EXHIBIT 10.7
NON-COMPETITION, NON-SOLICITATION
AND CONFIDENTIALITY AGREEMENT
THIS AGREEMENT is made this ____ day of __________, 1998, by
and between MEDE AMERICA CORPORATION (the "Company") and _________________
("Employee").
In consideration of the employment of the Employee and the
salary and other remuneration and benefits paid by the Company to the Employee
while employed by the Company, and other good and valuable consideration, the
receipt and sufficiency of which is hereby acknowledged by the parties, the
parties agree:
1. NON-COMPETITION
(a) The Employee agrees that the Company is engaged in the
highly-competitive business of providing Healthcare Electronic Data Interchange
("EDI") services. The Employee agrees that due to the Employee's unique position
with the Company, which encompasses, among other things, strategic planning,
business development, promotion of shareholder interests, maintenance of
positive investor relations, and the supervision of personnel related to these
functions, engaging in any business which is directly or indirectly competitive
with the Company will cause the Company great and irreparable harm.
(b) The Employee agrees that the Employee's work for the
Company has brought and will continue to bring the Employee into close contact
with many of the Company's customers, trade secrets and confidential and
proprietary information. The Employee further agrees that the covenants
contained in paragraph 1(d) of this Agreement are reasonable and necessary to
protect the Company's legitimate business interests in its customer
relationships, trade secrets and proprietary and confidential information
(c) The Employee agrees that while employed by the Company, the
Employee will faithfully devote the Employee's best efforts and entire time to
advance the interests of the Company and will not directly or indirectly, on the
Employee's own behalf or another's behalf, engage in any manner in any business
relating to the provision of Healthcare EDI services, other than as an employee
of the Company.
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(d) The Employee agrees that for twelve (12) months after the
cessation of the Employee's employment with the Company, the Employee shall not,
directly or indirectly, on the Employee's own behalf or another's behalf, engage
in or perform, strategic planning, business development, promotion of
shareholder interests, maintenance of positive investor relations, and the
supervision of personnel related to these functions in a Healthcare EDI
organization, anywhere within the United States. The provisions of this
subparagraph apply, but are not limited to, the performance of the
above-described services for Envoy/NEIC, Inc. as an employee, officer, director,
partner or consultant.
2. NON-S0LICITATION OF CUSTOMERS
(a) The Employee agrees that while employed by the Company, the
Employee has had and will continue to have contact with and become aware of the
Company's customers and the representatives of those customers, their names and
addresses, specific customer needs and requirements, and leads and references to
prospective customers. The Employee further agrees that loss of such customers
will cause the Company great and irreparable harm.
(b) The Employee agrees that, for twelve (12) months after the
cessation of employment, the Employee will not directly or indirectly solicit,
contact, call upon, communicate with or attempt to communicate with any
customer, former customer or prospective customer of the Company for the purpose
of providing Healthcare EDI services. This restriction shall apply only to any
customer, former customer or prospective customer of the Company with whom the
Employee had contact during the Employee's employment with the Company. For the
purposes of this paragraph, "contact" means interaction between the Employee and
the customer, former customer or prospective customer which takes place to
initiate, develop or further the business relationship, or performing services
for the customer, former customer or prospective customer on behalf of the
Company.
3. NON-SOLICITATION OF EMPLOYEES
The Employee agrees that, for as long as the Employee is
employed by the Company and for twelve (12) months after the cessation of the
Employee's employment, the Employee will not recruit, hire or attempt to recruit
or hire, directly or by assisting others, any other employee of the
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Company with whom the Employee had contact during the Employee's employment with
the Company. For the purposes of this paragraph, "contact" means any interaction
whatsoever between the Employee and the other employee.
4. TRADE SECRETS AND CONFIDENTIAL INFORMATION
(a) The Company's involvement in the business of Healthcare EDI
services has required and continues to require the expenditure of substantial
amounts of money and the use of skills developed over a long period of time. As
a result of these investments of money, skill and time, the Company has
developed and will continue to develop certain valuable trade secrets and
confidential information that are peculiar to the Company's business, the
disclosure of which would cause the Company great and irreparable harm.
(b) The term "Trade Secrets" means any scientific or technical
information, design, process, procedure, formula or improvement that is valuable
and not generally known to the Company's competitors. To the fullest extent
consistent with the foregoing and otherwise lawful, Trade Secrets shall include,
without limitation, information and documentation pertaining to the design,
specifications, capacity, testing, installation, implementation and customizing
techniques and procedures concerning the Company's present and future products
and services.
(c) The term "Confidential Information" means any data or
information and documentation, other than Trade Secrets, which is valuable to
the Company and not generally known to the public, including, but not limited
to:
i. Financial information, earnings, assets, debts, prices,
fee structures, volumes of purchases or sales, or other financial data, whether
relating to the Company generally or to particular products, services,
geographic areas or time periods;
ii. Supply and service information, including, but not
limited to, information concerning the goods and services utilized or purchased
by the Company, the names and addresses of suppliers, terms of supplier service
contracts or of particular transactions, or related information about potential
suppliers, to the extent that such information is not generally known to the
public, and to the extent that the combination of suppliers or use of particular
suppliers, though
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generally known or available, yields advantages to the Company the details of
which are not generally known;
iii. Marketing information, including, but not limited to,
details about ongoing or proposed marketing programs or agreements by or on
behalf of the Company, marketing forecasts, results of marketing efforts or
information about impending transactions;
iv. Personnel information, including, but not limited to,
employees' compensation or other terms of employment, actual or proposed
promotions, hiring, resignations, disciplinary actions, terminations or reasons
therefor, training methods, performance or other employee information; and,
v. Customer information, including, but not limited to,
any compilations of past, existing or prospective customers or customer
representatives, customer proposals or agreements between customers and the
Company, status of customer accounts or credit, customer preferences or related
information about actual or prospective customers.
5. NON-DISCLOSURE OF TRADE SECRETS
AND CONFIDENTIAL INFORMATION
The Employee agrees, except as specifically required in the
performance of the Employee's duties for the Company, that the Employee will
not, during the course of employment by the Company and for so long thereafter
as the pertinent information or documentation remain Trade Secrets, directly or
indirectly use, disclose or disseminate to any other person, organization or
entity or otherwise employ any Trade Secrets. The Employee further agrees,
except as specifically required in the performance of the Employee's duties for
the Company, that the Employee will not, during the course of employment by the
Company and for twelve (12) months after the cessation of that employment,
disclose or disseminate to any other person, organization or entity or otherwise
employ any Confidential Information. The obligations set forth herein shall not
apply to any Trade Secrets or Confidential Information which shall have become
generally known to competitors of the Company through no act or omission of the
Employee.
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6. RETURN OF PROPERTY
The Employee agrees to deliver to the Company upon the
cessation of employment, and at any other time upon the Company's request, (i)
all memoranda, notes, records, computer programs, computer files, computer
equipment, drawings or other documentation, whether made or compiled by the
Employee alone or with others or made available to the Employee while employed
by the Company, pertaining to Trade Secrets, Confidential Information, and (ii)
all Trade Secrets, Confidential Information of the Company in the Employee's
possession.
9. WAIVER OF BREACH
The Company's waiver of a breach of any provision of this
Agreement by the Employee does not waive any subsequent breach by the Employee,
nor does the Company's failure to take action against any other employee for
similar breaches operate as a waiver by the Company of a breach.
11. SEVERABILITY
If any provision in this Agreement is determined to be in
violation of any law, rule or regulation or otherwise enforceable, such
determination shall not affect the validity of any other provision of this
Agreement, but such other provisions shall remain in full force and effect. Each
provision, paragraph and subparagraph of this Agreement is severable from every
other provision, paragraph and subparagraph and constitutes a separate and
distinct covenant.
12. SUCCESSORS
This Agreement shall be binding upon and inure to the benefit
of the Company and its successors and assigns, and the Employee, the Employee's
heirs, executors and administrators.
13. INJUNCTIVE RELIEF
The Employee understands, acknowledges and agrees that in the
event of a breach or threatened breach of any of the covenants and promises
contained in this Agreement, the Company will suffer irreparable injury for
which there is no adequate remedy at law, and the Company will therefore be
entitled to injunctive relief from the courts enjoining said breach or
threatened breach
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pending arbitration, as provided in paragraph 14 of this Agreement. The Employee
further acknowledges that the Company also shall have the right to seek a remedy
at law as well as or in lieu of equitable relief in the event of any such
breach.
16. ENTIRE AGREEMENT AND MODIFICATION
This Agreement supersedes any and all prior understandings and
agreements between the parties concerning restrictions on competition,
solicitation of customers and employees and confidentiality. This Agreement may
not be altered or amended except in conformity with Paragraphs 10 and 11, above,
or in writing, signed by the Employee and a representative of the Company with
actual authority to effect such alteration or amendment.
17. CHOICE OF LAW
The parties agree that this Agreement is to be governed by and
construed under New York law, without regard to the conflicts or choice of law
provisions of New York.
IN WITNESS WHEREOF, the parties hereto have duly executed this
Agreement on the date first above mentioned.
MEDE AMERICA CORPORATION
By:
----------------------------- ---------------------------------
[MedE Representative] Employee
---------------------------------
Witness
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