Common use of Noncompete and Nonsolicitation Clause in Contracts

Noncompete and Nonsolicitation. 3.1. Employee acknowledges that he or she has and during the course of his or her employment with Company will gain specialized knowledge and experience in Company's business, that his or her reputation and contacts within the field are considered of great value to Company, and that if his or her knowledge, experience, reputation and contacts are used to compete with Company, serious harm to Company may result. Employee agrees that, for so long as Employee is employed by Company and for six (6) months thereafter, Employee shall not, without the express prior written consent of Company, alone or in concert with, or through or on behalf of, another person or entity, become, or act or serve as, an owner, employee, consultant, independent contractor, partner, or agent of any person or entity that competes with Company or does business in the Protected Business (as constituted as of the date of the termination of Employee's employment with Company), provided, however, that Employee shall in no event be deemed to have violated the provisions of this Section 3.1 if he or she serves in any capacities or conducts any activities otherwise prohibited hereby from, at or out of a regularly established business or office location which is not within a one hundred (100)-mile radius of Charlottesville, Virginia as of the date of the termination of Employee's employment with the Company. 3.2. Employee agrees that, for a period of two (2) years after Employee ceases to be employed by Company, Employee shall not, without the express prior written consent of Company, alone or in concert with or on behalf of another, employ, solicit the employment of, or retain or solicit the services of any employee of Company; employ, solicit the employment of, or retain or solicit the services of any independent contractor, consultant, vendor or supplier of Company providing goods or services to Company related to the Protected Business; or solicit the business of or enter into any agreement to provide goods or services related to the Protected Business to any person or entity that was a client, partner, affiliate, joint venturer, agent, distributor, vendor or representative of Company at any time while Employee was employed by Company.

Noncompete and Nonsolicitation. 3.1. Employee Executive acknowledges that he or she has the Company’s reliance on and expectation of Executive’s continued commitment to performance of his duties and responsibilities during the course term of his this Agreement. This noncompetition and nonsolicitation provision shall apply or her employment be enforced if this Agreement is terminated without cause Company or if this Agreement is terminated with Company will gain specialized knowledge Good Reason by Executive, provided that Executive is continued to be provided salary during the remaining Term of this Agreement. In light of such reliance and experience in Company's businessexpectation, that his or her reputation and contacts within during the field are considered of great value to Company, and that if his or her knowledge, experience, reputation and contacts are used to compete with Company, serious harm to Company may result. Employee agrees that, for so long as Employee is employed by Company term hereof and for six (6) months thereafter, Employee shall not, without the express prior written consent of Company, alone or in concert with, or through or on behalf of, another person or entity, become, or act or serve as, an owner, employee, consultant, independent contractor, partner, or agent of any person or entity that competes with Company or does business in the Protected Business (as constituted as of the date of the termination of Employee's employment with Company), provided, however, that Employee shall in no event be deemed to have violated the provisions of this Section 3.1 if he or she serves in any capacities or conducts any activities otherwise prohibited hereby from, at or out of a regularly established business or office location which is not within a one hundred (100)-mile radius of Charlottesville, Virginia as of the date of the termination of Employee's employment with the Company. 3.2. Employee agrees that, for a period of two (2) years after Employee ceases termination of Executive’s employment and this Agreement under Paragraph 7 hereof, other than termination by the Company without Cause or termination by Executive pursuant to be employed Paragraph 7(a)(v), and in no event for a period which predates a date two (2) years following the final payment of that certain Contingent Price required by Companythe Buyer to the Seller in that certain Asset Purchase Agreement dated June 1, Employee 2006, Executive shall not, without directly or indirectly, do or suffer any of the express prior written consent following: (i) Own, manage, control or participate in the ownership, management, or control of, or be employed or engaged by or otherwise affiliated or associated as a consultant, independent contractor or otherwise with, any corporation, partnership, proprietorship, firm, association or other business entity, or otherwise engage in any business, which is in competition with the temporary staffing business only of the Company with the clients or customers of the Company as and where conducted by it at the time of such termination; provided, however, that the ownership of not more than five percent (5%) of any class of publicly traded securities of any entity (other than Company) shall not be deemed a violation of this covenant; (ii) Solicit the employment of, alone or assist in concert with or on behalf of another, employ, solicit the soliciting the employment of, or retain or otherwise solicit the services of any employee of Company; employ, solicit the employment of, or retain or solicit the services of any independent contractor, consultant, vendor or supplier of Company providing goods or services to Company related to the Protected Business; or solicit the association in business of or enter into any agreement to provide goods or services related to the Protected Business to with any person or entity that was of, any employee, consultant or agent of the Company; or (iii) Induce any person who is a client, partner, affiliate, joint venturer, agent, distributor, vendor or representative customer of the Company at any time while Employee was employed by Companyto terminate said relationship.

Noncompete and Nonsolicitation. 3.1. Employee acknowledges that he (a) During and following the Executive's employment by the Company, the Executive shall hold in confidence and not directly or she has and during indirectly disclose or use or copy or make lists of any confidential information or proprietary data of the course Company, or any of its Subsidiaries, except to the extent authorized in writing by the Board or required by any court or administrative agency, other than to an employee of the Company or any of its Subsidiaries, or a Person to whom disclosure is reasonably necessary or appropriate in connection with the performance by the Executive of his duties as an executive of the Company. Confidential information shall not include any information known generally to the public. All records, files, documents and materials, or her employment with Company will gain specialized knowledge and experience in copies thereof, relating to the Company's businessor any of its Subsidiaries' business which the Executive shall prepare, that his or her reputation use, or come into contact with, shall be and contacts within remain the field are considered sole property of great value to the Company, Holdings or any of their respective Subsidiaries, as the case may be, and that if his or her knowledge, experience, reputation and contacts are used shall be promptly returned by the Executive to compete with the Company, serious harm to Company may result. Employee agrees that, for so long as Employee is employed by Company and for six (6) months thereafter, Employee shall not, without the express prior written consent of Company, alone or in concert withHoldings, or through or on behalf of, another person or entity, become, or act or serve as, an owner, employee, consultant, independent contractor, partner, or agent of any person or entity that competes with Company or does business in the Protected Business such Subsidiary (as constituted as applicable) upon termination of the date of the termination of Employee's employment with Company), provided, however, that Employee shall in no event be deemed to have violated the provisions of this Section 3.1 if he or she serves in any capacities or conducts any activities otherwise prohibited hereby from, at or out of a regularly established business or office location which is not within a one hundred (100)-mile radius of Charlottesville, Virginia as of the date of the termination of EmployeeExecutive's employment with the Company. 3.2. Employee agrees that(b) Except with the Board's prior written approval, during the Employment Period and for a period of two (2) years after Employee ceases to be employed by Companythe termination of the Employment Period, Employee the Executive shall not, without the express prior written consent of Companydirectly or indirectly: (i) solicit, alone entice, persuade or in concert with or on behalf of another, employ, solicit the employment of, or retain or solicit the services of induce any employee of the Company, Holdings, or any of their respective Subsidiaries to terminate his employment by the Company, Holdings or any of their respective Subsidiaries or to become employed by any Person other than the Company, Holdings, or any of their respective Subsidiaries; employor (ii) approach any such employee for any of the foregoing purposes; or (iii) authorize, solicit or assist in the employment oftaking of such actions by any third party. (c) During the Employment Period and for two (2) years after the termination of the Employment Period, the Executive shall not, directly or indirectly, anywhere within the United States, engage, participate, make any financial investment in, or retain become employed by or solicit render advisory or other services to or for any Person or other business enterprise (other than the services Company, Holdings, and their Affiliates) providing or servicing management information systems and solutions for the automotive parts aftermarket industry or the hardlines and lumber industry (any of the foregoing activities being referred to herein as "Competitive Activities"). The foregoing covenant respecting Competitive Activities shall not be construed to preclude the Executive from making any investments in the securities of any independent contractorcompany, consultantwhether or not engaged in competition the Company, vendor Holdings or supplier any of Company providing goods or services to Company related their respective Subsidiaries, to the Protected Business; extent that such securities are actively traded on a national securities exchange or solicit in the business over-the-counter market in the United States or any foreign securities exchange and such investment does not exceed one percent (1%) of the issued and outstanding shares of such company or enter into give the Executive the right or power to control or participate directly in making the policy decisions of such company. (d) If any agreement to provide goods court determines that any portion of this Section 6 is invalid or services related unenforceable, the remainder of this Section 6 shall not thereby be affected and shall be given full effect without regard to the Protected Business invalid provision. If any court construes any of the provisions of this Section 6, or any part thereof, to be unreasonable because of the duration or scope of such provision, such court shall have the power to reduce the duration or scope of such provision and to enforce such provision as so reduced. (e) The Executive hereby acknowledges and agrees that damages will not be an adequate remedy for the Executive's breach of any person of his covenants contained in this Section 6, and further agrees that the Company shall be entitled to obtain appropriate injunctive and/or other equitable relief for any such breach, without the posting of any bond or entity that was a client, partner, affiliate, joint venturer, agent, distributor, vendor or representative of Company at any time while Employee was employed by Companyother security.