EMPLOYMENT AGREEMENT
Exhibit 10.8
This Employment Agreement (this “Agreement”) is entered into as of [____] (the “Effective Date”) by and between Xxxx Health MD, LLC (the “Company” or “Xxxx”) and [__________] (the “Executive”).
1. Employment.
(a) Position. On the terms and subject to the conditions set forth in this Agreement, the Company shall employ the Executive and the Executive shall serve the Company as [_______________________].
(b) Duties. The Executive’s duties shall be prescribed from time to time by the [_______________] of the Company and shall include such responsibilities as are customary for employees performing functions similar to those of the Executive. The Executive shall devote substantially all of the Executive’s time and attention to the performance of the Executive’s duties and responsibilities for and on behalf of the Company except as set forth herein or as may be consented to by the Company.
(c) Outside Activities. Notwithstanding anything to the contrary herein, Executive shall be permitted: (i) to serve as a member of the board of directors or advisory board (or their equivalents in the case of a non-corporate entity) of any charitable or philanthropic organization; (ii) to engage in charitable, community or philanthropic activities or any other activities; or (iii) to serve as an executor, trustee or in a similar fiduciary capacity; provided, that the activities set out in the foregoing clauses shall be limited by the Executive so as not to affect, interfere or conflict with, individually or in the aggregate, the performance of the Executive's duties and responsibilities. Any outside activities in excess of the foregoing shall require the consent of the [________________], whose consent will not be unreasonably withheld, delayed or conditioned.
(d) Company Policies. The employment relationship between the parties shall also be subject to the Company’s personnel policies and procedures as they may be interpreted, adopted, revised or deleted from time to time in the Company’s sole discretion. Notwithstanding the foregoing, in the event that the terms of this Agreement are in conflict with the Company’s general employment policies or practices, this Agreement shall control.
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2. Term. This agreement shall remain in effect for two (2) years following the Effective Date unless sooner terminated in accordance with Section 4. The period of time during which this Agreement remains in effect shall be referred to as the “Term.” The parties expressly agree that designation of a Term does not in any way limit the right of the parties to terminate the Executive’s employment at any time as hereinafter provided.
3. Compensation. The Executive shall receive, for all services rendered to the Company pursuant to this Agreement, the following:
(a) Base Salary. The Employee shall be paid a base salary at the rate of [___________________________] per annum (the “Base Salary”), less deductions for withholding taxes required under applicable law or as otherwise authorized by the Executive. The Base Salary shall accrue from and after the Effective Date and shall be payable during the Term in equal periodic installments in accordance with Company’s then current, general salary payment policies. The Executive’s Base Salary shall be reviewed periodically by the [______________] and may be increased based upon the evaluation of the Executive’s performance and the compensation policies of the Company in effect at the time of each such review.
During the Term, the Company shall provide the Executive with the following benefits:
(i) Group Health Plan. The Executive and his/her spouse shall be covered, if and to the extent eligible thereunder, by the group health plan maintained by the Company (the “Group Health Plan”). During the Term, but only if the Group Health Plan is fully insured, Xxxx shall pay the full cost of premiums for such coverage for the Executive and his/her spouse;
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4. Termination.
(a) Termination by the Executive For Any Reason, or by the Company With Cause. The employment of the Executive hereunder (and this Agreement) may be terminated at any time by the Executive for any reason, or by the Company with Cause, in which event the Executive will be entitled to the Standard Termination Benefits (as defined in Section 4(d)).
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For purposes of this Agreement, “Cause” means: (i) an act of personal dishonesty in connection with the Executive’s responsibilities as an employee of the Company that is intended to result in personal enrichment of the Executive; (ii) a plea of guilty or nolo contendere to, conviction of, or an indictment for a felony or other crime involving theft, fraud, or moral turpitude in each case that the Manager reasonably believes has had or will have a material detrimental effect on the Company’s reputation or business; (iii) a breach by the Executive of any fiduciary duty owed to the Company that has, or is reasonably expected to have, a material detrimental effect on the Company’s reputation or business as determined in good faith by the Manager; (iv) serious neglect or misconduct in the performance of Executive’s duties for the Company; (v) willful or repeated failure or refusal to perform such duties if such failure continues uncured for ten (10) days after written notice from the Manager(s) specifying in reasonable detail such failure; (vi) the material breach by the Executive of any provision of Section 6 (Restrictive Covenants) hereof if (in the event such failure is reasonably susceptible of cure) such failure continues uncured for ten (10) days after written notice from the Manager specifying in reasonable detail such failure; or (vii) the abuse by the Executive of drugs or alcohol, if such abuse has or is reasonably expected to have a material adverse effect on the business of the Company.
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5. Assignment of Intellectual Property Rights; Restrictive Covenants. In consideration of the Executive’s employment, the Executive agrees to be bound by this Section 5.(a)General. The Executive agrees to assign, and hereby assigns, to the Company all of his or her rights, title, and interest throughout the world in and to any Invention (as hereinafter defined) (including all Intellectual Property Rights (as hereinafter defined) therein or related thereto) that were previously or are made, conceived or reduced to practice, in whole or in part and whether alone or with others, by him or her during his or her employment by, or service with, the Company or that arise out of any activity conducted by, for, or under the direction of the Company (whether or not conducted at the Company's facilities, working hours, or using any of the Company’s assets) or that are useful with, or relate directly or indirectly to, any Company Interest (as defined below). The Executive will promptly and fully disclose and provide all of the Inventions described above (the “Assigned Inventions”) to the Company.
(b) Assurances. The Executive hereby agrees, during the Term and thereafter, to further assist the Company, at the Company’s expense, to evidence, record and perfect the Company’s rights in and ownership of the Assigned Inventions, to perfect, obtain, maintain, enforce and defend any rights specified to be so owned or assigned and to provide and execute all documentation necessary to effect the foregoing, including the disclosure to the Company or its designee of all pertinent information and data with respect thereto, the execution of all applications, specifications, oaths, assignments, recordations, and all other instruments that the Company or its designee shall deem necessary in order to apply for, obtain, maintain and transfer such rights, or if not transferable, waive and agree never to assert such rights, and in order to assign and convey to the Company or its designee, and any successors, assigns and nominees the sole and exclusive right, title and interest in and to such Assigned Inventions, and any copyrights, patents, mask work rights or other intellectual property rights relating thereto. Executive further agrees that his or her obligation to execute or cause to be executed any such instrument or papers shall continue during and at all times after the end of the Term and until the expiration of the last such intellectual property right to expire in any country of the world. Executive hereby irrevocably designates and appoints the Company and its duly authorized officers and agents as his or her agent and attorney-in-fact to act for and in his or her behalf and stead to execute and file any such instruments and papers and to do all other lawfully permitted acts to further the application for, prosecution, issuance, maintenance or transfer of letters patent, copyright, mask work and other registrations related to such Assigned Inventions. This power of attorney is coupled with an interest and shall not be affected by Executive’s subsequent incapacity.
(c) Other Inventions. The Executive agrees to not incorporate, or permit to be incorporated, any Invention conceived, created, developed or reduced to practice by him or her (alone or with others) prior to or independently of his or her employment by the Company or any of its subsidiaries (collectively, “Prior Inventions” disclosed on Exhibit B attached hereto) in any work he or she performs for the Company without the Company’s prior written consent. If (i) he or she uses or discloses any Prior Inventions when acting within the scope of his or her employment (or otherwise on behalf of the Company); or (ii) any Assigned Invention cannot be fully made, used, reproduced or otherwise exploited without using or violating any Prior Inventions, the Executive hereby grants and agrees to grant to the Company a perpetual, irrevocable, worldwide, royalty-free, non-exclusive, sublicensable right and license to reproduce, make derivative works of, distribute, publicly perform, publicly display, make, have made, use, sell, import, offer for sale, and otherwise exploit and exercise all such Prior Inventions and Intellectual Property Rights therein.
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(d) Definitions. “Company Interest” means any business of the Company or any product, service, Invention or Intellectual Property Right that is used or under consideration or development by the Company. “Intellectual Property Rights” means any and all intellectual property rights and other similar proprietary rights in any jurisdiction, whether registered or unregistered, and whether owned or held for use under license with any third party, including all rights and interests pertaining to or deriving from: (a) patents and patent applications, reexaminations, extensions and counterparts claiming property therefrom; inventions, invention disclosures, discoveries and improvements, whether or not patentable; (b) computer software and firmware, including data files, source code, object code and software-related specifications and documentation; (c) works of authorship, whether or not copyrightable; (d) trade secrets (including those trade secrets defined in the Uniform Trade Secrets Act and under corresponding statutory law and common law), business, technical and know-how information, non-public information, and confidential information and rights to limit the use of disclosure thereof by any person; (e) trademarks, trade names, service marks, certification marks, service names, brands, trade dress and logos and the goodwill associated therewith; (f) proprietary databases and data compilations and all documentation relating to the foregoing, including manuals, memoranda, and record; (g) domain names; and (h) licenses of any of the foregoing, including in each case any registrations of, applications to register, and renewals and extensions of, any of the foregoing with or by any governmental authority in any jurisdiction. “Invention” means any products, processes, ideas, improvements, discoveries, developments, methods, techniques, know how, inventions, designs, algorithms, financial models, formulas, writings, works of authorship, content, graphics, data, software, specifications, instructions, text, images, photographs, illustration, audio clips, trade secrets and other works, material and information, tangible or intangible, whether or not it may be patented, copyrighted or otherwise protected (including all versions, modifications, enhancements and derivative work thereof).
6. Sections 409A of the Internal Revenue Code.
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7. Attorneys’ Fees. If any action at law or in equity (including arbitration) is necessary to enforce or interpret the terms of any provision of this Agreement, the prevailing party shall be entitled to reasonable attorneys’ fees, costs and necessary disbursements in addition to any other relief to which such party may be entitled pursuant to the underlying action.
8. No Conflicts. The Executive represents and warrants to the Company that the execution, delivery and performance by the Executive of this Agreement do not conflict with or result in a violation or breach of, or constitute (with or without the giving of notice or the lapse of time or both) a default under any contract, agreement or understanding, whether oral or written, to which the Executive is a party or by which the Executive is bound and that there are no restrictions, covenants, agreements or limitations on the Executive’s right or ability to enter into and perform the terms of this Agreement, and the Executive agrees to indemnify and save the Company harm from any liability, cost, or expense, including attorney's fees, based upon or arising out of any breach of this Section 8.
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9. Waiver. The waiver by either party of any breach by the other party of any provision of this Agreement shall not operate or be construed as a waiver of any subsequent breach by such party. No person acting other than pursuant to a resolution of the Company shall have authority on behalf of the Company to agree to amend, modify, repeal, waive or extend any provision of this Agreement.
10. Successors and Assigns; Assignment. This Agreement shall be binding upon and inure to the benefit of the successors and assigns of the Company. Upon conversion of the Company to corporate form, references in this Agreement to “Manager(s)” shall be deemed to refer to the Board of Directors of the Company, except that, upon such conversion, references to the “Manager” in Sections 3(b) and 3(c) herein shall be deemed to refer specifically to the Compensation Committee of the Board of Directors. This Agreement shall inure to the benefit of and be enforceable by the Executive or his or her legal representatives, executors, administrators and heirs. The Executive may not assign any of the Executive’s duties, responsibilities, obligations or positions hereunder to any person, and any such purported assignment by the Executive shall be void and of no force and effect.
11. Notices. All notices, requests, demands, and other communications that are required or may be given pursuant to this Agreement shall be in writing and shall be deemed to have been duly given when received if personally delivered, upon confirmation of transmission if sent by telecopy, electronic, or digital transmission, the day after it is sent, if sent for next day delivery to a domestic address by a recognized overnight delivery service (e.g., Federal Express), and upon receipt, if sent by certified or registered mail, return receipt requested. In each case, notice shall be sent to:
If to Executive, addressed to:
[________________]
If to the Company, addressed to:
Xxxx Health MD, LLC
0000 Xxxxxxxx Xxxxx Xxxxx
Xxxxxxxx, Xxxxxxxx 00000
[______________]
or to such other place and with such other copies as either party may designate as to itself by written notice to the others.
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12. Miscellaneous.
(a) Governing Law; Jurisdiction/Venue. This Agreement shall be governed by, and its provisions construed and enforced in accordance with, the internal laws of the State of Maryland without reference to its principles regarding conflicts of law. Both parties agree to submit to the exclusive jurisdiction and venue of the state and federal courts located in the State of Maryland for any disputes arising out of this Agreement.
[SIGNATURES ON FOLLOWING PAGE]
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XXXX HEALTH MD, LLC | |||
By: | |||
Name: | |||
Title: | |||
Date: | |||
EXECUTIVE | |||
[_________________] | |||
Date: |
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EXHIBIT A
Release Agreement
This Release Agreement (“Release”) is made by and between Xxxx Health MD, LLC (the “Company”) and [___________] (“you”). You and the Company entered into an Executive Employment Agreement dated _______________ (the “Employment Agreement”). You and the Company hereby further agree as follows:
1. A blank copy of this Release was attached to the Employment Agreement as Exhibit A.
2. Severance Payments. If your employment was terminated by the Company without Cause or due to your Disability (as defined in the Employment Agreement), then in consideration for your execution, return, and non-revocation of this Release, following the Release Date (as defined in Section 3 below), the Company will provide the severance benefits set forth in your Employment Agreement.
• have violated their personnel policies, handbooks, contracts of employment, or covenants of good faith and fair dealing;
• have discriminated, harassed, or retaliated against you on the basis of age, race, color, sex (including sexual harassment), national origin, ancestry, disability, religion, sexual orientation, marital status, parental status, source of income, entitlement to benefits, any union activities or other protected category in violation of any local, state or federal law, constitution, ordinance, or regulation, including but not limited to: the Age Discrimination in Employment Act, as amended (“ADEA”); Title VII of the Civil Rights Act of 1964, as amended; 42 U.S.C. § 1981, as amended; the Civil Rights Act of 1866; the Worker Adjustment Retraining and Notification Act; the Equal Pay Act; the Americans With Disabilities Act; the Genetic Information Non-Discrimination Act; the Family Medical Leave Act; the Occupational Safety and Health Act; the Immigration Reform and Control Act; the Uniform Services Employment and Reemployment Rights Act of 1994, as amended; Section 510 of the Employee Retirement Income Security Act; and the National Labor Relations Act;
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• have violated any statute, public policy or common law (including but not limited to claims for retaliatory discharge; negligent hiring, retention or supervision; defamation; intentional or negligent infliction of emotional distress and/or mental anguish; intentional interference with contract; negligence; detrimental reliance; loss of consortium to you or any member of your family; and/or promissory estoppel).
Notwithstanding the foregoing, you are not releasing any right of indemnification that you may have for any liabilities arising from your actions within the course and scope of your employment with the Company or within the course and scope of your role as a member of the Board of Directors and/or officer of the Company (if applicable). Also excluded from this Agreement are any claims that cannot be waived by law. You are waiving, however, your right to any monetary recovery should any governmental agency or entity, such as the EEOC or the DOL, pursue any claims on your behalf. You acknowledge that you are knowingly and voluntarily waiving and releasing any rights you may have under the ADEA, as amended. You also acknowledge that (i) the consideration given to you in exchange for the waiver and release in this Agreement is in addition to anything of value to which you were already entitled; and (ii) that you have been paid for all time worked, have received all the leave, leaves of absence, leave benefits and protections for which you are eligible, and have not suffered any on-the-job injury for which you have not already filed a claim. You further acknowledge that you have been advised by this writing that: (a) your waiver and release do not apply to any rights or claims that may arise after the execution date of this Agreement; (b) you have been advised hereby that you have the right to consult with an attorney prior to executing this Agreement; (c) you have twenty-one (21) days to consider this Agreement (though you may choose to voluntarily execute this Agreement earlier); (d) you have seven (7) days following your execution of this Agreement to revoke the Agreement; and (e) this Agreement shall not be effective until the date upon which the revocation period has expired unexercised, which shall be the eighth day after this Agreement is executed by you provided the Company has also executed the Release on or before that date (the “Release Date”).
4. Return of Company Property. Within ten (10) days of the effective date of the termination of employment, you agree to return to the Company all Company documents (and all copies thereof) and other Company property then in existence that you have had in your possession at any time, including, but not limited to, Company files, notes, drawings, records, business plans and forecasts, financial information, specifications, computer-recorded information, tangible property (including, but not limited to, computers), credit cards, entry cards, identification badges and keys; and, any materials of any kind that contain or embody any proprietary or confidential information of the Company (and all reproductions thereof); provided, however, that you may retain copies of any agreements by and between you and the Company, including, without limitation, your employment agreement, employee proprietary information agreement, inventions, non-competition and non-solicitation agreement, side letter, promissory note, pledge agreement, stock award agreement and other documents related to your equity to which you are a party. Receipt of the Severance described in paragraph 2 of this Release is expressly conditioned upon return of all such Company property.
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6. Proprietary Information and Post-Termination Obligations. You acknowledge your surviving and continuing obligations under the Employment Agreement not to use or disclose any confidential or proprietary information of the Company and its affiliates (as such term is defined in the Securities Act of 1933, as amended) and to refrain from certain solicitation and competitive activities.
8. Permissibility of Disclosure. 18 U.S.C. § 1833(b) provides: “An individual shall not be held criminally or civilly liable under any Federal or State trade secret law for the disclosure of a trade secret that—(A) is made—(i) in confidence to a Federal, State, or local government official, either directly or indirectly, or to an attorney; and (ii) solely for the purpose of reporting or investigating a suspected violation of law; or (B) is made in a complaint or other document filed in a lawsuit or other proceeding, if such filing is made under seal.” Nothing in this Agreement is intended to conflict with 18 U.S.C. § 1833(b) or create liability for disclosures of trade secrets that are expressly allowed by 18 U.S.C. § 1833(b). Accordingly, the parties to this Agreement have the right to disclose in confidence trade secrets to federal, state, and local government officials, or to an attorney, for the sole purpose of reporting or investigating a suspected violation of law. The parties also have the right to disclose trade secrets in a document filed in a lawsuit or other proceeding, but only if the filing is made under seal and protected from public disclosure.
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11. Miscellaneous. This Release constitutes the complete, final and exclusive embodiment of the entire agreement between you and the Company with regard to this subject matter. It is entered into without reliance on any promise or representation, written or oral, other than those expressly contained herein and it supersedes any other such promises, warranties, or representations. This Release may not be modified or amended except in a writing signed by both you and a duly authorized officer of the Company. This Release will bind the heirs, personal representatives, successors and assigns of both you and the Company, and inure to the benefit of both you and the Company, their heirs, successors and assigns. If any provision of this Release is determined to be invalid or unenforceable, in whole or in part, this determination will not affect any other provision of this Release, and the provision in question will be modified by the court so as to be rendered enforceable. This Release will be deemed to have been entered into and will be construed and enforced in accordance with the laws of the State of Maryland as applied to contracts made and performed entirely within State of Maryland.
COMPANY
Xxxx Health MD, LLC
By: | |||
[NAME AND TITLE] | Date |
EXECUTIVE
[__________________] | Date |
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EXHIBIT B
Prior Inventions
None
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EXHIBIT C
Restrictive Covenants
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NON-DISCLOSURE, NON-COMPETITION AND
NON-SOLICITATION AGREEMENT
THIS NON-DISCLOSURE, NON-COMPETITION AND NON-SOLICITATION AGREEMENT (herein “Agreement”) is hereby entered into this _____ day of __________, 2022, between __________ (herein “Employee”) and XXXX Health MD, LLC (“the Company”), who are collectively referred to as the “Parties.” In consideration of the value of employment or continued employment with the Company, the receipt and sufficiency of which is hereby acknowledged, and in recognition of the Company’s legitimate purpose of protecting its Confidential Information, assets and goodwill, the Parties agree as follows:
1. Employee will have access to and will acquire certain confidential and proprietary information about the business of the Company and its Affiliates that is not available to the general public (“Confidential Information”) as a result of Employee’s job duties. This Confidential Information may include, but is not limited to, information regarding the Company’s and its Affiliates’ trade secrets, marketing efforts, methods of operation, business processes, patients and prospective patients, business partners, suppliers, vendors, financial data, patient data, employee data, provider data, professional reimbursement data, managed care contracts, health care provider agreements, and personnel data. The Confidential Information of the Company and its Affiliates is the exclusive property of the Company. Employee agrees not to disclose, during or after employment with the Company, such Confidential Information to any person, firm, corporation, association or other entity for any reason or purpose whatsoever. Employee also will not make use of any such Confidential Information for Employee’s own purposes or for the benefit of any person, firm, corporation or other entity (except the Company and/or its Affiliates) under any circumstances, during or after employment. The foregoing covenant against use and disclosure does not apply to Confidential Information of the Company and/or its Affiliates which: (i) is or becomes generally available to the public other than as a result of disclosure made, directly or indirectly, by Employee or as a result of any disclosure which, to Employee’s knowledge, violates a legal or contractual non-disclosure obligation owed by a third party to the Company and/or its Affiliates; or (ii) was or becomes available to Employee on a non-confidential basis from a source, other than the Company and/or its Affiliates or a party acting on behalf of the Company, who is not legally or contractually bound to preserve the confidentiality of such information. For the purposes of this Agreement, “Affiliate” means any person or entity that, directly or indirectly, is controlled by, or under common control with the Company. Notwithstanding anything to the contrary in this Agreement, Employee’s continuing confidentiality obligations under the Agreement do not prohibit him/her from disclosing Confidential Information to a federal, state or local government official or to an attorney for the purpose of reporting or investigating a violation of law or in a court filing under seal. Accordingly, Employee hereby acknowledges and understands that pursuant to the Federal Trade Secrets Act of 2016, he/she has advised that he/she has immunity from being held criminally or civilly liable under any Federal or State trade secret law for the disclosure of a trade secret that (A) is made (i) in confidence to a Federal, State, or local government official, either directly or indirectly, or to an attorney; and (ii) solely for the purpose of reporting or investigating a suspected violation of law; or (B) is made in a complaint or other document filed in a lawsuit or other proceeding, if such filing is made under seal.
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2. Upon termination of employment with the Company, for any reason, Employee agrees to return immediately all Company property and documents including, but not limited to, memoranda, books, papers, letters, manuals, and other data, and all hard or electronic copies thereof, in any way relating to the business of the Company and its Affiliates.
3. During the course of employment, Employee may work on and become part of the development of technical or other systems for the Company. Employee agrees that systems and information developed by Employee shall be, and will remain, the sole and absolute property of the Company.
4. Employee agrees that during employment and for a period of two (2) years after separation from employment, whether voluntary or involuntary or with or without cause, Employee will not, on his/her own behalf or as a partner, officer, director, employee, agent, or consultant of any other person or entity, directly or indirectly, engage or attempt to engage in the business of providing services the same as or similar to the Company and/or its Affiliates within Virginia, Maryland, the District of Columbia in a capacity the same as or similar to Employee’s capacity at the Company. Employee further agrees that during employment and for a period of two (2) years after separation from employment, whether voluntary or involuntary or with or without cause, Employee will not, on his/her own behalf or as a partner, officer, director, employee, agent, or consultant of any other person or entity, directly or indirectly, engage or attempt to engage in the business of providing services the same as or similar to the Company and/or its Affiliates within any city, county, or state in which the Company or its affiliates is providing services to patients at the time of Employee’s separation from employment in a capacity the same as or similar to Employee’s capacity at the Company.
5. Employee agrees that during employment and for a period of two years after separation from employment, whether voluntary or involuntary or with or without cause, Employee will not whether for his/her own account or on behalf of any other person or entity, and whether acting as an employee, agent, officer, stockholder, partner or owner of another person or entity or in some other capacity, in any manner hire an Employee of the Company, solicit the employment of any Employee of the Company, in any manner encourage any Employee of the Company to leave his/her employment with the Company, or cause an Employee of the Company to be solicited for hire, hired, or encouraged to leave employment with the Company. For purposes of this paragraph, Employee of the Company means any individual who was employed by the Company at the time of Employee’s separation from employment or within the six months prior to Employee’s separation from employment. Employee of the Company does not include any individual who has not been employed by the Company for a period of at least six (6) months.
6. Employee agrees that during employment and for a period of two years after separation from employment, whether voluntary or involuntary or with or without cause, Employee will not whether for his/her own account or on behalf of any other person or entity, and whether acting as an employee, agent, officer, stockholder, partner or owner of another person or entity or in some other capacity, in any manner solicit an individual who was a patient of the Company or its affiliates for the purposes of providing services the same as or similar to those provided to such patient by the Company or in any manner encourage any patient of the Company or its affiliates to cease receiving services from the Company or its affiliates. For purposes of this paragraph, patient of the Company means any individual who received wellness services from the Company or its affiliates at the time of Employee’s separation from employment or within the six months prior to Employee’s separation from employment. Employee of the Company does not include any individual who has not been employed by the Company for a period of at least six (6) months
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7. Employee agrees that, to the maximum extent permitted by law, he/she will not, by any verbal, written or electronic expression or communication, or by any deed or act of communication, make knowingly false statements about the Company, its officers, agents, or employees, or their reputation or character, or any of their actions, services, products, writings, policies, practices, procedures or advertisements.
8. The provisions of this Agreement shall be enforced to the fullest extent permissible under the laws and public policies applied in each jurisdiction in which enforcement is sought. Accordingly, if any particular portion of this Agreement shall be adjudicated to be invalid or unenforceable, such portion shall be deemed amended or deleted to the extent necessary to be valid and enforceable.
9. The prevailing party, after exhaustion of all appeals, in any action pursuant to this Agreement shall be entitled to the award of reasonable attorneys’ fees and court costs.
10. The Parties agree that this Agreement shall be binding upon Employee and his/her heirs, successors, assigns, and personal representatives, and inure to the benefit of the Company, its successors and its assigns. Employee may not assign any rights or duties under this Agreement.
11. The Parties agree that the failure of the Company to enforce any term of this Agreement (or any agreement with any other person) shall not constitute a waiver of the Company’s rights or deprive the Company of the right to insist thereafter upon strict adherence to that or any other term of this Agreement, nor shall a waiver of any breach of this Agreement constitute a waiver of any preceding or succeeding breach, nor shall the passage of any amount of time after the Company becomes aware of a breach of this Agreement constitute a waiver of the Company’s rights to enforcement.
12. This Agreement supersedes all prior agreements between the Parties concerning the subject matter hereof, and this Agreement constitutes the entire agreement between the Parties with respect to the subject matter hereof and all previous discussions, promises, representations, and understandings relating to the topics herein discussed are hereby merged into this Agreement. This Agreement may be modified only by a written instrument signed by Employee and the Chief Executive Officer of the Company. No person has any authority to make any representation or promise on behalf of any of the Parties not set forth herein, and this Agreement has not been executed in reliance upon any representation or promise except those executed herein. Employee recognizes and acknowledges that this Agreement does not alter the terms and conditions of Employee’s Employment Agreement with the Company except as it relates to Employee’s non-competition, non-solicitation, and non-disclosure obligations. All other terms and conditions of Employee’s Employment Agreement with the Company including, but not limited to, Employee’s term of employment, notification of termination, and binding arbitration remain in full force and effect.
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13. The validity and construction of this Agreement or of any of its terms or provisions shall be determined under the laws of the State of Maryland, regardless of any principles of conflicts of laws or choice of laws of any jurisdiction. The state courts of the State of Maryland and, if the jurisdictional prerequisites exist at the time, the United States District Court for the District of Maryland, shall have sole and exclusive jurisdiction to hear and determine any dispute or controversy arising under or concerning this Agreement.
14. Employee acknowledges that he/she has read this Agreement in its entirety and understands all of its terms and conditions, that he/she has had the opportunity to consult with any individuals of his/her choice regarding his/her agreement to the provisions contained herein, including legal counsel of his/her choice, that he/she is entering into this Agreement of his/her own free will, without coercion from any source, and he/she agrees to abide by all of the terms and conditions herein contained.
[Employee Name] | ||
For: XXXX Health MD, LLC |
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