Form of Noncompete Agreement

NONCOMPETE AND TERMINATION AGREEMENT


THIS AGREEMENT (the "Agreement"), made and entered into this day of 19 , by and between JOHN H. HARLAND COMPANY (the "Company") and ("Employee");


In consideration of the mutual promises and agreements contained herein, the parties hereto, intending to be legally bound, hereby agree as follows:


Section 1. Noncompetition Undertakings.


1.1 Acknowledgement of Access to Confidential Matters. Employee and the Company recognize and acknowledge that as a result of his employment with the Company:


(a) Employee has had and will continue to have access to technology utilized by the Company and its subsidiaries (collectively, the "Company") in connection with their operations, which, technology is unique to the Company, including production operating systems, order entry systems, conveyor systems, quality control practices and other technology developed by the Company for its various products and systems.


(b) Employee has had and will continue to have access to and knowledge of all financial statements and related data for the Company, including pricing, sales and training manuals, and other confidential materials utilized by the Company; complete and detailed knowledge of all the products of the Company and their capacities and specifications; and knowledge of all of the systems and procedures of the Company with regard to selling, pricing, and financing its products.


(c) Employee has had and will continue to have specific knowledge regarding the Company's customers, including their specific needs and current and anticipated requirements for the Company's products.


1.2 Potential Injury to Company. Employee further recognizes, acknowledges and agrees that the confidential information and trade secrets specified herein constitute valuable, special and unique assets of the Company and that the improper use or disclosure thereof would cause substantial loss of competitive advantage and other injury to the Company. Employee further agrees that the training and experience gained while employed by the Company and the knowledge acquired during such employment regarding the aforesaid information would enable him to injure and cause substantial harm to the Company if he should compete with the Company in its business before the expiration of a reasonable time after termination of his employment with the Company.


1.3 Noncompetition. For the reasons recited in subsections 1.1 and 1.2 above and except as set forth below, Employee covenants and agrees that so long as he is an employee of the Company and for a period of two (2) years after termination of such employment, whether by Employee or by the Company, Employee will not serve as an officer, executive, employee in a managerial capacity, partner, consultant or stockholder (other than as a stockholder of the Company) of any entity engaged in competition with the Company in the continental United States, Puerto Rico or the Virgin Islands. The agreements of Employee contained herein shall not prevent him from purchasing or owning an investment of not more than 1% of the outstanding capital stock of a publicly held company engaged in competition with the Company, so long as his only relationship with such company is as an investor.


The covenant not to compete set forth in this subsection 1.3 shall not apply to Employee in the event his employment with the Company is terminated pursuant to either Section 3.1 or Section 3.2 hereof.


The covenants on the part of Employee contained in this Section 1.3, and in Sections 1.4 and Section 1.5 hereof, shall be construed as agreements independent of any other provision in this Agreement, and the existence of any claim or cause of action of Employee against the Company, whether predicated on this Agreement or otherwise, shall not constitute a defense to the enforcement by the Company of said covenants.


1.4 Nondisclosure. Employee further covenants and agrees that neither during his employment by the Company nor after termination of such employment, whether by Employee or by the Company, will he, for any reason or in any manner whatsoever:


(a) disclose any trade secrets belonging to the Company, or ...