THAT THE TERMS OF THE COMPANY'S
POLICIES REGARDING CONFIDENTIALITY AND NON-DISCLOSURE, INCLUDING THE COMPANY'S
POLICIES AS DEFINED IN SECTION 6.2 OF THE EMPLOYMENT AGREEMENT, ARE (OTHER THAN
AS SET FORTH HEREIN) INCORPORATED HEREIN BY REFERENCE, AND EMPLOYEE AGREES AND
ACKNOWLEDGES THAT HE IS BOUND BY THEIR TERMS. SPECIFICALLY, EMPLOYEE MAY NOT
DISCLOSE ANY TRADE SECRETS, CONFIDENTIAL OR PROPRIETARY INFORMATION, KNOWLEDGE,
OR KNOW-HOW PERTAINING TO THE PAST OR PRESENT BUSINESS OF THE COMPANY OR ANY
CONFIDENTIAL OR PROPRIETARY INFORMATION CONCERNING ANY PAST OR PRESENT ASSETS OR
LIABILITIES OF THE COMPANY (COLLECTIVELY, THE "CONFIDENTIAL INFORMATION"),
INCLUDING, WITHOUT LIMITATION, ITS FINANCIAL STATEMENTS, BUSINESS PLANS,
MARKETING IDEAS AND PLANS, INTERNAL MEMORANDA, REPORTS, AUDITS, PATIENT SURVEYS,
EMPLOYEE SURVEYS, OPERATING POLICIES, QUALITY ASSURANCE MATERIALS, FEES, AND
OTHER MATERIALS OR RECORDS OF A PROPRIETARY NATURE.
EMPLOYEE FURTHER AGREES NOT
TO DISCLOSE OR USE ANY CONFIDENTIAL INFORMATION FOR ANY PURPOSE, INCLUDING
WITHOUT LIMITATION ANY COMPETITIVE PURPOSE, UNLESS AUTHORIZED TO DO SO BY THE
COMPANY IN WRITING.
EMPLOYEE'S OBLIGATIONS WILL CONTINUE WITH RESPECT TO
CONFIDENTIAL INFORMATION UNTIL SUCH INFORMATION BECOMES GENERALLY AVAILABLE FROM
PUBLIC SOURCES THROUGH NO FAULT OF EMPLOYEE OR ANY REPRESENTATIVE OF EMPLOYEE.
EMPLOYEE WILL PROMPTLY DELIVER TO THE COMPANY THE LAPTOP COMPUTER IN HIS
POSSESSION. THE COMPANY WILL RETURN THE LAPTOP TO EMPLOYEE ONCE IT HAS REMOVED
PROPRIETARY INFORMATION. THE PARTIES AGREE THAT EMPLOYEE MAY KEEP HIS CELL PHONE
NUMBER AND CELL PHONE. UPON THE COMPANY'S REQUEST, EMPLOYEE WILL PROMPTLY (AT
HIS OPTION BUT AT THE COMPANY'S EXPENSE) DELIVER TO THE COMPANY OR DESTROY ALL
DOCUMENTS, RECORDS, FILES, NOTEBOOKS, MANUALS, LETTERS, NOTES, REPORTS, PATIENT
AND SUPPLIER LISTS, COST AND PROFIT DATA, E-MAIL, APPARATUS, HARDWARE, SOFTWARE,
DRAWINGS, BLUEPRINTS, AND ANY OTHER MATERIAL OF THE COMPANY OR ANY OF ITS
AFFILIATED ENTITIES OR LICENSEES, INCLUDING ALL MATERIALS PERTAINING TO
CONFIDENTIAL INFORMATION DEVELOPED BY THE COMPANY, AND ALL COPIES OF SUCH
MATERIALS, WHETHER OF A TECHNICAL, BUSINESS OR FISCAL NATURE, WHETHER ON THE
HARD DRIVE OF A LAPTOP OR DESKTOP COMPUTER, IN HARD COPY, DISK OR ANY OTHER
FORMAT, WHICH ARE IN HIS POSSESSION, CUSTODY OR CONTROL.
7.
THE EMPLOYEE (AT THE COST OF THE COMPANY) WILL REASONABLY COOPERATE
WITH THE COMPANY AND/OR ITS SUBSIDIARIES AND AFFILIATES AND ITS/THEIR COUNSEL IN
CONNECTION WITH ANY INVESTIGATION, ADMINISTRATIVE PROCEEDING OR LITIGATION
RELATING TO ANY MATTER IN WHICH EMPLOYEE WAS INVOLVED OR OF WHICH EMPLOYEE HAS
KNOWLEDGE.
8.
THE TERMS AND CONDITIONS OF THIS AGREEMENT ARE AND SHALL BE
DEEMED TO BE CONFIDENTIAL, AND SHALL NOT BE DISCLOSED BY EMPLOYEE OR BY THE
COMPANY TO ANY PERSON OR ENTITY WITHOUT THE PRIOR WRITTEN CONSENT OF THE OTHER
PARTY, EXCEPT IF REQUIRED BY LAW, AND TO EMPLOYEE'S OR THE COMPANY'S
ACCOUNTANTS, ATTORNEYS, AND SPOUSE, PROVIDED THAT THEY AGREE TO MAINTAIN THE
CONFIDENTIALITY OF THIS AGREEMENT.
EMPLOYEE AND THE COMPANY FURTHER REPRESENT
THAT EACH HAS NOT DISCLOSED THE TERMS AND CONDITIONS OF THIS AGREEMENT TO ANYONE
OTHER THAN THEIR ATTORNEYS, ACCOUNTANTS AND SPOUSE.
9.
THE MAKING OF THIS AGREEMENT IS NOT INTENDED, AND SHALL NOT
BE CONSTRUED, AS AN ADMISSION THAT ANY OF THE