Common use of Certain Employee Matters Clause in Contracts

Certain Employee Matters. (a) Except as set forth on Schedule 3.17(a), all current and former (terminated within 12 months of the date hereof) members of management, key personnel and employee consultants of SCB and its Subsidiaries have executed and delivered to SCB a standard employment and confidentiality agreement substantially in the form attached hereto as Exhibit F. No employee, agent, consultant or contractor of SCB or any of its Subsidiaries who have contributed to or participated in the conception and development of proprietary rights of SCB or any of its Subsidiaries has asserted or threatened any claim against SCB or any of its Subsidiaries in connection with such person's involvement in the conception and development of the proprietary rights of SCB or any of its Subsidiaries and, to the knowledge of SCB, no such person has a reasonable basis for any such claim. (b) Except as set forth on Schedule 3.17(b), all current and former (terminated within 12 months of the date hereof) consultants to SCB or any of its Subsidiaries who are independent contractors have (i) executed and delivered to SCB or any of its Subsidiaries a non-interference agreement restricting such person's right to solicit employees and contractors of SCB or any of its Subsidiaries and customers and clients and prospective customers and clients of SCB or any of its Subsidiaries during the term of such person's engagement and for at least six (6) months thereafter and (ii) been party to a "work for hire" arrangement or proprietary rights agreement with SCB or any of its Subsidiaries pursuant to which either (x) in accordance with applicable federal and state law, SCB or the applicable Subsidiary have been accorded full, effective, exclusive and original ownership of all tangible and intangible property thereby arising or (y) there has been conveyed to SCB or the applicable Subsidiary by appropriately executed instruments of assignment full, effective and exclusive ownership of all tangible and intangible property thereby arising.

Certain Employee Matters. (a) Except as set forth on Schedule 3.17(a), all current and former (terminated within 12 months of the date hereof) members of management, key personnel and employee consultants of SCB ALPHANET and its Subsidiaries have executed and delivered to SCB a standard ALPHANET an employment and confidentiality agreement substantially in the form attached hereto as Exhibit F. previously provided to CIBER. No employee, agent, consultant or contractor of SCB ALPHANET or any of its Subsidiaries who have contributed to or participated in the conception and development of proprietary rights of SCB ALPHANET or any of its Subsidiaries has have asserted or threatened any claim against SCB ALPHANET or any of its Subsidiaries in connection with such person's involvement in the conception and development of the proprietary rights of SCB ALPHANET or any of its Subsidiaries and, to the knowledge of SCBALPHANET, no such person has a reasonable basis for any such claim. (b) Except as set forth on Schedule 3.17(b), all current and former (terminated within 12 months of the date hereof) consultants to SCB ALPHANET or any of its Subsidiaries who are independent contractors have (i) executed and delivered to SCB ALPHANET or any of its Subsidiaries a non-interference agreement restricting such person's right to solicit employees and contractors of SCB ALPHANET or any of its Subsidiaries and customers and clients and prospective customers and clients of SCB ALPHANET or any of its Subsidiaries during the term of such person's engagement and for at least six (6) months thereafter and (ii) been party to a "work for hire" arrangement or proprietary rights agreement with SCB ALPHANET or any of its Subsidiaries pursuant to which either (x) in accordance with applicable federal and state law, SCB ALPHANET or the applicable Subsidiary have been accorded full, effective, exclusive and original ownership of all tangible and intangible property thereby arising or (y) there has been conveyed to SCB ALPHANET or the applicable Subsidiary by appropriately executed instruments of assignment full, effective and exclusive ownership of all tangible and intangible property thereby arising.

Certain Employee Matters. (a) Except as set forth on Schedule 3.17(a), all current and former (terminated within 12 months of the date hereof) members of management, key personnel and employee consultants of SCB and its Subsidiaries have executed and Purchaser has delivered to SCB Seller a standard employment and confidentiality agreement substantially in list (the form attached hereto as Exhibit F. No employee, agent, consultant or contractor "Prospective Employee List") containing the names of SCB or any of its Subsidiaries all persons who have contributed to or participated in the conception and development of proprietary rights of SCB or any of its Subsidiaries has asserted or threatened any claim against SCB or any of its Subsidiaries are actively employed by Seller in connection with such person's involvement the Acquired Business to whom Purchaser intends to offer employment (each a "Prospective Employee" and, collectively, the "Prospective Employees"). Seller shall use commercially reasonable efforts to assist Purchaser in obtaining the conception and development employment of the proprietary rights of SCB or any of its Subsidiaries and, to the knowledge of SCB, no such person has a reasonable basis for any such claimProspective Employees. (b) Except Effective on such date as set forth on Schedule 3.17(b)mutually agreed between Purchaser and Seller , each Prospective Employee who accepts an offer of employment by Purchaser and thereafter commences such employment shall become an employee of Purchaser. (c) Seller shall, from January 1, 1998 to the Closing Date, accrue bonuses and commissions of Seller's employees consistent with past practices. (d) Seller shall be solely responsible for and shall pay and fund in full to all current and former (terminated within 12 months of the date hereof) consultants to SCB or any of its Subsidiaries who are independent contractors have (i) executed and delivered to SCB or any of its Subsidiaries a non-interference agreement restricting such person's right to solicit employees and contractors all compensation, incentive payments, bonuses, retirement annuities, deferred compensation, profit sharing benefits, stock incentives and any accrued sick pay, vacation pay and severance pay accrued through to and including the Closing Date for which Seller is obligated under any Contract or Employee Benefit Plan, or under any personnel or employee manual or policy or under any law or regulation, and Seller shall satisfy all other obligations to such employees accrued through to and including the Closing Date, including without limitation all required withholding tax liabilities and tax deposits. Except as expressly provided herein, no such responsibility or obligation shall constitute an Assumed Purchaser Liability in any way whatsoever. Seller agrees not to accelerate or change the terms of SCB any employee loan as a result of the change of employer for so long as such employees are employed by Purchaser. Seller shall be solely responsible for satisfying any obligations resulting from the consummation of the transactions contemplated by this Agreement under Section 4980B(f) of the Code with respect to continuation of group medical coverage with respect to its respective employees. (e) Except as may otherwise be provided in the Transitional Agreement, Purchaser is not assuming, nor shall it have any responsibility whatsoever for the continuation of, or any of its Subsidiaries and customers and clients and prospective customers and clients of SCB liabilities under or in connection with, any Employee Benefit Plan or any of its Subsidiaries during employment contract, collective bargaining agreement, severance or retirement arrangement. Purchaser is not, and shall not be deemed to be, a successor employer to Seller with respect to any Employee Benefit Plan; and no plan adopted or maintained by Purchaser after the term of such person's engagement and for at least six (6) months thereafter and (ii) been party Closing is or shall be deemed to be a "work successor plan," as such term is defined in Section 4021(a) of ERISA, of any Employee Benefit Plan. No assets held under any Employee Benefit Plan shall be transferred to Purchaser or to any plan adopted or maintained by Purchaser. Except as specifically set forth herein, Purchaser shall not be obligated to assume or continue any term or condition of employment currently or previously promised or maintained by Seller with regard to its current, former or retired employees or contractors, and shall not be responsible for hire" arrangement any debt, payment, obligation, claim, liability or proprietary agreement which relates to or arises from Seller's employment (or termination of employment) of, or contract (or termination of contract) with its current, former or retired employees, regardless of whether such employees are offered employment by Purchaser. (f) Neither Purchaser nor Seller intend this Agreement to create any rights agreement with SCB or any interests, except as between Purchaser and Seller, and no present, former or future employee or contractor of its Subsidiaries pursuant to which either (x) Purchaser or Seller shall be treated as a third party beneficiary in accordance with applicable federal and state law, SCB or the applicable Subsidiary have been accorded full, effective, exclusive and original ownership of all tangible and intangible property thereby arising or (y) there has been conveyed to SCB or the applicable Subsidiary by appropriately executed instruments of assignment full, effective and exclusive ownership of all tangible and intangible property thereby arising.under this Agreement

Certain Employee Matters. (a) Except as set forth on Schedule 3.17(a3.16(a), all current and former (terminated within 12 twelve (12) months of prior to the date hereof) members of management (regional vice presidents and above), key personnel (including sales and recruiting) and consultants (whether employees or independent contractors) of Seller have executed and delivered to Seller (i) a confidential information agreement restricting such person's right to disclose confidential information of Seller and (ii) a non-solicitation and non-compete agreement restricting such person's or entity's right to compete with Seller or solicit employees, customers, clients and prospective customers and clients of Seller during the term of such person's or entity's engagement and for at least twelve (12) months thereafter and each such agreement contains a provision permitting assignment of the agreement by Seller. Except as set forth on Schedule 3.16(a), all such members of management, key personnel and employee consultants of SCB and its Subsidiaries Seller have executed and delivered to SCB a standard employment and confidentiality agreement substantially in the form attached hereto as Exhibit F. No employee, agent, consultant or contractor of SCB or any of its Subsidiaries who have contributed to or participated in the conception and development of proprietary rights of SCB or any of its Subsidiaries has asserted or threatened any claim against SCB or any of its Subsidiaries in connection with such person's involvement in the conception and development of the proprietary rights of SCB or any of its Subsidiaries and, to the knowledge of SCB, no such person has a reasonable basis for any such claim. (b) Except as set forth on Schedule 3.17(b), all current and former (terminated within 12 months of the date hereof) consultants to SCB or any of its Subsidiaries who are independent contractors have (i) executed and delivered to SCB or any of its Subsidiaries a non-interference agreement restricting such person's right to solicit employees and contractors of SCB or any of its Subsidiaries and customers and clients and prospective customers and clients of SCB or any of its Subsidiaries during the term of such person's engagement and for at least six (6) months thereafter and (ii) been party to a "work for work-for-hire" arrangement or proprietary rights agreement with SCB or any of its Subsidiaries Seller pursuant to which either (xi) in accordance with applicable federal and state law, SCB or the applicable Subsidiary have Seller has been accorded full, effective, exclusive and original ownership of all tangible and intangible property thereby arising or (yii) there has been conveyed to SCB or the applicable Subsidiary Seller by appropriately executed instruments of assignment full, effective and exclusive ownership of all tangible and intangible property thereby arising. No employee, agent, consultant or contractor of Seller who has contributed to or participated in the conception and development of proprietary rights of Seller has asserted or threatened any claim against Seller in connection with such person's involvement in the conception and development of the proprietary rights of Seller and, to the knowledge of Seller and the Shareholder, no such person has a reasonable basis for any such claim. (b) Schedule 3.16(b) identifies all employees, independent contractors and other personnel of Seller, their respective rates of pay at the date hereof and, with respect to all billing consultants (employees or independent contractors), the billing rate of each such consultant. Unless otherwise noted on Schedule 3.16(b), each of Seller's personnel identified on Schedule 3.16

Certain Employee Matters. (a) Except as set forth on Schedule 3.17(a), all current and former (terminated within 12 months of the date hereof) members of management, key personnel and employee consultants of SCB ALPHANET and its Subsidiaries have executed and delivered to SCB a standard ALPHANET an employment and confidentiality agreement substantially in the form attached hereto as Exhibit F. previously provided to CIBER. No employee, agent, consultant or contractor of SCB ALPHANET or any of its Subsidiaries who have contributed to or participated in the conception and development of proprietary rights of SCB ALPHANET or any of its Subsidiaries has have asserted or threatened any claim against SCB ALPHANET or any of its Subsidiaries in connection with such person's ’s involvement in the conception and development of the proprietary rights of SCB ALPHANET or any of its Subsidiaries and, to the knowledge of SCBALPHANET, no such person has a reasonable basis for any such claim. (b) Except as set forth on Schedule 3.17(b), all current and former (terminated within 12 months of the date hereof) consultants to SCB ALPHANET or any of its Subsidiaries who are independent contractors have (i) executed and delivered to SCB ALPHANET or any of its Subsidiaries a non-interference agreement restricting such person's ’s right to solicit employees and contractors of SCB ALPHANET or any of its Subsidiaries and customers and clients and prospective customers and clients of SCB ALPHANET or any of its Subsidiaries during the term of such person's ’s engagement and for at least six (6) months thereafter and (ii) been party to a "“work for hire" ” arrangement or proprietary rights agreement with SCB ALPHANET or any of its Subsidiaries pursuant to which either (x) in accordance with applicable federal and state law, SCB ALPHANET or the applicable Subsidiary have been accorded full, effective, exclusive and original ownership of all tangible and intangible property thereby arising or (y) there has been conveyed to SCB ALPHANET or the applicable Subsidiary by appropriately executed instruments of assignment full, effective and exclusive ownership of all tangible and intangible property thereby arising.

Certain Employee Matters. (a) Except as set forth on Schedule 3.17(a), all current and former (terminated within 12 months of the date hereof) members of management, key personnel and employee consultants of SCB ALPHANET and its Subsidiaries have executed and delivered to SCB a standard ALPHANET an employment and confidentiality agreement substantially in the form attached hereto as Exhibit F. previously provided to CIBER. No employee, agent, consultant or contractor of SCB ALPHANET or any of its Subsidiaries who have contributed to or participated in the conception and development of proprietary rights of SCB ALPHANET or any of its Subsidiaries has have asserted or threatened any claim against SCB ALPHANET or any of its Table of Contents Subsidiaries in connection with such person's ’s involvement in the conception and development of the proprietary rights of SCB ALPHANET or any of its Subsidiaries and, to the knowledge of SCBALPHANET, no such person has a reasonable basis for any such claim. (b) Except as set forth on Schedule 3.17(b), all current and former (terminated within 12 months of the date hereof) consultants to SCB ALPHANET or any of its Subsidiaries who are independent contractors have (i) executed and delivered to SCB ALPHANET or any of its Subsidiaries a non-interference agreement restricting such person's ’s right to solicit employees and contractors of SCB ALPHANET or any of its Subsidiaries and customers and clients and prospective customers and clients of SCB ALPHANET or any of its Subsidiaries during the term of such person's ’s engagement and for at least six (6) months thereafter and (ii) been party to a "“work for hire" ” arrangement or proprietary rights agreement with SCB ALPHANET or any of its Subsidiaries pursuant to which either (x) in accordance with applicable federal and state law, SCB ALPHANET or the applicable Subsidiary have been accorded full, effective, exclusive and original ownership of all tangible and intangible property thereby arising or (y) there has been conveyed to SCB ALPHANET or the applicable Subsidiary by appropriately executed instruments of assignment full, effective and exclusive ownership of all tangible and intangible property thereby arising.

Certain Employee Matters. (a) Except as set forth on Schedule 3.17(a)5.20(a) of the Company Disclosure Schedule, all current and former members of management, key (terminated within 12 months including sales and recruiting) personnel and consultants (whether employees or independent contractors) of the date hereofCompany have executed and delivered to the Company a confidential information agreement restricting such person's right to disclose confidential information of the Company. Except as set forth on Schedule 5.20(a) of the Company Disclosure Schedule, all such members of management, key personnel and employee consultants of SCB and its Subsidiaries the Company have executed and delivered to SCB a standard employment and confidentiality agreement substantially in the form attached hereto as Exhibit F. No employee, agent, consultant or contractor of SCB or any of its Subsidiaries who have contributed to or participated in the conception and development of proprietary rights of SCB or any of its Subsidiaries has asserted or threatened any claim against SCB or any of its Subsidiaries in connection with such person's involvement in the conception and development of the proprietary rights of SCB or any of its Subsidiaries and, to the knowledge of SCB, no such person has a reasonable basis for any such claim. (b) Except as set forth on Schedule 3.17(b), all current and former (terminated within 12 months of the date hereof) consultants to SCB or any of its Subsidiaries who are independent contractors have (i) executed and delivered to SCB or any of its Subsidiaries a non-interference agreement restricting such person's right to solicit employees and contractors of SCB or any of its Subsidiaries and customers and clients and prospective customers and clients of SCB or any of its Subsidiaries during the term of such person's engagement and for at least six (6) months thereafter and (ii) been party to a "work for work-for-hire" arrangement or proprietary rights Proprietary Rights agreement with SCB or any of its Subsidiaries the Company pursuant to which either (xi) in accordance with applicable federal and state law, SCB or the applicable Subsidiary have Company has been accorded full, effective, exclusive and original ownership of all tangible and intangible property thereby arising or (yii) there has been conveyed to SCB or the applicable Subsidiary Company by appropriately executed instruments of assignment full, effective and exclusive ownership of all tangible and intangible property thereby arising. No employee, agent, consultant or contractor of the Company who has contributed to or participated in the conception and development of Proprietary Rights of the Company has asserted in writing or, to the Company's knowledge, threatened any claim against the Company in connection with such person's involvement in the conception and development of the Proprietary Rights of the Company and, to the knowledge of the Company, no such person has a reasonable basis for any such claim. (b) Schedule 5.20(b) of the Company Disclosure Schedule identifies all employees, independent contractors and other personnel of the Company, their respective rates of pay at the date hereof, and, with respect to all bill ▇▇▇sultants (employees or independent contractors), the billing rate of each such consultant. Unless otherwise noted on Schedule 5.20(b) of the Company Disclosure Schedule, each of the Company's personnel identified on Schedule 5.20(b) of the Company Disclosure Schedule is working full time and none of such personnel has expressly stated to the Company's management that he or she intends to resign or cease working with the Company after Closing. Other than increases granted in the ordinary course of business, the Company has not committed to increase in any manner the compensation of any of its personnel beyond the amount identified on Schedule 5.20(b) of the Company Disclosure Schedule. (c) Except as set forth on Schedule 5.20(c) of the Company Disclosure Schedule, all current and former (terminated within twelve (12) months of the date hereof) members of management and key (including sales and recruiting) personnel of the Company have executed and delivered to the Company a nonsolicitation agreement restricting such person's right to solicit employees, customers, clients and prospective customers and clients of the Company during the term of such person's or entity's employment and for at least six (6) months thereafter.

Certain Employee Matters. (a) Except Neither the execution and delivery of this Agreement, nor the conduct of the business of the Company as set forth on Schedule 3.17(a)presently conducted, all or as proposed to be conducted in the IBP, will conflict with or result in a breach of the terms, conditions or provisions of, or constitute a default under, any contract covenant or instrument under which any of the Founders of the Company is now obligated, including any agreement or arrangement between the Founders and the Previous Employers, which conflict, breach or default would have a Material Adverse Effect. (b) All current and former (terminated within 12 months of the date hereof) members of management, management and key personnel (including (i) all employees involved in the development of software and employee (ii) the Founders) of and consultants of SCB and its Subsidiaries to the Company have executed and delivered to SCB the Company a standard employment confidential information and confidentiality inventions assignment agreement substantially in the form attached hereto as Exhibit F. No employee, agent, consultant or contractor of SCB or any of its Subsidiaries who have contributed to or participated in A (the conception and development of proprietary rights of SCB or any of its Subsidiaries has asserted or threatened any claim against SCB or any of its Subsidiaries in connection with such person's involvement in the conception and development of the proprietary rights of SCB or any of its Subsidiaries and, "Employee Agreement"). All consultants to the knowledge of SCB, no such person has a reasonable basis for any such claim. (b) Except as set forth on Schedule 3.17(b), all current and former (terminated within 12 months of the date hereof) consultants to SCB or any of its Subsidiaries who are independent contractors Company have (i) executed and delivered to SCB or any of its Subsidiaries a non-interference agreement restricting such person's right to solicit employees and contractors of SCB or any of its Subsidiaries and customers and clients and prospective customers and clients of SCB or any of its Subsidiaries during the term of such person's engagement and for at least six (6) months thereafter and (ii) been party ------------------ to a "work for work-for-hire" arrangement or proprietary rights agreement with SCB or any of its Subsidiaries the Company pursuant to which either (xi) in accordance with applicable federal Federal and state law, SCB or the applicable Subsidiary have Company has been accorded full, effective, exclusive and original ownership of all tangible and intangible property thereby arising arising, including the copyright thereon or (yii) there has been conveyed to SCB or the applicable Subsidiary Company by appropriately executed instruments of assignment full, effective and exclusive ownership of all tangible and intangible property thereby arising, including the copyright thereon. (c) Neither the Company nor any of its officers or employees has any patents issued or applications pending for any device, process, design or invention of any kind now used or needed by the Company in the furtherance of its business operations as presently conducted or as proposed to be conducted in the IBP, which patents or applications have not been assigned to the Company with such assignment duly recorded in the United States Patent Office. (d) Since the date of its incorporation, the Company has not experienced any labor disputes, union organization attempts or work stoppages due to labor disagreements. The Company is in compliance in all material respects with all applicable laws respecting employment and employment practices, occupational safety and health standards, terms and conditions of employment and wages and hours, and is not engaged in any unfair labor practice. There is no unfair labor practice charge or complaint against the Company pending or, to the Company's knowledge, threatened before the National Labor Relations Board or any comparable state agency or authority.

Certain Employee Matters. (a) Except as set forth on Schedule 3.17(a), all current and former (terminated within 12 months of the date hereof) members of management, key personnel and employee consultants of SCB ALPHANET and its Subsidiaries have executed and delivered to SCB a standard ALPHANET an employment and confidentiality agreement substantially in the form attached hereto as Exhibit F. previously provided to CIBER. No employee, agent, consultant or contractor of SCB ALPHANET or any of its Subsidiaries who have contributed to or participated in the conception and development of proprietary rights of SCB ALPHANET or any of its Subsidiaries has have asserted or threatened any claim against SCB ALPHANET or any of its Subsidiaries in connection with such person's involvement in the conception and development of the proprietary rights of SCB ALPHANET or any of its Subsidiaries and, to the knowledge of SCBALPHANET, no such person has a reasonable basis for any such claim. (b) Except as set forth on Schedule 3.17(b), all current and former (terminated within 12 months of the date hereof) consultants to SCB ALPHANET or any of its Subsidiaries who are independent contractors have (i) executed and delivered to SCB ALPHANET or any of its Subsidiaries a non-interference agreement restricting such person's right to solicit employees and contractors of SCB ALPHANET or any of its Subsidiaries and customers and clients and prospective customers and clients of SCB ALPHANET or any of its Subsidiaries during the term of such person's engagement and for at least six (6) months thereafter and (ii) been party to a "work for hire" arrangement or proprietary rights agreement with SCB ALPHANET or any of its Subsidiaries pursuant to which either (x) in accordance with applicable federal and state law, SCB or the applicable Subsidiary have been accorded full, effective, exclusive and original ownership of all tangible and intangible property thereby arising or (y) there has been conveyed to SCB or the applicable Subsidiary by appropriately executed instruments of assignment full, effective and exclusive ownership of all tangible and intangible property thereby arising.either

Certain Employee Matters. (a) Except as set forth Purchaser covenants and agrees that it shall make offers of employment on Schedule 3.17(aan “at will” basis (in substantially equivalent positions) to all of the persons who are employees of (i) Seller with respect to the operation of the Hospitals (other than the TRH Businesses) or (ii) any affiliate of Seller which employs individuals at any of the Hospitals (other than the TRH Businesses), all current (whether such employees are full time employees or part-time employees) (the “Hospitals’ Employees”) provided, however, that Purchaser shall not be required to make offers of employment to (i) Hospitals’ Employees that are on short-term or long-term disability, or on leave of absence pursuant to Seller’s policies, the Family and former (terminated within 12 months Medical Leave Act of 1993 or other similar local law, as of the date hereofEffective Time or (ii) members the CEO, the CFO or the COO of any Hospital. Purchaser agrees, however, that if any Hospitals’ Employees, with respect to whom Purchaser was not required to, and did not, extend an offer of employment pursuant to subsection (i) of the immediately preceding sentence, seek employment with Purchaser following the Closing Date, Purchaser shall consider employing such persons in good faith in accordance with Purchaser’s hiring policies then in effect. Notwithstanding the foregoing, Purchaser acknowledges that Seller has the right, but is not required, to retain any management-level Hospital Employee who does not accept Purchaser’s employment offer made under this Section 5.3(a), key personnel which individuals will remain employed by Seller or its applicable affiliate as of the Effective Time (the “Retained Management Employees”). Any of the Hospitals’ Employees who accept an offer of employment with Purchaser as of or after the Effective Time shall be referred to in this Agreement as the “Hired Employees”. Purchaser covenants and employee consultants agrees that it shall cause the employees of SCB TRH on the Closing Date, other than the CEO, the CFO or the COO of the Three Rivers Hospitals (the “TRH Employees”) to remain employed by TRH as of the Effective Time. Subject to the terms of Section 1.11(d), Purchaser covenants and its Subsidiaries have executed agrees that it and delivered TRH shall continue to SCB employ in comparable positions the Hired Employees and the TRH Employees for a standard period of no less than ninety (90) calendar days following the Closing Date, unless Purchaser or TRH sooner terminates the employment and confidentiality agreement substantially in the form attached hereto of any Hired Employee or TRH Employee for cause or as Exhibit F. No employeea result of attrition, agentflexible staffing for seasonal adjustments, consultant or contractor of SCB or any of its Subsidiaries who have contributed to or participated in the conception and development of proprietary rights of SCB or any of its Subsidiaries has asserted or threatened any claim against SCB or any of its Subsidiaries downsizing in connection with such person's involvement decreases in patient census, or in the conception event any Hired Employee or TRH Employee voluntarily resigns or retires. Purchaser shall (and development shall cause TRH to) ensure that the terms and conditions of employment (including initial position, cash compensation, shifts, benefits, including without limitation health, dental, disability, life insurance and retirement plans) of each of the proprietary rights of SCB or any of its Subsidiaries and, Hired Employees and TRH Employees on and after the Effective Time are substantially equivalent to the knowledge benefits provided to Purchaser’s employees at similar hospital facilities in comparable positions or performing comparable functions as of SCB, no such person has a reasonable basis for any such claimthe Effective Date. (b) Except Purchaser shall give all Hired Employees (and shall cause TRH to give the TRH Employees) full credit for accumulated sick pay and extended sick pay as set forth on Schedule 3.17(b), all current and former (terminated within 12 months reflected by the Sick Pay Amount as of the date hereofClosing Date, and other paid time off pay to the extent included in Net Working Capital, either by (i) consultants to SCB or crediting such employees the time off reflected in the employment records of Seller, TRH and/or any of its Subsidiaries who are independent contractors affiliates immediately prior to the Effective Time or (ii) by making full payments to such employees of the amounts which such employees would have received had they taken such paid time off; provided, however, this Section 5.3(b)(ii) shall not be applicable to the Sick Pay Amount as of the Closing Date. (c) On and after the Effective Time, Hired Employees and TRH Employees shall be eligible for a medical and hospital plan sponsored by Purchaser. Hired Employees and TRH Employees shall be given credit for periods of employment with Seller, TRH and Seller’s affiliates, as applicable, prior to the Effective Time for purposes of determining eligibility to participate and amount of benefits (including without limitation vesting of benefits), and preexisting condition limitations will be waived with respect to Hired Employees, TRH Employees and their covered dependents unless such preexisting condition limitations were applicable prior to the Effective Time. In addition, if prior to the Effective Time a Hired Employee, TRH Employee or his covered dependents paid any amounts towards a deductible or out-of-pocket maximum in Seller’s, TRH’s or its affiliate’s medical and health plan’s current fiscal year, such amounts shall be applied toward satisfaction of the deductible or out-of-pocket maximum in the current fiscal year of Purchaser’s medical and health plan that covers Hired Employees and TRH Employees on and after the Effective Time. (d) Within thirty (30) days after (i) executed the Hospitals’ Employees (other than the Retained Management Employees) cease to be employees of Seller and delivered to SCB or any of its Subsidiaries a non-interference agreement restricting such person's right to solicit employees and contractors of SCB or any of its Subsidiaries and customers and clients and prospective customers and clients of SCB or any of its Subsidiaries during the term of such person's engagement and for at least six Seller’s affiliates (6as described in Section 4.9) months thereafter and (ii) been party the TRH Employees are no longer employed by an affiliate of THC, such persons will be entitled to a "work for hire" arrangement or proprietary rights agreement distribution of their accounts under the ▇▇▇▇▇ Healthcare Corporation 401(k) Retirement Savings Plan. Any such Person whose account remains with SCB or any the ▇▇▇▇▇ Healthcare Corporation 401(k) Retirement Savings Plan will be subject to the distribution provisions of its Subsidiaries pursuant to which either such plan. Purchaser shall provide Seller (x) in accordance with applicable federal periodic reports, at least quarterly, to identify termination dates for the Hired Employees and state law, SCB or the applicable Subsidiary have been accorded full, effective, exclusive TRH Employees and original ownership of all tangible and intangible property thereby arising or (y) there has been conveyed upon Seller’s reasonable request, prompt verification of the termination dates for Hired Employees and TRH Employees. (e) Seller shall be responsible to SCB provide continuation coverage pursuant to the requirements of Code section 4980B and Part 6 of Title I of ERISA (“COBRA Coverage”) with respect to (i) the Hospitals’ Employees (and their dependents) whose qualifying event occurred prior to the date on which such Hospitals’ Employees become Hired Employees and (ii) the TRH Employees (and their dependents) whose qualifying event occurred prior to the Effective Time. Purchaser shall be responsible to provide COBRA Coverage with respect to each of the (x) Hired Employees (and their dependents) whose qualifying event occurs on or after the applicable Subsidiary by appropriately executed instruments date on which such Hospitals’ Employees become Hired Employees and (y) TRH Employees (and their dependents) whose qualifying event occurs on or after the Effective Time. (f) After the Closing Date, Purchaser’s human resources department will give reasonable assistance to Seller’s and its affiliates’ human resources department with respect to Seller’s and Seller’s affiliates’ post-Closing administration of assignment fullSeller’s, effective TRH’s and exclusive ownership Seller’s affiliates’ pre-Closing employee pension benefit plans and employee health or welfare benefit plans for the Hospitals’ Employees (other than the Retained Management Employees) and the TRH Employees. Within five (5) days after the Closing Date, Purchaser shall provide to Seller a list of all tangible and intangible property thereby arisingthe Hospitals’ Employees who were offered employment by Purchaser but refused such employment.

Certain Employee Matters. (a) No Acquired Subsidiary other than the Australian Entity and the Italian Entity has employees. Schedule 4.17 of the Disclosure Schedule sets forth all employment agreements to which any Acquired Subsidiary is a party that are not already disclosed in the SEC Documents. Except as set forth in Schedule 4.17 of the Disclosure Schedule, the employment of each officer and employee of any Seller and any Acquired Subsidiary and of any director of any Acquired Subsidiary is terminable at the will of the respective Seller or Acquired Subsidiary. Except as set forth in Schedule 4.17 of the Disclosure Schedule, Sellers and the Acquired Subsidiaries have complied in all material respects with all applicable contracts and Laws relating to wages, leave, hours, equal opportunity, collective bargaining, workers’ compensation insurance, the payment of social security and other taxes and otherwise relating to, whether directly or indirectly, the employment of any officer or employee of any Seller or Acquired Subsidiary. Except as set forth on Schedule 3.17(a), all current and former (terminated within 12 months 4.17 of the date hereof) members of managementDisclosure Schedule, key personnel and employee consultants of SCB and its Subsidiaries have executed and delivered to SCB a standard employment and confidentiality agreement substantially in the form attached hereto as Exhibit F. No employee, agent, consultant or contractor of SCB or any of its Subsidiaries who have contributed to or participated in the conception and development of proprietary rights of SCB or any of its Subsidiaries has asserted or threatened any claim against SCB or any of its Subsidiaries in connection with such person's involvement in the conception and development of the proprietary rights of SCB or any of its Subsidiaries andthere are no pending or, to the knowledge Knowledge of SCBSellers, no such person has a reasonable basis for threatened employment discrimination or other charges or complaints against or involving any such claimof Sellers or the Acquired Subsidiaries before any Government authority, or any unfair labor practice charges or complaints, disputes or grievances affecting any Seller or Acquired Subsidiary. (b) Except as set forth on Schedule 3.17(b)Since each Seller’s and each Acquired Subsidiary’s inception, all current such Person has not experienced any labor disputes, union organization attempts or work stoppage due to labor disagreements. There are no written or oral contracts, commitments, agreements, understandings or other arrangements with any labor organization, nor work rules or practices agreed to with any labor organization or employee association, applicable to employees of any Seller or Acquired Subsidiary, nor is any Seller or Acquired Subsidiary a party to, or bound by, any collective bargaining or similar agreement. There is not, and former (terminated within 12 months since each Seller’s and each Acquired Subsidiary’s inception there has not been, any representation of the date hereof) consultants to SCB or any of its Subsidiaries who are independent contractors have (i) executed and delivered to SCB or any of its Subsidiaries a non-interference agreement restricting such person's right to solicit employees and contractors of SCB or any of its Subsidiaries and customers and clients and prospective customers and clients of SCB or any of its Subsidiaries during the term of such person's engagement Person by any labor organization and, to the Knowledge of Sellers, there are no union organizing activities among the employees of any Seller or Acquired Subsidiary, and for at least six (6) months thereafter and (ii) been party to a "work for hire" arrangement or proprietary rights agreement with SCB or any of its Subsidiaries pursuant to which either (x) in accordance with applicable federal and state law, SCB or the applicable Subsidiary have been accorded full, effective, exclusive and original ownership of all tangible and intangible property thereby arising or (y) there no question concerning representation has been conveyed to SCB raised or is threatened respecting the applicable Subsidiary by appropriately executed instruments employees of assignment full, effective and exclusive ownership of all tangible and intangible property thereby arisingany Seller or Acquired Subsidiary.

Certain Employee Matters. (a) Except Federated (or its Subsidiaries) shall offer to hire, effective as set forth of the Closing, those employees of Seller identified on Schedule 3.17(a)6.1.2 in accordance with Federated’s normal hiring process, all current policies and former procedures, which, for the avoidance of doubt, include specific eligibility requirements (terminated within 12 months e.g., background checks) and a requirement that each Person who becomes an employee execute and deliver certain standard agreements, such as those identified in Section 6.1.2(b) below, and standards and code of conduct, before or upon the commencement of employment. Each such offer of employment shall provide for base salary or base pay that is no less favorable than that in effect for such employee immediately prior to the Closing except as otherwise provided in any Employment Agreement signed by such employee. Each such offer also will contemplate that such employee will have at the time such employee becomes an employee of Federated (or its Subsidiaries) generally the same responsibilities (except for those employees responsible for fixed income Products) as such employee had for Seller immediately prior to the Closing, except as otherwise provided in any Employment Agreement signed by such employee. (b) As soon as practicable following the date hereof) members on which an offer of management, key personnel and employee consultants of SCB and its Subsidiaries have executed and delivered to SCB a standard employment and confidentiality agreement substantially in the form attached hereto as Exhibit F. No employee, agent, consultant or contractor of SCB is extended by Federated or any of its Subsidiaries to the employees of Seller identified on Schedule 6.1.2 (and, in any event, prior to the Closing), Seller shall request those employees of Seller who have contributed accepted Federated’s offer of employment (the “Transferring Employees”) to execute and deliver one or participated more of the following agreements (as determined by Federated): (i) an intellectual property assignment agreement; (ii) a non-solicitation agreement; (iii) a confidentiality agreement; or (iv) an offer letter or other agreement, in each case in the conception forms reasonably acceptable to Federated. In the event that any such employee does not promptly execute and development of proprietary rights of SCB or deliver any of its Subsidiaries has asserted or threatened any claim against SCB or any of its Subsidiaries in connection such agreement, Seller shall (and the Owner Parties shall cause Seller to) discuss with such person's involvement employee prior to Closing, and cooperate with Federated in any discussion Federated has with such employee prior to Closing as to, the conception reasons for such request, the importance thereof, and development of the proprietary rights of SCB or any of its Subsidiaries and, that if such employee fails to the knowledge of SCB, no such person has a reasonable basis for execute and deliver any such claimagreement required by Federated such employee will not become employed by Federated (or its Subsidiaries). (bc) Except to the extent that Federated requires a Transferring Employee to execute and deliver an Employment Agreement contemporaneously with the execution and delivery of this Agreement as set forth reflected on Schedule 3.17(b1 (which Employment Agreement shall become effective upon the Closing occurring), all current Seller shall (and former (terminated within 12 months of the Owner Parties shall cause Seller to) request each other Transferring Employee who is being asked to execute an Employment Agreement as contemplated in Schedule 1 to execute and deliver the Employment Agreement as soon as practicable after the date hereof) consultants on which such offer is extended (and, in any event, prior to SCB or any of its Subsidiaries who are independent contractors have (i) executed and delivered to SCB or any of its Subsidiaries a non-interference agreement restricting such person's right to solicit employees and contractors of SCB or any of its Subsidiaries and customers and clients and prospective customers and clients of SCB or any of its Subsidiaries during the term of such person's engagement and for at least six (6) months thereafter and (ii) been party to a "work for hire" arrangement or proprietary rights agreement with SCB or any of its Subsidiaries pursuant to Closing), which either (x) in accordance with applicable federal and state law, SCB or Employment Agreement shall become effective upon the applicable Subsidiary have been accorded full, effective, exclusive and original ownership of all tangible and intangible property thereby arising or (y) there has been conveyed to SCB or the applicable Subsidiary by appropriately executed instruments of assignment full, effective and exclusive ownership of all tangible and intangible property thereby arisingClosing.

Certain Employee Matters. (a) Except as set forth on Schedule 3.17(a), ARIS has furnished CIBER with forms of all ARSENSAL employment, non-interference and proprietary rights agreements along with a schedule indicating which forms apply to all current and former (terminated within 12 months of the date hereof) members of management, key personnel and employee consultants of SCB ARIS and its Subsidiaries have executed and delivered to SCB a standard employment and confidentiality agreement substantially in the form attached hereto as Exhibit F. Subsidiaries. No employee, agent, consultant or contractor of SCB ARIS or any of its Subsidiaries who have contributed to or participated in the conception and development of proprietary rights of SCB ARIS or any of its Subsidiaries has asserted or threatened any claim against SCB ARIS or any of its Subsidiaries in connection with such person's involvement in the conception and development of the proprietary rights of SCB ARIS or any of its Subsidiaries and, to the knowledge of SCBARIS, no such person has a reasonable basis for any such claim. (b) Except as set forth on Schedule 3.17(b), all current and former (terminated within 12 months of the date hereof) consultants to SCB ARIS or any of its Subsidiaries who are independent contractors have (i) executed and delivered to SCB ARIS or any of its Subsidiaries a non-interference agreement restricting such person's right to solicit interfere with employees and contractors of SCB ARIS or any of its Subsidiaries and customers and clients and prospective customers and clients of SCB ARIS or any of its Subsidiaries during the term of such person's engagement and for at least six (6) months thereafter and (ii) been party to a "work for hire" arrangement or proprietary rights agreement with SCB ARIS or any of its Subsidiaries pursuant to which either (x) in accordance with applicable federal and state law, SCB ARIS or the applicable Subsidiary have been accorded full, effective, exclusive and original ownership of all tangible and intangible property thereby arising or (y) there has been conveyed to SCB ARIS or the applicable Subsidiary by appropriately executed instruments of assignment full, effective and exclusive ownership of all tangible and intangible property thereby arising.

Certain Employee Matters. (a) Except as set forth on Schedule 3.17(a)5.20(a) of the Company Disclosure Schedule, all current and former members of management, key (terminated within 12 months including sales and recruiting) personnel and consultants (whether employees or independent contractors) of the date hereofCompany have executed and delivered to the Company a non-disclosure agreement restricting such person's right to disclose confidential information of the Company. Except as set forth on Schedule 5.20(a) of the Company Disclosure Schedule, all such members of management, key personnel and employee consultants of SCB and its Subsidiaries the Company have executed and delivered to SCB a standard employment and confidentiality agreement substantially in the form attached hereto as Exhibit F. No employee, agent, consultant or contractor of SCB or any of its Subsidiaries who have contributed to or participated in the conception and development of proprietary rights of SCB or any of its Subsidiaries has asserted or threatened any claim against SCB or any of its Subsidiaries in connection with such person's involvement in the conception and development of the proprietary rights of SCB or any of its Subsidiaries and, to the knowledge of SCB, no such person has a reasonable basis for any such claim. (b) Except as set forth on Schedule 3.17(b), all current and former (terminated within 12 months of the date hereof) consultants to SCB or any of its Subsidiaries who are independent contractors have (i) executed and delivered to SCB or any of its Subsidiaries a non-interference agreement restricting such person's right to solicit employees and contractors of SCB or any of its Subsidiaries and customers and clients and prospective customers and clients of SCB or any of its Subsidiaries during the term of such person's engagement and for at least six (6) months thereafter and (ii) been party to a "work for work-for-hire" arrangement or proprietary rights agreement with SCB or any of its Subsidiaries the Company pursuant to which either (xi) in accordance with applicable federal and state law, SCB or the applicable Subsidiary have Company has been accorded full, effective, exclusive and original ownership of all tangible and intangible property thereby arising or (yii) there has been conveyed to SCB or the applicable Subsidiary Company by appropriately executed instruments of assignment full, effective and exclusive ownership of all tangible and intangible property thereby arising. No employee, agent, consultant or contractor of the Company who has contributed to or participated in the conception and development of proprietary rights of the Company has asserted in writing or, to the Company's knowledge, threatened any claim against the Company in connection with such person's involvement in the conception and development of the proprietary rights of the Company and, to the knowledge of the Company, no such person has a reasonable basis for any such claim. (b) Schedule 5.20(b) of the Company Disclosure Schedule identifies all employees, independent contractors and other personnel of the Company, their respective rates of pay at the date hereof, and, with respect to all bill ▇▇▇sultants (employees or independent contractors), the billing rate of each such consultant. Unless otherwise noted on Schedule 5.20(b) of the Company Disclosure Schedule, each of the Company's personnel identified on Schedule 5.20(b) of the Company Disclosure Schedule is working full time and none of such personnel has expressly stated to Todd ▇▇▇▇▇▇ ▇▇▇t he or she intends to resign or cease working with the Company after Closing. Other than increases granted in the ordinary course of business, the Company has not committed to increase in any manner the compensation of any of its personnel beyond the amount identified on Schedule 5.20(b) of the Company Disclosure Schedule.

Certain Employee Matters. (a) Except as set forth on Schedule SCHEDULE 3.17(a), ARIS has furnished CIBER with forms of all ARSENSAL employment, non-interference and proprietary rights agreements along with a schedule indicating which forms apply to all current and former (terminated within 12 months of the date hereof) members of management, key personnel and employee consultants of SCB ARIS and its Subsidiaries have executed and delivered to SCB a standard employment and confidentiality agreement substantially in the form attached hereto as Exhibit F. Subsidiaries. No employee, agent, consultant or contractor of SCB ARIS or any of its Subsidiaries who have contributed to or participated in the conception and development of proprietary rights of SCB ARIS or any of its Subsidiaries has asserted or threatened any claim against SCB ARIS or any of its Subsidiaries in connection with such person's involvement in the conception and development of the proprietary rights of SCB ARIS or any of its Subsidiaries and, to the knowledge of SCBARIS, no such person has a reasonable basis for any such claim. (b) Except as set forth on Schedule SCHEDULE 3.17(b), all current and former (terminated within 12 months of the date hereof) consultants to SCB ARIS or any of its Subsidiaries who are independent contractors have (i) executed and delivered to SCB ARIS or any of its Subsidiaries a non-interference agreement restricting such person's right to solicit interfere with employees and contractors of SCB ARIS or any of its Subsidiaries and customers and clients and prospective customers and clients of SCB ARIS or any of its Subsidiaries during the term of such person's engagement and for at least six (6) months thereafter and (ii) been party to a "work for hire" arrangement or proprietary rights agreement with SCB ARIS or any of its Subsidiaries pursuant to which either (x) in accordance with applicable federal and state law, SCB ARIS or the applicable Subsidiary have been accorded full, effective, exclusive and original ownership of all tangible and intangible property thereby arising or (y) there has been conveyed to SCB ARIS or the applicable Subsidiary by appropriately executed instruments of assignment full, effective and exclusive ownership of all tangible and intangible property thereby arising.

Certain Employee Matters. (a) Except as set forth on Schedule 3.17(a)5.20(a) of the Company Disclosure Schedule, all current and former members of management, key (terminated within 12 months including sales and recruiting) personnel and consultants (whether employees or independent contractors) of the date hereofCompany have executed and delivered to the Company a confidential information agreement restricting such person's right to disclose confidential information of the Company. Except as set forth on Schedule 5.20(a) of the Company Disclosure Schedule, all such members of management, key personnel and employee consultants of SCB and its Subsidiaries the Company have executed and delivered to SCB a standard employment and confidentiality agreement substantially in the form attached hereto as Exhibit F. No employee, agent, consultant or contractor of SCB or any of its Subsidiaries who have contributed to or participated in the conception and development of proprietary rights of SCB or any of its Subsidiaries has asserted or threatened any claim against SCB or any of its Subsidiaries in connection with such person's involvement in the conception and development of the proprietary rights of SCB or any of its Subsidiaries and, to the knowledge of SCB, no such person has a reasonable basis for any such claim. (b) Except as set forth on Schedule 3.17(b), all current and former (terminated within 12 months of the date hereof) consultants to SCB or any of its Subsidiaries who are independent contractors have (i) executed and delivered to SCB or any of its Subsidiaries a non-interference agreement restricting such person's right to solicit employees and contractors of SCB or any of its Subsidiaries and customers and clients and prospective customers and clients of SCB or any of its Subsidiaries during the term of such person's engagement and for at least six (6) months thereafter and (ii) been party to a "work for work-for-hire" arrangement or proprietary rights agreement with SCB or any of its Subsidiaries the Company pursuant to which either (xi) in accordance with applicable federal and state law, SCB or the applicable Subsidiary have Company has been accorded full, effective, exclusive and original ownership of all tangible and intangible property thereby arising or (yii) there has been conveyed to SCB or the applicable Subsidiary Company by appropriately executed instruments of assignment full, effective and exclusive ownership of all tangible and intangible property thereby arising. No employee, agent, consultant or contractor of the Company who has contributed to or participated in the conception and development of proprietary rights of the Company has asserted in writing or, to the Company's knowledge, threatened any claim against the Company in connection with such person's involvement in the conception and development of the proprietary rights of the Company and, to the knowledge of the Company, no such person has a reasonable basis for any such claim. (b) Schedule 5.20(b) of the Company Disclosure Schedule identifies all employees, independent contractors and other personnel of the Company, their respective rates of pay at the date hereof, and, with respect to all bill ▇▇▇sultants (employees or independent contractors), the billing rate of each such consultant. Unless otherwise noted on Schedule 5.20(b) of the Company Disclosure Schedule, each of the Company's personnel identified on Schedule 5.20(b) of the Company Disclosure Schedule is working full time and none of such personnel has expressly stated to Tom ▇▇▇▇▇▇▇▇▇▇▇▇▇, ▇▇be▇▇ ▇▇▇▇▇▇▇▇▇▇, ▇▇hn ▇▇▇▇▇▇▇▇ ▇▇ Kell▇▇▇ ▇▇▇▇▇▇▇▇ ▇▇▇t he or she intends to resign or cease working with the Company after Closing. Other than increases granted in the ordinary course of business, the Company has not committed to increase in any manner the compensation of any of its personnel beyond the amount identified on Schedule 5.20(b) of the Company Disclosure Schedule. (c) Except as set forth on Schedule 5.20(c) of the Company Disclosure Schedule, all current and former (terminated within twelve (12) months of the date hereof) members of management and key (including sales and recruiting) personnel of the Company have executed and delivered to the Company a nonsolicitation agreement restricting such person's right to solicit employees, customers, clients and prospective customers and clients of the Company during the term of such person's or entity's employment and for at least six (6) months thereafter and such agreement contains a provision permitting assignment of the agreement by Company.