Noncompete And Termination Agreement

NONCOMPETE AND TERMINATION AGREEMENT


This Noncompete and Termination Agreement (the "Agreement") is dated and entered into as of January 1, 2002, between JOHN H. HARLAND COMPANY (the "Company") and Timothy C. Tuff ("Employee").


In consideration of the mutual promises and agreements contained herein, as well as the promises and agreements contained in the January __, 2002 letter agreement between the parties (to which this Agreement is attached as an exhibit), the parties, intending to be legally bound, hereby agree as follows:


Section 1 . Restrictive Covenants. - ------------------ ---------------------


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


(a) Employee has had access to, 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, quality control practices, decision support, database
marketing and other technology developed by the Company for its various
products and systems.


(b) Employee will 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 and services.


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


1.2 Potential Injury to Company.
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Employee recognizes, acknowledges and agrees that the Company's Confidential Information and Trade Secrets (as defined below), including those specified in Section 1.1, 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 his employment with the Company 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.
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For the reasons recited in Sections 1.1 and 1.2 above, Employee covenants and agrees that, during the term of his employment with the Company and for a period of three (3) years after the termination of such employment, Employee will not, within the continental United States, serve as an officer, executive, managerial employee, partner, or consultant of any entity engaged in the Restricted Businesses (as defined below). 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 the Restricted Businesses, so long as his only relationship with such company is as a passive investor and he has no responsibility for the management of the company. For purposes of this Agreement, the term "Restricted Businesses" shall mean the printing, marketing and selling of financial and business documents, including checks, financial documents and forms, magnetic ink character recognition ("MICR") documents, and similar printed business documents; the development, marketing, and selling of database marketing software, loan and deposit origination and compliance software, marketing customer information file ("MCIF") software, host processing software, and mortgage software applications; and the development, marketing, and selling of information management products and services, including optical mark reading equipment, scannable forms, survey solutions, and field maintenance services.


The covenants on the part of Employee contained in Sections 1.3 through 1.8 of this Agreement shall be construed as agreements independent of each other and of any other provisions of this Agreement, and the existence of any claim or cause of action Employee may have 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 Nonsolicitation of Customers.
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Employee covenants and agrees that he will not, during the term of his employment with the Company and for a period of two (2) years thereafter, either directly or indirectly, on Employee's own behalf or in the service of or on behalf of others, solicit, directly or indirectly, any business related to the Restricted Businesses from any of the Company's customers, including actively sought prospective customers, with whom Employee had material contact during the last twelve (12) months of Employee's employment by the Company or about whom Employee obtained Confidential Information or Trade Secrets during the course of his employment with the Company. "Material contact" as that term is used herein exists if interaction took place between Employee and such person or entity in an effort to further the business of the Company.


1.5 Nonsolicitation of Employees.
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Employee covenants and agrees that he will not, during the term of his employment with the Company and for a period of two (2) years thereafter, directly or indirectly solicit, entice, encourage or persuade any employee of the Company to leave the services of the Company for any reason.


1.6 Nondisclosure of Trade Secrets.
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Employee covenants and agrees that he will not, without the prior written consent of the Company, during Employee's employment with the Company and for so long thereafter as the information or data remain Trade Secrets, use or disclose, or permit any unauthorized person to use, disclose, or gain access to any Trade Secrets of the Company. For purposes of this Agreement, the term "Trade Secret" means information including, but not limited to, any technical or nontechnical data, formula, pattern, compilation, program, device, method, technique, drawing, process, financial data, financial plan, product plan, list of actual or potential customers or suppliers or other information similar to any of the foregoing, which (i) derives economic value, actual or potential, from not being generally known to, and not being readily ascertainable by proper means by, other persons who can derive economic value from its disclosure or use and (ii) is the subject of efforts that are reasonable under the circumstances to maintain its secrecy.


1.7 Nondisclosure of Confidential Information.
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Employee covenants and agrees that he will not, without the prior written consent of the Company, during Employee's employment with the Company and for a period of two years thereafter, use or disclose, or permit any unauthorized person to use, disclose or gain access to, any Confidential Information to which the Employee obtained access by virtue of Employee's employment with the Company. For purposes of this Agreement, the term "Confidential Information" means the whole or any portion or phrase of any data or information, other than Trade Secrets, that is material to the Company and not generally known by the public. To the fullest extent consistent with the foregoing and otherwise lawful, Confidential Information shall include, without limitation, (i) the Company's sales records, profit and performance reports, pricing manuals, sales manuals, training manuals, selling and pricing procedures, and financing methods; (ii) the identities of the Company's customers, their special demands, and their current and anticipated requirements for the Company's products; (iii) the capabilities and specifications of the Company's products, product development, product formulas, functionality or application of products, and the sources of supply for raw materials used in production, packaging and shipping; (iv) the Company's business plans and financial statements and projections; and (v) the special products, programs and services the Company may offer or provide from time to time to its customers.


The parties acknowledge and agree that the restrictions stated in Sections 1.6 and 1.7 are in addition to and not in lieu of protections afforded to trade secrets and confidential information under applicable state law. Nothing in this Agreement is intended to or shall be interpreted as diminishing or otherwise limiting the Company's right under applicable state law to protect its trade secrets and confidential information.


1.8 Materials.
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Employee agrees that all files, memoranda, notes, records, price lists, customer lists, drawings, manuals or other documents, whether made or compiled by Employee or furnished to Employee from any source by virtue of Employee's employment with the Company, are the sole property of the Company. Upon the request of the Company and, in any event, within fiv ...