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EXHIBIT 99(c)(23)
NON-SOLICITATION AGREEMENT
THIS NON-SOLICITATION AGREEMENT ("Agreement") is made and entered
into among Science Applications International Corporation ("SAIC") and Xxxxxxx
Ghilglieri ("Employee").
1. EFFECTIVE DATE. This Agreement shall be effective as of the
closing date pursuant to that certain Agreement and Plan of Merger dated
February 21, 1999, among SAIC, Oscar Acquisition Corporation, and Oacis
Healthcare Systems ("Oacis").
2. CONSIDERATION. In consideration, in part, of the covenants of
Employee set forth in Section 3 below, SAIC shall provide to Employee the
special retention package described in that certain letter dated February 19,
1999.
3. NON-SOLICITATION COVENANT. Throughout the period beginning on
the Effective Date and continuing for a period of one (1) year from the date
Employee, for whatever reason, ceases to be employed by Oacis, SAIC or any other
affiliate or subsidiary of SAIC , Employee, without SAIC's prior written
consent, shall not, directly or indirectly, whether as an employee, consultant,
independent contractor, partner, joint venturer or otherwise, (i) solicit or
induce, or in any manner attempt to solicit or induce, any person employed by,
or as agent of, Oacis, SAIC or any other affiliate or subsidiary of SAIC to
terminate such person's employment or agency, as the case may be, therewith or
(ii) divert, or attempt to divert, any person, concern, or entity from doing
business with Oacis, SAIC or any other affiliate or subsidiary of SAIC, nor will
Employee attempt to induce any such person, concern or entity to cease being a
customer or supplier of Oacis, SAIC or any other affiliate or subsidiary of
SAIC.
4. EXTENSION OF EXISTING EMPLOYEE CONFIDENTIALITY AND
PROPRIETARY INFORMATION AGREEMENT. Employee agrees that the term "Company" as
set forth in that certain Employee Confidentiality and Proprietary Information
Agreement between Oacis and Employee shall be deemed to include SAIC and its
other affiliates and subsidiaries.
5. SEVERABLE PROMISES. This Agreement shall be enforced to the
fullest extent permissible under the law applicable. If any particular
provisions or portion of this Agreement shall be adjudicated to be invalid or
unenforceable by a court of competent jurisdiction, this Agreement shall be
deemed amended to delete therefrom such provision or portion adjudicated to be
invalid or unenforceable, such amendment to apply only with respect to the
operation of this paragraph in the particular jurisdiction in which such
adjudication is made.
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6. MISCELLANEOUS.
(a) GOVERNING LAW. Except as expressly set forth in
Section 5, questions concerning the validity and operation of this Agreement and
the performance of the obligations imposed upon the parties hereunder shall be
governed by the laws of the State of California.
(b) CUMULATIVE REMEDIES; NO WAIVER. Each and all of the
several rights and remedies provided in this Agreement, or by law or in equity,
shall be cumulative, and no one of them shall be exclusive of any other right or
remedy, and the exercise of any one of such rights or remedies shall not be
deemed a waiver or, or an election to exercise, any other such right or remedy.
No waiver of any term or condition of this Agreement shall be construed as a
waiver of any other term or condition.
(c) ATTORNEYS' FEES. In the event of any action or
proceeding relating to this Agreement, the prevailing party shall be entitled to
reasonable attorneys' fees.
(d) COUNTERPARTS. This Agreement may be executed
simultaneously in two or more counterparts, each of which shall be deemed an
original, but all of which together shall constitute one and the same
instrument.
(e) AMENDMENT AND MODIFICATIONS. Subject to applicable
law, this Agreement may be amended, modified and supplemented only by written
agreement among the parties hereto which states that it is intended to be a
modification of this Agreement.
(f) ASSIGNMENT. This Agreement shall be binding upon and
shall inure to the benefit of any successor or assignee of Oacis.
Dated: February 20, 1999
"SAIC" SCIENCE APPLICATIONS
INTERNATIONAL CORPORATION
By: /s/ Xxxxx X. Xxxxxx
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"EMPLOYEE" /s/ Xxxxxxx Xxxxxxxxx
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