Common use of Employees and Independent Contractors Clause in Contracts

Employees and Independent Contractors. 3.15.1 Schedule 3.15 contains an accurate and complete list of all of the employees of CBH or NDTC involved in the Business (including any employee of CBH or NDTC involved in the Business who is on a leave of absence or on layoff status) and (i) their titles or responsibilities; (ii) their social security numbers and principal residence address; (iii) their dates of hire; (iv) their current salaries or wages and all bonuses, commissions and incentives paid at any time during the past twelve months; (v) their last compensation changes and the dates on which such changes were made; and (vi) any specific bonus, commission or incentive plans or agreements for or with them. 3.15.2 Schedule 3.15 also contains an accurate and complete list of all sales representatives, independent contractors engaged by CBH or NDTC with respect to the Business and (i) their tax identification numbers and state or country of residence; (ii) their payment arrangements; and (iii) a brief description of their jobs or projects currently in progress. 3.15.3 To the knowledge of the Companies and the Shareholder, except as limited by the specific and express terms of any employment Contracts listed on Schedule 3.15 and except for any limitations of general application which may be imposed under applicable employment Laws, and except as provided for in the severance policy attached as Schedule 3.15, CBH has the right to terminate the employment of each of its employees (and employees who were previously employed by NDTC and will be offered employment by CBH) at will and to terminate the engagement of any of its independent contractors without payment to such employee or independent contractor other than for services rendered through termination and without incurring any penalty or liability other than liability for severance pay in accordance with such company’s disclosed severance pay policy. 3.15.4 NDTC and CBH are, and have been, is in compliance in all material respects with all Laws relating to employment practices. The Companies have delivered to Buyer accurate and complete copies of all employee manuals and handbooks, disclosure materials, policy statements and other materials relating to the employment of the current and former employees of the Companies. 3.15.5 Neither Company has been a party to or bound by any union or collective bargaining Contract, nor is any such Contract currently in effect or being negotiated by or on behalf of either Company, nor has either Company been the target of a union organization drive. 3.15.6 Except as set forth on Schedule 3.15, since the incorporation date of CBH and NDTC, respectively, neither CBH nor NDTC has experienced any labor problem that was or is material to it. CBH’s relations with its employees and NDTC’s relations with employees who will be offered employment with CBH are currently on a good and normal basis. 3.15.7 To the knowledge of each Company and Shareholder: (i) no currently employed Identified Employee has received an offer to join a business that may be competitive with the Business; and (ii) no currently employed Identified Employee is a party to or is bound by any confidentiality agreement, non-competition agreement or other Contract (with any Person) that will have an adverse effect on (A) the performance by such Identified Employee of any of his duties or responsibilities as an employee of CBH, or (B) the Business as it is proposed to be conducted by CBH.

Employees and Independent Contractors. 3.15.1 Schedule 3.15 contains an accurate and complete list of all of the employees of CBH or NDTC involved in each of the Business AlphaCare Companies (by Entity) (including any employee of CBH or NDTC involved in the Business AlphaCare Companies who is on a leave of absence or on layoff status) and (i) their titles or responsibilities; (ii) their social security numbers and principal residence address; (iii) their dates of hire; (iv) their current salaries or wages and all bonuses, commissions and incentives paid at any time during the past twelve months; (v) their last compensation changes and the dates on which such changes were made; and (vi) any specific bonus, commission or incentive plans or agreements for or with them. 3.15.2 Schedule 3.15 also contains an accurate and complete list of all sales representatives, independent contractors and xxxxxx parents engaged by CBH or NDTC with respect to each of the Business AlphaCare Companies and (i) their tax identification numbers and state or country of residence; (ii) their payment arrangements; and (iii) a brief description of their jobs or projects currently in progress. 3.15.3 To the knowledge of the Companies and the Shareholder, except Except as limited by the specific and express terms of any employment Contracts listed on Schedule 3.15 and except for any limitations of general application which may be imposed under applicable employment Laws, and except as provided for in each of the severance policy attached as Schedule 3.15, CBH AlphaCare Companies has the right to terminate the employment of each of its employees (and employees who were previously employed by NDTC and will be offered employment by CBH) at will and to terminate the engagement of any of its independent contractors without payment to such employee or independent contractor other than for services rendered through termination and without incurring any penalty or liability other than liability for severance pay in accordance with such company’s disclosed severance pay policy. 3.15.4 NDTC and CBH are, and have been, Each of the AlphaCare Companies is in compliance in all material respects with all Laws relating to employment practices. The Each of the AlphaCare Companies have has delivered to Buyer accurate and complete copies of all employee manuals and handbooks, disclosure materials, policy statements and other materials relating to the employment of the current and former employees of each of the AlphaCare Companies. 3.15.5 Neither Company has None of the AlphaCare Companies have been a party to or bound by any union or collective bargaining Contract, nor is any such Contract currently in effect or being negotiated by or on behalf of either Companyany of the AlphaCare Companies, nor has either Company have any of the AlphaCare Companies been the target of a union organization drive. 3.15.6 Except as set forth on Schedule 3.15, since the incorporation date respective Formation Date of CBH and NDTCeach of the AlphaCare Companies, respectively, neither CBH nor NDTC has none of the AlphaCare Companies have experienced any labor problem that was or is material to itthem. CBH’s The AlphaCare Companies’ relations with its their employees and NDTC’s relations with employees who will be offered employment with CBH are currently on a good and normal basis. 3.15.7 To the knowledge of each Company Seller and Shareholderthe AlphaCare Companies, after due inquiry: (i) no currently employed Identified Employee has received an offer to join a business that may be competitive with any of the Businessbusinesses of any of the AlphaCare Companies; and (ii) no currently employed Identified Employee is a party to or is bound by any confidentiality agreement, non-competition agreement or other Contract (with any Person) that will have an adverse effect on (A) the performance by such Identified Employee of any of his duties or responsibilities as an employee of CBHany of the AlphaCare Companies, or (B) any of the Business businesses or operations of any of the AlphaCare Companies. 3.15.8 Except as it is proposed set forth on Schedule 3.15, each of the AlphaCare Companies’ current employees (including Identified Employees) has signed agreements with the AlphaCare Companies containing restrictions that adequately protect the proprietary and confidential information of the AlphaCare Companies and vest in the AlphaCare Companies the full ownership of items developed by such current employees (including Identified Employees). 3.15.9 Except as set forth on Schedule 3.15, since January 1, 2004, no currently employed Identified Employee has indicated an intention to be conducted terminate or has terminated his or her employment. Except as set forth on Schedule 3.15, since January 1, 2002, no xxxxxx parent with whom any of the AlphaCare Companies have a relationship or arrangement has indicated an intention to terminate such relationship or arrangement. To Seller’s knowledge, the transactions contemplated by CBHthis Agreement will not adversely affect relations with any employees (including Identified Employees) of any the AlphaCare Companies.

Employees and Independent Contractors. 3.15.1 Schedule 3.15 contains (a) Section 2.15 of the Company Disclosure Letter sets forth an accurate and complete list of of: (A) all of the employees of CBH or NDTC involved in the Business Company (including any employee of CBH or NDTC involved in the Business who is on a leave of absence or on layoff or disability status) and (i) their titles or responsibilities; (ii) their social security numbers and principal residence addressemployment location; (iii) their dates of hire; (iv) their current salaries or wages and commission or incentive plan and all material bonuses, commissions and incentives paid at any time during the past twelve (12) months; (v) their last compensation changes and the dates on which such changes were made; and (vi) any specific bonus, commission or incentive plans or agreements for or with them. 3.15.2 Schedule 3.15 also contains an accurate ; (vii) each Employee Benefit Plan in which they participate; (viii) any Governmental Authorization that is held by them and complete list that relates to or is useful in connection with any part of the Company; and (ix) any outstanding loans or advances made to them and the repayment terms and (B) all sales representatives, consultants and independent contractors engaged by CBH or NDTC with respect to the Business Company and (i) their tax identification numbers and state or country of residence; (ii) their payment arrangements; and (iii) a brief description of their jobs or projects currently in progress; and (iv) material Contract terms, including termination provisions. 3.15.3 To the knowledge (b) Section 2.15 of the Companies Company Disclosure Letter contains a list of the names, locations, and termination dates of all employees separated from their employment with the ShareholderCompany during the ninety (90) day period prior to the date hereof (which list shall be updated at Closing to include the period from the date of this Agreement to the Effective Time). Except as set forth on such list, except during the ninety (90) day period prior to the date hereof, the Company has not had an “employment loss” within the meaning of the WARN Act or any similar Law. All terminations of employees were effected in compliance with WARN and, in all material respects, with other applicable Laws. (c) Except as limited by the specific and express terms of any employment Contracts listed set forth on Schedule 3.15 Section 2.14 of the Company Disclosure Letter, and except for any limitations of general application which may be imposed under applicable employment Laws, and except as provided for in the severance policy attached as Schedule 3.15, CBH Company has the right to terminate the employment of each of its employees (and employees who were previously employed by NDTC and will be offered employment by CBH) at will and to terminate the engagement of any of its sales representatives, consultants and independent contractors contractors, in each case without payment to such employee or independent contractor (other than for services rendered through termination termination) and without incurring any penalty or liability other than liability for severance pay in accordance with such companythe Company’s disclosed severance pay policypolicy described in Section 2.15 of the Company Disclosure Letter. 3.15.4 NDTC and CBH are(d) Except as set forth in Section 2.15 of the Company Disclosure Letter, and have been, the Company is in compliance in all material respects with all Laws relating to labor, compensation, employee benefits, leave of absence, non-discrimination, health and safety, and employment practices. The Companies have Company has delivered to Buyer Parent accurate and complete copies of all employee manuals and handbooks, disclosure materials, policy statements and other materials relating to the employment of the current and former employees of the CompaniesCompany. 3.15.5 Neither (e) The Company has never been a party to or bound by any union or collective bargaining Contract, nor is any such Contract currently in effect or being negotiated by or on behalf of either the Company. No employee of the Company is represented by a union or labor organization or subject to a collective bargaining agreement. There is not presently pending or existing, and to the knowledge of Company, nor has either Company been the target there is not threatened, any organizing effort, question concerning representation, or application for certification or decertification of a union organization drive. 3.15.6 Except as set forth on Schedule 3.15collective bargaining agent. Since its formation, since the incorporation date of CBH and NDTC, respectively, neither CBH nor NDTC Company has not experienced any labor problem that was or is material to it. CBH’s relations with its employees and NDTC’s relations with employees who will be offered employment with CBH are currently on a good and normal basisit except as set forth in Section 2.15 of the Company Disclosure Letter,. 3.15.7 To (f) No officer of the knowledge of each Company and ShareholderCompany: (i) no currently employed Identified Employee to the knowledge of the Company, has received since January 1, 2007 an offer to join a business that may be competitive with the Business; Company or the Company Business and (ii) no currently employed Identified Employee is a party to or is bound by any confidentiality agreement, non-competition noncompetition agreement or other Contract (with any Person) that will may have an adverse effect on (A) the performance by such Identified Employee officer of any of his duties or responsibilities as an employee of CBHthe Company, or (B) any of the Business businesses or operations of the Company. (g) Except as it set forth on Section 2.15 of the Company Disclosure Letter, each of the Company’s current and past employees, consultants and contractors who have provided sales, account management or technology services to or for the Company have signed agreements with the Company containing restrictions that adequately protect the proprietary and confidential information of the Company and vests in the Company the full ownership of items developed by such Person. (h) Except as set forth on Section 2.15 of the Company Disclosure Letter, since January 1, 2007, no employee of the Company having an annual salary of $50,000 or more has indicated an intention to terminate or has terminated his or her employment with the Company. (i) The Company has at all times maintained proper workers compensation insurance coverage for all of its employees and has provided to Parent copies of all such current policies, a listing of current claims and a specification of all current experience ratings. All open workers compensation claims as of June 30, 2008 have been properly reserved on the Latest Balance Sheet balance sheet of the Company and all open workers compensation claims incurred since June 30, 2008 have been properly reserved on the Company’s books. A true, correct and complete copy of the loss runs from each of the Company’s workers compensation insurance carriers, reflecting the most current information available from such carriers, is proposed attached to Section 2.15 of the Company Disclosure Letter. (j) The Company’s Officer Retention Plan and the awards made thereunder (except the Company Restricted Stock Awards described in the last sentence of this Subsection (j)) will be conducted terminated prior to or at the Effective Time. The Company has received the written consents and releases of each of the participants in such plan to such termination, copies of which have been delivered to Parent. No amounts are payable under the Officer Retention Plan by CBHreason of this Agreement or the Merger or otherwise, except that Company Restricted Stock Awards consisting of 88,652 shares of restricted Company Common Stock made to each of Messrs. Hanger, Toner and XxXxxxxx in April 2007 shall vest upon the completion of the Merger. (k) Section 2.15 of the Company Disclosure Letter sets forth an accurate description of the Company’s 2008 bonus plan (the “Company 2008 Bonus Plan”), including the employees eligible to participate, the Company goals under which bonuses are payable and the methodology to calculate bonus amounts payable in the aggregate and to individual participants.

Employees and Independent Contractors. 3.15.1 Schedule 3.15 contains an accurate and complete 3.16 is a list as of the date hereof of all of the employees of CBH or NDTC involved in the Business (including any employee of CBH or NDTC involved in the Business who is on a leave of absence or on layoff status) Acquired Companies and (ia) their titles or responsibilities; (iib) their social security numbers and principal residence address; (iiic) their dates of hire; (ivd) their current salaries or wages and all bonuses, commissions and incentives paid at any time during the past twelve months; (ve) their last compensation changes and the dates on which such changes were made; and (vif) any specific bonus, commission or incentive plans or agreements for or with them. 3.15.2 ; and (g) any outstanding loans or advances made to them. Schedule 3.15 also contains an accurate and complete 3.16 is a list of all sales representatives, representatives and independent contractors engaged by CBH or NDTC with respect to the Business Acquired Companies and (ia) their tax identification numbers and state or country of residence; (iib) their payment arrangementsarrangements (if not set forth in a Contract listed or described on Schedule 3.15); and (iiic) a brief description of their jobs or projects currently in progress. 3.15.3 To the knowledge . Each of the Acquired Companies and the Shareholder, except is in full compliance with all Laws respecting employment practices in all material respects. Except as limited by the specific and express terms of any employment Contracts listed on Schedule 3.15 or Contracts specified on Schedule 3.16, and except for any limitations of general application which may be imposed under applicable employment Laws, and except as provided for in each of the severance policy attached as Schedule 3.15, CBH Acquired Companies has the right to terminate the employment of each of its employees (and employees who were previously employed by NDTC and will be offered employment by CBH) at will and to terminate the engagement of any of its independent contractors without payment to such employee or independent contractor other than for services rendered through termination and without incurring any penalty or liability other than liability for severance pay in accordance with such company’s 's disclosed severance pay policy. 3.15.4 NDTC and CBH are, and have been, is in compliance in all material respects with all Laws relating to employment practices. The Companies have delivered to Buyer accurate and complete copies of all employee manuals and handbooks, disclosure materials, policy statements and other materials relating to the employment None of the current and former employees of the Companies. 3.15.5 Neither Company Acquired Companies has ever been a party to or bound by any union or collective bargaining Contract, nor is any such Contract currently in effect or being negotiated by or on behalf of either Companyany of the Acquired Companies. Since the respective incorporation or formation dates of each of the Acquired Companies, nor has either Company been none of the target of a union organization drive. 3.15.6 Except as set forth on Schedule 3.15, since the incorporation date of CBH and NDTC, respectively, neither CBH nor NDTC Acquired Companies has experienced any labor problem that was or is material to it. CBH’s Each of the Acquired Companies' relations with its employees and NDTC’s relations with employees who will be offered employment with CBH are currently on a good and normal basis. 3.15.7 To . Schedule 3.16 sets forth each of the knowledge Acquired Companies' current and past employees who have signed an agreement which contains restrictions relating to proprietary and confidential information of the Acquired Companies and/or other restrictive covenants and, in each Company case, references the respective agreement. Except as set forth on Schedule 3.16, each of the Acquired Companies' current and Shareholder: (i) no currently employed Identified Employee past contractors has received an offer to join a business that may be competitive signed agreements with the Business; Acquired Companies containing restrictions that adequately protect the proprietary and (ii) no currently employed Identified Employee is a party to or is bound by any confidentiality agreement, non-competition agreement or other Contract (with any Person) that will have an adverse effect on (A) confidential information of the performance Acquired Companies and vest in the Acquired Companies the full ownership of items developed by such Identified Employee contractor. Except as indicated on Schedule 3.16, since January 1, 1997, no employee of any of the Acquired Companies having an annual salary of $75,000 or more has indicated an intention to terminate or has terminated his duties or responsibilities as an employee her employment with such company. To Company's knowledge, the Transactions will not adversely affect relations with any employees of CBH, or (B) the Business as it is proposed to be conducted by CBHAcquired Companies.

Employees and Independent Contractors. 3.15.1 (a) Schedule 3.15 contains 4.16(a) of the Seller Disclosure Schedule sets forth an accurate and complete list of all of the employees of CBH or NDTC involved in the Business Seller (including any employee of CBH or NDTC involved in the Business Seller who is on a leave of absence or on layoff statusstatus and any temporary employee) and (i) their titles or responsibilities; (ii) their social security numbers and principal residence addressdates of hire; (iii) their dates of hire; (iv) their current salaries or wages wages, bonus, commission or incentive plans and all bonuses, commissions and incentives paid at any time during the past twelve 12 months; (viv) their last compensation changes and the dates on which such changes were made; and (viv) any specific bonus, commission or incentive plans or agreements Contracts for or with them; (vi) each Employee Benefit Plan in which they participate; (vii) any Permit that is held by them and that relates to or is useful in connection with the Seller Business; (viii) any outstanding loans or advances made to them; and (ix) whether they are classified as “exempt” or “non-exempt” from overtime pay. 3.15.2 (b) Schedule 3.15 4.16(a) of the Seller Disclosure Schedule also contains sets forth an accurate and complete list of all sales representatives, representatives and independent contractors engaged by CBH or NDTC with respect to the Business Seller and (i) their tax identification numbers and state payment arrangements (if not set forth in a Specified Contract listed or country described on Schedule 4.15(a) of residence; (ii) their payment arrangementsthe Seller Disclosure Schedule); and (iiiii) a brief description of their jobs or projects currently in progress; and (iii) material Contract terms, including termination provisions (if not set forth in a Specified Contract listed or described on Schedule 4.15(a) of the Seller Disclosure Schedule). 3.15.3 To the knowledge of the Companies and the Shareholder, except (c) Except as limited by the specific and express terms of any employment Contracts listed set forth on Schedule 3.15 4.15(a) of the Seller Disclosure Schedule and except for any limitations of general application which may be imposed under applicable employment Laws, and except as provided for in the severance policy attached as Schedule 3.15, CBH Seller has the right to terminate the employment of each of its employees (and employees who were previously employed by NDTC and will be offered employment by CBH) at will and to terminate the engagement of any of its sales representatives, consultants or independent contractors without payment to such employee or independent contractor other than for services rendered through termination and without incurring any penalty or liability other than liability for severance pay in accordance with such company’s disclosed severance pay policy. 3.15.4 NDTC and CBH are, and have been, (d) Seller is in compliance in all material respects with all Laws relating to labor, compensation, employee benefits, leave of absence, non-discrimination, anti-harassment, anti-retaliation, whistle-blowing, health and safety and employment practices. The Companies have delivered Seller has made available to Buyer in the Virtual Data Room accurate and complete copies of all employee manuals and handbooks, disclosure materials, policy statements and other materials relating to the employment of the current and former employees of the CompaniesSeller. 3.15.5 Neither Company (e) Seller has never been a party to or bound by any union or collective bargaining Contract, nor is any such Contract currently in effect or being negotiated by or on behalf of either CompanySeller. No employee of Seller is represented by a union or labor organization or subject to a collective bargaining agreement. There is not presently pending or existing, nor has either Company been the target and to Seller’s knowledge, there is not threatened, any organizing effort, question concerning representation or application for certification or decertification of a union organization drivecollective bargaining agent. 3.15.6 Except as set forth on Schedule 3.15, since the incorporation date of CBH and NDTC, respectively, neither CBH nor NDTC has experienced any labor problem that was or is material to it. CBH’s relations with its employees and NDTC’s relations with employees who will be offered employment with CBH are currently on a good and normal basis. 3.15.7 To the knowledge of each Company and Shareholder: (i) no currently employed Identified Employee has received an offer to join a business that may be competitive with the Business; and (ii) no currently employed Identified Employee is a party to or is bound by any confidentiality agreement, non-competition agreement or other Contract (with any Person) that will have an adverse effect on (A) the performance by such Identified Employee of any of his duties or responsibilities as an employee of CBH, or (B) the Business as it is proposed to be conducted by CBH.

Employees and Independent Contractors. 3.15.1 Schedule 3.15 (a) SCHEDULE 3.17 contains an accurate and complete list of all of the employees of CBH or NDTC involved in the Business each Acquired Company, by Acquired Company (including any such employee of CBH or NDTC involved in the Business who is on a leave of absence or on layoff status) and (i) their titles or responsibilities; (ii) their social security numbers and principal residence address; (iii) their dates of hire; (iv) their current salaries or wages and all bonuses, commissions and incentives paid at any time during the past twelve months; (v) their last compensation changes and the dates on which such changes were made; and (vi) any specific bonus, commission or incentive plans or agreements for or with them; (vii) each Employee Benefit Plan in which they participate; (viii) any securities or insurance license or registration that is held by them and that relates to or is useful in connection with any of the Acquired Companies Business; and (ix) any outstanding loans or advances made to them; and (x) any Contracts with them (even if not material, individually). 3.15.2 Schedule 3.15 (b) SCHEDULE 3.17 also contains an accurate and complete list of all sales representatives, representatives and independent contractors engaged by CBH or NDTC associated with respect to the Business each Acquired Company and (i) their tax identification numbers and state or country of residence; , (ii) any securities or insurance license or registration held by them and (iii) whether they are parties to an Advisor's Agreement with LPAS and LP Securities substantially in the form (but for non-material changes, pricing and revenue sharing information and the manner in which blanks are filled in) of one of the forms attached as EXHIBIT 3.17 ("Advisor's Agreement"), and, if so, which of such forms. SCHEDULE 3.17 also lists for those independent contractors who are not parties to an Advisor's Agreement (a) their payment arrangements; and , (iiib) a brief description of their jobs or and projects currently in progressprogress and (c) their material Contract terms, including termination provisions. 3.15.3 To the knowledge of the Companies and the Shareholder, except (c) Except as limited by the specific and express terms of any employment Contracts listed on Schedule 3.15 SCHEDULE 3.17 and except for any limitations of general application which may be imposed under applicable employment Laws, and except as provided for in the severance policy attached as Schedule 3.15, CBH each Acquired Company has the right to terminate the employment of each of its employees (and employees who were previously employed by NDTC and will be offered employment by CBH) at will and to terminate the engagement of any of its independent contractors without payment to such employee or independent contractor other than for services rendered through termination and without incurring any penalty or liability other than liability for severance pay in accordance with such company’s 's disclosed severance pay policy. 3.15.4 NDTC and CBH are, and have been, (d) Each Acquired Company is in full compliance in all material respects with all Laws relating applicable to the Acquired Companies that relate to employment practices. The Companies have delivered Each Acquired Company has made available to Buyer accurate and complete copies of all employee manuals and handbooks, disclosure materials, policy statements and other materials relating to the employment of the current and former employees of the Companiessuch Acquired Company. 3.15.5 Neither (e) No Acquired Company has ever been a party to or bound by any union or collective bargaining Contract, nor is any such Contract currently in effect or being negotiated by or on behalf of either any Acquired Company, nor has either Company been the target of a union organization drive. 3.15.6 Except as set forth on Schedule 3.15(f) Since January 1, since the incorporation date of CBH and NDTC1999, respectively, neither CBH nor NDTC no Acquired Company has experienced any labor problem that was or is material to it. CBH’s relations with its employees and NDTC’s relations with employees who will be offered employment with CBH are currently on a good and normal basis. 3.15.7 (g) To the knowledge best of each Company Seller's and ShareholderParent's knowledge: (i) no currently employed Identified Employee officer, director or other senior management employee of any Acquired Company has received an offer to join a business that may be competitive with any Acquired Company or, the Acquired Companies Business; and (ii) no currently employed Identified Employee employee of any Acquired Company is a party to or is bound by any confidentiality agreement, non-competition noncompetition agreement or other Contract (with any Person) that will may have an adverse effect on (A) the performance by such Identified Employee employee of any of his duties or responsibilities as an employee of CBHan Acquired Company, or (B) any of the Business businesses or operations of an Acquired Company. (h) Except as it is proposed set forth on SCHEDULE 3.17, each of the current and past employees, consultants and contractors of each of Seller, LPTI and each of the Acquired Companies have signed agreements with such company containing restrictions that adequately protect the proprietary and confidential information of such company and vest in such company the full ownership of items developed by such Person. (i) Except as set forth on SCHEDULE 3.17, to be conducted by CBHthe best of Seller's knowledge, since November 1, 2002, no employee of an Acquired Company having an annual salary of $50,000 or more has indicated an intention to terminate or has terminated his or her employment with such company.