Non-Compete; Confidentiality. 6.1 During the Original Term and any Additional Term (regardless whether the Original Term or any Additional Term are terminated pursuant to Sections 4.2 and 4.4 above prior to the scheduled expiration [i.e., the date to which such term would have continued if there had been no acceleration of the end of such term] of the relevant period, except as modified by Sections 5.2(a), 5.2(b), 5.2(d) and 5.4(b) and 5.4(c)) and for a period of one (1) year after the expiration thereof, Executive will not, directly or indirectly, including through an Affiliate (as defined in Rule 12b-2 of the regulations promulgated under the Exchange Act), engage in the population health management and disease management industry in the same manner in which the Company or I-trax is engaged in such industry on the date hereof (the "Business") in the United States. For purposes of this Section 6, each of the following activities, without limitation, shall be deemed to constitute conducting the Business: engaging in, working with, maintaining an interest in (other than interests of less than 5% in companies with securities traded either on the New York Stock Exchange, the American Stock Exchange, the Nasdaq National Market, the Nasdaq SmallCap Market or traded over-the-counter and quoted on the Bulletin Board and/or any interest in I-trax), advising for a fee or other consideration, managing, operating, lending money to (other than loans by commercial banks), guaranteeing the debts or obligations of, or permitting one's name or any part thereof to be used in connection with an enterprise or endeavor, either individually, in partnership or in conjunction with any individual, partnership, corporation, limited liability company, association, joint stock company, trust, joint venture or any other form of business organization, unincorporated organization or governmental entity (or any department, agency or subdivision thereof) (each, a "Person"), whether as principal, director, agent, shareholder, partner, employee, consultant, independent contractor or in any other manner whatsoever, any Person in the Business. 6.2 Executive also covenants and agrees that, during the Original Term and any Additional Term (regardless whether the Original Term or any Additional Term are terminated pursuant to Sections 4.2 and 4.4 above prior to the scheduled expiration [i.e., the date to which such term would have continued if there had been no acceleration of the end of such term] of the relevant period, except as modified by Sections 5.2(a), 5.2(b), 5.2(d) and 5.4(b) and 5.4(c)) and for a period of one (1) year after the expiration thereof, Executive will not, directly or indirectly, and no Person (including an Affiliate) over which Executive exercises control (whether as an officer, director, individual proprietor, holder of debt or equity securities, consultant, partner, member or otherwise) (i) solicit or engage or employ or otherwise enter into any agreement or understanding, written or oral, relating to the services of any Person who is known or should be known by Executive to be then employed or to have been employed within the preceding six (6) months by the Company or its Affiliates, (ii) take any action which could be reasonably expected to lead any Person to cease to deal with the Company or its Affiliates or (iii) solicit the business of, enter into any written or oral agreement with or otherwise deal with any suppliers of goods, products, materials or services in competition with the Company or its Affiliates or solicit the business of customers of the Company or its Affiliates who were such at any time during the two (2) year period preceding the date hereof, except on behalf of businesses in which such party would then be permitted to engage directly without violating this Section 6. 6.3 Executive also covenants and agrees that, during the Original Term and any Additional Term (regardless whether the Original Term or any Additional Term are terminated, under Sections 4.2 and 4.4 above, prior to the scheduled expiration [i.e., the date to which such term would have continued if there had been no acceleration of the end of such term] of the relevant period, except as modified by Sections 5.2(a), 5.2(b), 5.2(d) and 5.4(b) and 5.4(c)) and for a period of five (5) years after the expiration thereof, Executive shall treat as trade secrets all Confidential Information (as hereinafter defined) known or acquired by her in the course of any affiliation Executive shall have had with the Company and will not disclose any Confidential Information to any Person not affiliated with the Company except as authorized in writing by the Company. The term "Confidential Information" shall mean: information relating to the relationship of the Company or I-trax to their customers (including, without limitation, the identity of any customer), the research, design, development, manufacturing, marketing, pricing, costs, capabilities, capacities and business plans related to the software development activities and other services of the Company or its Affiliates, the financing arrangements of the Company or its Affiliates, or the financial condition or prospects of the Company or I-trax; inventions, products, processes, methods, techniques, formulas, compositions, compounds, projects, developments, plans, research data, clinical data, financial data, personnel data, computer programs, Software (as defined below) and customer and supplier lists and any other confidential information relating to the assets, condition or business of the Company or its Affiliates. Notwithstanding the foregoing, Executive shall have no obligation with respect to (i) information disclosed to Executive by a Person who does not owe a duty of confidentiality to the Company or any Affiliate thereof; or (ii) information which is in the public domain and is readily available; or (iii) information where disclosure is required by law or is necessary in connection with a claim, dispute or litigation to which Executive is or becomes a party and the Company is given ten (10) business days prior written notice of the intent to make disclosure. For purposes hereof, "Software" shall mean all software owned, engineered, developed, licensed or sold by the Company, including the following: (A) all modifications, enhancements, fixes, updates, upgrades, bypasses and work-arounds, (B) the source code and object code for any of the foregoing; and (C) all operating systems, bridgeware, firmware, middleware or utilities.
Appears in 1 contract
Samples: Employment Agreement (I Trax Inc)
Non-Compete; Confidentiality. 6.1 During the Original Term and any Additional Term (regardless whether the Original Term or any Additional Term are terminated pursuant to Sections 4.2 and 4.4 above terminated, under Section 4, prior to the scheduled expiration [i.e., the date to which such term would have continued if there had been no acceleration of the end of such term] of the relevant period, except as modified by Sections 5.2(a), 5.2(b), 5.2(d) and 5.4(b) and 5.4(c)) and for a period of one (1) year after the expiration thereof, Executive will not, directly or indirectly, including through an Affiliate "Affiliate" (as defined in Rule 12b-2 of the regulations promulgated under the Securities Exchange ActAct of 1934, as amended), engage in the population health management records information and technology and disease information management industry in the same manner and such other activities in which the Company or I-trax is engaged in such industry on the date hereof (the "Business") in the United States. For purposes of this Section 6, each of the following activities, without limitation, shall be deemed to constitute conducting the Business: engaging in, working with, maintaining an interest in (other than interests of less than 51% in companies with securities traded either on the New York Stock Exchange, the American Stock Exchange, the Nasdaq National Market, the Nasdaq SmallCap Market or traded over-the-counter and quoted on the Bulletin Board and/or any interest in I-traxBoard), advising for a fee or other consideration, managing, operating, lending money to (other than loans by commercial banks), guaranteeing the debts or obligations of, or permitting one's name or any part thereof to be used in connection with an enterprise or endeavor, either individually, in partnership or in conjunction with any individual, partnership, corporation, limited liability company, association, joint stock company, trust, joint venture or any other form of business organization, unincorporated organization or governmental entity (or any department, agency or subdivision thereof) (each, a "Person"), whether as principal, director, agent, shareholder, partner, employee, consultant, independent contractor or in any other manner whatsoever, any Person in the Business.
6.2 Executive also covenants and agrees that, during the Original Term and any Additional Term (regardless whether the Original Term or any Additional Term are terminated pursuant to Sections 4.2 and 4.4 above terminated, under Section 4, prior to the scheduled expiration [i.e., the date to which such term would have continued if there had been no acceleration of the end of such term] of the relevant period, except as modified by Sections 5.2(a), 5.2(b), 5.2(d) and 5.4(b) and 5.4(c)) and for a period of one (1) year after the expiration thereof, Executive he will not, directly or indirectly, and no Person (including an Affiliate) over which Executive he exercises control (whether as an officer, director, individual proprietor, holder of debt or equity securities, consultant, partner, member or otherwise) (i) solicit or engage or employ or otherwise enter into any agreement or understanding, written or oral, relating to the services of any Person who is known or should be known by Executive to be then employed or to have been employed within the preceding six (6) months by the Company or its Affiliates, (ii) take any action which could be reasonably expected to lead any Person to cease to deal with the Company or its Affiliates or (iii) solicit the business of, enter into any written or oral agreement with or otherwise deal with any suppliers of goods, products, materials or services in competition with the Company or its Affiliates or solicit the business of customers of the Company or its Affiliates who were such at any time during the two (2) year period preceding the date hereof, except on behalf of businesses in which such party would then be permitted to engage directly without violating this Section 6.
6.3 Executive also covenants and agrees that, during the Original Term and any Additional Term (regardless whether the Original Term or any Additional Term are terminated, under Sections 4.2 and 4.4 aboveSection 4, prior to the scheduled expiration [i.e., the date to which such term would have continued if there had been no acceleration of the end of such term] of the relevant period, except as modified by Sections 5.2(a), 5.2(b), 5.2(d) and 5.4(b) and 5.4(c)) and for a period of five (5) years after the expiration thereof, Executive shall treat as trade secrets all Confidential Information (as hereinafter defined) known or acquired by her him in the course of any affiliation Executive shall have had with the Company and will not disclose any Confidential Information to any Person not affiliated with the Company except as authorized in writing by the Company. The term "Confidential Information" shall mean: information relating to the relationship of the Company or I-trax to their its customers (including, without limitation, the identity of any customer), the research, design, development, manufacturing, marketing, pricing, costs, capabilities, capacities and business plans related to the enterprise software development activities and other services of the Company or its AffiliatesCompany, the financing arrangements of the Company or its AffiliatesCompany, or the financial condition or prospects of the Company or I-traxCompany; inventions, products, processes, methods, techniques, formulas, compositions, compounds, projects, developments, plans, research data, clinical data, financial data, personnel data, computer programs, Software (as defined below) and customer and supplier lists and any other confidential information relating to the assets, condition or business of the Company or its AffiliatesCompany. Notwithstanding the foregoing, Executive shall have no obligation with respect to (i) information disclosed to Executive by a Person who does not owe a duty of confidentiality to the Company or any Affiliate thereof; or (ii) information which is in the public domain and is readily available; or (iii) information where disclosure is required by law or is necessary in connection with a claim, dispute or litigation to which Executive is or becomes a party and the Company is given ten (10) business days prior written notice of the intent to make disclosure. For purposes hereof, "Software" shall mean all software owned, engineered, developed, licensed or sold by the Company, including the following: (A) all modifications, enhancements, fixes, updates, upgrades, bypasses and work-arounds, (B) the source code and object code for any of the foregoing; and (C) all operating systems, bridgeware, firmware, middleware or utilities.
Appears in 1 contract
Non-Compete; Confidentiality. 6.1 During the Original Term and any Additional Term (regardless whether the Original Term or any Additional Term are terminated pursuant to Sections 4.2 and 4.4 above prior to the scheduled expiration [i.e., the date to which such term would have continued if there had been no acceleration of the end of such term] of the relevant period, except as modified by Sections 5.2(a), 5.2(b), 5.2(d) and 5.4(b) and 5.4(c)) and for a period of one (1) year after the expiration thereof, Executive will not, directly or indirectly, including through an Affiliate (as defined in Rule 12b-2 of the regulations promulgated under the Exchange Act), engage in the population health management and disease management industry in the same manner in which the Company or I-trax is engaged in such industry on the date hereof (the "Business") in the United States. For purposes of this Section 6, each of the following activities, without limitation, shall be deemed to constitute conducting the Business: engaging in, working with, maintaining an interest in (other than interests of less than 5% in companies with securities traded either on the New York Stock Exchange, the American Stock Exchange, the Nasdaq National Market, the Nasdaq SmallCap Market or traded over-the-counter and quoted on the Bulletin Board and/or any interest in I-trax), advising for a fee or other consideration, managing, operating, lending money to (other than loans by commercial banks), guaranteeing the debts or obligations of, or permitting one's name or any part thereof to be used in connection with an enterprise or endeavor, either individually, in partnership or in conjunction with any individual, partnership, corporation, limited liability company, association, joint stock company, trust, joint venture or any other form of business organization, unincorporated organization or governmental entity (or any department, agency or subdivision thereof) (each, a "Person"), whether as principal, director, agent, shareholder, partner, employee, consultant, independent contractor or in any other manner whatsoever, any Person in the Business.
6.2 Executive also covenants and agrees that, during the Original Term and any Additional Term (regardless whether the Original Term or any Additional Term are terminated pursuant to Sections 4.2 and 4.4 above prior to the scheduled expiration [i.e., the date to which such term would have continued if there had been no acceleration of the end of such term] of the relevant period, except as modified by Sections 5.2(a), 5.2(b), 5.2(d) and 5.4(b) and 5.4(c)) and for a period of one (1) year after the expiration thereof, Executive will not, directly or indirectly, and no Person (including an Affiliate) over which Executive exercises control (whether as an officer, director, individual proprietor, holder of debt or equity securities, consultant, partner, member or otherwise) (i) solicit or engage or employ or otherwise enter into any agreement or understanding, written or oral, relating to the services of any Person who is known or should be known by Executive to be then employed or to have been employed within the preceding six (6) months by the Company or its Affiliates, (ii) take any action which could be reasonably expected to lead any Person to cease to deal with the Company or its Affiliates or (iii) solicit the business of, enter into any written or oral agreement with or otherwise deal with any suppliers of goods, products, materials or services in competition with the Company or its Affiliates or solicit the business of customers of the Company or its Affiliates who were such at any time during the two (2) year period preceding the date hereof, except on behalf of businesses in which such party would then be permitted to engage directly without violating this Section 6.
6.3 Executive also covenants and agrees that, during the Original Term and any Additional Term (regardless whether the Original Term or any Additional Term are terminated, under Sections 4.2 and 4.4 above, prior to the scheduled expiration [i.e., the date to which such term would have continued if there had been no acceleration of the end of such term] of the relevant period, except as modified by Sections 5.2(a), 5.2(b), 5.2(d) and 5.4(b) and 5.4(c)) and for a period of five (5) years after the expiration thereof, Executive shall treat as trade secrets all Confidential Information (as hereinafter defined) known or acquired by her in the course of any affiliation Executive shall have had with the Company and will not disclose any Confidential Information to any Person not affiliated with the Company except as authorized in writing by the Company. The term "Confidential Information" shall mean: information relating to the relationship of the Company or I-trax to their customers (including, without limitation, the identity of any customer), the research, design, development, manufacturing, marketing, pricing, costs, capabilities, capacities and business plans related to the software development activities and other services of the Company or its Affiliates, the financing arrangements of the Company or its Affiliates, or the financial condition or prospects of the Company or I-trax; inventions, products, processes, methods, techniques, formulas, compositions, compounds, projects, developments, plans, research data, clinical data, financial data, personnel data, computer programs, Software (as defined below) and customer and supplier lists and any other confidential information relating to the assets, condition or business of the Company or its Affiliates. Notwithstanding the foregoing, Executive shall have no obligation with respect to (i) information disclosed to Executive by a Person who does not owe a duty of confidentiality to the Company or any Affiliate thereof; or (ii) information which is in the public domain and is readily available; or (iii) information where disclosure is required by law or is necessary in connection with a claim, dispute or litigation to which Executive is or becomes a party and the Company is given ten (10) business days prior written notice of the intent to make disclosure. For purposes hereof, "Software" shall mean all software owned, engineered, developed, licensed or sold by the Company, including the following: (A) all modifications, enhancements, fixes, updates, upgrades, bypasses and work-arounds, (B) the source code and object code for any of the foregoing; and (C) all operating systems, bridgeware, firmware, middleware or utilities.,
Appears in 1 contract
Samples: Employment Agreement (I Trax Inc)
Non-Compete; Confidentiality. 6.1 During the Original Term and any Additional Term (regardless whether the Original Term or any Additional Term are terminated pursuant to Sections 4.2 and 4.4 above prior to the scheduled expiration [i.e., the date to which such term would have continued if there had been no acceleration of the end of such term] of the relevant period, except as modified by Sections 5.2(a), 5.2(b), 5.2(d) and 5.4(b) and 5.4(c)) and for a period of one (1) year after the expiration thereof, Executive will not, directly or indirectly, including through an Affiliate (as defined in Rule 12b-2 of the regulations promulgated under the Exchange Act), engage in the population health management and disease management industry in the same manner in which the Company or I-trax is engaged in such industry on the date hereof (the "Business") in the United States. For purposes of this Section 6, each of the following activities, without limitation, shall be deemed to constitute conducting the Business: engaging in, working with, maintaining an interest in (other than interests of less than 5% in companies with securities traded either on the New York Stock Exchange, the American Stock Exchange, the Nasdaq National Market, the Nasdaq SmallCap Market or traded over-the-counter and quoted on the Bulletin Board and/or any interest in I-trax), advising for a fee or other consideration, managing, operating, lending money to (other than loans by commercial banks), guaranteeing the debts or obligations of, or permitting one's name or any part thereof to be used in connection with an enterprise or endeavor, either individually, in partnership or in conjunction with any individual, partnership, corporation, limited liability company, association, joint stock company, trust, joint venture or any other form of business organization, unincorporated organization or governmental entity (or any department, agency or subdivision thereof) (each, a "Person"), whether as principal, director, agent, shareholder, partner, employee, consultant, independent contractor or in any other manner whatsoever, any Person in the Business.
6.2 Executive also covenants and agrees that, during the Original Term and any Additional Term (regardless whether the Original Term or any Additional Term are terminated pursuant to Sections 4.2 and 4.4 above prior to the scheduled expiration [i.e., the date to which such term would have continued if there had been no acceleration of the end of such term] of the relevant period, except as modified by Sections 5.2(a), 5.2(b), 5.2(d) and 5.4(b) and 5.4(c)) and for a period of one (1) year after the expiration thereof, Executive will not, directly or indirectly, and no Person (including an Affiliate) over which Executive exercises control (whether as an officer, director, individual proprietor, holder of debt or equity securities, consultant, partner, member or otherwise) (i) solicit or engage or employ or otherwise enter into any agreement or understanding, written or oral, relating to the services of any Person who is known or should be known by Executive to be then employed or to have been employed within the preceding six (6) months by the Company or its Affiliates, (ii) take any action which could be reasonably expected to lead any Person to cease to deal with the Company or its Affiliates or (iii) solicit the business of, enter into any written or oral agreement with or otherwise deal with any suppliers of goods, products, materials or services in competition with the Company or its Affiliates or solicit the business of customers of the Company or its Affiliates who were such at any time during the two (2) year period preceding the date hereof, except on behalf of businesses in which such party would then be permitted to engage directly without violating this Section 6.
6.3 Executive also covenants and agrees that, during the Original Term and any Additional Term (regardless whether the Original Term or any Additional Term are terminated, under Sections 4.2 and 4.4 above, prior to the scheduled expiration [i.e., the date to which such term would have continued if there had been no acceleration of the end of such term] of the relevant period, except as modified by Sections 5.2(a), 5.2(b), 5.2(d) and 5.4(b) and 5.4(c)) and for a period of five (5) years after the expiration thereof, Executive shall treat as trade secrets all Confidential Information (as hereinafter defined) known or acquired by her him in the course of any affiliation Executive shall have had with the Company and will not disclose any Confidential Information to any Person not affiliated with the Company except as authorized in writing by the Company. The term "Confidential Information" shall mean: information relating to the relationship of the Company or I-trax to their customers (including, without limitation, the identity of any customer), the research, design, development, manufacturing, marketing, pricing, costs, capabilities, capacities and business plans related to the software development activities and other services of the Company or its Affiliates, the financing arrangements of the Company or its Affiliates, or the financial condition or prospects of the Company or I-trax; inventions, products, processes, methods, techniques, formulas, compositions, compounds, projects, developments, plans, research data, clinical data, financial data, personnel data, computer programs, Software (as defined below) and customer and supplier lists and any other confidential information relating to the assets, condition or business of the Company or its Affiliates. Notwithstanding the foregoing, Executive shall have no obligation with respect to (i) information disclosed to Executive by a Person who does not owe a duty of confidentiality to the Company or any Affiliate thereof; or (ii) information which is in the public domain and is readily available; or (iii) information where disclosure is required by law or is necessary in connection with a claim, dispute or litigation to which Executive is or becomes a party and the Company is given ten (10) business days prior written notice of the intent to make disclosure. For purposes hereof, "Software" shall mean all software owned, engineered, developed, licensed or sold by the Company, including the following: (A) all modifications, enhancements, fixes, updates, upgrades, bypasses and work-arounds, (B) the source code and object code for any of the foregoing; and (C) all operating systems, bridgeware, firmware, middleware or utilities.
Appears in 1 contract
Samples: Employment Agreement (I Trax Inc)
Non-Compete; Confidentiality. 6.1 During the Original Term and any Additional Term (regardless whether the Original Term or any Additional Term are terminated pursuant to Sections 4.2 and 4.4 above terminated, under Section 4 above, prior to the scheduled expiration [i.e., the date to which such term would have continued if there had been no acceleration of the end of such term] of the relevant period, except as modified by Sections 5.2(a), 5.2(b), 5.2(d) and 5.4(b) and 5.4(c)) and for a period of one (1) year after the expiration thereof, Executive will not, directly or indirectly, including through an Affiliate (as defined in Rule 12b-2 promulgated pursuant to the Securities Exchange Act of the regulations promulgated under the Exchange Act1934, as amended), engage in the population health management care enterprise software and disease information management industry in the same manner and such other activities in which the Company or I-trax is any of its wholly owned entities are engaged in such industry on the date hereof (the "Business") in the United States. For purposes of this Section 6, each of the following activities, without limitation, shall be deemed to constitute conducting the Business: engaging in, working with, maintaining an interest in (other than interests of less than 51% in companies with securities traded either on the New York Stock Exchange, the American Stock Exchange, the Nasdaq National Market, the Nasdaq SmallCap Market or traded over-the-counter and quoted on the Bulletin Board and/or any interest in I-traxBoard), advising for a fee or other consideration, managing, operating, lending money to (other than loans by commercial banks), guaranteeing the debts or obligations of, or permitting one's name or any part thereof to be used in connection with an enterprise or endeavor, either individually, in partnership or in conjunction with any individual, partnership, corporation, limited liability company, association, joint stock company, trust, joint venture or any other form of business organization, unincorporated organization or governmental entity (or any department, agency or subdivision thereof) (each, a "Person"), whether as principal, director, agent, shareholder, partner, employee, consultant, independent contractor or in any other manner whatsoever, any Person in the Business.
6.2 Executive also covenants and agrees that, during the Original Term and any Additional Term (regardless whether the Original Term or any Additional Term are terminated pursuant to Sections 4.2 and 4.4 above terminated, under Section 4 above, prior to the scheduled expiration [i.e., the date to which such term would have continued if there had been no acceleration of the end of such term] of the relevant period, except as modified by Sections 5.2(a), 5.2(b), 5.2(d) and 5.4(b) and 5.4(c)) and for a period of one (1) year after the expiration thereof, Executive he will not, directly or indirectly, and no Person (including an Affiliate) over which Executive he exercises control (whether as an officer, director, individual proprietor, holder of debt or equity securities, consultant, partner, member or otherwise) (i) solicit or engage or employ or otherwise enter into any agreement or understanding, written or oral, relating to the services of any Person who is known or should be known by Executive to be then employed or to have been employed within the preceding six (6) months by the Company or its Affiliates, (ii) take any action which could be reasonably expected to lead any Person to cease to deal with the Company or its Affiliates or (iii) solicit the business of, enter into any written or oral agreement with or otherwise deal with any suppliers of goods, products, materials or services in competition with the Company or its Affiliates or solicit the business of customers of the Company or its Affiliates who were such at any time during the two (2) year period preceding the date hereof, except on behalf of businesses in which such party would then be permitted to engage directly without violating this Section 6.
6.3 Executive also covenants and agrees that, during the Original Term and any Additional Term (regardless whether the Original Term or any Additional Term are terminated, under Sections 4.2 and 4.4 aboveSection 4, prior to the scheduled expiration [i.e., the date to which such term would have continued if there had been no acceleration of the end of such term] of the relevant period, except as modified by Sections 5.2(a), 5.2(b), 5.2(d) and 5.4(b) and 5.4(c)) and for a period of five (5) years after the expiration thereof, Executive shall treat as trade secrets all Confidential Information (as hereinafter defined) known or acquired by her him in the course of any affiliation Executive shall have had with the Company and will not disclose any Confidential Information to any Person not affiliated with the Company except as authorized in writing by the Company. The term "Confidential Information" shall mean: information relating to the relationship of the Company or I-trax to their its customers (including, without limitation, the identity of any customer), the research, design, development, manufacturing, marketing, pricing, costs, capabilities, capacities and business plans related to the software development activities and other services of the Company or its AffiliatesBusiness, the financing arrangements of the Company or its AffiliatesCompany, or the financial condition or prospects of the Company or I-traxCompany; inventions, products, processes, methods, techniques, formulas, compositions, compounds, projects, developments, plans, research data, clinical data, financial data, personnel data, computer programs, Software (as defined below) and customer and supplier lists and any other confidential information relating to the assets, condition or business of the Company or its AffiliatesCompany. Notwithstanding the foregoing, Executive shall have no obligation with respect to (i) information disclosed to Executive by a Person who does not owe a duty of confidentiality to the Company or any Affiliate thereof; or (ii) information which is in the public domain and is readily available; or (iii) information where disclosure is required by law or is necessary in connection with a claim, dispute or litigation to which Executive is or becomes a party and the Company is given ten (10) business days prior written notice of the intent to make disclosure. For purposes hereof, "Software" shall mean all software owned, engineered, developed, licensed or sold by the Company, including the following: (A) all modifications, enhancements, fixes, updates, upgrades, bypasses and work-arounds, (B) the source code and object code for any of the foregoing; and (C) all operating systems, bridgeware, firmware, middleware or utilities.;
Appears in 1 contract
Samples: Employment Agreement (I Trax Inc)
