EXHIBIT 10.51
NON-COMPETITION AND NON-DISCLOSURE FORM OF AGREEMENT
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In consideration and as a condition of my employment or continued
employment by Physician Health Corporation (the "Company"), I hereby agree with
the Company as follows:
1. I covenant and agree that for so long as I am employed by the Company
and for a two (2) year period thereafter, I will not, without the prior written
consent of the Company, directly or indirectly, within the metropolitan
statistical service areas identified on Exhibit A attached hereto (i) provide as
a manager, employee, officer or consultant any services of the type included in
my employment duties described below for any medical management services company
which develops or manages physician networks or provides management or contract
negotiation services to physician practices or (ii) solicit or attempt to
solicit any employee of the Company either to work for me personally or on
behalf of any other person or entity. The parties acknowledge that this
Agreement may be amended from time to time by substituting a new Exhibit A to
expand the geographic scope of the restrictions contained in this Article 3.1 to
include each of the new markets in which the Company is then doing business.
For purposes of this section, my employment duties shall include _______________
________________________________________________________________________________
Notwithstanding the foregoing, if my employment is terminated "without cause,"
then the restrictions contained in clause (i) above shall terminate. For
purposes of this paragraph, termination "without cause" shall mean termination
of my employment for any reason other than resignation, death, disability (as
such term is defined in the Amended and Restated Stockholder Agreement of even
date herewith), conviction of a felony or violation of this Agreement.
2. I will not at any time, whether during or after the termination of my
employment, reveal to any person or entity any of the trade secrets or
confidential information concerning the organization, business or finances of
the Company or of any third party which the Company is under an obligation to
keep confidential (including but not limited to trade secrets or confidential
information respecting inventions, products, designs, methods, know-how,
techniques, systems, processes, software programs, works of authorship, customer
lists, projects, plans and proposals), except as may be required in the ordinary
course of performing my duties as an employee of the Company, and I shall keep
secret all matters entrusted to me and shall not use or attempt to use any such
information in any manner which may injure or cause loss or may be calculated to
injure or cause loss whether directly or indirectly to the Company.
Further, I agree that during my employment I shall not make, use or permit
to be used any notes, memoranda, reports, lists, records, drawings, sketches,
specifications, software programs, data, documentation or other materials of any
nature relating to any matter within the scope of the business of the Company or
concerning any of its dealings or affairs otherwise than for the benefit of the
Company. I further agree that I shall not, after the termination of my
employment, use or permit to be used any such notes, memoranda, reports, lists,
records, drawings, sketches, specifications, software programs, data,
documentation or other materials, it being agreed that all of the foregoing
shall be and remain the sole and exclusive property of the Company and that
immediately upon the termination of my employment I shall deliver all of the
foregoing, and all copies thereof, to the Company, at its main office.
3. If at any time or times during my employment, I shall (either alone or
with others) make, conceive, create, discover or reduce to practice any
invention, modification, discovery, design, development, improvement, process,
software program, work of authorship, documentation, formula, data, technique,
know-how, secret or intellectual property right whatsoever or any interest
therein (whether or not patentable or registrable under copyright, trademark or
similar statutes or subject to analogous protection) (herein called
"Developments") that (a) relates to the business of the Company or any customer
of or supplier to the Company or any of the products or services being
developed, manufactured or sold by the Company or which may be used in relation
therewith, (b) results from tasks assigned me by the Company or (c) results from
the use of premises or personal property (whether tangible or intangible) owned,
leased or contracted for by the Company, such Developments and the benefits
thereof
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are and shall immediately become the sole and absolute property of the Company
and its assigns, and I shall promptly disclose to the Company (or any persons
designated by it) each such development and, as may be necessary to ensure the
Company's ownership of such Developments, I hereby assign any rights including,
but not limited to, any copyrights and trademarks) I may have or acquire in the
Developments and benefits and/or rights resulting therefrom to the Company and
its assigns without further compensation and shall communicate, without cost or
delay, and without disclosing to others the same, all available information
relating thereto (with all necessary plans and models) to the Company.
Upon disclosure of each Development to the Company, I will, during my
employment and at any time thereafter, at the request and cost of the Company,
sign, execute, make and do all such deeds, documents, acts and things as the
Company and its duly authorized agents may reasonably require:
(a) to apply for, obtain, register and vest in the name of the Company
alone (unless the Company other-wise directs) letters patent,
copyrights, trademarks or other analogous protection in any country
throughout the world and when so obtained or vested to renew and
restore the same; and
(b) to defend any opposition or other administrative proceedings in
respect of such applications and any opposition proceedings or
petitions or applications for cancellation or revocation of such
letters patent, copyright or other analogous protection.
In the event the Company is unable, after reasonable effort, to secure my
signature on any letters patent, copyright or trademark registration
applications or other documents regarding any legal protection relating to a
Development, whether because of my physical or mental incapacity or for any
other reason whatsoever, I hereby irrevocably designate and appoint the Company
and its duly authorized officers and agents as my agent and attorney-in-fact, to
act for and in my behalf and stead to execute and file any such application or
applications or other documents and to do all other lawfully permitted acts to
further the prosecution and issuance of letters patent, copyright or trademark
registrations or other legal protection thereon with the same legal force and
effect as if executed by me.
4. I agree that any breach of this Agreement by me will cause irreparable
damage to the Company and that in the event of such breach the Company shall
have, in addition to any and all remedies of law, the right to an injunction,
specific performance or other equitable relief to prevent the violation of my
obligations hereunder.
5. I understand that this Agreement does not create an obligation on the
Company or any other person or entity to continue my employment.
6. I represent that the Developments identified in the pages, if any,
attached hereto comprise all the unpatented and unregistered copyrightable
Developments which I have created, made or conceived prior to my employment by
the Company, which Developments are excluded from this Agreement. I understand
that it is only necessary to list the title and purpose of such Developments but
not details thereof.
I further represent that my performance of all of the terms of this
Agreement and as an employee of the Company does not and will not breach any
agreement to keep in confidence proprietary information acquired by me in
confidence or in trust prior to my employment by the Company. I have not
entered into, and I agree will not enter into, any agreement either written or
oral in conflict herewith.
7. Any waiver by the Company of a breach of any provision of this
Agreement shall not operate or be construed as a waiver of any subsequent breach
of such provision or any other provision hereof.
8. I hereby agree that each provision herein shall be treated as a
separate and
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independent clause, and the unenforceability of any one clause shall in no way
impair the enforceability of any of the other clauses herein. Moreover, if one
or more of the provisions contained in this Agreement shall for any reason be
held to be excessively broad as to scope, activity, subject or otherwise so as
to be unenforceable at law, such provision or provisions shall be construed by
the appropriate judicial body by limiting, or reducing it or them, so as to be
enforceable to the maximum extent compatible with the applicable law as it shall
then appear.
9. My obligations under this Agreement shall survive the termination of
my employment regardless of the manner of such termination and shall be binding
upon my heirs, executors, administrators and legal representatives.
10. The term "Company" shall include Physician Health Corporation and any
of its subsidiaries, subdivisions or affiliates. The Company shall have the
right to assign this Agreement to its successors and assigns, and all covenants
and agreements hereunder shall inure to the benefit of and be enforceable by
said successors or assigns.
11. This Agreement shall be governed by and construed in accordance with
the laws of the State of Georgia.
IN WITNESS WHEREOF, the undersigned has executed this Agreement as a sealed
instrument as of the 28th day of December, 1995.
____________________________________________
Signature
____________________________________________
Name (please print)
____________________________________________
Address
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