by the Company or its affiliates during the Noncompetition Period unless Employee either is or was substantially involved in such other businesses of the Company or such affiliates or had access to Confidential Information (as hereinafter defined) with respect to such other businesses; or (ii) During the Noncompetition Period, in the Territory, solicit, cause or authorize, directly or indirectly, to be solicited for or on behalf of himself or

Covenant Not to Compete Confidentiality. (a) Employee acknowledges that None of the Sellers nor any controlled Affiliate of any Seller shall, for the period commencing on the Closing Date and ending on the second anniversary following the Closing Date, (i) own, manage, operate, control, or participate in the course of his employment by the Company he has and will become privy ownership, management or control of, or engage in or offer to various economic and trade secrets and relationships of the Company, StaffMark, Inc. and its affiliates. Therefore, in consideration of this Agreement and of the merger by the Company and a subsidiary of StaffMark, Inc., Employee hereby agrees that neither he nor his spouse nor any member of his immediate family that resides with him willengage in, directly or indirectly, except for the benefit as proprietor, partner, shareholder (other than ownership of the Company not more than ten percent (10%) of any class of securities of a publicly traded entity which engages in a Competing Activity, provided such Seller or its affiliates affiliate does not participate in the management, operation or subsidiaries, or with the prior written consent control of the Board of Directors of the Company, which consent may be granted or withheld at the sole discretion of the Company's Board of Directors: (i) During the Noncompetition Period (as hereinafter definedsuch entity), become an officer, director, stockholderofficer, partnerexecutive, member, manager, associate, employee, owner, agent, creditor, independent contractorconsultant, co-joint venturer, consultant or otherwise, or be interested in or associated with any other person, corporation, firm or business engaged in providing temporary or permanent staffing services, outsourcing or medical or clinical staffing or recruiting (a "StaffMark, Inc. Services Business") in the State of Arkansas and, outside the State of Arkansas, within a radius of fifty (50) miles from any office operated during the Noncompetition Period by the Company, StaffMark, Inc. or any of their affiliates (collectively, the "Territory") investor or in any StaffMarkother capacity or manner whatsoever, Inc. Services Business directly competitive with that the business of manufacturing, designing or selling maternity apparel anywhere in the Company, StaffMark, Inc. or world (any of their affiliates, or itself engage activity referred to in such business; Section 9.7(a)(i) being a "Competing Activity") (provided, however, that (A) Nothing herein shall be construed to prohibit Employee from owning not more that any entity which derives less than five percent (5%) of its consolidated revenues from the business of manufacturing, designing or selling maternity apparel shall be deemed not to be engaged in a Competing Activity), or (ii) directly or indirectly as proprietor, partner, shareholder, director, officer, executive, member, manager, employee, agent, creditor, consultant, joint venturer, investor or in any class other capacity or manner whatsoever, solicit or hire (in connection with or to be involved in any Competing Activity) any person employed as an officer or senior executive by the Company, or any of securities issued its Subsidiaries or Buyer or any subsidiary of Buyer. (b) Each Seller acknowledges that given the nature of the Company's and the Subsidiaries' businesses the covenants contained in this Section 9.7 contain reasonable limitations as to time, geographical area and scope of activity to be restrained, and do not impose a greater restraint than is necessary to protect and preserve for the benefit of Buyer the goodwill of the Company's and its Subsidiaries' businesses and to protect the legitimate business interests of Buyer. If, however, this Section 9.7 is determined by an entity any court of competent jurisdiction to be unenforceable by reason of its extending for too long a period of time or over too large a geographic area or by reason of its being too extensive in any other respect or for any other reason it will be interpreted to extend only over the longest period of time for which is subject it may be enforceable and/or over the largest geographical area as to which it may be enforceable and/or to the reporting requirements of the Securities Exchange Act of 1934maximum extent in all other aspects as to which it may be enforceable, all as amended, or which is traded over the counter;determined by such court and in such action. (Bc) The foregoing No Seller shall not restrict Employee with respect agree to businessesdivulge, other than StaffMarkcommunicate or use in any way, Inc. Services Businessesin whole or in part, engaged in by any proprietary or confidential information or trade secrets related to the Company or its affiliates during any of their respective Subsidiaries as they may exist from time to time. Each Seller acknowledges that the Noncompetition Period unless Employee either is list of Buyers', the Company's or any of their respective Subsidiaries' customers as it may exist from time to time, and Buyers', the Company's and their respective Subsidiaries' proprietary or confidential information, and trade secrets, are valuable, special and unique assets of Buyer, the Company and their respective Subsidiaries. Each Seller acknowledges and agrees that any information or data it or he has acquired on any of these matters or items was substantially involved received in such other businesses confidence. Each Seller agrees to hold, as the property of the Company and their respective Subsidiaries, all memoranda, books, papers, letters and other data and all copies thereof or such affiliates therefrom, made by it or had access him or otherwise coming into is or his possession which relates to Confidential Information (as hereinafter defined) with respect Buyer, the Company or any Subsidiary of Buyer of the Company, and at any time to such other businesses; or (ii) During deliver the Noncompetition Periodsame to Buyer upon its demand. The obligation of any Seller under this Section 9.7 shall not apply to information which is or becomes generally available to the public without breach of the commitment provided for in this Section 9.7. Notwithstanding the foregoing, in the Territoryevent any Seller is requested or required by law to disclose any proprietary or confidential information or trade secrets, solicitsuch Seller shall provide Buyer with prompt written notice of any such request or requirement so that Buyer may seek a protective order or other appropriate remedy and/or waive compliance with the provisions of this Section. If in the absence of a protective order or other remedy or the receipt of a waiver by Buyer, cause such Seller is nonetheless legally compelled to disclose confidential information to any tribunal or authorizeelse stand liable for contempt or suffer other censure or penalty, directly such Seller may, without liability hereunder, disclose to such tribunal only that portion of the confidential information which such Seller is legally required to disclose, provided that such Seller exercises its best efforts to preserve the confidentiality of the confidential information, including, without limitation, by cooperating with Buyer to obtain an appropriate protective order or indirectly, other reliable assurance that confidential treatment (at Buyer's expense) will be accorded the confidential information by such tribunal. (d) The provisions of this Section 9.7 shall not apply to be solicited for or on behalf of himself orJames Kirsch (see covenants in Consulting Agreement).

Covenant Not to Compete Confidentiality. (ai) Employee acknowledges that in For a period of three (3) years after the course of his employment by Closing Date (the Company he has “Restricted Period”), Seller shall not, and will become privy to various economic and trade secrets and relationships of the Company, StaffMark, Inc. and shall cause its affiliates. Therefore, in consideration of this Agreement and of the merger by the Company and a subsidiary of StaffMark, Inc., Employee hereby agrees that neither he nor his spouse nor any member of his immediate family that resides with him willAffiliates not to, directly or indirectly, except for the benefit of the Company or its affiliates or subsidiaries, or with the prior written consent of the Board of Directors of the Company, which consent may be granted or withheld at the sole discretion of the Company's Board of Directors: (iA) During solicit or contact, or assist another Person in the Noncompetition Period solicitation of, any Person who is an insured under any existing insurance policy issued by the Acquired Companies for the purpose of replacing any such existing policy provided by the Acquired Companies as of the date hereof; (B) otherwise initiate or promote a program that would result in the systematic replacement of the existing insurance policies issued by the Acquired Companies or the systematic solicitation of the insureds under such existing policies for the purpose of replacing the existing insurance policies issued by the Acquired Companies as hereinafter definedof the date hereof; or (C) employ, or seek to employ, whether for itself, as applicable, or for any other Person, any Transferred Business Employee or otherwise solicit, encourage or entice any Transferred Business Employee to terminate or alter his or her business relationship with any of the Acquired Companies or Buyer or its Affiliates. (ii) None of Seller or any of its Affiliates shall use or disclose any confidential or proprietary information of or relating to any Acquired Company, including without limitation customer information, either during the term of this Agreement or at any time thereafter, except as required by Law or by any Governmental Authority. Notwithstanding the foregoing, Seller and its Affiliates shall be permitted to use or disclose any such information in connection with its or their preparation of any financial statements or reports or the filing or dissemination of such financial statements or reports with or to the SEC, any insurance department, or any other Governmental Authority. (iii) From and after the Closing, Seller and its Affiliates shall cause their respective representatives to maintain in confidence, and not use to the detriment of Buyer or its Affiliates (including for the purposes of competing with Buyer or its Affiliates), become an officerany written, directororal or other information relating to or obtained from Buyer or its Affiliates, stockholderexcept that the foregoing requirements of this Section 6(d) shall not apply to the extent that (A) any such information is or becomes generally available to the public other than as a result of disclosure by Seller, partner, member, manager, associate, employee, owner, agent, creditor, independent contractor, co-venturer, consultant or otherwise, or be interested in or associated with any other person, corporation, firm or business engaged in providing temporary or permanent staffing services, outsourcing or medical or clinical staffing or recruiting (a "StaffMark, Inc. Services Business") in the State of Arkansas and, outside the State of Arkansas, within a radius of fifty (50) miles from any office operated during the Noncompetition Period by the Company, StaffMark, Inc. its Affiliates or any of their affiliates respective representatives in breach of this Section 6(d), (collectively, the "Territory"B) or in any StaffMark, Inc. Services Business directly competitive with that of the Company, StaffMark, Inc. or any of their affiliates, or itself engage in such businessinformation is required by applicable Law to be disclosed; provided, however, thatthat Seller shall provide Buyer written notice prior to such disclosure, or (C) any such information was or becomes available to such Party on a non-confidential basis and from a source (other than a Party or any Affiliate or representative of such Party) that is not bound by a confidentiality agreement. Seller shall instruct its Affiliates and representatives having access to such information of such obligation of confidentiality and non-use. (Aiv) Nothing herein shall Seller hereby agrees and acknowledges that money damages may not be construed to prohibit Employee from owning not more than five percent (5%) an adequate remedy for its breach of any class covenant, obligation or other provision set forth in this Section 6(d). Seller acknowledges that its violation of securities issued by an entity which is subject this Section 6(d) may cause irreparable harm to the reporting requirements of the Securities Exchange Act of 1934Acquired Companies. Seller therefore agrees that each Acquired Company, as amended, including Buyer for itself or which is traded over the counter; (B) The foregoing shall not restrict Employee with respect to businesses, other than StaffMark, Inc. Services Businesses, engaged in by the Company or its affiliates during the Noncompetition Period unless Employee either is or was substantially involved in such other businesses of the Company or such affiliates or had access to Confidential Information (as hereinafter defined) with respect to such other businesses; or (ii) During the Noncompetition Period, in the Territory, solicit, cause or authorize, directly or indirectly, to be solicited for or on behalf of himself orany Acquired Company, shall be entitled to seek injunctive relief enjoining, prohibiting and restraining Seller and its Affiliates from the continuance of any such violation, in addition to any monetary damages which might occur by reason of a violation of this Section 6(d) or any other remedies at Law or in equity, including, without limitation, specific performance. (v) Seller acknowledges that this Section 6(d) is a material inducement to Buyer entering into this Agreement, and that the acquisition of the Acquired Companies as contemplated by this Agreement is of direct and material benefit to Seller and is good and adequate consideration for the covenants given herein.

Covenant Not to Compete Confidentiality. (a) Employee acknowledges that in the course of his employment by the Company he has and will become privy to various economic and trade secrets and relationships of the Company, StaffMark, Inc. and its affiliates. Therefore, in consideration of this Agreement and of the merger by the Company and a subsidiary of StaffMark, Inc., Employee hereby agrees that neither he nor his spouse nor any member of his immediate family that resides with him will, directly or indirectly, except for the benefit of the Company or its affiliates or subsidiaries, or with the prior written consent of the Board of Directors of the Company, which consent may be granted or withheld at the sole discretion of the Company's Board of Directors: (i) During the Noncompetition Period (as hereinafter defined), become an officer, director, stockholder, partner, member, manager, associate, employee, owner, agent, creditor, independent contractor, co-venturer, consultant or otherwise, or be interested in or associated with any other person, corporation, firm or business engaged in providing temporary or permanent staffing services, outsourcing or medical or clinical staffing or recruiting (a "StaffMark, Inc. Services Business") in the State of Arkansas North Carolina and, outside the State of ArkansasNorth Carolina, within a radius of fifty (50) miles from any office operated during the Noncompetition Period by the Company, StaffMark, Inc. or any of their affiliates (collectively, the "Territory") or in any StaffMark, Inc. Services Business directly competitive with that of the Company, StaffMark, Inc. or any of their affiliates, or itself engage in such business; provided, however, that (A) Nothing herein shall be construed to prohibit Employee from owning not more than five percent (5%) of any class of securities issued by an entity which is subject to the reporting requirements of the Securities Exchange Act of 1934, as amended, or which is traded over the counter; (B) The foregoing shall not restrict Employee with respect to businesses, other than StaffMark, Inc. Services Businesses, engaged in by the Company or its affiliates during the Noncompetition Period unless Employee either is or was substantially involved in such other businesses of the Company or such affiliates or had access to Confidential Information (as hereinafter defined) with respect to such other businesses; or (ii) During the Noncompetition Period, in the Territory, solicit, cause or authorize, directly or indirectly, to be solicited for or on behalf of himself or