Common use of Non-Competition; Equitable Relief; Forfeiture of Severance Benefits Clause in Contracts

Non-Competition; Equitable Relief; Forfeiture of Severance Benefits. (a) As an inducement to the Company to enter into this Agreement, and to reduce the cost to the Company of monitoring and enforcing compliance with confidentiality obligations contained in Section 6, the Employee agrees that he will not, directly or indirectly: (i) own (except passive ownership of less than 1% of a publicly traded company), manage, operate, control, participate in, enter into employment with, or render services or assistance of any kind to any business or organization (other than the Company) which is, in whole or in part, involved in a Restricted Area (as defined below) or undertake activities in the Restricted Area during the Restricted Period (as defined below). For purposes of this Agreement, “Restricted Area” means (A) the general area of measurement and improvement solutions, (B) data analytics and decision support tools focused on healthcare quality, and (C) products or services related to improvement solutions, educational programs, or taking any actions on, or publishing or reporting results in connection with, the general area of quality and performance, in all cases described in the foregoing clauses (A), (B) and (C), to or about healthcare or related institutions or employees thereof, or medical or other professionals operating in the health care industry, anywhere in North America, South America or Asia or any other geographic location where PGA Holdings or any of its subsidiaries operates. “Restricted Area” also includes (x) consulting services and solutions relating to quality and performance improvement, or (y) any other business that PGA Holdings or any of its subsidiaries is taking or has taken specific actions in furtherance of engaging in (so long as the Employee knew or reasonably should have known about such actions);

Non-Competition; Equitable Relief; Forfeiture of Severance Benefits. (a) As an inducement to the Company to enter into this Agreement, and to reduce the cost to the Company of monitoring and enforcing compliance with confidentiality obligations contained in Section 6, the Employee agrees that he will not, directly or indirectly: (i) own (except passive ownership of less than 12% of a publicly traded company), manage, operate, control, participate in, enter into employment with, or render services or assistance of any kind to any business or organization (other than the Company) which is, in whole or in part, involved in a Restricted Area (as defined below) or undertake activities in the Restricted Area during the Restricted Period (as defined below). For purposes of this Agreement, “Restricted Area” means (A) the general area of measurement and improvement solutions, (B) data analytics and decision support tools focused on healthcare quality, and (C) products or services related to improvement solutions, educational programs, or taking any actions on, or publishing or reporting results in connection with, the general area of quality and performance, in all cases described in the foregoing clauses (A), (B) and (C), to or about (i) healthcare or related institutions or employees thereof, or (ii) medical or other professionals operating in the health care industry, anywhere anywhere, in North Americathe case of (i) or (ii), South America or Asia in the United States or any other geographic location in North America where PGA Holdings or any of its subsidiaries operates. “Restricted Area” also includes (x) consulting services and solutions relating to quality and performance improvementimprovement in healthcare or related institutions, or (y) any other business that PGA Holdings or any of its subsidiaries is taking or has taken specific actions in furtherance of engaging in (so long as the Employee knew or reasonably should have known about such actions);

Non-Competition; Equitable Relief; Forfeiture of Severance Benefits. (a) As an inducement to the Company and PGA to enter into this Agreement, and to reduce the cost to the Company and PGA of monitoring and enforcing compliance with confidentiality obligations contained in Section 6, the Employee agrees that he will not, directly or indirectly: (i) own (except passive ownership of less than 12% of a publicly traded company), manage, operate, control, participate in, enter into employment with, or render services or assistance of any kind to any business or organization (other than the CompanyCompany or any of its subsidiaries) which is, in whole or in part, involved in a Restricted Area (as defined below) or undertake activities in the Restricted Area during the Restricted Period (as defined below). For purposes of this Agreement, “Restricted Area” means (A) the general area of measurement and improvement solutions, (B) data analytics and decision support tools focused on healthcare quality, and (C) products or services related to improvement solutions, educational programs, or taking any actions on, or publishing or reporting results in connection with, the general area of quality and performance, in all cases described in the foregoing clauses (A), (B) and (C), to or about (i) healthcare, (ii) healthcare or related institutions or employees thereof, or (iii) medical or other professionals operating in the health care industry, anywhere anywhere, in North Americathe case of (i), South America (ii) or Asia (iii), in the United States or any other geographic location in North America where PGA Holdings the Company or any of its subsidiaries operates. The term “Restricted Area” also includes (x) consulting services and solutions relating to quality and performance improvementimprovement in healthcare or related institutions, or (y) any other business that PGA Holdings the Company or any of its subsidiaries is taking or has taken specific actions in furtherance of engaging in (so long as the Employee knew or reasonably should have known about such actions); notwithstanding the foregoing, nothing in this Agreement shall prohibit the Employee from, directly or indirectly, (a) owning, managing, operating, controlling, participating in, entering into employment with, or rendering services or assistance of any kind to a business or organization that as its primary source of business provides total cost management solutions, manages hospitals, sells medical devices, provides direct patient care (including homecare, dialysis, outpatient imaging, outpatient surgery), provides physician practice management, manages a health insurance plan, engages in disease management, provides supply distribution, or engages in direct to consumer healthcare product sales, or (b) owning, managing, operating, controlling, participating in, entering into employment with, or rendering services or assistance of any kind to a private equity fund; or (c) owning, managing, operating, controlling, participating in, entering into employment with, or rendering services or assistance to revenue cycle service companies; so long as the Employee, in the case of (a), (b) or (c), recuses himself from and does not participate in any activity of these companies (including any board or management or similar discussions, including any strategic discussions) if the activity is competitive with or involves discussions regarding any activity that is competitive with the Restricted Area;

Non-Competition; Equitable Relief; Forfeiture of Severance Benefits. (a) As an inducement to the Company to enter into this Agreement, to protect the Company’s legitimate and protectable business interests in securing the Confidential Information to which Employee will have access during his employment, and to reduce the cost to the Company of monitoring and enforcing compliance with confidentiality obligations contained in Section 6, unless otherwise permitted by applicable law, the Employee agrees that he will not, directly or indirectly: (i) own (except passive ownership of less than 1% of a publicly traded company), manage, operate, control, participate in, enter into employment with, or render services or assistance of any kind to any business or organization (other than the Company) which is, in whole or in part, involved in a Restricted Area (as defined below) or undertake activities in the Restricted Area during the Restricted Period (as defined below); provided, however, that the foregoing shall not preclude the Employee from being employed by or providing services to, in each case, an organization engaged in the practice of medicine or a health insurance company. For purposes of this Agreement, “Restricted Area” means (A) the general area of measurement and improvement solutionsproducts or services relating to measurement, performance improvement, or quality, (B) data analytics and analytics, decision support tools focused on healthcare qualityor benchmarking solutions, and (C) products or services related that measure or improve patient satisfaction or the patient experience, and (D) products or services that relate to the measurement, assessment or improvement solutions, educational programs, of the engagement or taking any actions on, or publishing or reporting results in connection with, the general area satisfaction of quality and performanceemployees (including physicians), in all cases described in the foregoing clauses (A), (B) and (C), to or about ) within the healthcare or related institutions or employees thereof, or medical or other professionals operating in the health care industry, industry and anywhere in North America, South America America, Europe, or Asia or any other geographic location where PGA Holdings or any of its subsidiaries operates. “Restricted Area” shall also includes (x) consulting services and solutions relating to quality and performance improvement, or (y) include any other business that PGA Holdings or any of its subsidiaries is taking or has taken specific actions in furtherance of engaging in (so long as the Employee knew or reasonably should have known about such actions);

Non-Competition; Equitable Relief; Forfeiture of Severance Benefits. (a) As an inducement to the Company to enter into this Agreement, and to reduce the cost to the Company of monitoring and enforcing compliance with confidentiality obligations contained in Section 6, the Employee agrees that he she will not, directly or indirectly: (i) own (except passive ownership of less than 11 % of a publicly traded company), manage, operate, control, participate in, enter into employment with, or render services or assistance of any kind to any business or organization (other than the Company) which is, in whole or in part, involved in a Restricted Area (as defined below) or undertake activities in the Restricted Area during the Restricted Period (as defined below). For purposes of this Agreement, “Restricted Area” means (A) the general area of measurement and improvement solutions, (B) data analytics and decision support tools focused on healthcare quality, and (C) products or services related to improvement solutions, educational programs, or taking any actions on, or publishing or reporting results in connection with, the general area of quality and performance, in all cases described in the foregoing clauses (A), (B) and (C), to or about healthcare or related institutions or employees thereof, or medical or other professionals operating in the health care industry, anywhere in North America, South America or Asia or any other geographic location where PGA Holdings or any of its subsidiaries operates. “Restricted Area” also includes (x) consulting services and solutions relating to quality and performance improvement, or (y) any other business that PGA Holdings or any of its subsidiaries is taking or has taken specific actions in furtherance of engaging in (so long as the Employee knew or reasonably should have known about such actions);