Exhibits 10.35Execution OriginalUNFAIR COMPETITION AND NONSOLICITATION AGREEMENT     UNFAIR COMPETITION AND NONSOLICITATION AGREEMENT (hereafter, the “Agreement”) entered into asof this 25th day of May, 2005 (the “Effective Date”), by and between Santa AcquisitionCorporation (the “Company”) and Raj Sundaram, a resident of California.W I T N E S S E T H     WHEREAS, Mr. Sundaram owns a membership interest in Automotive Lease Guide (alg), LLC, aCalifornia limited liability corporation with its principle place of business in Santa Barbara,California (“ALG, LLC”), and is a shareholder in Automotive Lease Guide (alg) Canada, Inc. (“ALG,Inc.”) (ALG, LLC and ALG, Inc. hereinafter collectively referred to as “ALG”). ALG is the leadingprovider of residual values, analytical data products and consultation with respect to residualvalues to the automotive industry throughout the United States (including each county in the Stateof California) and Canada (the “Territory’) through, *inter alia*, the provision of residual guides,portfolio risk analysis, portfolio securitization valuations, consulting and special studiesregarding residual values, development and provision of automotive data analysis and reportingproducts, and providing data analysis for residual value insurance (the “Business”);     WHEREAS, on even date herewith, the Company and ALG executed an Asset Purchase Agreement(“Purchase Agreement”) pursuant to which the Company will purchase substantially all of the assetsof ALG;     WHEREAS, the Company intends to carry on the Business of ALG and to employ Mr. Sundaram as itsPresident after consummation of the transactions contemplated by the Purchase Agreement;     WHEREAS, it is a condition precedent to the obligation of the Company to consummate thetransactions contemplated by the Purchase Agreement that Mr. Sundaram enter into and on theEffective Date be bound by this Agreement;     WHEREAS, the Company recognizes the importance of Mr. Sundaram to the Business and to theability of the Company to retain its client, employee and vendor relationships in respect of theBusiness;     WHEREAS, the parties agree that Mr. Sundaram will be subject to certain restrictive covenantsnecessary to protect the value of the assets and good will of ALG purchased by the Company,including, without limitation, confidential, proprietary and trade secret information, and goodwillamong customers, employees and vendors;     NOW THEREFORE, in consideration of good valuable consideration, including, without limitation,the Company’s agreement to consummate the transactions contemplated by the
 

 
Purchase Agreement and the consideration provided by the Company therewith, the receipt andadequacy whereof are hereby acknowledged, Mr. Sundaram covenants and agrees as follows:     Section 1. Nonsolicitation/Non-Compete.          (a) In view of the fact that any activity of Mr. Sundaram in violation of the terms hereofwould deprive the Company of the benefits of their bargain under the Purchase Agreement and underthe other agreements relating to that transaction, and to preserve the goodwill associated with theBusiness, Mr. Sundaram hereby agrees during the Restricted Period he will not, without the expresswritten consent of DealerTrack Holdings, Inc. (the “Parent”), directly or indirectly, anywhere inthe Territory, (i) engage in any activity which is competitive with any portion of the Business oris like or similar to the Business, (ii) participate or invest in, or provide or facilitate theprovision of financing to, or assist (whether as owner, part-owner, shareholder, partner, director,officer, trustee, employee, agent or consultant, or in any other capacity), any business,organization or person other than the Company (or any affiliate of or Successor to the Company)whose business, activities, products or services are competitive with any portion of the Businessor are like or similar to the Business (a “Competitor”), (iii) solicit for or on behalf of himselfor any Competitor any client of the Business or any of its direct or indirect subsidiaries oraffiliates or divert to any person any client or business opportunity of the Company or any of itsdirect or indirect subsidiaries or affiliates in respect of the Business, (iv) solicit or attemptto hire or engage for or on behalf of himself or any Competitor any officer or employee of theCompany or any of its direct and/or indirect subsidiaries or affiliates, or (v) encourage for or onbehalf of himself or any Competitor, any such officer or employee to terminate his or herrelationship or employment with the Company or any of its direct or indirect subsidiaries oraffiliates.Ownership, for personal investment purposes only, of not to exceed (i) individually, two (2%)percent of the outstanding capital stock of any privately held entity, or (ii) two (2%) percent ofthe outstanding voting stock of any publicly held corporation shall not constitute a violationhereof.          (b) “Restricted Period” means the earlier of five (5) years following the termination of Mr.Sundaram’s employment with the Company or ten (10) years from the Effective Date, providedthat the Restricted Period will terminate earlier (i) with respect to all or a portion of theTerritory, on the date when the Company or any person deriving any right, title or interest fromthe Company to the Business acquired from ALG (any such person, a “Successor”) ceases to carry on abusiness like or similar to that of the Business therein, or (ii) with respect to Subsections1(a)(i)-(iii) only, following a determination by a court or arbitrator, that is final andunappealable (“Final Order”), that the Company has defaulted under Section 2.06 of the PurchaseAgreement, but only if and when the Company or Parent fails to make the payment with respect towhich it is found to be in default within the later of (A) the time specified in the Final Orderor, (B) 30 days following the entry of a Final Order. By way of further clarification, Mr.Sundaram hereby acknowledges and agrees that in the event Company, or any of its affiliates or anySuccessor ceases to carry on the Business or a like or similar business in a portion of theTerritory, Section 1(a) shall be deemed to expire only with respect to that portion of theTerritory and shall continue in full force and effect with respect to the remainder of theTerritory.
 

 
          (c) Mr. Sundaram acknowledges that the time, scope, geographic area and other provisions ofthis Section 1 have been specifically negotiated by sophisticated commercial parties and agreesthat (i) all such provisions are reasonable under the circumstances of the transactionscontemplated hereby, (ii) are given as an integral and essential part of the transactionscontemplated in the Purchase Agreement and (iii) but for Mr. Sundaram’s agreement to Section 1contained herein, Parent and the Company would not have entered into or consummated thetransactions contemplated hereby. Mr. Sundaram has independently consulted with his counsel andhas been advised in all respects concerning the reasonableness and propriety of the covenantscontained herein, with specific regard to the Business to be conducted by Company and itssubsidiaries and affiliates, and represents that this Section 1 is intended to be and shall befully enforceable and effective in accordance with its terms.          (d) The parties recognize that original equipment manufacturers of automobiles such as Ford,General Motors, DaimlerChrysler, Honda and Toyota (“OEMs”) may conduct business activities on theirown or through affiliates which activities are competitive with or similar to the Business;however, the Parent and Company do not intend to prohibit or restrict Mr. Sundaram from working forany OEM after his termination from the Company provided that Mr. Sundaram is not personally engagedin performing services for those business units or affiliates that are directly competitive withthe Business. Therefore, notwithstanding anything else contained in this Agreement to thecontrary, upon the termination of Mr. Sundaram’s employment with the Company, Mr. Sundaram shallnot be prohibited from working for an OEM provided that Mr. Sundaram’s activities on behalf of theOEM do not support business activities of such OEM or its affiliates the are competitive with theBusiness     Section 2. Equitable Relief. Mr. Sundaram acknowledges and agrees that the Companywill suffer irreparable damage which cannot be adequately compensated by money damages in the eventof a breach, or threatened breach, of any of the terms and provisions of Section 1 of thisAgreement, and that, in the event of any such breach, or threatened breach, the Company will nothave an adequate remedy at law. It is therefore agreed that the Company, in addition to all othersuch rights, powers, privileges and remedies that it may have, shall be entitled to injunctiverelief, specific performance or such other equitable relief as the Company may request to enforceany of those terms and provisions and to enjoin or otherwise restrain any act prohibited thereby,and Mr. Sundaram will not raise and hereby waives any objection or defense that there is anadequate remedy available at law. Mr. Sundaram agrees that the Company shall be entitled to seeksuch injunctive relief, without bond, in a court of competent jurisdiction and Mr. Sundaram herebyconsents to the jurisdiction of the state and federal courts of California for purposes of such anaction. The foregoing shall not constitute a waiver of any of the Company’s rights, powers,privileges and remedies against or in respect of a breaching party or any other person or thingunder this Agreement, or applicable law. The Company shall have the right to enforce thisAgreement in a court of competent jurisdiction and shall not be required to arbitrate any claimshereunder pursuant to Section 18 of the Employment Agreement of even date herewith by and betweenthe Company and Mr. Sundaram.     Section 3. Disclosure of Agreement. Mr. Sundaram will disclose the existence andterms of this Agreement to any prospective employer, partner, co-venturer, investor or lender priorto entering into an employment, partnership or other business relationship with such person orentity.
 

 
     Section 4. Miscellaneous.          (a) The parties agree that if any portion or provision of this Agreement is to any extent bedeclared illegal or unenforceable by a court of competent jurisdiction, then the court may amendsuch portion or provision so as to comply with the law in a manner consistent with the intention ofthis Agreement, the remainder of this Agreement, or the application of such illegal orunenforceable portion or provision in circumstances other than those as to which it is so declaredillegal or unenforceable, will not be affected thereby, and each portion and provision of theAgreement will be valid and enforceable to the fullest extent permitted by law. In the event thatany provision of this Agreement is determined by any court of competent jurisdiction to beunenforceable by reason of excessive scope as to geographic, temporal or functional coverage, suchprovision will be deemed to extend only over the maximum geographic, temporal and functional scopeas to which it may be enforceable.          (b) Mr. Sundaram agrees that no claim that he may have against the Parent or Company shallserve as a defense to enforcement of his obligations hereunder.          (c) This Agreement constitutes the entire agreement between the Parent, the Company and Mr.Sundaram with respect to the subject matter hereof, and supersedes all prior representations andagreements with respect to such subject matter. This Agreement may not be amended, modified orwaived except by a written instrument duly executed by the person against whom enforcement of suchamendment, modification or waiver is sought. The failure of any party to require the performanceof any portion or provision of this Agreement, or the waiver by any party of any breach of thisAgreement, in any particular case will not prevent any subsequent enforcement of such portion orprovision or to be deemed a waiver of any separate or subsequent breach.          (d) This Agreement shall be governed by California law. The parties consent to exclusivepersonal jurisdiction of the state and federal courts situated in Los Angeles, California inrespect to enforcement of this Agreement and waive any defenses based on personal jurisdiction orvenue in such courts.     I UNDERSTAND THAT THIS AGREEMENT AFFECTS IMPORTANT RIGHTS THAT I HAVE. I HAVE READ ITCAREFULLY AND AM SATISFIED THAT I UNDERSTAND IT COMPLETELY AND AGREE TO IT.*Remainder of Page Intentionally Left Blank*
 

 
         Date: 5/25/05     /s/ Raj Sundaram Raj Sundaram                  Address                                   SANTA ACQUISITION CORPORATION           Date:                      /s/ By:        Its: