Exhibit 10.1
INDEPENDENT CONTRACTOR AGREEMENT
In consideration of the premises,
covenants and agreements contained herein, and as a condition of
being retained as an independent contractor by Spheris Holding III,
Inc. its current and future subsidiaries and affiliates (the
“Company”), and your receipt of Confidential
Information while associated with the Company, you understand and
agree with the Company as follows:
1. Engagement . Company
hereby engages you to render, as an independent contractor, the
services described on Exhibit A hereto and such other
professional and consulting services as may be agreed to in writing
by the Company and you from time to time. You hereby accept the
engagement to provide such services to the Company on the terms and
conditions set forth herein.
2. Company Information .
You recognize that during the course of your relationship with the
Company, you will have access to certain confidential or
proprietary information regarding the Company, its affiliates, its
commercial partners, its clients and/or its customers, including,
but not limited to, technical and non-technical data, products and
software (in object and source code formats), designs, code, lists
of actual or potential customers, business or financial data, trade
secrets and other information that is valuable to the Company or
not generally known to the public or to competitors of the Company
(collectively, “Confidential Information”).
“Confidential Information” may also include any
individually identifiable health information, including without
limitation, patient medical records. As a medical transcription
service provider, Spheris requires all of its consultants,
independent contractors and employees to protect and maintain the
privacy and confidentiality of all data recorded, transcribed,
printed or electronically transmitted or stored. You agree that you
will adhere to the strictest of confidentiality requirements for
all medical and personal information available to you in the
performance of your services. At all times during the term of your
relationship with the Company and thereafter, you agree that you
will not disclose, reproduce, distribute or otherwise communicate
to any third party any Confidential Information except as may be
required in the ordinary course of performing your duties as an
independent contractor. You agree not to use any Confidential
Information of the Company to design, develop, provide or market
any software or service that would compete with any software or
service of the Company.
3. Return of Company
Materials . During the term of your relationship with the
Company, you will not make, use or permit to be used any notes,
memoranda, reports, lists, records, specifications, software
programs, data, documentation or other materials other than for the
benefit of the Company. If your relationship with the Company is
terminated for any reason, you agree that all above materials will
be and remain exclusive property of the Company. You will deliver
all such materials to the Company in the event your relationship
with the Company is terminated for any reason or at the request of
the Company, including without limitation, all information relating
to your services for the Company, the business of the Company, or
containing trade secrets or Confidential Information regarding the
Company’s business.
4. Ownership of Propriety
Inventions . The Company shall own all right, title and
interest in and to any inventions (whether or not patentable),
works of authorship, discoveries, methods, processes, designs,
ideas and/or improvements, including any intellectual property
rights related thereto, conceived or reduced to practice, in whole
or in part, whether alone or acting with others, by you during the
term of your relationship with the Company (collectively,
“Inventions”) that are developed in whole or in part
(a) on the Company’s time or (b) while utilizing,
directly or indirectly, the Company’s equipment, supplies,
facilities, trade secrets or Confidential Information. You agree to
assign, and hereby automatically assign, without further
consideration, to the Company any and all rights, title and
interest in and to all Inventions; provided however, that the
foregoing assignment shall not apply to any Invention for which no
equipment, supplies, facilities, trade secrets or Confidential
Information of the Company were used and that was developed
entirely on your own time, unless the Invention (i) relates to
the Company’s current or contemplated business or activities,
(ii) relates to the Company’s actual or demonstrably
anticipated research or development or (iii) results from any
work performed by you for the Company. You agree to perform, upon
the reasonable request of the Company, during or after your
relationship with the Company, such further acts as may be
necessary or desirable to transfer, perfect and defend the
Company’s ownership of any Invention. You hereby irrevocably
designate an
