Exhibit


Exhibit 10.2


EMPLOYMENT AGREEMENT


This Employment Agreement (this “Agreement”)   is entered into as of the Effective Date set forth on
Schedule A hereto, by and between athenahealth, Inc. (“Athena”) and the undersigned Employee (“Employee”).
The parties agree as follows: 
I.          Employment; Term
a.           Athena  hereby  employs  Employee,  and  Employee  accepts  employment  with Athena,  upon the terms and conditions contained  in this Agreement.


b.          Employee  acknowledges  and agrees that adequate consideration  (e.g., participation  in Athena’s revised  annual  variable  compensation   plan,  the  potential  of  receiving  higher  cash  and  equity  bonus  target payouts  under  that  plan  than  under  prior  plans,  and  access  to Athena’s   confidential   information  to  which Employee   would  not  otherwise   have  had  access)   was  given   in  exchange   for  Employee’s   entry  into  this agreement  and  that  the  provisions   of  this  Agreement   shall  apply  regardless   of  any  change  in  Employee’s compensation,   duties,  responsibilities,   role,  reporting  structure,  or title  during  the  course  of the  Employment Period.


c.           Employee’s  employment  is at-will and for no definite period of time; either Employee or Athena may terminate  Employee’s  employment  at any time with or without reason and with or without advance notice, Upon termination  of employment,  Employee  will only be entitled to receive  any accrued  but unpaid portion  of Employee’s   base  salary  through  the  date of  termination,   any  accrued  but  unused  paid  time  off,  outstanding expenses  reimbursable   under  Athena’s   then-applicable   policies,  and  any  other   benefits  that  may  be  owed through the date of termination.   Upon and following  termination,  Athena  will have no liability or obligation  to Employee other than as specifically  set forth in this Section  I(b) or as provided by law.


d.          Upon   Athena’s    request   or   the   termination    of   Employee’s    employment,    Employee   will immediately  return to Athena  all (i) documents,  materials,  records,  files,  notes, designs,  drawings,  notebooks, data, databases,  and other  information.  in any media,  related  to the business  of Athena  or any of its affiliates, including  all  copies;  (ii) property   (whether   owned  or  leased)  of  Athena  or  any  of  its  affiliates  that  is  in Employee’s   possession  or  control  (including,   but  not  limited  to,  badges,  computer   hardware,  data  storage devices,  manuals,  programs,  printers.  faxes, telephones,  calling  or credit  cards, supplies,  tools,  and vehicles); and (iii) documents  and other media containing  any Confidential  Information  (as defined  in Section 3).  At such time, Employee shall also destroy  any Confidential  Information  in Employee’s  possession  or control that cannot be returned  to Athena  (e.g., information  that  is in an electronic  or  magnetic  format  and  not  on equipment  or media  owned  by Athena).   At Athena’s  request,  Employee  will  provide  Athena  or its designee  with access  to electronic devices that Employee  used during the Employment  Period so that Athena can confirm that no Athena information  is on such equipment.


e.           Sections 3 through 9 will remain in effect following termination of Employee’s employment with Athena.


2.          Duties


a.           During the period that Employee is employed by Athena (the “Employment Period”). Employee will: (i) serve in Employee’s  current position  or in any other position  that Athena may from time to time assign to Employee;  (ii) perform  all duties associated  with each such position,  as well  as such other duties as Athena may from time to time assign to Employee,  in each case in a timely and professional  manner and in accordance with Athena’s  reasonable  instructions;  (iii) devote  substantially  all of his or her business  time and effort to the performance of such duties;  and (iv) comply with Athena’s  policies and procedures  as in effect from time to time (including,  but not limited to. those relating to conduct  or legal compliance).









b.          Employee  warrants  to Athena that, except  as disclosed  on Schedule A hereto,  Employee  is not party  to any agreement  or understanding   that would  limit  the ability  of Employee  to work  in any capacity or position at Athena (e.g., any non-compete,  non-disclosure,  or similar agreement).


3.          Confidential Information


a.          “Confidential   Information”  means any and all information  belonging to Athena,  or belonging to any third party (e.g., any of Athena’s  affiliates,  clients,  or vendors)  and held in confidence  by Athena, that: (i) is not generally  known  to the public, (ii) is designated  or treated  by Athena  or such third party as confidential,  or (iii) would  be  reasonably   understood   to  be  of  a  confidential   nature  for  a  company  in  Athena’s   industry. Confidential  Information  may  be in any  form and  includes,  but is not limited  to, information  consisting  of or relating to: algorithms,  formulas, methods,  models, processes.  and work flows; specifications;  know-how, show­ how, and trade secrets; Assigned  Intellectual  Property and Proprietary  Rights (each as defined  below); research and development  activities and test results; patent and trademark  applications;  software, source code, and object code; contracts and arrangements;  business  records; customer  and vendor lists and information;  marketing plans, business  plans. and  financial  information  and projections;  compensation  arrangements  and personnel  files; tax arrangements  and strategies;  intercompany  arrangements;  costs, price lists, and pricing policies;  and any existing or proposed acquisition,  strategic  alliance, or joint venture.


b.          Confidential  Information  shall not include  information  that (i) is or becomes  publicly  available through  no fault of Employee,  (ii) is shown  by written  record  to have  been in the possession  of or known  to Employee   prior  to  the  Employment   Period,  (iii) is  shown   by  written   record  to  have  been  independently developed  by Employee,  or  (iv) is  made  available  without  restriction  to  Employee  by a  third  party  outside Athena and its affiliates  without  breach  of any confidentiality  obligation.    Furthermore,  this  Section 3 will not apply to the extent that Employee  is required to disclose  any Confidential  Information  by applicable  law or legal process,  and. to  the  extent  legally  permissible,  Employee  promptly  notifies  Athena  of such  requirement  and cooperates with Athena (at its expense)  to contest or limit such disclosure.


c.           During  the Employment   Period  and at  all times thereafter,  Employee  shall  use best efforts to hold all Confidential  Information  in the strictest confidence,  without disclosure  to any third party (even Athena’s employees,  consultants,  and professional  advisors)  except  as necessary  to perform Employee’s  duties hereunder or  as  expressly  authorized   in  advance   by Athena,  and  will  use  such  information  solely  for the  purpose  of performing  services  for Athena  and  not for Employee’s  own benefit  or that of any third party.  Employee  shall not  (i) disclose  or  use  more  than  the  minimum  amount   of  information   necessary  for  the  purpose  of  that disclosure  or use; (ii) render any services  to any third party to which  or to whom  Confidential  Information  has been, or is threatened  to be, disclosed  contrary  to this  Section 3; or (iii) use or disclose  any information  that  is subject to confidentiality  restrictions  placed upon it by a third party and may not be disclosed  to Athena (Athena expressly disclaims any request or requirement  that Employee  disclose or use any such information).


d.          Employee  recognizes  and acknowledges  that (i) Athena  is regulated  as a Covered  Entity under the  Health Insurance  Portability  and Accountability  Act  of  1996 (“HIPAA”);  (ii) in the course  of employment, Employee  may  have  access  to  Protected   Health  Information   (“PHI”),   as  defined  under  HIPAA,  and  other personally   identifiable   information   (“PII”)   covered   by  applicable   privacy   laws;  and  (iii) PHI  and  PH  are Confidential   Information,   subject  to  strict  confidentially   and  security  restrictions   under  HIPAA,  applicable Athena policies, and other applicable  law.


e.           All  Confidential   Information  and  any  media  containing  it are  and shall  remain  the  property solely of Athena or the third party that provided such information  to Athena,  and Employee shall not obtain any right, title, or interest  in or to any Confidential  Information  under this Agreement  or by the performance  of any obligations hereunder.

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4.          Intellectual Property a.           Definitions
i.          “Assigned Intellectual Property” means any and all Intellectual Property that is in whole
or in part authored,  conceived,  created,  developed,  discovered,  invented,  learned, made, originated,  prepared, or reduced  to practice  by Employee,  either  alone  or together  with others,  during  or after the  Employment  Period and (A) arises out of, is based  upon, or incorporates  any Confidential  Information;  (B)  is made through the use of equipment,  facilities,  supplies,  funds, or other property  of Athena or any of its affiliates; or (C)  arises out of or relates to work performed  by Employee  for Athena or any of its affiliates.


ii.          “Intellectual   Property”  means all concepts,  creations,  developments,  discoveries,  ideas, improvements,   innovations,   and  inventions;   designs,   models,   plans,  and  prototypes;   methods,   procedures, processes,  shop practices,  and techniques;  algorithms  and formulas;  data, databases,  and data structures;  source and object codes, software,  and computer  programs; systems  and topologies;  data, hardware, and user interfaces; reports   and  test   results;   specifications;    documentation,    memoranda,    notebooks,   notes,   papers,   records, workbooks,  and  writings;  drawings,   expressions,   graphics,  illustrations,   and  photographs;   dress,  marks,  and names;  works  of  authorship;   know-how,  show-how,   and  trade  secrets;  and  any  improvements   on or   to,  or derivative  works  from,  any  of  the  foregoing,  whether  or  not  reduced  to  writing,  patented  or  patentable,  or registered or registrable under copyright,  trademark, or similar laws.


iii.     “Proprietary   Rights”   means  any  and  all  right,  title,  and  interest  in,  to,  and  under (A) patents,  copyrights,   trademarks,   service   marks,  and  trade  names   that  constitute   or  relate  to Assigned Intellectual   Property;  (B) applications   to  register  any  of  the  foregoing   (including,   but  not  limited  to,  any continuations,  divisions,  extensions,  and reissues  of any patent application);  (C) trade secrets  that constitute  or relate  to Assigned   Intellectual   Property;  and  (D)  goodwill  associated   with  any  of  such  trademarks,  service marks, or trade names.


b.          Employee  hereby  acknowledges   and  agrees that  any Assigned  Intellectual  Property  that is an original work of authorship  protectable  by copyright  is a “work  made  for hire,”  as that  term is defined  in the United  States Copyright  Act of  1976, and will be automatically  the property  solely of Athena.   If the copyright to such Assigned  Intellectual  Property  will  not  be Athena’s   property  by  operation  of law, Employee  hereby, without  further  consideration,   assigns  to Athena  all  of  Employee’s   right,  title,  and  interest  in  and  to  such copyright.


c.           Employee  hereby  irrevocably  and exclusively  assigns to Athena  all right, title, and interest that Employee  has,  or at  any  time  may  come  to have,  in  and  to any  and  all Assigned  Intellectual  Property  and Proprietary   Rights.    During  the  Employment   Period  and  thereafter,  Employee  shall  (i) keep  and  maintain adequate  and current  notes and  other  records  of all Assigned  Intellectual  Property, (ii) provide  such notes and records to Athena  from time to time upon Athena’s  request,  and (iii) provide  prompt written notice to Athena of the development  or creation  of any Assigned  Intellectual  Property  or Proprietary  Right.   Employee  agrees  to execute  such instruments  of assignment,  confirmation,  conveyance,  or transfer  and other documents  as Athena may reasonably  request  to confirm,  evidence,  or perfect  the  assignment  of  all of Employee’s   right, title,  and interest  in and to any and all Assigned  Intellectual  Property  and Proprietary  Rights.   Employee  hereby waives and quitclaims to Athena any and all claims of any nature whatsoever  that Employee  may now or hereafter have in any Assigned  Intellectual  Property or for infringement  of any Proprietary  Rights assigned hereunder.


d.          At Athena’s  request  and expense,  Employee  will assist Athena  in every proper way (including, without  limitation,  by executing  patent  applications)  to obtain  and  enforce  Proprietary  Rights  in any country. Employee’s obligation under this paragraph shall continue indefinitely after the Employment Period.


e.           By   this   Agreement,    Employee   hereby   irrevocably   constitutes    and   appoints   Athena    as Employee’s  attorney-in-fact  solely  for the purpose of executing,  in Employee’s  name and on Employee’s  behalf, (i) such  instruments  or other  documents  as may be necessary  to evidence,  confirm,  or perfect  any assignment

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pursuant to the provisions of this Section 4 and (ii) such applications, certificates, instruments, or documents as may be necessary to obtain or enforce any Proprietary Rights in any country of the world.  This power of attorney is coupled with an interest on the part of Athena and is irrevocable.


f.          Employee’s obligation to assign Assigned Intellectual Property and Proprietary Rights shall not apply to any Prior Invention disclosed on Schedule A hereto, Employee represents that Schedule A contains a complete list of all Prior Inventions and, if there is no Schedule Aattached hereto, or if it is left blank, there are no Prior Inventions.  If Employee incorporates into a product, service, or process of Athena or any of its affiliates a Prior Invention or any other Intellectual.  Property in which Employee has an interest, or if the manufacture, use, sale, or import of any product or service of Athena or any of its affiliates or the practice of any process of Athena or any of its affiliates would infringe any Prior Invention or any other Intellectual Property in which Employee has an interest, Athena is hereby automatically granted a non-exclusive, royalty-free,  fully paid, irrevocable, transferable, perpetual, world-wide license under such Prior Invention or other Intellectual Property to make, have made, modify, use, import, and sell such product or service or to practice such process, Prior Invention, or Intellectual Property.


g.         The provisions of this Section 4 shall not apply to the extent that they are invalid under applicable law. For example, if Employee is a resident of the State of California, the assignment  provisions of Section 4(c) shall apply only to Intellectual Property that meets anyone of the following criteria: (i) at the time of conception or reduction to practice of that Intellectual Property, it relates to (A) the business, projects, or actual or demonstrably anticipated research or development  of Athena of any of its affiliates; (B) any product or service of any of those entities; or (C) the manufacture  or utilization of any of those products or services; (ii) it results from any work performed directly or indirectly by Employee for Athena; or (iii) it results, at least in part, from Employee’s use of Athena’s time, equipment, supplies, facilities, or trade secret information;  provided, however, that Assigned Intellectual Property shall not include any Intellectual Property that that is excluded under the provisions of California Labor Code Section 2870 (a copy of which is included on Schedule A).


5.         Covenant Against Competition:  Non-Solicitation


a.         Exclusions.  Each provision of this Section 5 shall not apply to the extent that it is invalid under  applicable  law  (e.g., if  Employee  is  a  resident  of  the  State  of California,  the  provisions of Section 5(c) shall not apply at any time following the Employment Period).  In addition, the provisions of Section 5(c) shall not apply at any time following the Employment Period If Employee’s employment is terminated by Athena without Cause or by Employee for Good Reason (see definitions in Section 5(1)).


b.         Maintenance of Third-Party Confidentiality. Athena respects the confidentiality of third parties’ information, and Employee shall not provide any information that is confidential to a former employer to Athena or use such information in the performance of Employee’s duties as an Athena employee.


c.         Non-Compete.  During the Employment Period, Employee shall not render any services in any capacity to any Competitive  Business or be a director, officer, stockholder,  partner, principal, manager, member, owner, or trustee of, or joint venturer with, any Competitive  Business, provided that Employee may own up to 2% of  an entity’s equity  securities that  are traded  on any national securities exchange.   Following the Employment Period, Employee shall comply with each of the Following provisions (i) through (v) that apply:


i.          Business Development. I f Employee served in a business development  role at Athena or any of its affiliates at any time during the twelve months immediately preceding  the end of the Employment Period, Employee shall not, in the United States, at any point during the six months (or twelve months if the Employment Period was longer than six months) immediately  following the Employment  Period: (A) render any business development services in any capacity to any third party with which Employee discussed a business relationship  or transaction,  or about which Employee learned Confidential  Information, during the Employment Period while serving in a business development capacity (a “Transaction Partner”) or to any Competitive Business; or (B) be a director, officer, stockholder,  partner, principal,  manager, member, owner, or trustee of, or

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joint venturer with, any Competitive   Business or Transaction Partner, provided that Employee may own up to
2% of an entity’s equity securities that are traded on any national securities exchange.


ii.          Leadership.    If Employee  served  at the Director  level (or the equivalent)  or higher  at Athena  or any  of  its affiliates   at  any  time  during  the  twelve  months  immediately   preceding  the  end  of the Employment  Period,  Employee  shall not, in the United  States,  at any  point  during  the six months  (or twelve months if the Employment  Period was longer than six months)  immediately  following  the Employment  Period: (A) render any services  in any capacity  to any Competitive  Business;  or (8)  be a director,  officer, stockholder, partner,  principal,  manager,  member,  owner,  or trustee  of,  or joint  venturer  with,  any  Competitive  Business, provided  that  Employee   may  own  up to 2%  of an entity’s   equity  securities  that  are traded  on any  national securities  exchange.


iii.             Product   or   Service Development.    If Employee   served   in  a  software   or  content development,  product or innovation  management,  or user experience  role at Athena or any of its affiliates at any time during the twelve months  immediately  preceding the end of the Employment  Period, Employee shall not in the  United States,  at any point  during the six months  (or twelve  months  if the Employment  Period was longer than  six  months)  immediately   following  the  Employment   Period:  (A) render  any  development,   development management,  user experience,  or other product innovation  services in any capacity to any Competitive  Business; or  (B) be a director,  officer, stockholder.  partner,  principal,  manager,  member,  owner,  or trustee  of,  or joint venturer  with,  any  Competitive   Business,  provided  that  Employee  may  own  up to  2%  of  an entity’s   equity securities that are traded on any national securities exchange.


iv.         Sales.   If Employee  served  in a sales  capacity  at Athena  or any of its affiliates  at any time during the twelve  months  immediately  preceding the end of the Employment  Period,  Employee shall not, in any area assigned  to Employee  as a sales territory  by Athena  during the twelve  months  immediately  preceding the  end of the Employment   Period,  at any point during  the six  months  (or twelve  months  if the Employment Period was longer than six months)  immediately  following  the Employment  Period: (A) render  any sales, sales management,   sales  support,   or  prospective   client  solicitation   services  in  any  capacity   to  any  Competitive Business;  or (B) be a director,  officer, stockholder,  partner, principal,  manager, member, owner, or trustee of, or joint  venturer with, any Competitive  Business, provided  that Employee  may own up to 2% of an entity’s  equity securities  that are traded on any national securities  exchange.


v.    Systems.     If  Employee   served   in  a  production   systems,   network   management,   or information  security  role at Athena  or any  of its affiliates  at any time  during  the twelve  months  immediately preceding  the end of the Employment  Period, Employee  shall not, in the United States, at any point during the six months (or twelve  months  if the Employment  Period was longer than six months)  immediately following  the Employment  Period: (A) render any technology  infrastructure  or information  security services  in any capacity to any Competitive  Business;  or (B) be a director, officer, stockholder,  partner, principal, manager, member, owner, or trustee of, or joint venturer  with, any Competitive  Business,  provided that Employee may own up to 2% of an entity’s  equity securities  that are traded on any national securities  exchange.


d.          Non-Solicitation.       At all times   while   Employee   is subject   to any of the restrictions   of Section S(c), Employee shall not, directly or indirectly:


i.         solicit  or  encourage   any  of  the  following  to  purchase  or  use  products  or  services competitive  with those offered  by Athena or any of its affiliates:  (A) any client of Athena or any of its  affiliates or  (B) any  prospect  of Athena  or  any  of  its affiliates  with  which  Employee  had  contact  in connection  with employment  by Athena;  or


ii.        on behalf  of  Employee  or  any  third  party, (A) solicit  or encourage  any  employee  of Athena  or any of its affiliates  to leave such employment  or (B) hire or retain as an employee,  consultant,  or in any other capacity  any person who has left the employment  of Athena or any of its affiliates within one year of such hiring or retention.

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e.           Tolling.   Except  to the extent  prohibited  by applicable  law, if Employee  violates  any of his or her  obligations  under  this  Section 5,  the  term  of  that  obligation  will  be extended  by  a period  equal  to the duration of such violation.


f.           Definitions


i.          “Cause”  means any of the  following:  (A) embezzlement,  misappropriation  of corporate funds, or other material  acts  of dishonesty;  (B) a conviction  of, or a plea of guilty  or nolo contendere  to, any felony  (not  involving   the  operation   of  a  motor  vehicle)   or  any  misdemeanor   involving   moral  turpitude; (C) engagement  in any  activity  that  Employee  knows  or should  know  could  materially  harm  the  business  or reputation  of Athena or any of its affiliates,  provided  that this clause (C) shall not apply to any actions taken or omitted  in a good faith belief  that the action taken  or omission  was in the best interest of Athena;  (D) material violation  of any statutory,  contractual,  or common  law duty  or obligation  owed to Athena (including,  without limitation,  the  duty of loyalty)  that  causes  demonstrable   injury to Athena  or any of  its affiliates;  (E) material breach of this Agreement; or (F) repeated  failure, in the reasonable judgment  of Athena, to substantially  perform Employee’s   assigned  duties  or  responsibilities   after  written  notice  from  Athena  describing   each  failure  in reasonable  detail and  Employee’s  failure to cure that failure within thirty days of receiving such written notice, provided that written notice must be provided only if each failure is capable of cure.


ii.          “Competitive   Business”  means any business  engaged in the development,  offer, license, sale, service, or support of any product  or service that competes with any product or service that is developed  or sold by Athena  or any of its affiliates,  or that Employee  is materially  involved  in planning,  at any time during the Employment  Period.   Examples of Competitive Businesses include, but are not limited to: Automatic Data Processing,    Inc.   (AdvancedMD);    Allscripts   Healthcare    Solutions,    lnc.;   CareCloud   Corporation;    Cerner Corporation;    Doximity,    Inc.;    eClinicalWorks,     LLC;    Epic    Systems    Corporation;    Greenway    Medical Technologies,  lnc.;  Medical  Information  Technology,  Inc.  (Meditech);  Medfusion,  Inc.; NextGen  Healthcare Information   Systems,   LLC;   PDR  Network,   LLC;   Practice   Fusion,   lnc.;   Quantia   Communications,    Inc. (QuantiaMD);  ShareCare,  Inc.;  SkyScape.com,   Inc. (Physicians  Interactive);  Surescripts,  LLC; WebMD Health Corp. (Medscape);  and WorldOne, Inc. (WorldOne  Interaction/Sermo).


iii.             “Good  Reason”  means  either  of the following  that  arises without  Employee’s  written consent:  (A) if Employee  commutes,   a permanent  relocation  of Employee’s   assigned  office  that  results  in an increase in Employee’s  one-way  commuting  distance  by more than 35 miles; or (B) a 5% or greater decrease in the  total  of  Employee’s   base   salary  and  target   bonus  compensation   at  plan  (except   for  any  decrease   in compensation  that applies to Athena  employees  generally).   Regardless  of the foregoing,  termination  for Good Reason  shall  not  exist  unless  (I) such  termination   occurs  within  90  days  after  the  initial  existence  of  any condition  that constitutes Good  Reason, (II) written  notice is provided  to Athena (or any successor entity) of the existence  of the  Good  Reason  condition  within  30  days  following  the  initial  existence  of the  condition,  and (III)  Athena  (or  its successor   entity)  fails  to cure  such condition  within  a period  of 30 days   following  such written notice,


6.          Equitable Relief


Employee  acknowledges   and agrees  that the rights and obligations  set  forth in Sections 3, 4, and 5 of this Agreement  are of a unique  and special  nature,  that Athena would be materially and irreparably  damaged if Employee  breached  any  of  those  Sections,   that  monetary   damages  or  any  other  remedy  at  law  would  not adequately  compensate  Athena   for such  injury,  and  that  the  provisions  of those  Sections  are  reasonable  and necessary  to preserve  to Athena  valuable  proprietary  and confidential  information  that gives Athena  advantage over  its competitors.    Accordingly,   in addition to any other rights and remedies it may have, Athena will be entitled to (a) an injunction, specific performance.  or other equitable  relief (without the necessity  of posting any bond  or  other  security  or  proving  damages)   in  case  of  any  breach  or  threatened   breach  by  Employee  of Sections 3, 4, or 5 and (b) indemnification   against  any costs and expenses (including,  but not limited to, actual attorneys’  fees and court costs)  incurred by Athena in obtaining any relief under clause (a).

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7.         Notices


Notices and other communications   required or permitted to be given under this Agreement  must be in writing and will be deemed to have been duly given (a) when personally delivered; (b) on the third business day after deposit in the U.S. mail (certified or registered mail, return receipt requested, postage prepaid); or (c) on the next business day after timely delivery to an overnight courier; in each case addressed to the intended recipient at the applicable address set forth on the signature page hereto (or such other address as the intended recipient may specify from time to time by notice to the other party).


8.          Mediation:  Jurisdiction:  Waiver of Jury Trial


Except with respect to remedies and rights set forth in Section 6, any dispute or controversy arising under or relating to this Agreement or concerning Employee’s employment with or separation from Athena will be referred to mediation administered by JAMS in accordance with its employment dispute resolution rules. The mediation shall be held in the state in which the office to which Employee reports is located, and Athena shall pay the full costs thereof, excluding attorneys’ expenses and fees.  If the dispute or controversy is not resolved through mediation or direct negotiation, then any action relating to that dispute or controversy must be brought in a court of competent jurisdiction in the state in which the office to which Employee reports is located. Each party agrees that any such dispute shall be tried by a judge   alone and hereby waive and forever renounce the right to a trial before a civil jury.


9.          Miscellaneous


This Agreement may be executed in two or more counterparts, which together will be deemed one original. This Agreement constitutes the entire agreement of the parties with respect to the subject matter hereof and may only be amended by a written agreement signed by both parties hereto.  If any provision of this Agreement is held to be unenforceable or overly broad, such unenforceability shall not render any other provision unenforceable, and the court or tribunal making such determination shall modify such provision so that the provision will be enforceable to the broadest extent permitted by law. This Agreement will be binding upon and inure to the benefit of both parties and their respective successors and assigns; provided, however, that the obligations of Employee are personal and may not be assigned by him or her. No waiver by Athena of any breach under this Agreement will be considered valid unless in writing signed by Athena, and no such waiver will be deemed a waiver of any subsequent breach.  This Agreement, performance  hereunder,  and Employee’s employment with or separation from Athena shall be governed by the laws of the state in which the office to which Employee  reports is located, without regard to conflict of laws principles; provided, however, that wage and hour matters shall be governed  by the laws of the state in which Employee  is domiciled.
In witness whereof, the parties hereto have executed this Agreement as of the Effective Date. 


	
		
	EMPLOYEE


   
/s/ Dan Haley   
[Signature]


Print name: Dan Haley   
Print address:   


	ATHENAHEALTH, INC.




By: /s/ Daniel Orenstein


Name: Daniel Orenstein
Title:  General Counsel


311 Arsenal Street, Watertown, MA 02472









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SCHEDULE A TO EMPLOYMENT AGREEMENT


	
		
	Effective Date:
	July 29, 2015






Conflicting Agreements: The following is a complete list of all agreements may prohibit, restrict, or impair the ability of Employee to work in any capacity or position at Athena:
	
	
	     
        X    No such agreements

	     
              The agreements listed below (attach a copy of each agreement)








	
	
	 






Prior Inventions: The following is a complete list of all Prior Inventions.
	
	
	        X    No Prior Inventions



	              Prior Inventions described below (reference and attach additional, initialed sheets if necessary)






	
	
	 






CALIFORNIA LABOR CODE SECTION 2870


2870.    (a) Any provision in an employment agreement which provides that an employee shall assign, or offer to assign, any of his or her rights in an invention to his or her employer shall not apply to an invention that the employee developed entirely on his or her own time without using the employer’s equipment, supplies, facilities, or trade secret information except for those inventions that either:
(1) Relate at the time of conception or reduction to practice of the invention to the employer’s business, or actual or demonstrably anticipated research or development of the employer; or
(2) Result from any work performed by the employee for the employer.
(b) To the extent a provision in an employment agreement purports to require an employee to assign an invention otherwise excluded from being required to be assigned under subdivision (a), the provision is against the public policy of this state and is unenforceable.

Schedule A - Page 1