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Noncompetition, Nonsolicitation And Stock Sale Forbearance Agreement

This is an actual contract by Allscripts Healthcare Solutions.

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Sectors: Biotechnology / Pharmaceuticals
Governing Law: Illinois, View Illinois State Laws
Effective Date: January 18, 2006
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FORBEARANCE AGREEMENT This NONCOMPETITION, NONSOLICITATION AND STOCK SALE FORBEARANCE AGREEMENT (this " Agreement" ), dated as of January 18, 2006, is by and among Allscripts Healthcare Solutions, Inc., a Delaware corporation (the " Parent" ), John P. McConnell (" JPM" ) and McConnell Venture Partners Fund, LLC (together with JPM, the " Shareholders" ).

WHEREAS , the Shareholders are the owners of capital stock (the " Shares" ) of A4 Healthcare Solutions, Inc., a North Carolina corporation (the " Company" );

WHEREAS , Parent, Quattro Merger Sub Corp., a North Carolina corporation and a wholly-owned subsidiary of Parent (" Sub" ), the Company and the shareholder representative named therein propose to enter into an Agreement of Merger (the " Merger Agreement" ), which provides, upon the terms and subject to the conditions thereof, for the merger of Sub with and into the Company (the " Merger" ); WHEREAS , as an inducement to Parent and Sub to enter into the Merger Agreement, Parent has requested that the Shareholders enter into, and in order to induce Parent and Sub to enter into, the Merger Agreement the Shareholders have agreed to enter into certain arrangements with respect to the Shareholders' business activities following the Merger; and WHEREAS , the execution of the Merger Agreement by Parent and Sub is a precondition for the Shareholders to receive any consideration in connection with the Merger;

NOW, THEREFORE , in consideration of the premises, the mutual promises set forth herein and other good and valuable consideration, the receipt and sufficiency of which are hereby acknowledged, the parties hereto agree as follows:

1. Effectiveness of Agreement . This Agreement shall become effective as of the time of effectiveness of the Merger (the " Effective Time" ), and this Agreement shall terminate upon the termination of the Merger Agreement in accordance with the terms thereof.

2. Restrictive Covenants .

2.1. Confidentiality . Each Shareholder understands and acknowledges that such Shareholder has had access to and has learned (a) information proprietary to the Company and the Subsidiaries with respect to the business of developing, marketing or providing (i) clinical information software or systems, including emergency department information systems, (ii) electronic medical records software or systems, (iii) physician practice management software or systems, (iv) care management solutions, (v) healthcare disaster recovery solutions, or (vi) patient portal solutions (the " Business" ) and (b) other information proprietary to the Company and its subsidiaries, including, without limitation, trade secrets, processes, patent and trademark applications, product development, price, customer and supply lists, pricing and marketing plans,

policies and strategies, details of client and consultant contracts, operations methods, product development techniques, business acquisition plans and all other confidential information with respect to the Business (collectively, " Proprietary Information" ). Each Shareholder agrees that, from and after the Effective Time for a period of four (4) years thereafter, such Shareholder (i) will keep confidential all Proprietary Information, (ii) will not, directly or indirectly, disclose any Proprietary Information to any third party or use any Proprietary Information in any way and (iii) will not, directly or indirectly, misuse, misappropriate or exploit any Proprietary Information in any way. The restrictions contained in this Section 2.1 shall not apply to any information which (x) is at the Effective Time or thereafter becomes available to the public other than as a result of a disclosure, directly or indirectly, by the Shareholders, or (y) is required to be disclosed by applicable requirements of law, provided that, in such event, each Shareholder shall use reasonable efforts to give reasonable advance notice of such requirement to Parent to enable Parent or the Company to seek a protective order or other appropriate remedy with respect to such disclosure.

2.2. Restrictions on Competitive Activities . Each Shareholder further agrees that, from and after the Effective Time for a period of four years thereafter, each Shareholder shall not, directly or indirectly, (whether as principal, agent, employee, consultant, independent contractor, partner or otherwise) own, manage, operate, control, participate in, perform services for or otherwise carry on a business similar to or competitive with the Business anywhere in the United States (it being understood by the parties hereto that the Business is not limited to any particular region because such Business has been conducted by the Company throughout the United States and the prohibited activities may be engaged in effectively from any location in the United States
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