BECOME FAMILIAR WITH CONFIDENTIAL INFORMATION CONCERNING THE
INSOURCE GROUP AND THAT HIS OR HER SERVICES HAVE BEEN AND SHALL BE OF SPECIAL,
UNIQUE AND EXTRAORDINARY VALUE TO THE INSOURCE GROUP.
THEREFORE, EACH SELLER
SHAREHOLDER AGREES THAT DURING THE PERIOD BEGINNING ON THE DATE HEREOF AND
ENDING ON THE THREE (3) YEAR ANNIVERSARY OF THE CLOSING (THE "NONCOMPETE
PERIOD"), HE OR SHE SHALL NOT (AND SHALL NOT TAKE ANY STEPS TOWARD OR
PREPARATIONS IN RESPECT OF), DIRECTLY OR INDIRECTLY, EITHER FOR HIMSELF OR
HERSELF OR FOR ANY OTHER PERSON, PARTNER, OFFICER, DIRECTOR, CONSULTANT, AGENT,
EMPLOYEE, OR STOCKHOLDER OF ANY COMPANY OR OTHER COMMERCIAL ENTERPRISE
(I) ENGAGE IN ANY BUSINESS OR ACCEPT EMPLOYMENT WITH ANY COMPETITOR OR
(II) PROVIDE ANY SERVICES WHETHER DIRECTLY OR INDIRECTLY AND WHETHER ON SUCH
SELLER SHAREHOLDER'S OWN OR ON BEHALF OF ANY INSOURCE COMPETITOR TO ANY PERSON
OR ENTITY THAT WAS EITHER A COMPANY CUSTOMER DURING THE TERM OF SUCH SELLER
SHAREHOLDER'S TERM OF EMPLOYMENT WITH THE COMPANY OR BUYER (AS THE CASE MAY BE),
OR A PROSPECTIVE CUSTOMER.
FOR PURPOSES OF THIS AGREEMENT, THE TERM
"PARTICIPATE" INCLUDES ANY DIRECT OR INDIRECT INTEREST IN ANY ENTERPRISE,
WHETHER AS AN OFFICER, DIRECTOR, EMPLOYEE, PARTNER, SOLE PROPRIETOR, AGENT,
REPRESENTATIVE, INDEPENDENT CONTRACTOR, SELLER, FRANCHISOR, FRANCHISEE,
CREDITOR, OR OWNER; PROVIDED THAT THE FOREGOING ACTIVITIES SHALL NOT INCLUDE
PASSIVE OWNERSHIP OF LESS THAN 3% OF THE STOCK OF A PUBLICLY-HELD CORPORATION
WHOSE STOCK IS TRADED ON A NATIONAL SECURITIES EXCHANGE OR IN THE
OVER-THE-COUNTER MARKET BY EACH SELLER SHAREHOLDER.
EACH SELLER SHAREHOLDER
AGREES THAT THIS COVENANT IS REASONABLE WITH RESPECT TO ITS DURATION,
GEOGRAPHICAL AREA AND SCOPE.
(E)
DURING THE NONCOMPETE PERIOD, EACH SELLER
SHAREHOLDER SHALL NOT DIRECTLY OR INDIRECTLY THROUGH ANOTHER ENTITY (I) INDUCE
OR ATTEMPT TO INDUCE ANY EMPLOYEE OF THE INSOURCE GROUP TO LEAVE THE EMPLOY OF
THE INSOURCE GROUP, (II) HIRE OR EMPLOY ANY PERSON WHO WAS AN EMPLOYEE OF THE
INSOURCE GROUP AT ANY TIME DURING THE SIX MONTH PERIOD IMMEDIATELY PRIOR TO THE
DATE HEREOF, (III) CALL ON, SOLICIT, OR SERVICE ANY CUSTOMER, SUPPLIER,
LICENSEE, LICENSOR OR OTHER BUSINESS RELATION OR PROSPECTIVE CLIENT OF THE
INSOURCE GROUP WITH RESPECT TO PRODUCTS AND/OR SERVICES THAT HAVE BEEN PROVIDED
BY THE INSOURCE GROUP, ARE CURRENTLY BEING PROVIDED BY THE INSOURCE GROUP OR
WHICH THE INSOURCE GROUP IS CURRENTLY IN THE PROCESS OF DEVELOPING OR
(IV) INDUCE OR ATTEMPT TO INDUCE ANY CUSTOMER, SUPPLIER, LICENSEE, LICENSOR OR
OTHER BUSINESS RELATION OF THE INSOURCE GROUP TO CEASE DOING BUSINESS WITH THE
INSOURCE GROUP.
(F)
EACH SELLER SHAREHOLDER ACKNOWLEDGES
THAT, IN THE COURSE OF HIS OR HER EMPLOYMENT WITH THE INSOURCE GROUP, HE OR SHE
HAS AND WILL BECOME FAMILIAR WITH THE CONFIDENTIAL INFORMATION OF THE INSOURCE
GROUP.
EACH SELLER SHAREHOLDER FURTHER ACKNOWLEDGES THAT THE SCOPE OF THE
BUSINESS OF THE INSOURCE GROUP IS INDEPENDENT OF LOCATION (SUCH THAT IS NOT
PRACTICAL TO LIMIT THE RESTRICTIONS CONTAINED IN THIS SECTION 4.3 TO A SPECIFIED
COUNTRY, CITY, OR PART THEREOF) AND, THAT SUCH SELLER
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SHAREHOLDER HAS HAD DIRECT OR INDIRECT