Common use of The Company’s Proprietary, Confidential and Trade Secret Information Clause in Contracts

The Company’s Proprietary, Confidential and Trade Secret Information. Employee may have access to or otherwise obtain knowledge of confidential information of the Company and/or its affiliates (whether such affiliation is through a management agreement between the Company and/or another entity or otherwise) (“Affiliates”), including, without limitation, the Company’s and Affiliates’ selling and servicing methods and business techniques, software programs, policies and procedures, business records, training, service and business manuals, promotional materials, training courses and other training and instructional materials, vendor and product information, customer and prospective customer lists, other customer and prospective customer information, information concerning the Company’s and Affiliates’ current or any future or proposed work, services, or products, the facts that any such work, services, or products are planned, under consideration, or in production, as well as any descriptions thereof, and other business information (“Confidential Information”). Confidential Information shall not include information that Employee can demonstrate: (i) was publicly available at the time of disclosure, or later became publicly available through no act or omission of the Employee; (ii) was rightfully in Employee’s possession prior to Employee’s date of employment by the Company; or (iii) was rightfully received by Employee from a third party without any obligation of confidentiality. Employee acknowledges that (a) all such Confidential Information, whether reduced to writing, maintained on any form of electronic media, or maintained in the mind or memory of Employee and whether compiled by the Company, its Affiliates and/or Employee, derives independent economic value from not being readily known to or ascertainable by proper means by others who can obtain economic value from its disclosure or use; (b) reasonable efforts have been made by the Company and its Affiliates to maintain the secrecy of such information; (c) all Confidential Information and materials have and will be made available to Employee only for the limited purpose of the performance of Employee’s duties as an employee; (d) all Confidential Information of the Company and its Affiliates has been developed or compiled by the Company and its Affiliates through substantial expenditures of time, effort and money and constitutes valuable and unique property of the Company and its Affiliates; and (e) all Confidential Information and materials are the sole property of the Company or its Affiliates. Any retention and use of such information by Employee during Employee’s employment with the Company (except in the course of performing Employee’s duties and obligations hereunder) or after the termination of Employee’s employment shall constitute a misappropriation of the Company’s trade secrets and Confidential Information and unfair competition. The Company’s and its Affiliates’ business is the development and implementation of programs for the management of comprehensive hospital-based care for patients within structural in-patient programs, the provision of hospitalist and associated services throughout the United States and the development and utilization of automated and electronic work tools and processes for hospital-based healthcare providers. Employee acknowledges and agrees that the development of relationships between the Company or its Affiliates and its customers and clients entails great expense and difficulty and requires frequent personal contact with such customers and clients, that the development of the Company’s and its Affiliates’ staff and employees entails great difficulty and expense and extensive training and supervision of such staff and employees, and that but for Employee’s employment by the Company, Employee would have no contact with or knowledge of the identities, addresses and other contact information pertaining to the Company’s or its Affiliates’ customers, clients, staff, or other employees, all of which constitute part of the Company’s and its Affiliates’ Confidential Information. Accordingly, and without diminishing in any way the rights and remedies of the Company under any applicable law and regulation, Employee will keep in strict confidence, and will not, directly or indirectly, at any time during or after Employee’s employment with the Company, disclose, furnish, disseminate, make available or, except in the course of performing Employee’s duties of employment, use any Confidential Information or other trade secrets or confidential business and technical information of the Company or its Affiliates. Employee expressly authorizes the Company to notify any person, firm, entity, hospital, medical group, medical provider or corporation employing Employee in the future, or evidencing an intent to employ Employee in the future, of the existence and provisions of this Agreement. Employee acknowledges that Employee’s use of Confidential Information regarding the Company’s accounts, clients, customers, staff and/or employees by Employee during or after the Term of Employee’s exclusive and non-exclusive employment by the Company or consultation with the Company, except as is necessary in the course and scope of performing Employee’s job duties for the Company, will materially and adversely affect the Company, and all of its shareholders, economically and otherwise, and constitutes unfair competition. Accordingly, as an additional inducement to the Company to enter into the Agreement with the Employee, Employee agrees that:

The Company’s Proprietary, Confidential and Trade Secret Information. Employee may have access to or otherwise obtain knowledge of confidential information of the Company and/or its affiliates (whether such affiliation is through a management agreement between the Company and/or another entity or otherwise) (“Affiliates”), including, without limitation, the Company’s and Affiliates’ selling and servicing methods and business techniques, software programs, policies and procedures, business records, training, service and business manuals, promotional materials, training courses and other training and instructional materials, vendor and product information, customer and prospective customer lists, other customer and prospective customer information, information concerning the Company’s and Affiliates’ current or any future or proposed work, services, or products, the facts that any such work, services, or products are planned, under consideration, or in production, as well as any descriptions thereof, and other business information (“Confidential Information”). Confidential Information shall not include information that Employee can demonstrate: (i) was publicly available at the time of disclosure, or later became publicly available through no act or omission of the Employee; (ii) was rightfully in Employee’s possession prior to Employee’s date of employment by the Company; or (iii) was rightfully received by Employee from a third party without any obligation of confidentiality. Employee acknowledges that (a) all such Confidential Information, whether reduced to writing, maintained on any form of electronic media, or maintained in the mind or memory of Employee and whether compiled by the Company, its Affiliates and/or Employee, derives independent economic value from not being readily known to or ascertainable by proper means by others who can obtain economic value from its disclosure or use; (b) reasonable efforts have been made by the Company and its Affiliates to maintain the secrecy of such information; (c) all Confidential Information and materials have and will be made available to Employee only for the limited purpose of the performance of Employee’s duties as an employee; (d) all Confidential Information of the Company and its Affiliates has been developed or compiled by the Company and its Affiliates through substantial expenditures of time, effort and money and constitutes valuable and unique property of the Company and its Affiliates; and (e) all Confidential Information and materials are the sole property of the Company or its Affiliates. Any retention and use of such information by Employee during Employee’s employment with the Company (except in the course of performing Employee’s duties and obligations hereunder) or after the termination of Employee’s employment shall constitute a misappropriation of the Company’s trade secrets and Confidential Information and unfair competition. The Company’s and its Affiliates’ business is the development and implementation of programs for the management of comprehensive hospital-based care for patients within structural in-patient programs, the provision of hospitalist and associated services throughout the United States and the development and utilization of automated and electronic work tools and processes for hospital-based healthcare providers. Employee acknowledges and agrees that the development of relationships between the Company or its Affiliates and its customers and clients entails great expense and difficulty and requires frequent personal contact with such customers and clients, that the development of the Company’s and its Affiliates’ staff and employees entails great difficulty and expense and extensive training and supervision of such staff and employees, and that but for Employee’s employment by the Company, Employee would have no contact with or knowledge of the identities, addresses and other contact information pertaining to the Company’s or its Affiliates’ customers, clients, staff, or other employees, all of which constitute part of the Company’s and its Affiliates’ Confidential Information. Accordingly, and without diminishing in any way the rights and remedies of the Company under any applicable law and regulation, Employee will keep in strict confidence, and will not, directly or indirectly, at any time during or after Employee’s employment with the Company, disclose, furnish, disseminate, make available or, except in the course of performing Employee’s duties of employment, use any Confidential Information or other trade secrets or confidential business and technical information of the Company or its Affiliates. Employee expressly authorizes the Company to notify any person, firm, firm entity, hospital, medical group, medical provider or corporation employing Employee in the future, or evidencing an intent to employ Employee in the future, of the existence and provisions of this Agreement. Employee acknowledges that Employee’s use of Confidential Information regarding the Company’s Company accounts, clients, customers, staff and/or employees by Employee during or after the Term of Employee’s exclusive and non-exclusive employment by the Company or consultation with the Company, except as is necessary in the course and scope of performing Employee’s job duties for the Company, will materially and adversely affect the Company, and all of its shareholders, economically and otherwise, and constitutes unfair competition. Accordingly, as an additional inducement to the Company to enter into the Agreement with the Employee, Employee agrees that:

The Company’s Proprietary, Confidential and Trade Secret Information. Employee may have access to or otherwise obtain knowledge of confidential information of the Company and/or its affiliates (whether such affiliation is through a management agreement between the Company and/or another entity or otherwise) (“Affiliates”), including, without limitation, the Company’s and Affiliates’ selling and servicing methods and business techniques, software programs, policies and procedures, business records, training, service and business manuals, promotional materials, training courses and other training and instructional materials, vendor and product information, customer and prospective customer lists, other customer and prospective customer information, information concerning the Company’s and Affiliates’ current or any future or proposed work, services, or products, the facts that any such work, services, or products are planned, under consideration, or in production, as well as any descriptions thereof, and other business information (“Confidential Information”). Confidential Information shall not include information that Employee can demonstrate: (i) was publicly available at the time of disclosure, or later became publicly available through no act or omission of the Employee; (ii) was rightfully in Employee’s possession prior to Employee’s date of employment by the Company; or (iii) was rightfully received by Employee from a third party without any obligation of confidentiality. Employee acknowledges that (a) all such Confidential Information, whether reduced to writing, maintained on any form of electronic media, or maintained in the mind or memory of Employee and whether compiled by the Company, its Affiliates and/or Employee, derives independent economic value from not being readily known to or ascertainable by proper means by others who can obtain economic value from its disclosure or use; (b) reasonable efforts have been made by the Company and its Affiliates to maintain the secrecy of such information; (c) all Confidential Information and materials have and will be made available to Employee only for the limited purpose of the performance of Employee’s duties as an employee; (d) all Confidential Information of the Company and its Affiliates has been developed or compiled by the Company and its Affiliates through substantial expenditures of time, effort and money and constitutes valuable and unique property of the Company and its Affiliates; and (e) all Confidential Information and materials are the sole property of the Company or its Affiliates. Any retention and use of such information by Employee during Employee’s employment with the Company (except in the course of performing Employee’s duties and obligations hereunder) or after the termination of Employee’s employment shall constitute a misappropriation of the Company’s and its Affiliates’ trade secrets and Confidential Information and unfair competition. The Company’s and its Affiliates’ business is the development and implementation of programs for the management of comprehensive hospital-based care for patients within structural in-patient programs, the provision of hospitalist and associated services throughout the United States and the development and utilization of automated and electronic work tools and processes for hospital-based healthcare providers. Employee acknowledges and agrees that the development of relationships between the Company or its Affiliates and its their respective customers and clients entails great expense and difficulty and requires frequent personal contact with such customers and clients, that the development of the Company’s and its Affiliates’ staff and employees entails great difficulty and expense and extensive training and supervision of such staff and employees, and that but for Employee’s employment by the Company, Employee would have no contact with or knowledge of the identities, addresses and other contact information pertaining to the Company’s or its Affiliates’ customers, clients, staff, or other employees, all of which constitute part of the Company’s and its Affiliates’ Confidential Information. Accordingly, and without diminishing in any way the rights and remedies of the Company under any applicable law and regulation, Employee will keep in strict confidence, and will not, directly or indirectly, at any time during or after Employee’s employment with the Company, disclose, furnish, disseminate, make available or, except in the course of performing Employee’s duties of employment, use any Confidential Information or other trade secrets or confidential business and technical information of the Company or its Affiliates. Employee expressly authorizes the Company to notify any person, firm, entity, hospital, medical group, medical provider or corporation employing Employee in the future, or evidencing an intent to employ Employee in the future, of the existence and provisions of this Agreement. Employee acknowledges that Employee’s use of Confidential Information regarding the Company’s or any of its Affiliates’ accounts, clients, customers, staff and/or employees by Employee during or after the Term of Employee’s exclusive and non-exclusive employment by the Company or consultation with the Company, except as is necessary in the course and scope of performing Employee’s job duties for the Company, will materially and adversely affect the Company, and all of its shareholders, economically and otherwise, and constitutes unfair competition. Accordingly, as an additional inducement to the Company to enter into the Agreement with the Employee, Employee agrees that:

The Company’s Proprietary, Confidential and Trade Secret Information. Employee may have access to or otherwise obtain knowledge of confidential information of the Company and/or its affiliates (whether such affiliation is through a management agreement between the Company and/or another entity or otherwise) (“Affiliates”), including, without limitation, the Company’s and Affiliates’ selling and servicing methods and business techniques, software programs, policies and procedures, business records, training, service and business manuals, promotional materials, training courses and other training and instructional materials, vendor and product information, customer and prospective customer lists, other customer and prospective customer information, information concerning the Company’s 's and Affiliates’ current or any future or proposed work, services, or products, the facts that any such work, services, or products are planned, under consideration, or in production, as well as any descriptions thereof, and other business information (“Confidential Information”). Confidential Information shall not include information that Employee can demonstrate: (i) was publicly available at the time of disclosure, or later became publicly available through no act or omission of the Employee; (ii) was rightfully in Employee’s possession prior to Employee’s date of employment by the Company; or (iii) was rightfully received by Employee from a third party without any obligation of confidentiality. Employee acknowledges that (a) all such Confidential Information, whether reduced to writing, maintained on any form of electronic media, or maintained in the mind or memory of Employee and whether compiled by the Company, its Affiliates and/or Employee, derives independent economic value from not being readily known to or ascertainable by proper means by others who can obtain economic value from its disclosure or use; (b) reasonable efforts have been made by the Company and its Affiliates to maintain the secrecy of such information; (c) all Confidential Information and materials have and will be made available to Employee only for the limited purpose of the performance of Employee’s duties as an employee; (d) all Confidential Information of the Company and its Affiliates has been developed or compiled by the Company and its Affiliates through substantial expenditures of time, effort and money and constitutes valuable and unique property of the Company and its Affiliates; and (e) all Confidential Information and materials are the sole property of the Company or its Affiliates. Any retention and use of such information by Employee during Employee’s employment with the Company (except in the course of performing Employee’s duties and obligations hereunder) or after the termination of Employee’s employment shall constitute a misappropriation of the Company’s trade secrets and Confidential Information and unfair competition. The Company’s and its Affiliates’ business is the development and implementation of programs for the management of comprehensive hospital-based care for patients within structural in-patient programs, the provision of hospitalist and associated services throughout the United States and the development and utilization of automated and electronic work tools and processes for hospital-based healthcare providers. Employee acknowledges and agrees that the development of relationships between the Company or its Affiliates and its customers and clients entails great expense and difficulty and requires frequent personal contact with such customers and clients, that the development of the Company’s and its Affiliates’ staff and employees entails great difficulty and expense and extensive training and supervision of such staff and employees, and that but for Employee’s employment by the Company, Employee would have no contact with or knowledge of the identities, addresses and other contact information pertaining to the Company’s 's or its Affiliates’ customers, clients, staff, or other employees, all of which constitute part of the Company’s 's and its Affiliates’ Confidential Information. Accordingly, and without diminishing in any way the rights and remedies of the Company under any applicable law and regulation, Employee will keep in strict confidence, and will not, directly or indirectly, at any time during or after Employee’s employment with the Company, disclose, furnish, disseminate, make available or, except in the course of performing Employee’s duties of employment, use any Confidential Information or other trade secrets or confidential business and technical information of the Company or its Affiliates. Employee expressly authorizes the Company to notify any person, firm, firm entity, hospital, medical group, medical provider or corporation employing Employee in the future, or evidencing an intent to employ Employee in the future, of the existence and provisions of this Agreement. Employee acknowledges that Employee’s use of Confidential Information regarding the Company’s Company accounts, clients, customers, staff and/or employees by Employee during or after the Term of Employee’s 's exclusive and non-exclusive employment by the Company or consultation with the Company, except as is necessary in the course and scope of performing Employee’s job duties for the Company, will materially and adversely affect the Company, and all of its shareholders, economically and otherwise, and constitutes unfair competition. Accordingly, as an additional inducement to the Company to enter into the Agreement with the Employee, Employee agrees that: