Confidentiality and Competition. (a) In consideration of the substantial benefits to be provided hereunder to the Employee by the Company, and in recognition of the fact that the Employee shall occupy a position of trust and confidence with the Company, Employee acknowledges that Employee has acquired and hereafter will acquire valuable and confidential information of a special and unique nature relating to such matters as the Company's trade secrets, systems, procedures, manuals, confidential reports, employee rosters, client lists, software systems, products, business and financial methods and practices, plans, pricing, selling techniques, and special processes involved in designing, assembling and operating computer programs and the application there of to hospital utilization review and other related electronic data processing information respecting the Company's present and prospective clients, and the particular business requirements of the Company's present and prospective clients, including the methods used and preferred by the Company's clients and fees paid by such clients. In addition, Employee has developed and may develop further on behalf of the Company a personal acquaintance of the Company's clients and prospective clients, which acquaintance may constitute the Company's only contact with such clients. As a consequence thereof, Employee has occupied and will occupy a position of trust and confidence with respect to the affairs of the Company, its products and services. In view of the foregoing and in consideration of the remuneration to be paid to Employee hereunder, Employee acknowledges and agrees that it is reasonable and necessary for the protection of the goodwill and business of the Company that he make the covenants contained in this Paragraph 10 regarding his conduct during and subsequent to his employment by the Company and that the Company will suffer irreparable injury if Employee engaged in any conduct prohibited thereby. Employee represents Employee's experience and/or abilities are such that the observance of the aforementioned covenants will not cause the Employee any undue hardship, nor will it unreasonably interfere with Employee's ability to earn a livelihood. Employee and the Company further agree that the covenants contained in this Paragraph 10 shall each be construed as a separate agreement independent of any other provisions of this Agreement, and the existence of any claim or cause of action by Employee against the Company, whether predicated on this Agreement or otherwise, shall not constitute a defense to the enforcement by the Company of any of these covenants. (b) Employee, while in the employ of the Company or at any time thereafter, will not, without the express written consent of the Company, directly or indirectly communicate or divulge, or use for the benefit of Employee or of any other person, firm, association or corporation, any of the Company's trade secrets or other confidential information, including, solely by way of illustration, the matters mentioned in Subparagraph (a) of this Paragraph 10, which trade secrets and confidential information were or will be communicated to or otherwise learned or acquired by Employee in the course of Employee's employment with the Company, except the Employee may disclose such matters to the extent that disclosure thereof is required (a) by a court or other governmental agency of competent jurisdiction. During the term of this employment with the Company, Employee will not contact, with a view towards selling any product or service competitive with any product or service sold or proposed to be sold by the Company, any person, firm, association or corporation (i) to which the Company provided its services or (ii) which Employee solicited, contacted or otherwise dealt with on behalf of the Company. During the term of his employment by the Company, Employee will not directly or indirectly make any such contact, either for the benefit of Employee or on behalf of any other person, firm, association or corporation to make any such contact. During the term of Employee's employment by the Company, Employee will not directly or indirectly have any interest in any corporation, firm or business (other than the Company) which is engaged in a business in any area of the world in which the Company engages in such business, whether as any employee, director, officer, consultant, creditor, security holder or otherwise (except that he may own up to 2% of the shares of stock of any such corporation whose stock is listed on a national securities exchange or is traded on the over-the-counter market). Employee and the Company acknowledge that the Company presently conducts business in several jurisdictions within the United States. (c) Upon the voluntary or involuntary termination of employment during the term hereof for any reason whatsoever, Employee agrees that, for the period of one year from the date thereof, Employee will not directly or indirectly have any interest or involvement in any corporation, firm, or business (other than the Company) which is or becomes involved in any business activity of the Company as presently conducted or as hereafter conducted during the employment term, whether such interest or involvement is as an employee, director, officer, consultant, creditor, security holder or otherwise (except that he may own up to 2% of the shares of stock of any such corporation whose stock is listed on a national securities exchange or is traded on the over-the-counter market). In addition, for such period the Employee shall not, directly or indirectly, for the purpose of engaging in any activity of the Company, as presently conducted or as hereafter conducted during the employment term, call upon, solicit, divert, take away, contact, approach or deal with any person who is client or employee of the Company during the employment term in order to obtain utilization review business from such person or to cause such person to terminate his employment with the Company, as the case may be. Notwithstanding anything herein to the contrary, the Company and the Employee agree that the Employee shall be permitted to become an officer, employee, director or consultant with any insurance carrier, consulting firm or other entity which is engaged in health care consulting or health care data processing, provided that such business does not provide for utilization review, and that he shall be further entitled to be employed by any professional standards review orgarzation, professional review organization, state medical society, foundation for medical care or multi-sited company whose principal business is not health care. (d) In the event of a breach or threatened or intended breach of this Agreement and the foregoing covenants by the Employee, Employee and the Company agree that the Company shall be entitled to the following particular forms of relief, in addition to remedies otherwise available to it a law or in equity: (i) In the event Employee breaches or threatens to breach any provision of this Paragraph 10, Company shall be entitled to injunctions, both preliminary and permanent, enjoining or restraining such breach or threatened or intended breach, and Employee hereby consents to the issuance thereof forthwith by any court of compentent jurisdiction; (ii) In the event Employee breaches any provision of this Paragraph 10, ascertainment of the exact amount of the Company's damages is acknowledged to be difficult, if not impossible, and therefore the parties hereto fix, as liquidated damages to be paid by the Employee to the Company upon the account of any such breach and not as a penalty, the aggregate consideration received for the provision of services or introduction of competitive activities arising as a result of such breach.
Appears in 1 contract
Confidentiality and Competition. (a) a. In consideration of the substantial benefits to be provided hereunder to the Employee by the Company, and in recognition of the fact that the Employee shall occupy occupies a position of trust and confidence with the Company, the Employee acknowledges that Employee he has provided, created and acquired and hereafter will provide, create and acquire valuable and confidential information of a special and unique nature relating to such matters as the Company's trade secrets, systems, procedures, manuals, confidential reports, employee rosters, client lists, software systems, products, business and financial methods and practices, plans, pricing, selling techniques, special methods and special processes involved in designing, assembling and operating computer programs previously and currently used by the Company and the application there of thereof to hospital utilization review managed care programs and other related electronic data processing information respecting the Company's present existing businesses and prospective services and those developed during the term of this Agreement, as well as credit and financial data relative to the Company and its clients, and the particular business requirements of the Company's present and prospective clients, including the methods used and preferred by the Company's clients and fees paid by such clients. In addition, the Employee has developed and may further develop further on behalf of the Company a personal acquaintance of with the Company's clients and prospective clients, which acquaintance acquaintances may constitute the Company's only contact with such clients. As For purposes of this Paragraph 8, the term "Company" shall mean First Health Group Corp. and each company which is a consequence thereof, Employee has occupied subsidiary thereof and will occupy a position any partnership or joint venture in which the Company or any such subsidiary owns an equity interest at any time during the term of trust and confidence with respect to the affairs of the Company, its products and servicesthis Agreement. In view of the foregoing and in consideration of the remuneration to be paid to the Employee hereunder, the Employee acknowledges and agrees that it is reasonable and necessary for the protection of the goodwill and business of the Company that he make the covenants contained in this Paragraph 10 herein regarding his conduct during and subsequent to his employment by the Company and that the Company will suffer irreparable injury if the Employee engaged were to engage in any conduct prohibited therebyhereby. The Employee represents Employee's that his experience and/or abilities are such that the observance of the aforementioned covenants will not cause the Employee any undue hardship, nor will it unreasonably interfere with the Employee's ability to earn a livelihood. The Employee and the Company further agree that the covenants contained in this Paragraph 10 8 shall each be construed as a separate agreement independent of any other provisions of this Agreement, and that the existence of any claim or cause of action by the Employee against the Company, whether predicated on this Agreement or otherwise, shall not constitute a defense to the enforcement by the Company of any of these covenants.
(b) Employee; provided, while however, that the covenants contained in the employ of this Paragraph 8 shall not be enforceable by the Company or at during any time thereafter, will not, without the express written consent of the Company, directly or indirectly communicate or divulge, or use for the benefit of Employee or of any other person, firm, association or corporation, any of the Company's trade secrets or other confidential information, including, solely by way of illustration, the matters mentioned in Subparagraph (a) of this Paragraph 10, which trade secrets and confidential information were or will be communicated to or otherwise learned or acquired by Employee in the course of Employee's employment with the Company, except the Employee may disclose such matters to the extent that disclosure thereof is required (a) by a court or other governmental agency of competent jurisdiction. During the term of this employment with the Company, Employee will not contact, with a view towards selling any product or service competitive with any product or service sold or proposed to be sold by the Company, any person, firm, association or corporation (i) to which the Company provided its services or (ii) which Employee solicited, contacted or otherwise dealt with on behalf of the Company. During the term of his employment by the Company, Employee will not directly or indirectly make any such contact, either for the benefit of Employee or on behalf of any other person, firm, association or corporation to make any such contact. During the term of Employee's employment by the Company, Employee will not directly or indirectly have any interest in any corporation, firm or business (other than the Company) which is engaged in a business in any area of the world period in which the Company engages in such business, whether as any employee, director, officer, consultant, creditor, security holder or otherwise (except that he may own up has wrongfully failed to 2% of the shares of stock of any such corporation whose stock is listed on make a national securities exchange or is traded on the over-the-counter market)required payment under Paragraph 4a hereof. Employee and the Company acknowledge that the Company presently conducts business in several jurisdictions within the United States.
(c) Upon the voluntary or involuntary termination of employment during the term hereof for any reason whatsoever, Employee agrees that, for the period of one year from the date thereof, Employee will not directly or indirectly have any interest or involvement in any corporation, firm, or business (other than the Company) which is or becomes involved in any business activity of the Company as presently conducted or as hereafter conducted during the employment term, whether such interest or involvement is as an employee, director, officer, consultant, creditor, security holder or otherwise (except that he may own up to 2% of the shares of stock of any such corporation whose stock is listed on a national securities exchange or is traded on the over-the-counter market). In addition, for such period the Employee shall not, directly or indirectly, for the purpose of engaging in any activity of the Company, as presently conducted or as hereafter conducted during the employment term, call upon, solicit, divert, take away, contact, approach or deal with any person who is client or employee of the Company during the employment term in order to obtain utilization review business from such person or to cause such person to terminate his employment with the Company, as the case may be. Notwithstanding anything herein to the contrary, the Company and the Employee agree that the Employee shall be permitted to become an officer, employee, director or consultant with any insurance carrier, consulting firm or other entity which is engaged in health care consulting or health care data processing, provided that such business does not provide for utilization review, and that he shall be further entitled to be employed by any professional standards review orgarzation, professional review organization, state medical society, foundation for medical care or multi-sited company whose principal business is not health care.
(d) In the event a court of a breach or threatened or intended breach of this Agreement and the foregoing covenants by the Employee, Employee and the Company agree competent jurisdiction determines that the Company shall be entitled to the following particular forms of relief, in addition to remedies otherwise available to it a law or in equity:
(i) In the event Employee breaches or threatens to breach any provision of this Paragraph 108 is unreasonable as to duration, Company shall substantive extent or geographic scope, the provision will nonetheless be entitled to injunctions, both preliminary and permanent, enjoining or restraining such breach or threatened or intended breach, and Employee hereby consents enforced to the issuance thereof forthwith by any court of compentent jurisdiction;
(ii) In the event Employee breaches any provision of this Paragraph 10, ascertainment of the exact amount of the Company's damages is acknowledged to be difficult, if not impossible, and therefore the parties hereto fix, as liquidated damages to be paid by the Employee to the Company upon the account of any such breach and not as a penalty, the aggregate consideration received for the provision of services or introduction of competitive activities arising as a result of such breachfullest extent reasonable.
Appears in 1 contract
Confidentiality and Competition. (a) In consideration of the substantial benefits to be provided hereunder to the Employee by the Company, and in recognition of the fact that the Employee shall occupy a position of trust and confidence with the Company, Employee acknowledges that Employee has acquired and hereafter will acquire valuable and confidential information of a special and unique nature relating to such matters as the Company's trade secrets, systems, procedures, manuals, confidential reports, employee rosters, client lists, software systems, products, business and financial methods and practices, plans, pricingpricings, selling techniques, techniques and special processes involved in designing, assembling and operating computer programs and the application there of to hospital utilization review and other related electronic data processing information respecting the Company's present and prospective clients, and the particular business requirements of the Company's present and prospective clients, including the methods used and preferred by the Company's clients and fees paid by such clients. In addition, Employee has developed and may develop further on behalf of the Company a personal acquaintance of the Company's clients and prospective clients, which acquaintance may constitute the Company's only contact with such clients. As a consequence thereof, Employee has occupied and will occupy a position of trust and confidence with respect to the affairs of the Company, its products and services. In view of the foregoing and in consideration of the remuneration to be paid to Employee hereunder, Employee acknowledges and agrees that it is reasonable and necessary for the protection of the goodwill and business of the Company that he make the covenants contained in this Paragraph 10 regarding his conduct during and subsequent to his employment by the Company and that the Company will suffer irreparable injury if Employee engaged in any conduct prohibited thereby. Employee represents Employee's experience and/or abilities are such that the observance of the aforementioned covenants will not cause the Employee any undue hardshiphardships, nor will it unreasonably interfere with EmployeeEmployees's ability to earn a livelihood. Employee and the Company further agree that the covenants contained in this Paragraph 10 shall each be construed as a separate agreement independent of any other provisions of this Agreement, and the existence of any claim or cause of action by Employee against the Company, 's whether predicated on this Agreement or otherwise, shall not constitute a defense to the enforcement by the Company of any of these covenants.
(b) Employee, while in the employ of the Company or at any time thereafter, will not, without the express written consent of the Company, directly or indirectly communicate or divulge, or use for the benefit of Employee or of any other person, firm, association or corporation, any of the Company's trade secrets or other confidential information, including, solely by way of illustration, the matters mentioned in Subparagraph (a) of this Paragraph 10, which trade secrets and confidential information were or will be communicated to or otherwise learned or acquired by Employee in the course of Employee's employment with the Company, except the Employee may disclose such matters to the extent that disclosure thereof is required (a) by a court or other governmental agency of competent jurisdiction. During the term of this employment with the Company, Employee will not contact, with a view towards selling any product or service competitive with any product or service sold or proposed to be sold by the Company, any person, firm, association or corporation (i) to which the Company provided its services services, or (ii) which Employee solicited, solicited contacted or otherwise dealt with on behalf of the Company. During the term of his employment by the Company, Employee will not directly or indirectly make any such contact, either for the benefit of Employee or on behalf of any other person, firm, association or corporation to make any such contact. During the term of Employee's employment by the Company, Employee will not directly or indirectly have any interest in any corporation, firm or business (other than the Company) which is engaged in a business in any area of the world in which the Company engages in such business, whether as any employee, director, officer, consultant, creditor, security holder or otherwise (except that he may own up to 2% of the shares of stock of any such corporation whose stock is listed on a national securities exchange or is traded on the over-the-counter market). Employee and the Company acknowledge that the Company presently conducts business in several jurisdictions within the United States.
(c) Upon the voluntary or involuntary termination of employment during the term hereof for any reason whatsoever, Employee agrees that, for the period of one year from the date thereof, Employee will not directly or indirectly have any interest or involvement in any corporation, firm, or business (other than the Company) which is or becomes involved in any business activity of the Company as presently conducted or as hereafter conducted during the employment term, whether such interest or involvement is as an employee, director, officer, consultant, creditor, security holder or otherwise (except that he may own up to 2% of the shares of stock of any such corporation whose stock is listed on a national securities exchange or is traded on the over-the-counter market). In addition, for such period the Employee shall not, directly or indirectly, for the purpose of engaging in any activity of the Company, as presently conducted or as hereafter conducted during the employment term, call upon, solicit, divert, take away, contact, approach or deal with any person who is client or employee of the Company during the employment term in order to obtain utilization review business from such person or to cause such person to terminate his employment with the Company, as the case may be. Notwithstanding anything herein to the contrary, the Company and the Employee agree that the Employee shall be permitted to become an officer, employee, director or consultant with any insurance carrier, consulting firm or other entity which is engaged in health care consulting or health care data processing, provided that such business does not provide for utilization review, and that he shall be further entitled to be employed by any professional standards review orgarzation, professional review organization, state medical society, foundation for medical care or multi-sited company whose principal business is not health care.
(d) In the event of a breach or threatened or intended breach of this Agreement and the foregoing covenants by the Employee, Employee and the Company agree that the Company shall be entitled to the following particular forms of relief, in addition to remedies otherwise available to it a at law or in equity:
(i) In the event Employee breaches or threatens to breach any provision of this Paragraph 10, Company shall be entitled to injunctions, both preliminary and permanent, enjoining or restraining such breach or threatened or intended breach, and Employee hereby consents to the issuance thereof forthwith by any court of compentent competent jurisdiction;
(ii) In the event Employee breaches any provision of this Paragraph 10, ascertainment of the exact amount of the Company's damages is acknowledged to be difficult, if not impossible, and therefore the parties hereto fix, as liquidated damages to be paid by the Employee to the Company upon the account of any such breach and not as a penalty, the aggregate consideration received for the provision of services or introduction of competitive activities arising as a result of such breach.
Appears in 1 contract
Confidentiality and Competition. (a) a. In consideration of the substantial benefits to be provided hereunder to the Employee by the Company, and in recognition of the fact that the Employee shall occupy occupies a position of trust and confidence with the Company, the Employee acknowledges that Employee he has provided, created and acquired and hereafter will provide, create and acquire valuable and confidential information of a special and unique nature relating to such matters as the Company's trade secrets, systems, procedures, manuals, confidential reports, employee rosters, client lists, software systems, products, business and financial methods and practices, plans, pricing, selling techniques, special methods and special processes involved in designing, assembling and operating computer programs previously and currently used by the Company and the application there of thereof to hospital utilization review managed care programs and other related electronic data processing information respecting the Company's present existing businesses and prospective services and those developed during the term of this Agreement, as well as credit and financial data relative to the Company and its clients, and the particular business requirements of the Company's present and prospective clients, including the methods used and preferred by the Company's clients and fees paid by such clients. In addition, the Employee has developed and may further develop further on behalf of the Company a personal acquaintance of with the Company's clients and prospective clients, which acquaintance acquaintances may constitute the Company's only contact with such clients. As For purposes of this Paragraph 8, the term "Company" shall mean HealthCare COMPARE Corp. and each company which is a consequence thereof, Employee has occupied subsidiary thereof and will occupy a position any partnership or joint venture in which the Company or any such subsidiary owns an equity interest at any time during the term of trust and confidence with respect to the affairs of the Company, its products and servicesthis Agreement. In view of the foregoing and in consideration of the remuneration to be paid to the Employee hereunder, the Employee acknowledges and agrees that it is reasonable and necessary for the protection of the goodwill and business of the Company that he make the covenants contained in this Paragraph 10 herein regarding his conduct during and subsequent to his employment by the Company company and that the Company will suffer irreparable injury if the Employee engaged were to engage in any conduct prohibited therebyhereby. The Employee represents Employee's that his experience and/or abilities are such that the observance of the aforementioned covenants will not cause the Employee any undue hardship, nor will it unreasonably interfere with the Employee's ability to earn a livelihood. The Employee and the Company further agree that the covenants contained in this Paragraph 10 8 shall each be construed as a separate agreement independent of any other provisions of this Agreement, and that the existence of any claim or cause of action by the Employee against the Company, whether predicated on this Agreement or otherwise, shall not constitute a defense to the enforcement by the Company of any of these covenants.
(b) Employee; provided, while however, that the covenants contained in the employ of this Paragraph 8 shall not be enforceable by the Company or at during any time thereafter, will not, without the express written consent of the Company, directly or indirectly communicate or divulge, or use for the benefit of Employee or of any other person, firm, association or corporation, any of the Company's trade secrets or other confidential information, including, solely by way of illustration, the matters mentioned in Subparagraph (a) of this Paragraph 10, which trade secrets and confidential information were or will be communicated to or otherwise learned or acquired by Employee in the course of Employee's employment with the Company, except the Employee may disclose such matters to the extent that disclosure thereof is required (a) by a court or other governmental agency of competent jurisdiction. During the term of this employment with the Company, Employee will not contact, with a view towards selling any product or service competitive with any product or service sold or proposed to be sold by the Company, any person, firm, association or corporation (i) to which the Company provided its services or (ii) which Employee solicited, contacted or otherwise dealt with on behalf of the Company. During the term of his employment by the Company, Employee will not directly or indirectly make any such contact, either for the benefit of Employee or on behalf of any other person, firm, association or corporation to make any such contact. During the term of Employee's employment by the Company, Employee will not directly or indirectly have any interest in any corporation, firm or business (other than the Company) which is engaged in a business in any area of the world period in which the Company engages in such business, whether as any employee, director, officer, consultant, creditor, security holder or otherwise (except that he may own up has wrongfully failed to 2% of the shares of stock of any such corporation whose stock is listed on make a national securities exchange or is traded on the over-the-counter market)required payment under Paragraph 4a hereof. Employee and the Company acknowledge that the Company presently conducts business in several jurisdictions within the United States.
(c) Upon the voluntary or involuntary termination of employment during the term hereof for any reason whatsoever, Employee agrees that, for the period of one year from the date thereof, Employee will not directly or indirectly have any interest or involvement in any corporation, firm, or business (other than the Company) which is or becomes involved in any business activity of the Company as presently conducted or as hereafter conducted during the employment term, whether such interest or involvement is as an employee, director, officer, consultant, creditor, security holder or otherwise (except that he may own up to 2% of the shares of stock of any such corporation whose stock is listed on a national securities exchange or is traded on the over-the-counter market). In addition, for such period the Employee shall not, directly or indirectly, for the purpose of engaging in any activity of the Company, as presently conducted or as hereafter conducted during the employment term, call upon, solicit, divert, take away, contact, approach or deal with any person who is client or employee of the Company during the employment term in order to obtain utilization review business from such person or to cause such person to terminate his employment with the Company, as the case may be. Notwithstanding anything herein to the contrary, the Company and the Employee agree that the Employee shall be permitted to become an officer, employee, director or consultant with any insurance carrier, consulting firm or other entity which is engaged in health care consulting or health care data processing, provided that such business does not provide for utilization review, and that he shall be further entitled to be employed by any professional standards review orgarzation, professional review organization, state medical society, foundation for medical care or multi-sited company whose principal business is not health care.
(d) In the event a court of a breach or threatened or intended breach of this Agreement and the foregoing covenants by the Employee, Employee and the Company agree competent jurisdiction determines that the Company shall be entitled to the following particular forms of relief, in addition to remedies otherwise available to it a law or in equity:
(i) In the event Employee breaches or threatens to breach any ny provision of this Paragraph 108 is unreasonable as to duration, Company shall substantive extent or geographic scope, the provision will nonetheless be entitled to injunctions, both preliminary and permanent, enjoining or restraining such breach or threatened or intended breach, and Employee hereby consents enforced to the issuance thereof forthwith by any court of compentent jurisdiction;
(ii) In the event Employee breaches any provision of this Paragraph 10, ascertainment of the exact amount of the Company's damages is acknowledged to be difficult, if not impossible, and therefore the parties hereto fix, as liquidated damages to be paid by the Employee to the Company upon the account of any such breach and not as a penalty, the aggregate consideration received for the provision of services or introduction of competitive activities arising as a result of such breachfullest extent reasonable.
Appears in 1 contract
Confidentiality and Competition. (a) a. In consideration of the substantial benefits to be provided hereunder to the Employee by the Company, and in recognition of the fact that the Employee shall occupy occupies a position of trust and confidence with the Company, the Employee acknowledges that Employee he has provided, created and acquired and hereafter will provide, create and acquire valuable and confidential information of a special and unique nature relating to such matters as the Company's trade secrets, systems, procedures, manuals, confidential reports, employee rosters, client lists, software systems, products, business and financial methods and practices, plans, pricing, selling techniques, special methods and special processes involved in designing, assembling and operating computer programs previously and currently used by the Company and the application there of thereof to hospital utilization review managed care programs and other related electronic data processing information respecting the Company's present existing businesses and prospective services and those developed during the term of this Agreement, as well as credit and financial data relative to the Company and its clients, and the particular business requirements of the Company's present and prospective clients, including the methods used and preferred by the Company's clients and fees paid by such clients. In addition, the Employee has developed and may further develop further on behalf of the Company a personal acquaintance of with the Company's clients and prospective clients, which acquaintance acquaintances may constitute the Company's only contact with such clients. As For purposes of this Paragraph 8, the term "Company" shall mean First Health Group Corp. and each company which is a consequence thereof, Employee has occupied subsidiary thereof and will occupy a position any partnership or joint venture in which the Company or any such subsidiary owns an equity interest at any time during the term of trust and confidence with respect to the affairs of the Company, its products and servicesthis Agreement. In view of the foregoing and in consideration of the remuneration to be paid to the Employee hereunder, the Employee acknowledges and agrees that it is reasonable and necessary for the protection of the goodwill and business of the Company that he make the covenants contained in this Paragraph 10 herein regarding his conduct during and subsequent to his employment by the Company and that the Company will suffer irreparable injury if the Employee engaged were to engage in any conduct prohibited therebyhereby. The Employee represents Employee's that his experience and/or abilities are such that the observance of the aforementioned covenants will not cause the Employee any undue hardship, nor will it unreasonably interfere with the Employee's ability to earn a livelihood. The Employee and the Company further agree that the covenants contained in this Paragraph 10 8 shall each be construed as a separate agreement independent of any other provisions of this Agreement, and that the existence of any claim or cause of action by the Employee against the Company, whether predicated on this Agreement or otherwise, shall not constitute a defense to the enforcement by the Company of any of these covenants.
(b) Employee, while in the employ of the Company or at any time thereafter, will not, without the express written consent of the Company, directly or indirectly communicate or divulge, or use for the benefit of Employee or of any other person, firm, association or corporation, any of the Company's trade secrets or other confidential information, including, solely by way of illustration, the matters mentioned in Subparagraph (a) of this Paragraph 10, which trade secrets and confidential information were or will be communicated to or otherwise learned or acquired by Employee in the course of Employee's employment with the Company, except the Employee may disclose such matters to the extent that disclosure thereof is required (a) by a court or other governmental agency of competent jurisdiction. During the term of this employment with the Company, Employee will not contact, with a view towards selling any product or service competitive with any product or service sold or proposed to be sold by the Company, any person, firm, association or corporation (i) to which the Company provided its services or (ii) which Employee solicited, contacted or otherwise dealt with on behalf of the Company. During the term of his employment by the Company, Employee will not directly or indirectly make any such contact, either for the benefit of Employee or on behalf of any other person, firm, association or corporation to make any such contact. During the term of Employee's employment by the Company, Employee will not directly or indirectly have any interest in any corporation, firm or business (other than the Company) which is engaged in a business in any area of the world in which the Company engages in such business, whether as any employee, director, officer, consultant, creditor, security holder or otherwise (except that he may own up to 2% of the shares of stock of any such corporation whose stock is listed on a national securities exchange or is traded on the over-the-counter market). Employee and the Company acknowledge that the Company presently conducts business in several jurisdictions within the United States.
(c) Upon the voluntary or involuntary termination of employment during the term hereof for any reason whatsoever, Employee agrees that, for the period of one year from the date thereof, Employee will not directly or indirectly have any interest or involvement in any corporation, firm, or business (other than the Company) which is or becomes involved in any business activity of the Company as presently conducted or as hereafter conducted during the employment term, whether such interest or involvement is as an employee, director, officer, consultant, creditor, security holder or otherwise (except that he may own up to 2% of the shares of stock of any such corporation whose stock is listed on a national securities exchange or is traded on the over-the-counter market). In addition, for such period the Employee shall not, directly or indirectly, for the purpose of engaging in any activity of the Company, as presently conducted or as hereafter conducted during the employment term, call upon, solicit, divert, take away, contact, approach or deal with any person who is client or employee of the Company during the employment term in order to obtain utilization review business from such person or to cause such person to terminate his employment with the Company, as the case may be. Notwithstanding anything herein to the contrary, the Company and the Employee agree that the Employee shall be permitted to become an officer, employee, director or consultant with any insurance carrier, consulting firm or other entity which is engaged in health care consulting or health care data processing, provided that such business does not provide for utilization review, and that he shall be further entitled to be employed by any professional standards review orgarzation, professional review organization, state medical society, foundation for medical care or multi-sited company whose principal business is not health care.
(d) In the event a court of a breach or threatened or intended breach of this Agreement and the foregoing covenants by the Employee, Employee and the Company agree competent jurisdiction determines that the Company shall be entitled to the following particular forms of relief, in addition to remedies otherwise available to it a law or in equity:
(i) In the event Employee breaches or threatens to breach any provision of this Paragraph 108 is unreasonable as to duration, Company shall substantive extent or geographic scope, the provision will nonetheless be entitled to injunctions, both preliminary and permanent, enjoining or restraining such breach or threatened or intended breach, and Employee hereby consents enforced to the issuance thereof forthwith by any court of compentent jurisdiction;
(ii) In the event Employee breaches any provision of this Paragraph 10, ascertainment of the exact amount of the Company's damages is acknowledged to be difficult, if not impossible, and therefore the parties hereto fix, as liquidated damages to be paid by the Employee to the Company upon the account of any such breach and not as a penalty, the aggregate consideration received for the provision of services or introduction of competitive activities arising as a result of such breachfullest extent reasonable.
Appears in 1 contract
