TO RESEARCH, DEVELOPMENT, INVENTIONS, MANUFACTURE,
PURCHASING, ACCOUNTING, ENGINEERING, MARKETING, MERCHANDISING AND SELLING.
FOR
PURPOSES OF THIS AGREEMENT, "TRADE SECRET" MEANS THE WHOLE OR ANY PORTION OR
PHASE OF ANY
2
SCIENTIFIC OR TECHNICAL INFORMATION, DESIGN, PROCESS, FORMULA, OR IMPROVEMENT
WHICH IS SECRET AND IS NOT GENERALLY AVAILABLE TO THE PUBLIC, AND WHICH GIVES
ONE WHO USES IT AN ADVANTAGE OVER COMPETITORS WHO DO NOT KNOW OF OR USE IT.
(B)
FOR SO LONG AS OPTIONEE IS EMPLOYED BY OR PROVIDES SERVICES TO THE
COMPANY, AND FOR A PERIOD OF ONE YEAR THEREAFTER, THE OPTIONEE SHALL NOT,
ANYWHERE WITHIN THE UNITED STATES, DIRECTLY OR INDIRECTLY,
I.
ENTER THE EMPLOY OF, OR RENDER ANY SERVICES TO, ANY PERSON,
FIRM, CORPORATION OR OTHER ENTITY ENGAGED IN A PROHIBITED BUSINESS (AS DEFINED
BELOW); OR
II.
ENGAGE IN ANY PROHIBITED BUSINESS ON HIS OWN ACCOUNT OR BECOME
INTERESTED IN ANY SUCH BUSINESS, DIRECTLY OR INDIRECTLY, AS AN INDIVIDUAL,
PARTNER, SHAREHOLDER, DIRECTOR, OFFICER, PRINCIPAL, AGENT, EMPLOYEE, TRUSTEE,
DIRECTOR, OFFICER, PRINCIPAL, AGENT, CONSULTANT, OR IN ANY OTHER RELATIONSHIP OR
CAPACITY; PROVIDED, HOWEVER, THAT NOTHING CONTAINED IN THIS SECTION SHALL BE
DEEMED TO PROHIBIT THE OPTIONEE FROM ACQUIRING, SOLELY AS AN INVESTMENT,
SECURITIES OF ANY CORPORATION WHOSE STOCK IS TRADED ON AN NATIONAL EXCHANGE. THE
TERM "PROHIBITED BUSINESS" SHALL MEAN SELLING OF DESIGNING SOFTWARE, AND
PROVIDING TECHNICAL SUPPORT SERVICES AND SUPPORT SERVICES, TO THE MEDICAL
UTILIZATION MANAGEMENT INDUSTRY.
(C)
UPON ANY CESSATION OF SERVICE, OPTIONEE SHALL RETURN ANY AND ALL
LISTS OF ACTUAL AND POTENTIAL CUSTOMERS TO THE COMPANY AND SHALL NOT, FOR A
PERIOD OF ONE YEAR FOLLOWING SUCH CESSATION, DIRECTLY OR INDIRECTLY:
I.
DISCLOSE THE COMPANY'S LISTS OF ACTUAL AND POTENTIAL CUSTOMERS
TO ANY PERSON, FIRM, CORPORATION OR OTHER ENTITY ENGAGED IN A PROHIBITED
BUSINESS;
II.
SOLICIT THE EMPLOYEES TO TERMINATE THEIR EMPLOYMENT WITH THE
COMPANY AND/OR ANY SUBSIDIARY OR AFFILIATE OF THE COMPANY;
III.
SOLICIT CUSTOMERS OF THE COMPANY AN/OR ANY SUBSIDIARY OR
AFFILIATE OF THE COMPANY WHOSE ACCOUNT WAS HANDLED OR SUPERVISED BY THE OPTIONEE
AT ANY TIME WITHIN ONE YEAR PRIOR TO THE OPTIONEE'S CESSATION OF SERVICE; OR
IV.
SOLICIT ANY PROSPECTIVE CUSTOMER, THE SOLICITATION OF WHICH WAS
HANDLED OR SUPERVISED BY OPTIONEE AT ANY TIME WITHIN ONE YEAR PRIOR TO THE
TERMINATION OF THE OPTIONEE'S CESSATION OF SERVICE.
(D)
THE OPTIONEE HEREBY RECOGNIZES THAT THE SERVICES PERFORMED BY
OPTIONEE ARE OF SPECIAL, UNIQUE, UNUSUAL, EXTRAORDINARY AND INTELLECTUAL
CHARACTER WHICH GIVES THEM PARTICULAR VALUE, A LOSS OF WHICH CANNOT BE
REASONABLY OR ADEQUATELY COMPENSATED IN DAMAGES IN AN ACTION AT LAW.
THE
OPTIONEE THEREFORE EXPRESSLY AGREES THAT THE COMPANY, IN ADDITION TO ANY OTHER
RIGHT OR REMEDIES THE COMPANY MAY POSSESS, SHALL BE ENTITLED TO INJUNCTIVE AND
OTHER EQUITABLE RELIEF TO PREVENT A BREACH OF THIS AGREEMENT BY THE OPTIONEE.
IF THE OPTIONEE VIOLATES ANY OF THE PROVISIONS OF PARAGRAPHS (A), (B), OR (C) OF
THIS SECTION 8, THE COMPANY SHALL HAVE THE FOLLOWING RIGHTS AND REMEDIES:
I.
IN THE EVENT OF A BREACH, OR A THREATENED BREACH, THE RIGHT AND
REMEDY