Common use of Noncompetition and Confidentiality Clause in Contracts

Noncompetition and Confidentiality. In consideration for providing the severance pay in Sec.8, the Executive agrees as follows: (a) The Executive shall not at any time, either during the term of his employment with the Company or after the termination of such employment for whatever reason, (i) Disclose to anyone (except to the extent necessary as a benefit to the Company in the performance of his duties and with prior written authorization by the Company) any trade secrets or confidential information, or (ii) Solicit or seek to employ any employee of the Company to leave the employ of such Company, or (iii) Solicit, recruit, or otherwise attempt to persuade the members or providers of the Company to leave such Company and do business with competing organizations. For purposes of (ii) and (iii) of this subsection, publication of an advertisement or notice in a publication of general solicitation shall not constitute solicitation or recruitment. (b) During the term of such employment, whatever it may be, and for a period of two years following termination of such employment under Sec.9(b) or for a period of six months following a termination of employment under Sec.9(c) (the "Non-Competition Period"), the Executive agrees that he shall not, directly or indirectly, on his own behalf, or as a member of any partnership, or as an officer, director, shareholder, agent, consultant, or employee of any other corporation or entity, compete with the Company or be engaged in, loan money or credit to, own any interest in, be employed by or otherwise participate in any other business which competes with the Company in (i) Ohio or (ii) any other geographic location (A) where the Company conducted business during the term of the Executive's employment by the Company or (B) where the Company, with the Executive's knowledge, had taken documented steps toward expanding into during the term of the Executive's employment by the Company. The foregoing shall not be construed to prohibit the Executive from owning, directly or indirectly, less than 5% of the securities of any class of any company listed on a national securities exchange or traded in the over-the-counter securities market which is not in direct competition with the Company. (i) If the Executive's employment with the company ceases under Section 9(a) or Section 9(d), then the Executive agrees that, for a period of two years following the leaving of the Company, he will not solicit any customer of the Company or any employee of the Company. The parties agree that the Executive will sign the Company's normal non-solicitation agreement. (c) The Executive understands that this section is an essential element of this agreement and that the Company would not have entered into this agreement without this section being included in it. The Executive has consulted with his legal counsel and has been fully advised concerning the reasonableness and propriety of this section in the specific context of the operations and business of the Company, and the Executive acknowledges that this section is reasonable and appropriate in all respects. In the event of any violation or attempted violation of this section, the Executive specifically acknowledges and agrees that the Company's remedy at law will be inadequate, that the Company, its business and business relationships will suffer irreparable injury and, therefore, the Company shall be entitled to injunctive relief upon such breach in addition to any other remedy to which it may be entitled, either in law or in equity, without the necessity of proof of actual damage. (d) As used in this agreement, the terms "trade secrets" and "confidential information" shall mean any information acquired by the Executive in the course of his employment which is not generally known to the public and which, if revealed to unauthorized persons, would be detrimental to the reputation or business interests of the Company and includes, but is not limited to, any information relating to the Company's and its affiliates and subsidiaries' business operations and structure, sales methods, practices and techniques, technical know-how, advertising, or marketing methods and practices, its provider relationship and membership lists (including customer names and addresses), and the Company's and its affiliates or subsidiaries' relationships with suppliers, providers, and potential providers, Executives, members and potential members or other persons or entities doing business with the Company.

Noncompetition and Confidentiality. In consideration for providing As part of a transaction in which Health Power acquired all of the severance pay in Sec.8outstanding capital stock of CMI, the Executive Employee and CMI agreed to substantially the following provisions in the Prior Employment Agreement. The Company the Employee hereby reaffirm the noncompetition and confidentiality provisions of the Prior Employment Agreement and, in consideration of the increase in base salary, the cash incentive bonus, and the stock options being granted pursuant to the Management Plan, the Employee agrees as follows: (a) The Executive Employee shall not at any time, either during the term of his employment with the Company or any of the other Health Power Companies (as defined below), or after the termination of such employment for whatever reason, (i) Disclose to anyone (except to the extent necessary as a benefit to the Company in the performance of his duties and with prior written authorization by the Company) any trade secrets or confidential information, or (ii) Solicit or seek to employ any employee of the any Health Power Company to leave the employ of such Company, or (iii) Solicit, recruit, or otherwise attempt to persuade the members or providers of the any Health Power Company to leave such Company and do business with competing organizations. For purposes of (ii) and (iii) of this subsection, publication of an advertisement or notice in a publication of general solicitation shall not constitute solicitation or recruitment. (b) During the term of such employment, whatever it may be, and for a period of within two years following the termination of such employment under Sec.9(b) or for a period of six months following a termination of employment under Sec.9(c) whatever reason (the "Non-Competition Period"), the Executive Employee agrees that he shall not, directly or indirectly, on his own behalf, or as a member of any partnership, or as an officer, director, shareholder, agent, consultant, or employee of any other corporation or entity, compete with the Company or any of the other Health Power Companies or be engaged in, loan money or credit to, own any interest in, be employed by or otherwise participate in any other business which competes with the Company in (i) Ohio or (ii) any other geographic location (A) where the Company conducted business during the term of the Executive's employment by the Company or (B) where the Company, with the Executive's knowledge, had taken documented steps toward expanding into during the term of the Executive's employment by the Company. The foregoing shall not be construed to prohibit the Executive from owning, directly or indirectly, less than 5% of the securities of any class of any company listed on a national securities exchange or traded in the over-the-counter securities market which is not in direct competition with the Company. (i) If the Executive's employment with the company ceases under Section 9(a) or Section 9(d), then the Executive agrees that, for a period of two years following the leaving of the Company, he will not solicit any customer of the Company or any employee of the Company. The parties agree that the Executive will sign the Company's normal non-solicitation agreement. (c) The Executive understands that this section is an essential element of this agreement and that the Company would not have entered into this agreement without this section being included in it. The Executive has consulted with his legal counsel and has been fully advised concerning the reasonableness and propriety of this section in the specific context of the operations and business of the Company, and the Executive acknowledges that this section is reasonable and appropriate in all respects. In the event of any violation or attempted violation of this section, the Executive specifically acknowledges and agrees that the Company's remedy at law will be inadequate, that the Company, its business and business relationships will suffer irreparable injury and, therefore, the Company shall be entitled to injunctive relief upon such breach in addition to any other remedy to which it may be entitled, either in law or in equity, without the necessity of proof of actual damage. (d) As used in this agreement, the terms "trade secrets" and "confidential information" shall mean any information acquired by the Executive in the course of his employment which is not generally known to the public and which, if revealed to unauthorized persons, would be detrimental to the reputation or business interests of the Company and includes, but is not limited to, any information relating to the Company's and its affiliates and subsidiaries' business operations and structure, sales methods, practices and techniques, technical know-how, advertising, or marketing methods and practices, its provider relationship and membership lists (including customer names and addresses), and the Company's and its affiliates or subsidiaries' relationships with suppliers, providers, and potential providers, Executives, members and potential members or other persons or entities doing business with the Company.or