6.4
RETURN OF PROPERTY.
UPON ANY TERMINATION OR EXPIRATION OF THIS
AGREEMENT AS SET FORTH IN SECTION 6.1, GROUP SHALL IMMEDIATELY RETURN AND
SURRENDER TO MANAGER ALL PROPERTY OF MANAGER, IN GOOD CONDITION, NORMAL WEAR AND
TEAR EXCEPTED, FREE AND CLEAR OF ANY LIEN, SECURITY INTEREST, CLAIM OR
ENCUMBRANCE OF ANY KIND, UNLESS PREVIOUSLY AGREED TO IN WRITING BY MANAGER.
ARTICLE VII.
TRADE SECRETS, TRADENAMES AND SERVICE MARKS
7.1
TRADE SECRETS.
DURING THE TERM OF THIS AGREEMENT, GROUP AND GROUP
PRACTITIONERS WILL HAVE ACCESS TO AND BECOME ACQUAINTED WITH CONFIDENTIAL
INFORMATION AND TRADE SECRETS OF MANAGER, INCLUDING INFORMATION AND DATA
RELATING TO PAYOR CONTRACTS AND ACCOUNTS, CLIENTS, BILLING PRACTICES AND
PROCEDURES, BUSINESS TECHNIQUES AND METHODS, STRATEGIC PLANS,
7
OPERATIONS AND RELATED DATA (COLLECTIVELY, "TRADE SECRETS").
ALL TRADE SECRETS
ARE THE PROPERTY OF MANAGER AND USED IN THE COURSE OF MANAGER'S BUSINESS, AND
SHALL BE PROPRIETARY INFORMATION PROTECTED UNDER THE UNIFORM TRADE SECRETS ACT.
GROUP SHALL NOT, AND SHALL CAUSE GROUP PRACTITIONERS NOT TO, DISCLOSE TO ANY
PERSON OR ENTITY, DIRECTLY OR INDIRECTLY, EITHER DURING THE TERM OF THIS
AGREEMENT OR AT ANY TIME THEREAFTER, ANY TRADE SECRETS, OR USE ANY TRADE SECRETS
OTHER THAN IN THE COURSE OF MEETING GROUP'S OBLIGATIONS UNDER THIS AGREEMENT.
7.2
TRADENAMES AND SERVICE MARKS.
MANAGER MAY ADOPT ONE OR MORE
TRADENAMES OR SERVICE MARKS.
GROUP AUTHORIZES MANAGER TO ASSOCIATE SUCH
TRADENAMES OR SERVICE MARKS WITH GROUP'S NAME ON ANY CORRESPONDENCE OR OTHER
PUBLIC OR PRIVATE COMMUNICATION OR ADVERTISEMENT, AND GROUP AGREES THAT MANAGER
MAY UTILIZE SUCH TRADENAMES AND SERVICE MARKS WITH OTHER PHYSICIANS WHO ARE
EMPLOYED BY OR CONTRACT WITH GROUP TO PROVIDE MEDICAL SERVICES.
DURING THE TERM
OF THIS AGREEMENT, GROUP SHALL NOT, ABSENT MANAGER'S PRIOR WRITTEN CONSENT, USE
SUCH TRADENAMES OR SERVICE MARKS.
GROUP FURTHER AGREES THAT UPON ANY
TERMINATION OR EXPIRATION OF THIS AGREEMENT, GROUP SHALL NOT USE SUCH TRADENAMES
OR SERVICE MARKS OR CONTEST MANAGER'S SOLE AND EXCLUSIVE OWNERSHIP AND RIGHT TO
THE USE OF SUCH TRADENAMES OR SERVICE MARKS.
7.3
INJUNCTIVE RELIEF.
GROUP ACKNOWLEDGES THAT ANY VIOLATION OF THE
PROVISIONS OF THIS ARTICLE WILL CAUSE MANAGER IRREPARABLE INJURY.
ACCORDINGLY,
MANAGER MAY ENFORCE SUCH PROVISIONS BY SEEKING INJUNCTIVE OR OTHER EQUITABLE
RELIEF IN ADDITION TO ANY OTHER REMEDIES AVAILABLE AT LAW.
IF A COURT OF
COMPETENT JURISDICTION DECLARES ANY OF THE PROVISION OF THIS ARTICLE TO BE TOO
BROAD TO BE SPECIFICALLY ENFORCED, SUCH PROVISIONS SHALL BE ENFORCED TO THE
MAXIMUM EXTENT PERMITTED BY LAW.
ARTICLE VIII.
GENERAL PROVISIONS
8.1
AMENDMENT.
THIS AGREEMENT MAY BE MODIFIED OR AMENDED ONLY BY
MUTUAL WRITTEN AGREEMENT OF THE PARTIES.
ANY SUCH MODIFICATION OR AMENDMENT
MUST BE IN WRITING, DATED, SIGNED BY THE PARTIES AND ATTACHED TO THIS AGREEMENT.
8.2
ASSIGNMENT.
EXCEPT FOR ASSIGNMENT BY MANAGER TO AN ENTITY OWNED,
CONTROLLED BY, OR UNDER COMMON CONTROL WITH MANAGER, NEITHER PARTY MAY ASSIGN
ANY INTEREST OR OBLIGATION UNDER THIS AGREEMENT WITHOUT THE OTHER PARTY'S PRIOR
WRITTEN CONSENT.
SUBJECT TO THE FOREGOING, THIS AGREEMENT SHALL BE BINDING ON
AND SHALL INURE TO THE BENEFIT OF THE