Common use of Non-Competition and No Solicitation Clause in Contracts

Non-Competition and No Solicitation. (a) The Seller hereby specifically covenants and agrees with the Purchaser that neither the Seller nor any Affiliate of the Seller shall for a period of two (2) years immediately following the Effective Date within the United States: (i) Use or employ any of the data provided to the Seller under the License in the performance of a service line consulting business similar to that presently provided by the Business. (ii) Solicit any employees of the Purchaser for employment with the Seller nor hire any employees of the Purchaser except for any employee of the Purchaser who seeks employment with the Seller and initiates contact with the Seller, or an Affiliate of the Seller, in seeking such employment. (b) The Seller specifically convenants that it shall not seek to enforce the terms of any non-competition agreement it may have with any Transferred Employee or any former employee of the Business in the case where such individual seeks to be employed by Purchaser for the purpose of the providing services to the Business. (c) The Purchaser hereby specifically covenants for a period of two (2) years immediately following the Effective Date, within the United States, not to solicit any employees of the Seller for employment with the Purchaser, nor hire any employee of the Seller except for any employee of the Seller who seeks employment with the Purchaser and initiates contact with the Purchaser, or an Affiliate of the Purchaser, in seeking such employment. (d) The parties acknowledge and agree that the remedy at law available to either for any breach or violation or threatened breach or violation of any of the terms or provisions of this Section 5.10 by the breaching party would be inadequate, and agree and consent that, in addition to requiring the specific performance of any of these terms or provisions and any other rights or remedies which the non-breaching party may have at law or in equity, temporary and permanent injunctive relief may be granted in any proceeding which may be brought to enforce any of the terms and provisions of this Section 5.10. If any restriction on the non-breaching party contained in this Section 5.10 is too broad in time span, scope or area to permit enforcement thereof as written, then such restriction shall be enforced to the maximum extent permitted by law, and the breaching party hereby expressly consents and agrees that such time span, scope or area may be judicially modified accordingly in any proceeding brought to enforce such restrictions.

Non-Competition and No Solicitation. (a) The Seller hereby specifically covenants and agrees with the Purchaser that neither the Seller nor any Affiliate of the Seller shall for For a period of two (2) years immediately following twelve months from the Effective Date within the United Statesof this Agreement, Xxxxxx will not, directly or indirectly, whether as an individual, employee, director, consultant, investor, stockholder, partner, agent, principal, lender or advisor, or in any other capacity whatsoever, and whether personally or through other persons: (i) Use provide services to any person, firm, corporation or employ any other business enterprise whose primary business involves (A) owning or operating diagnostic imaging centers or the provision of the data provided diagnostic imaging services, (B) providing administrative, management or other information services to the Seller under the License radiology practices or (C) providing management services in the performance area of a service line consulting radiology, in each case unless she obtains the prior written consent of Radiologix. Radiologix conducts business similar across the entire United States and, thus, to that presently provided by enforce the Businesscovenants herein, the geographic area for purposes of this restriction is nationwide. (ii) Solicit solicit business from, attempt to do business with, or do business with any employees customer of Radiologix with whom Radiologix transacted business within the Purchaser preceding 12 months, and for which Xxxxxx contacted, called on, serviced, did business with or had significant contact with during Xxxxxx'x employment with the Seller nor hire any employees of the Purchaser except for any employee of the Purchaser who seeks employment with the Seller and initiates contact with the Seller, or an Affiliate of the Seller, in seeking such employmentRadiologix. (biii) The Seller specifically convenants that it shall not seek solicit, or attempt to enforce encourage or solicit, any individual to leave Radiologix's employ for any reason or interfere in any other manner with the terms of any non-competition agreement it may have with any Transferred Employee employment relationships between Radiologix and its current or prospective employees or any former employee of the Business in the case where such individual seeks to be who has been employed by Purchaser for the purpose of the providing services to the BusinessRadiologix within ninety days preceding Xxxxxx'x termination. (civ) The Purchaser hereby specifically covenants for a period directly or indirectly induce or attempt to induce any provider, payor, customer, supplier, distributor, licensee or other business relation of two (2) years immediately following the Effective DateRadiologix to cease doing, within the United Statesor curtail, not to solicit business with Radiologix or in any employees of the Seller for employment way interfere with the Purchaserexisting business relationship between any such customer, nor hire supplier, distributor, licensee or other business relation and Radiologix. If any employee of the Seller except for any employee of the Seller who seeks employment with the Purchaser restriction set forth in this paragraph is held to be unreasonable and/or unenforceable as written, Xxxxxx and initiates contact with the Purchaser, or an Affiliate of the Purchaser, in seeking such employment. (d) The parties acknowledge and Radiologix agree that the remedy at law restriction may be reformed to make it enforceable, and the restriction shall remain in full force and effect as reformed. Xxxxxx acknowledges that the restrictions contained in this paragraph in view of the nature of Radiologix's business, are reasonable and necessary to protect Radiologix's legitimate business interests and that any violation of this paragraph would result in irreparable injury to Radiologix, and that monetary damages may not be sufficient to compensate Radiologix for any economic loss which may be incurred by reason of breach of the foregoing restrictive covenants. In the event of a breach or a threatened breach by Xxxxxx of any provision in this paragraph, Radiologix shall be entitled to a temporary restraining order and injunctive relief restraining Xxxxxx from the commission of any breach, and to recover Radiologix's attorneys' fees, costs and expenses related to the breach or threatened breach. Nothing contained in this paragraph shall be construed as prohibiting Radiologix from pursuing any other remedies available to either it for any breach or violation threatened breach, including, without limitation, the recovery of money damages, attorneys' fees, and costs. The restrictions in this paragraph shall each be construed as independent of any other provisions in this Agreement, and the existence of any claim or threatened breach cause of action by Xxxxxx against Radiologix, whether predicated on this Agreement or violation otherwise, shall not constitute a defense to the enforcement of this Agreement. If Xxxxxx violates any of the terms or provisions of this Section 5.10 by the breaching party would be inadequate, and agree and consent that, in addition to requiring the specific performance of any of these terms or provisions and any other rights or remedies which the non-breaching party may have at law or in equity, temporary and permanent injunctive relief may be granted in any proceeding which may be brought to enforce any of the terms and provisions of this Section 5.10. If any restriction on the non-breaching party restrictions contained in this Section 5.10 is too broad paragraph, the restrictive period will be suspended and will not run in favor of Xxxxxx from the time span, scope or area of the commencement of any violation until the time when Xxxxxx cures the violation to permit enforcement thereof as written, then such restriction shall be enforced to the maximum extent permitted by law, and the breaching party hereby expressly consents and agrees that such time span, scope or area may be judicially modified accordingly in any proceeding brought to enforce such restrictionsRadiologix's satisfaction.

Non-Competition and No Solicitation. (a) The Seller hereby specifically covenants and agrees with Without the Purchaser that neither the Seller nor any Affiliate prior written consent of the Seller shall for a Board, during the period of two (2) years immediately following that the Effective Date within the United States: (i) Use or employ any of the data provided to the Seller under the License Executive is employed by Xxxxxxxx and, in the performance of a service line consulting business similar to that presently provided by event the Business. (ii) Solicit any employees of the Purchaser for Executive terminates his employment with the Seller nor hire any employees of the Purchaser except Employer for any employee reason other than as a result of a material breach by the Purchaser who seeks employment with the Seller and initiates contact with the Seller, or an Affiliate of the Seller, in seeking such employment. (b) The Seller specifically convenants that it shall not seek to enforce the terms of any non-competition agreement it may have with any Transferred Employee or any former employee of the Business in the case where such individual seeks to be employed by Purchaser for the purpose of the providing services to the Business. (c) The Purchaser hereby specifically covenants for a period of two (2) years immediately following the Effective Date, within the United States, not to solicit any employees of the Seller for employment with the Purchaser, nor hire any employee of the Seller except for any employee of the Seller who seeks employment with the Purchaser and initiates contact with the Purchaser, or an Affiliate of the Purchaser, in seeking such employment. (d) The parties acknowledge and agree that the remedy at law available to either for any breach or violation or threatened breach or violation Employer of any of the terms Employer’s obligations under this Agreement, or provisions DocuSign Envelope ID: C6F9EDA1-00CB-4CB6-A32D-D87BC472EC68 any other agreement to which the Executive and the Employer are now or hereafter parties, for one (1) year thereafter, the Executive will not, directly or indirectly, whether as owner, partner, DocuSign Envelope ID: C6F9EDA1-00CB-4CB6-A32D-D87BC472EC68 shareholder, consultant, agent, employee, co-venturer or otherwise, engage, participate, assist or invest in any Competing Business (as hereinafter defined). Without the prior written consent of this Section 5.10 the Board, during the period that the Executive is employed by the breaching party would be inadequateEmployer and, and agree and consent that, (x) in addition to requiring the specific performance event of the termination of the Executive’s employment by the Employer with Cause or (y) in the event the Executive terminates his employment with the Employer for any reason other than as a result of a material breach by the Employer of any of these terms the Employer’s obligations under this Agreement, or provisions and any other rights or remedies agreement to which the non-breaching party may have at law Executive and the Employer are now or in equityhereafter parties, temporary for one (1) year thereafter, the Executive will refrain from directly or indirectly employing, attempting to employ, recruiting or otherwise soliciting, inducing or influencing any person to leave employment with the Employer, and permanent injunctive relief may be granted in also will refrain from soliciting or encouraging any proceeding which may be brought customer or supplier to enforce any of terminate or otherwise modify adversely its business relationship with the terms and provisions of this Section 5.10Employer. If any restriction on The Executive understands that the non-breaching party contained restrictions set forth in this Section 5.10 is too broad 7(d) are intended to protect the Parent’s and Employer’s interest in time spantheir Confidential Information and established employee, scope or area to permit enforcement thereof as writtencustomer and supplier relationships and goodwill, then such restriction shall be enforced to the maximum extent permitted by law, and the breaching party hereby expressly consents and agrees that such time spanrestrictions are reasonable and appropriate for this purpose. For purposes of this Agreement, scope the term “Competing Business” shall mean any business that provides or area may be judicially modified accordingly intends to provide the same or similar services as those provided by the Parent and/or the Employer or any of its subsidiaries in any proceeding brought geographic area then served by Parent (which for this purpose only shall be defined as being within 100 miles of any office or data center currently used or operated by the Parent or any subsidiary of Parent or the Employer) and/or the Employer or any of their subsidiaries. Notwithstanding the foregoing, the Executive may own up to enforce such restrictionstwo percent (2%) of the outstanding stock of a publicly held corporation.

Non-Competition and No Solicitation. (a) The Seller hereby specifically covenants and agrees with Without the Purchaser that neither the Seller nor any Affiliate prior written consent of the Seller shall for a Board, during the period of two (2) years immediately following that the Effective Date within the United States: (i) Use or employ any of the data provided to the Seller under the License Executive is employed by Employer and, in the performance of a service line consulting business similar to that presently provided by event the Business. (ii) Solicit any employees of the Purchaser for Executive terminates his employment with the Seller nor hire any employees of the Purchaser except Employer for any employee reason other than as a result of a material breach by the Purchaser who seeks employment with the Seller and initiates contact with the Seller, or an Affiliate of the Seller, in seeking such employment. (b) The Seller specifically convenants that it shall not seek to enforce the terms of any non-competition agreement it may have with any Transferred Employee or any former employee of the Business in the case where such individual seeks to be employed by Purchaser for the purpose of the providing services to the Business. (c) The Purchaser hereby specifically covenants for a period of two (2) years immediately following the Effective Date, within the United States, not to solicit any employees of the Seller for employment with the Purchaser, nor hire any employee of the Seller except for any employee of the Seller who seeks employment with the Purchaser and initiates contact with the Purchaser, or an Affiliate of the Purchaser, in seeking such employment. (d) The parties acknowledge and agree that the remedy at law available to either for any breach or violation or threatened breach or violation Employer of any of the terms Employer’s obligations under this Agreement, or provisions any other agreement to which the Executive and the Employer are now or hereafter parties, for one (1) year thereafter, the Executive will not, directly or indirectly, whether as owner, partner, shareholder, consultant, agent, employee, co-venturer or otherwise, engage, participate, assist or invest in any Competing Business (as hereinafter defined). Without the prior written consent of this Section 5.10 the Board, during the period that the Executive is employed by the breaching party would be inadequateEmployer and, and agree and consent that, (x) in addition to requiring the specific performance event of the termination of the Executive’s employment by the Employer with Cause or (y) in the event the Executive terminates his employment with the Employer for any reason other than as a result of a material breach by the Employer of any of these terms the Employer’s obligations under this Agreement, or provisions and any other rights or remedies agreement to which the non-breaching party may have at law Executive and the Employer are now or in equityhereafter parties, temporary for one (1) year thereafter, the Executive will refrain from directly or indirectly employing, attempting to employ, recruiting or otherwise soliciting, inducing or influencing any person to leave employment with the Employer, and permanent injunctive relief may be granted in also will refrain from soliciting or encouraging any proceeding which may be brought customer or supplier to enforce any of terminate or otherwise modify adversely its business relationship with the terms and provisions of this Section 5.10Employer. If any restriction on The Executive understands that the non-breaching party contained restrictions set forth in this Section 5.10 is too broad 7(d) are intended to protect the Parent’s and Employer’s interest in time spantheir Confidential Information and established employee, scope or area to permit enforcement thereof as writtencustomer and supplier relationships and goodwill, then such restriction shall be enforced to the maximum extent permitted by law, and the breaching party hereby expressly consents and agrees that such time spanrestrictions are reasonable and appropriate for this purpose. For purposes of this Agreement, scope the term “Competing Business” shall mean any business that provides or area may be judicially modified accordingly intends to provide the same or similar services as those provided by the Parent and/or the Employer or any of its subsidiaries in any proceeding brought geographic area then served by Parent (which for this purpose only shall be defined as being within 100 miles of any office or data center currently used or operated by the Parent or any subsidiary of Parent or the Employer) and/or the Employer or any of their subsidiaries. Notwithstanding the foregoing, the Executive may own up to enforce such restrictionstwo percent (2%) of the outstanding stock of a publicly held corporation.