Common use of Physician Non-Competition Covenant Clause in Contracts

Physician Non-Competition Covenant. a. The Physician recognizes that the covenants of the Physician contained in this Section 18.1 are an essential part of this Agreement and that, but for the agreement of the Physician to comply with such covenants, Vision 21 would not have entered into this Agreement. The Physician acknowledges and agrees that the Physician's covenant not to compete is necessary to ensure the continuation of the Management Business (as defined below) and is necessary to protect the reputation of Vision 21, and that irreparable and irrevocable harm and damage will be done to Vision 21 if the Physician competes with the Management Business or Vision 21. The Physician accordingly agrees that for the periods set forth in the Business Management Agreement, the Physician shall not: i) directly or indirectly, either as principal, agent, independent contractor, consultant, director, officer, employee, employer, advisor, stockholder, partner or in any other individual or representative capacity whatsoever, either for the Physician's own benefit or for the benefit of any other person or entity knowingly (A) hire, attempt to hire, contact or solicit with respect to hiring any employee of Vision 21 (or of any of its direct or indirect subsidiaries) or (B) induce or otherwise counsel, advise or encourage any employee of Vision 21 (or of any of its direct or indirect subsidiaries) to leave the employment of Vision 21; ii) act or serve, directly or indirectly, as a principal, agent, independent contractor, consultant, director, officer, employee, employer or advisor or in any other position or capacity with or for, or acquire a direct or indirect ownership interest in or otherwise conduct (whether as stockholder, partner, investor, joint venturer, or as owner of any other type of interest), any Competing Management Business as such term is defined herein; provided, however, that this clause (ii) shall not prohibit the Physician from being the owner of up to 1% of any class of outstanding securities of any company or entity if such class of securities is publicly traded; or iii) directly or indirectly, either as principal, agent, independent, contractor, consultant, director, officer, employee, employer, advisor, stockholder, partner or in any other individual or representative capacity whatsoever, either for the Physician's own benefit or for the benefit of any other person or entity, call upon or solicit any customers or clients of the Management Business; provided however, that the Physician may send out a general notice to the customers or clients of the Management Business announcing the termination of his arrangement with Vision 21 and may advertise in a general manner without violating this covenant. The parties hereto acknowledge and agree that for purposes of this Section, patients which have in the past received medical or optometric care from the Company and/or shall in the future receive medical or optometric care from the New P.C. are not deemed to be customers or clients of the Management Business. b. For the purposes of this Section 18.1, the following terms shall have the meaning set forth below:

Physician Non-Competition Covenant. a. The Physician recognizes that the covenants of the Physician contained in this Section 18.1 are an essential part of this Agreement and that, but for the agreement of the Physician to comply with such covenants, Vision 21 would not have entered into this Agreement. The Physician acknowledges and agrees that the Physician's covenant not to compete is necessary to ensure the continuation of the Management Business (as defined below) and is necessary to protect the reputation of Vision 21, and that irreparable and irrevocable harm and damage will be done to Vision 21 if the Physician competes with the Management Business or Vision 21. The Physician accordingly agrees that for the periods set forth in the Business Management Agreement, the Physician shall not: i) directly or indirectly, either as principal, agent, independent contractor, consultant, director, officer, employee, employer, advisor, stockholder, partner or in any other individual or representative capacity whatsoever, either for the Physician's own benefit or for the benefit of any other person or entity knowingly (A) hire, attempt to hire, contact or solicit with respect to hiring any employee of Vision 21 (or of any of its direct or indirect subsidiaries) or (B) induce or otherwise counsel, advise or encourage any employee of Vision 21 (or of any of its direct or indirect subsidiaries) to leave the employment of Vision 21; ii) act or serve, directly or indirectly, as a principal, agent, independent contractor, consultant, director, officer, employee, employer or advisor or in any other position or capacity with or for, or acquire a direct or indirect ownership interest in or otherwise conduct (whether as stockholder, partner, investor, joint venturer, or as owner of any other type of interest), any Competing Management Business as such term is defined herein; provided, however, that this clause (ii) shall not prohibit the Physician from being the owner of up to 1% of any class of outstanding securities of any company or entity if such class of securities is publicly traded; or iii) directly or indirectly, either as principal, agent, independent, contractor, consultant, director, officer, employee, employer, advisor, stockholder, partner or in any other individual or representative capacity whatsoever, either for the Physician's own benefit or for the benefit of any other person or entity, call upon or solicit any customers or clients of the Management Business; provided however, that the Physician may send out a general notice to the customers or clients of the Management Business announcing the termination of his arrangement with Vision 21 and may advertise in a general manner without violating this covenant. The parties hereto acknowledge and agree that for purposes of this Section, patients which have in the past received medical or optometric care from the Company or the Partnership and/or shall in the future receive medical or optometric care from the New P.C. P.A. are not deemed to be customers or clients of the Management Business. b. For the purposes of this Section 18.1, the following terms shall have the meaning set forth below:

Physician Non-Competition Covenant. a. (a) The Physician recognizes Physicians recognize that the covenants of the each Physician contained in this Section 18.1 7.01 are an essential part of this Purchase Agreement and that, but for the agreement of the each Physician to comply with such covenants, Vision 21 the AOR Parties would not have entered into this Purchase Agreement. The Each Physician acknowledges and agrees that the each Physician's covenant not to compete is necessary to ensure the continuation of the Management Business (as defined belowherein) and is necessary to protect the reputation of Vision 21, the AOR Parties and that irreparable and irrevocable harm and damage will be done to Vision 21 the AOR Parties if the any Physician competes with the Management Business or Vision 21either of them. The Each Physician accordingly agrees that for a period of five (5) years from and after the periods set forth in the Business Management Agreementdate hereof, the such Physician shall not: (i) directly or indirectly, either as principal, agent, independent contractor, consultant, director, officer, employee, employer, advisor, stockholder, partner or in any other individual or representative capacity whatsoever, either for the such Physician's own benefit or for the benefit of any other person or entity either knowingly (A) hire, attempt to hire, contact or solicit with respect to hiring any employee of Vision 21 AOR (or of any of its direct or indirect subsidiaries) or (B) induce or otherwise counsel, advise or encourage any employee of Vision 21 AOR (or of any of its direct or indirect subsidiaries) to leave the employment of Vision 21AOR; (ii) act or serve, directly or indirectly, as a principal, agent, independent contractor, consultant, director, officer, employee, employer or advisor or in any other position or capacity with or for, or acquire a direct or indirect ownership interest in or otherwise conduct (whether as stockholder, partner, investor, joint venturer, or as owner of any other type of interest), any Competing Management Business as such term is defined herein; provided, however, that this clause (ii) shall not prohibit the such Physician from being the owner of up to 15% of any class of outstanding securities of or any company or entity if such class of securities is publicly traded; or (iii) directly or indirectly, either as principal, agent, independent, contractor, consultant, director, officer, employee, employer, advisor, stockholder, partner or in any other individual or representative capacity whatsoever, either for the such Physician's own benefit or for the benefit of any other person or entity, call upon upon, solicit, divert or solicit take away, any customers or clients of the Management Business; provided however, that the Physician may send out a general notice to the customers or clients of the Management Business announcing the termination of his arrangement with Vision 21 and may advertise in a general manner without violating this covenant. The parties hereto acknowledge and agree that for purposes of this Section, patients which have in the past received medical or optometric care from the Company and/or shall in the future receive medical or optometric care from the New P.C. are not deemed to be customers or clients of the Management Business. b. (b) For the purposes of this Section 18.17.01, the following terms shall have the meaning set forth below:

Physician Non-Competition Covenant. a. The Physician recognizes that the covenants of the Physician contained in this Section 18.1 19.1 are an essential part of this Agreement and that, but for the agreement of the Physician to comply with such covenants, Vision 21 would not have entered into this Agreement. The Physician acknowledges and agrees that the Physician's covenant not to compete is necessary to ensure the continuation of the Management Business (as defined below) and is necessary to protect the reputation of Vision 21, and that irreparable and irrevocable harm and damage will be done to Vision 21 if the Physician competes with the Management Business or Vision 21. The Physician accordingly agrees that for the periods set forth in the Business Management Agreement, the Physician shall not: i) directly or indirectly, either as principal, agent, independent contractor, consultant, director, officer, employee, employer, advisor, stockholder, partner or in any other individual or representative capacity whatsoever, either for the Physician's own benefit or for the benefit of any other person or entity knowingly (A) hire, attempt to hire, contact or solicit with respect to hiring any employee of Vision 21 (or of any of its direct or indirect subsidiaries) or (B) induce or otherwise counsel, advise or encourage any employee of Vision 21 (or of any of its direct or indirect subsidiaries) to leave the employment of Vision 21; ii) act or serve, directly or indirectly, as a principal, agent, independent contractor, consultant, director, officer, employee, employer or advisor or in any other position or capacity with or for, or acquire a direct or indirect ownership interest in or otherwise conduct (whether as stockholder, partner, investor, joint venturer, or as owner of any other type of interest), any Competing Management Business as such term is defined herein; provided, however, that this clause (ii) shall not prohibit the Physician from being the owner of up to 1% of any class of outstanding securities of any company or entity if such class of securities is publicly traded; or iii) directly or indirectly, either as principal, agent, independent, contractor, consultant, director, officer, employee, employer, advisor, stockholder, partner or in any other individual or representative capacity whatsoever, either for the Physician's own benefit or for the benefit of any other person or entity, call upon or solicit any customers or clients of the Management Business; provided however, that the Physician may send out a general notice to the customers or clients of the Management Business announcing the termination of his arrangement with Vision 21 and may advertise in a general manner without violating this covenant. The parties hereto acknowledge and agree that for purposes of this Section, patients which have in the past received medical or optometric care from the Company and/or shall in the future receive medical or optometric care from the New P.C. are not deemed to be customers or clients of the Management Business. b. For the purposes of this Section 18.1, the following terms shall have the meaning set forth below: