RESPONSIBILITY, OVERSIGHT OR DUTIES WITH
RESPECT TO ALL OF THE BUSINESSES OF THE INSOURCE GROUP AND ITS AND THEIR CURRENT
AND PROSPECTIVE EMPLOYEES, VENDORS, CUSTOMERS, CLIENTS AND OTHER BUSINESS
RELATIONS, AND THAT, ACCORDINGLY, THE RESTRICTIONS CONTAINED IN THIS SECTION 4.3
ARE REASONABLE IN ALL RESPECTS AND NECESSARY TO PROTECT THE GOODWILL AND
CONFIDENTIAL INFORMATION OF THE INSOURCE GROUP AND THAT, WITHOUT SUCH
PROTECTION, THE INSOURCE GROUP CUSTOMER AND CLIENT RELATIONSHIP AND COMPETITIVE
ADVANTAGE WOULD BE MATERIALLY ADVERSELY AFFECTED.
IT IS SPECIFICALLY RECOGNIZED
BY EACH SELLER SHAREHOLDER THAT HIS OR HER SERVICES TO THE INSOURCE GROUP ARE
SPECIAL, UNIQUE, AND OF EXTRAORDINARY VALUE, THAT THE COMPANY AND THE OTHER
MEMBERS OF THE INSOURCE GROUP HAVE A PROTECTABLE INTEREST IN PROHIBITING EACH
SELLER SHAREHOLDER AS PROVIDED IN THIS SECTION 4.3, THAT SUCH SELLER SHAREHOLDER
WAS SIGNIFICANTLY RESPONSIBLE FOR THE CREATION AND PRESERVATION OF THE INSOURCE
GROUP GOODWILL, AND THAT MONEY DAMAGES ARE INSUFFICIENT TO PROTECT SUCH
INTEREST, AND THAT SUCH PROHIBITIONS WOULD BE NECESSARY AND APPROPRIATE WITHOUT
REGARD TO PAYMENTS BEING MADE TO EACH SELLER SHAREHOLDER HEREUNDER.
EACH SELLER
SHAREHOLDER FURTHER ACKNOWLEDGES THAT THE RESTRICTIONS CONTAINED IN THIS
SECTION 4.3 DO NOT IMPOSE AN UNDUE HARDSHIP ON HIM OR HER AND, SINCE HE OR SHE
HAS GENERAL BUSINESS SKILLS WHICH MAY BE USED IN INDUSTRIES OTHER THAN THAT IN
WHICH EACH INSOURCE ENTITY CONDUCTS ITS BUSINESS AND DO NOT DEPRIVE EITHER
SELLER SHAREHOLDER OF HIS OR HER LIVELIHOOD.
(G)
IF, AT THE TIME OF ENFORCEMENT OF THIS
AGREEMENT, A COURT OR ARBITRATOR'S AWARD HOLDS THAT THE RESTRICTIONS STATED IN
THIS SECTION 4.3 ARE UNREASONABLE UNDER CIRCUMSTANCES THEN EXISTING, THE PARTIES
HERETO AGREE THAT THE MAXIMUM PERIOD, SCOPE OR GEOGRAPHICAL AREA REASONABLE
UNDER SUCH CIRCUMSTANCES SHALL BE SUBSTITUTED FOR THE STATED PERIOD, SCOPE OR
AREA.
THE PARTIES HERETO AGREE THAT MONEY DAMAGES WOULD NOT BE AN ADEQUATE
REMEDY FOR ANY BREACH OF THIS AGREEMENT.
THEREFORE, IN THE EVENT OF A BREACH OR
THREATENED BREACH OF ANY PROVISIONS OF THIS SECTION 4.3 THAT IS CONTINUING, THE
COMPANY, ITS SUCCESSORS AND ASSIGNS AND ANY THIRD PARTY BENEFICIARY TO THIS
AGREEMENT MAY, IN ADDITION TO OTHER RIGHTS AND REMEDIES EXISTING IN THEIR FAVOR,
APPLY TO ANY COURT OF COMPETENT JURISDICTION FOR SPECIFIC PERFORMANCE AND/OR
INJUNCTIVE OR OTHER RELIEF IN ORDER TO ENFORCE, OR PREVENT ANY VIOLATIONS OF,
THE PROVISIONS HEREOF (WITHOUT POSTING A BOND OR OTHER SECURITY).
IN ADDITION,
IN THE EVENT OF A BREACH OF VIOLATION BY EACH SELLER SHAREHOLDER OF THIS
SECTION 4.3, THE NONCOMPETE PERIOD SHALL BE TOLLED UNTIL SUCH BREACH OR
VIOLATION HAS BEEN DULY CURED.
EACH SELLER SHAREHOLDER AGREES THAT THE
RESTRICTIONS CONTAINED IN THIS SECTION 4.3 ARE REASONABLE.
(H)
EACH SELLER SHAREHOLDER ACKNOWLEDGES AND
REPRESENTS THAT: (I) SUFFICIENT CONSIDERATION HAS BEEN GIVEN BY EACH PARTY TO
THIS AGREEMENT TO THE OTHER AS IT RELATES HERETO; (II) HE OR SHE HAS CONSULTED
WITH INDEPENDENT LEGAL COUNSEL REGARDING HIS OR HER RIGHTS AND OBLIGATIONS UNDER
THIS SECTION 4.3, (III) THAT HE OR SHE FULLY UNDERSTANDS THE TERMS AND
CONDITIONS CONTAINED HEREIN, AND