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 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, the Company
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 own
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