IN MULTIPLE PAYMENTS WITHIN TEN (10) DAYS
OF EMPLOYER'S RECEIPT OF THE APPLICABLE PAYMENT FROM THE RELEVANT CUSTOMER
FOLLOWING CONTRACT SIGNING.
IN ADDITION, EMPLOYER WILL REIMBURSE EMPLOYEE FOR
HIS BUSINESS EXPENSES INCURRED IN CONNECTION WITH HIS CONSULTING SERVICES (E.G.
TRAVEL, CELL PHONE, OTHER USUAL AND REASONABLE EXPENSES) WITHIN TEN (10)
BUSINESS DAYS OF THEIR SUBMISSION TO EMPLOYER.
EMPLOYER ALSO WILL MAINTAIN
EMPLOYEE'S CURRENT E-MAIL ADDRESS AT EMPLOYER THROUGH
3
the end of the consulting arrangement.
Employer need not provide an office or a
secretarial assistant to Employee during the consulting arrangement.
Employer
may terminate the consulting arrangement at any time upon ten (10) days written
notice to Employee but will pay the full amount of all consulting fees through
December immediately upon any such termination, except that no future consulting
fees will be due if Employer terminates the consulting arrangement during
October, November or December.
Employee may terminate the consulting
arrangement at any time upon ten (10) days written notice to Employer and the
monthly payments will end upon any such termination by Employee.
To the extent
Employee has not previously provided the ten (10) days written notice of
termination as described above prior to beginning full-time employment with
another employer, Employer's obligation to pay future consulting fees and
Employee's obligation to provide consulting services will immediately and
automatically terminate upon Employee's commencement of full-time employment
with another employer.
6.
AGREEMENT NOT TO COMPETE.
EMPLOYEE HEREBY AGREES THAT DURING THE
CONSULTING ARRANGEMENT DESCRIBED ABOVE AND FOR SO LONG AS EMPLOYER CONTINUES TO
MAKE THE CONSULTING PAYMENTS, EMPLOYEE WILL NOT ENGAGE IN COMPETITION WITH
EMPLOYER.
FOR PURPOSES OF THIS PARAGRAPH, IT IS AGREED THAT THE BUSINESS OF
EMPLOYER IS "THE COMMERCIAL SALES AND DELIVERY OF PRODUCTS THAT ARE USED TO
MEASURE THE QUALITY AND EFFICIENCY OF INPATIENT CARE THROUGHOUT THE UNITED
STATES OR THE EXCHANGE OR SHARING OF CLINICAL DATA THROUGHOUT THE WORLD."
NOTWITHSTANDING ANY RESTRICTION CONTAINED IN THE AGREEMENT, IT IS UNDERSTOOD AND
AGREED THAT EMPLOYEE MAY CONTINUE ACTIVITIES IN THE NATURE OF THE ACTIVITIES
PERMITTED BY PARAGRAPH 1(B) OF THE EMPLOYMENT AGREEMENT.
7.
AGREEMENT NOT TO INTERFERE WITH CUSTOMERS.
EMPLOYEE HEREBY AGREES THAT
FROM THE SEPARATION DATE AND THROUGH MAY 31, 2004,
EMPLOYEE WILL NOT REQUEST OR
CAUSE ANY CUSTOMER WITH WHOM EMPLOYER HAS A BUSINESS RELATIONSHIP TO CANCEL OR
TERMINATE ANY SUCH BUSINESS RELATIONSHIP WITH EMPLOYER.
NOTWITHSTANDING THE
FOREGOING, EMPLOYER ACKNOWLEDGES THAT SOME CUSTOMERS MAY TERMINATE THEIR
BUSINESS RELATIONSHIP WITH EMPLOYER DUE TO EMPLOYEE'S RESIGNATION, OR AFTER
HAVING HAD A CONVERSATION WITH EMPLOYEE, EVEN THOUGH EMPLOYEE FULLY COMPLIES
WITH HIS OBLIGATIONS UNDER THIS AGREEMENT.
8.
AGREEMENT NOT TO SOLICIT EMPLOYEES.
EMPLOYEE HEREBY AGREES THAT FROM THE
SEPARATION DATE THROUGH MAY 31, 2004, HE WILL NOT SOLICIT, HIRE, OFFER TO HIRE,
PERSUADE OR INDUCE ANY PERSON WHO IS AN EMPLOYEE OF EMPLOYER TO DISCONTINUE
HIS/HER RELATIONSHIP WITH EMPLOYER.
9.
RETURN OF CORPORATE PROPERTY.
EMPLOYEE ACKNOWLEDGES AND AGREES THAT, ON
OR BEFORE THE SEPARATION DATE AND EXCEPT AS STATED ABOVE, HE WILL RETURN TO
EMPLOYER OR DESTROY ALL CORPORATE