Common use of Practice’s Covenant Clause in Contracts

Practice’s Covenant. During the term of this Agreement with VRC and for a period of two years thereafter, the Practice shall not directly, or indirectly, through an affiliate or otherwise, without the prior written consent of VRC, which consent may be withheld by VRC in its sole discretion, compete with VRC, in any manner or capacity (e.g., through any form of ownership or as an advisor, principal, agent, partner, officer, director, employee, employer, consultant, member of any association, lender or otherwise) in the provision of professional interstate teleradiology services within each of the states that VRC is allowed by the laws of such state to directly contract with customers for the provision of such services. Practice acknowledges that the geographic boundaries, scope of prohibited activities and the duration of this Section 4.7(b) are reasonable and are no broader than are necessary to protect the legitimate business interests of VRC. The parties agree and stipulate that the agreements and covenants not to compete contained in this Section 4.7(b) are fair and reasonable in light of all of the facts and circumstances of the relationship between VRC and the Practice. VRC and the Practice are aware, however, that in certain circumstances courts have refused to enforce certain agreements not to compete. Therefore, in furtherance of, and not in derogation of, the provisions of this Section 4.7(b), VRC and the Practice agree that, in the event a court should decline to enforce any of the provisions of this Section 4.7(b), this Section 4.7(b) shall be deemed to be modified or reformed to restrict the Practice’s competition with VRC to the maximum extent, as to time, geography and business scope, which the court shall find enforceable; provided, however, that in no event shall the provisions of this Section 4.7(b) be deemed to be more restrictive to the Practice than those contained herein.

Practice’s Covenant. During the term of this Agreement with VRC and for a period of two years thereafter, the Practice shall not directly, directly or indirectly, through an affiliate or otherwise, without the prior written consent of VRC, which consent may be withheld by VRC in its sole discretion, compete with VRC, in any manner or capacity (e.g., through any form of ownership or as an advisor, principal, agent, partner, officer, director, employee, employer, consultant, member of any association, lender or otherwise) in the provision of professional interstate teleradiology services within each of the states that VRC is allowed by the laws Practice had been providing interstate teleradiology services during the term of such state to directly contract with customers for the provision of such servicesthis Agreement. Practice acknowledges that the geographic boundaries, scope of prohibited activities and the duration of this Section 4.7(b4.8(b) are reasonable and are no broader than are necessary to protect the legitimate business interests of VRC. The parties agree and stipulate that the agreements and covenants not to compete contained in this Section 4.7(b4.9(b) are fair and reasonable in light of all of the facts and circumstances of the relationship between VRC and the Practice. VRC and the Practice are aware, however, that in certain circumstances courts have refused to enforce certain agreements not to compete. Therefore, in furtherance of, and not in derogation of, the provisions of this Section 4.7(b4.9(b), VRC and the Practice agree that, in the event a court should decline to enforce any of the provisions of this Section 4.7(b4.9(b), this Section 4.7(b4.9(b) shall be deemed to be modified or reformed to restrict the Practice’s competition with VRC to the maximum extent, as to time, geography and business scope, which the court shall find enforceable; provided, however, that in no event shall the provisions of this Section 4.7(b4.9(b) be deemed to be more restrictive to the Practice than those contained herein.