Common use of Non-Solicitation; No-Hire Clause in Contracts

Non-Solicitation; No-Hire. Executive acknowledges that the identity and particular needs of Allscripts’ customers are not generally known in the health care information technology and consulting industry and were not known to Executive prior to Executive’s employment with Allscripts; that Allscripts has near permanent relationships with, and a proprietary interest in the identity of, its customers and their particular needs and requirements; and that documents and information regarding Allscripts’ pricing, sales, costs and specialized requirements of Allscripts’ customers are highly confidential and constitute trade secrets. Accordingly, Executive covenants and agrees that during the Employment Period and for a period of twelve (12) months after the Termination Date, regardless of the reason for such termination, Executive will not, except on behalf of Allscripts during and within the authorized scope of Executive’s employment with Allscripts, directly or indirectly: (i) call on, solicit or otherwise deal with any accounts, customers or prospects of Allscripts which Executive called upon, contacted, solicited, sold to, or about which Executive learned Confidential Information (as defined herein) while employed by Allscripts, for the purpose of soliciting, selling and/or providing, to any such account, customer or prospect, any products or services similar to or in competition with any products or services then-being represented or sold by Allscripts; and (ii) solicit, or accept if offered to Executive, with or without solicitation, the services of any person who is an employee of Allscripts, nor solicit any employee of Allscripts to terminate employment with Allscripts, nor agree to hire on behalf of Executive or any entity or other person any employee of Allscripts into employment with Executive or any other person or entity. Executive agrees not to solicit, directly or indirectly, such accounts, customers, prospects or employees for Executive or for any other person or entity. For purposes of this paragraph, “prospects” means entities or individuals which have had more than de minimus contact with Allscripts in the context of entering into a relationship with Allscripts being a provider of products or services to such entity or individual.

Non-Solicitation; No-Hire. Executive acknowledges that the identity and particular needs of Allscripts3D Systems’ customers are not generally known in the health care information technology and consulting industry and were not known to Executive prior to Executive’s employment with Allscripts3D Systems; that Allscripts 3D Systems has near permanent relationships with, and a proprietary interest in the identity of, its customers and their particular needs and requirements; and that documents and information regarding Allscripts3D Systems’ pricing, sales, costs and specialized requirements of Allscripts3D Systems’ customers are highly confidential and constitute trade secrets. Accordingly, Executive covenants and agrees that during the Employment Period and for a period of twelve (12) months after the Termination Date, regardless of the reason for such termination, Executive will not, except on behalf of Allscripts 3D Systems during and within the authorized scope of Executive’s employment with Allscripts3D Systems, directly or indirectly: (i) call on, sell to, solicit or otherwise deal with any accounts, customers or prospects of Allscripts 3D Systems which Executive called upon, contacted, solicited, sold to, or about which Executive learned Confidential Information (as defined herein) while employed by Allscripts3D Systems, for the purpose of soliciting, selling and/or providing, to any such account, customer or prospect, any products or services similar to or in competition with any products or services then-then being represented or sold by Allscripts3D Systems; and or (ii) solicit, or accept if offered to Executive, with or without solicitation, the services of any person who is an employee of Allscripts, nor 3D Systems; or (iii) solicit any employee of Allscripts 3D Systems to terminate employment with Allscripts, nor 3D Systems; or (iv) agree to hire on behalf of Executive or any entity or other person any employee of Allscripts 3D Systems into employment with Executive or any other person or entity. Executive agrees not to solicit, directly or indirectly, such accounts, customers, prospects or employees for Executive or for any other person or entity. For purposes of this paragraph, “prospects” means entities or individuals which have had more than de minimus minimis contact with Allscripts 3D Systems in the context of entering into a relationship with Allscripts 3D Systems being a provider or seller of products or services to such entity or individual.

Non-Solicitation; No-Hire. Executive acknowledges that the identity and particular needs of Allscripts3D Systems’ customers are not generally known in the health care information technology and consulting industry and were not known to Executive prior to Executive’s employment with Allscripts3D Systems; that Allscripts 3D Systems has near permanent relationships with, and a proprietary interest in the identity of, its customers and their particular needs and requirements; and that documents and information regarding Allscripts3D Systems’ pricing, sales, costs and specialized requirements of Allscripts3D Systems’ customers are highly confidential and constitute trade secrets. Accordingly, Executive covenants and agrees that during the Employment Period and for a period of twelve (12) months after the Termination Separation Date, regardless of the reason for such termination, Executive will not, except on behalf of Allscripts during and within the authorized scope of Executive’s employment with Allscripts, not directly or indirectly: (i) call on, sell to, solicit or otherwise deal with any accounts, customers or prospects of Allscripts 3D Systems which Executive called upon, contacted, solicited, sold to, or about which Executive learned Confidential Information (as defined herein) while employed by Allscripts3D Systems, for the purpose of soliciting, selling and/or providing, to any such account, customer or prospect, any products or services similar to or in competition with any products or services then-then being represented or sold by Allscripts3D Systems; and or (ii) solicit, or accept if offered to Executive, with or without solicitation, the services of any person who is an employee of Allscripts, nor 3D Systems; or (iii) solicit any employee of Allscripts 3D Systems to terminate employment with Allscripts, nor 3D Systems; or (iv) agree to hire on behalf of Executive or any entity or other person any employee of Allscripts 3D Systems into employment with Executive or any other person or entity. Executive agrees not to solicit, directly or indirectly, such accounts, customers, prospects or employees for Executive or for any other person or entity. For purposes of this paragraph, “prospects” means entities or individuals which have had more than de minimus minimis contact with Allscripts 3D Systems in the context of entering into a relationship with Allscripts 3D Systems being a provider or seller of products or services to such entity or individual.

Non-Solicitation; No-Hire. Executive acknowledges that the identity and particular needs of Allscripts’ customers are not generally known in the health care information technology and consulting industry and were not known to Executive prior to Executive’s employment with Allscripts; that Allscripts has near permanent relationships with, and a proprietary interest in the identity of, its customers and their particular needs and requirements; and that documents and information regarding Allscripts’ pricing, sales, costs and specialized requirements of Allscripts’ customers are highly confidential and constitute trade secrets. Accordingly, Executive covenants and agrees that during the Employment Period and for a period of twelve (12) months after the Termination Date, regardless of the reason for such termination, Executive will not, except on behalf of Allscripts during and within the authorized scope of Executive’s employment with Allscripts, directly or indirectly: (i1) call on, solicit or otherwise deal with any accounts, customers or prospects of Allscripts which Executive called upon, contacted, solicited, sold to, or about which Executive learned Confidential Information (as defined herein) while employed by Allscripts, for the purpose of soliciting, selling and/or providing, to any such account, customer or prospect, any products or services similar to or in competition with any products or services then-being represented or sold by Allscripts; and (ii) solicit, or accept if offered to Executive, with or without solicitation, the services of any person who is an employee of Allscripts, nor solicit any employee of Allscripts to terminate employment with Allscripts, nor agree to hire on behalf of Executive or any entity or other person any employee of Allscripts into employment with Executive or any other person or entity. Executive agrees not to solicit, directly or indirectly, such accounts, customers, prospects or employees for Executive or for any other person or entity. For purposes of this paragraph, “prospects” means entities or individuals which have had more than de minimus minimis contact with Allscripts in the context of entering into a relationship with Allscripts being a provider of products or services to such entity or individual. The parties acknowledge and agree that Executive’s service as member or nonexecutive chairman of the Board of Directors of any or all of iMDsoft, Inc., I.M.D Parent Ltd., or I.M.D. Soft Ltd., including any services incidental thereto (collectively, the “Permitted Services”), shall not constitute a breach of this Section 5.1 so long as Executive does not personally engage in, or direct others (in a manner specifically targeted to any customer or employee otherwise restricted pursuant to this Section 5.1) to engage in, the activities prohibited by this Section 5.1.

Non-Solicitation; No-Hire. Executive acknowledges that the identity and particular needs of Allscripts’ customers are not generally known in the health care information technology and consulting industry and were not known to Executive prior to Executive’s employment with Allscripts; that Allscripts has near permanent relationships with, and a proprietary interest in the identity of, its customers and their particular needs and requirements; and that documents and information regarding Allscripts’ pricing, sales, costs and specialized requirements of Allscripts’ customers are highly confidential and constitute trade secrets. Accordingly, Executive covenants and agrees that during the Employment Period and for a period of twelve (12) months after the Termination Date, regardless of the reason for such termination, Executive will not, except on behalf of Allscripts during and within the authorized scope of Executive’s employment with Allscripts, directly or indirectly: ; (i) call on, solicit or otherwise deal with any accounts, customers or prospects of Allscripts which Executive called upon, contacted, solicited, sold to, or about which Executive learned Confidential Information (as defined herein) while employed by Allscripts, for the purpose of soliciting, selling and/or providing, to any such account, customer or prospect, any products or services similar to or in competition with any products or services then-being represented or sold by Allscripts; and (ii) solicit, or accept if offered to Executive, with or without solicitation, the services of any person who is an employee of Allscripts, nor solicit any employee of Allscripts to terminate employment with Allscripts, nor agree to hire on behalf of Executive or any entity or other person any employee of Allscripts into employment with Executive or any other person or entity. Executive agrees not to solicit, directly or indirectly, such accounts, customers, prospects or employees for Executive or for any other person or entity. For purposes of this paragraph, “prospects” means entities or individuals which have had more than de minimus contact with Allscripts in the context of entering into a relationship with Allscripts being a provider of products or services to such entity or individual.

Non-Solicitation; No-Hire. Executive acknowledges that the identity and particular needs of Allscripts’ customers are not generally known in the health care information technology and consulting industry and were not known to Executive prior to Executive’s employment with Allscripts; that Allscripts has near permanent relationships with, and a proprietary interest in the identity of, its customers and their particular needs and requirements; and that documents and information regarding Allscripts’ pricing, sales, costs and specialized requirements of Allscripts’ customers are highly confidential and constitute trade secrets. Accordingly, Executive covenants and agrees agrees, which covenant and agreement is the essence of this Section 5 and the benefits and mutual promises provided under this Agreement, that during the Employment Period and for a period of twelve (12) months after the Termination Date, regardless of the reason for such termination, Executive will not, except on behalf of Allscripts during and within the authorized scope of Executive’s employment with Allscripts, directly or indirectly: (i) call on, solicit or otherwise deal with any accounts, customers or prospects of Allscripts which Executive called calls upon, contactedcontacts, solicitedsolicits, sold sells to, or about which Executive learned Confidential Information (as defined herein) while employed by Allscripts, for the purpose of soliciting, selling and/or providing, to any such account, customer or prospect, any products or services similar to or in competition with any products or services then-being represented or sold by Allscripts; and (ii) solicit, or accept if offered to Executive, with or without solicitation, the services of any person who is an employee of Allscripts, nor solicit any employee of Allscripts to terminate employment with Allscripts, nor agree to hire on behalf of Executive or any entity or other person any employee of Allscripts into employment with Executive or any other person or entity. Executive agrees not to solicit, directly or indirectly, such accounts, customers, prospects or employees for Executive or for any other person or entity. For purposes of this paragraph, “prospects” means entities or individuals which have had more than de minimus contact with a member of Allscripts in the context of entering into a relationship with a member of Allscripts being a provider of products or services to such entity or individual.

Non-Solicitation; No-Hire. Executive acknowledges that the identity and particular needs of Allscripts’ customers are not generally known in the health care information technology and consulting industry and were not known to Executive prior to Executive’s employment with Allscripts; that Allscripts has near permanent relationships with, and a proprietary interest in the identity of, its customers and their particular needs and requirements; and that documents and information regarding Allscripts’ pricing, sales, costs and specialized requirements of Allscripts’ customers are highly confidential and constitute trade secrets. Accordingly, Executive covenants and agrees that during the Employment Period and for a period of twelve (12) months after the Termination Date, regardless of the reason for such termination, Executive will not, except on behalf of Allscripts during and within the authorized scope of Executive’s employment with Allscripts, directly or indirectly: (i) call on, solicit or otherwise deal with any accounts, customers or prospects of Allscripts which Executive called upon, contacted, solicited, sold to, or about which Executive learned Confidential Information (as defined herein) while employed by Allscripts, for the purpose of soliciting, selling and/or providing, to any such account, customer or prospect, any products or services similar to or in competition with any products or services then-being represented or sold by Allscripts; and (ii) solicit, or accept if offered to Executive, with or without solicitation, the services of any person who is an employee of Allscripts, nor solicit any employee of Allscripts to terminate employment with Allscripts, nor agree to hire on behalf of Executive or any entity or other person any employee of Allscripts into employment with Executive or any other person or entity. Executive agrees not to solicit, directly or indirectly, such accounts, customers, prospects or employees for Executive or for any other person or entity. For purposes of this paragraph, “prospects” means entities or individuals which have had more than de minimus minimis contact with Allscripts in the context of entering into a relationship with Allscripts being a provider of products or services to such entity or individual.

Non-Solicitation; No-Hire. Executive acknowledges that the identity and particular needs of Allscripts’ customers are not generally known in the health care information technology and consulting industry and were not known to Executive prior to Executive’s employment with Allscripts; that Allscripts has near permanent relationships with, and a proprietary interest in the identity of, its customers and their particular needs and requirements; and that documents and information regarding Allscripts’ pricing, sales, costs and specialized requirements of Allscripts’ customers are highly confidential and constitute trade secrets. Accordingly, Executive covenants and agrees that during the Employment Period and for a period of twelve (12) months after the Termination Date, regardless of the reason for such termination, Executive will not, except on behalf of Allscripts during and within the authorized scope of Executive’s employment with Allscripts, directly or indirectly: (i) call on, solicit or otherwise deal with any accounts, customers or prospects of Allscripts which Executive called upon, contacted, solicited, sold to, or about which Executive learned Confidential Information (as defined herein) while employed by Allscripts, for the purpose of soliciting, selling and/or providing, to any such account, customer or prospect, any products or services similar to or in competition with any products or services then-being represented or sold by Allscripts; and (ii) solicit, or accept if offered to Executive, with or without solicitation, the services of any person who is an employee of Allscripts, nor solicit any employee of Allscripts to terminate employment with Allscripts, nor agree to hire on behalf of Executive or any entity or other person any employee of Allscripts into employment with Executive or any other person or entity. Executive agrees not to solicit, directly or indirectly, such accounts, customers, prospects or employees for Executive or for any other person or entity. For purposes of this paragraph, “prospects” means entities or individuals which have had more than de minimus contact with Allscripts in the context of entering into a relationship with Allscripts being a provider of products or services to such entity or individual.

Non-Solicitation; No-Hire. Executive acknowledges that the identity and particular needs of Allscripts’ the Company Group’s customers are not generally known in the health care information technology and consulting industry and were not known to Executive prior to Executive’s employment with Allscriptsindustry; that Allscripts the Company Group has near permanent relationships with, and a proprietary interest in the identity of, its customers and their particular needs and requirements; and that documents and information regarding Allscripts’ the Company Group’s pricing, sales, costs and specialized requirements of Allscripts’ the Company Group’s customers are highly confidential and constitute trade secrets. Accordingly, Executive covenants and agrees agrees, which covenant and agreement is the essence of this Section 5 and the benefits and mutual promises provided under this Agreement, that during the Employment Period and for a period of twelve eighteen (1218) months after the Termination Date, regardless of the reason for such termination, Executive will not, except on behalf of Allscripts during and within the authorized scope of Executive’s employment with AllscriptsCompany Group, directly or indirectly: (i) call on, on or solicit any Prospects or otherwise deal with any accounts, accounts or customers or prospects of Allscripts the Company Group which Executive called upon, contacted, solicited, solicited or sold to, or about which Executive learned Confidential Information (as defined herein) to while employed by Allscriptsthe Company Group, for the purpose of soliciting, selling and/or providing, to any such accountProspect, customer account or prospectcustomer, any products or services similar to or in competition with any products or services then-being represented or sold by Allscriptsthe Company Group; and (ii) solicit, or accept if offered to Executive, with or without solicitation, the services of any person who is an employee of Allscriptsthe Company Group, nor solicit any employee of Allscripts the Company Group to terminate employment with Allscriptsthe Company Group, nor agree to hire on behalf of Executive or any entity or other person any employee of Allscripts the Company Group into employment with Executive or any other person or entity; provided, however, specifically excluded from this clause (ii) is Executive’s hiring or solicitation for hire of his administrative assistant, Xxxxxx Xxxxxxx. Executive agrees not to solicitsolicit in violation of clause (i) above such Prospects, directly or indirectly, such accounts, customers, prospects customers or employees for Executive or for any other person person, corporation, partnership or other business entity. For purposes of this paragraph, “prospectsProspects” means entities or individuals which have had more than de minimus direct contact with Allscripts in Executive for the context purpose of entering having such entity or individual enter into a relationship with Allscripts being a provider member of the Company Group for the purpose of providing products or services to such entity or individual.