EXHIBIT 10.16
November 13, 1995
Xx. Xxxxxx Xxxxxxx
0000 Xxxxxxxxx Xxxxx
Xxxxx, XX 00000
Re: Non-Competition
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Dear Xxxxxx:
As you know, Giga Information Group, Inc. (the "Company") has agreed to
sell shares of its Series B Preferred Stock (the "Shares") to certain investors
(the "Investors") under the Series B Preferred Stock Purchase Agreement between
the Company and such Investors. One condition of the Investors' obligation to
purchase the Shares is your agreement to be bound by the terms of this letter
agreement; the Investors will make their investment in the Company in reliance
upon your agreement to be so bound. Please signify your acceptance of the terms
of this letter agreement and your understanding that the Investors will purchase
Shares in reliance upon this agreement by counter-signing this letter agreement
in the place indicated.
1. For the Non-Competition Period (as defined below), you will not,
directly or indirectly:
a. as an individual proprietor, partner, stockholder, officer, employee,
director, joint venture, investor, lender, or in any other capacity
whatsoever (other than as the holder of less five percent (5%) of the total
outstanding stock of a publicly held company), engage in the business of
developing, providing, marketing or selling Continuous IT Information
Services.
b. recruit, solicit or induce, or attempt to induce, any employee or
employees to the Company or any subsidiary thereof to terminate their
employment with, or otherwise cease their relationship with, the Company or
any subsidiary thereof; or
c. solicit, divert or take away, or attempt to divert or to take away,
the business or patronage of any of the clients, customers, subscribers or
accounts, or prospective clients, customers or accounts, of the Company or
any subsidiary thereof which were contacted, solicited or served by you
while you were employed by the Company.
2. For the purposes of this letter agreement:
(a) "Continuous IT Information Services" means the performance or
development of original research or analysis with respect to information
technology industries and the marketing and sales of the results of such
research and analysis through subscription or retainer relationships which
(i) have a stated term (which may be subject to renewal or extension) and
(ii) which involve the delivery of analysis in a number of formats and
vehicles, including oral, written, and on-line vehicles and through events;
provided that Continuous IT Information Services shall not include
consulting services intended to address specific problems or issues of
specific clients.
(b) the "Non-Competition Period" shall mean (i) the period for which you
are employed by the Company or a subsidiary thereof, and (ii) so long
thereafter as the Company continues to pay to you compensation of at least
$120,000 per year (whether as an employee, a consultant or in the form of
severance or post-employment benefits, but excluding dividends, interest or
other income or gains attributable to your investment in the Company or
upon the exercise of stock options).
3. You acknowledge that the type and period of restriction imposed
pursuant to this letter agreement are fair and reasonable and are reasonably
required for the protection of the Company and the goodwill, trade secrets,
proprietary information and other intangible assets associated with the business
of the Company. The parties desire that the restirctions be reasonable both now
and at any time they are sought to be enforced, and accordingly agree that if
any restriction set forth in this agreement is found by any court of competent
jurisdiction to be unenforceable because it extends for too long a period of
time or over too great a range of activities or in too broad a geographic area,
it shall be interpreted to extend only over the maximum period of time, range of
activities or geographic area as to which it may be enforceable. You agree that
any remedy available to the Company at law for the breach of this agreement may
be inadequate and therefore, in the event of any such breach, in addition to
such other remedies which may be available, the Company shall have the right to
seek specific performance and injunctive relief.
4. This letter agreement will be construed and enforced in accordance with
and governed by the law of the State of Massachusetts.
Very truly yours,
GIGA INFORMATION GROUP, INC.
By: /s/ Xxxxxxx X. Xxxxxxx
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Name: Xxxxxxx Xxxxxxx
Title: Vice President-Finance
ACCEPTED AND AGREED
/s/ Xxxxxx Xxxxxxx
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Xxxxxx Xxxxxxx
