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EXHIBIT 10.52
EMPLOYMENT AGREEMENT
This Employment Agreement (the "Agreement") is made and entered into
this 3rd day of January, 1997, by and between MEDAPHIS CORPORATION, a Delaware
corporation (the "Company" or "Medaphis"), and Jerome H. Baglien, a resident of
the State of Illinois (the "Employee").
Statement of Background Information
The Company renders to hospitals, physicians, and/or other healthcare
organizations and providers: (a) billing services, accounts receivable
management services, collection services, electronic claims services, financial
management services, and practice and facilities management services: (b)
eligibility verification and certification for Medicaid, Medicare and other
healthcare assistance programs; (c) filing and other medical claims
securitization services; (d) medical coverage information services; and (e)
medical and insurance claims monitoring and tracking services (collectively the
"Processing Business").
The company also provides subrogation and related recovery services for
healthcare payors, including health maintenance organizations, indemnity
insurers, Blue Cross and Blue Shield organizations, third-party administrators,
self-funded employee health welfare benefit plans, and provider hospital
organizations (the "Subrogation Business").
The Company also: (a) develops, markets and licenses to hospitals,
integrated healthcare delivery systems, and other healthcare providers and other
end users (collectively "Providers"), (i) strategic, operational and financial
information systems and services and decision support tools for healthcare
providers, (ii) software systems which provide claims and reimbursement services
and electronic claims processing, and (iii) software applications which assist
Providers with automated scheduling and resource management (the items discussed
in Sections (a)(i), (a)(ii) and (a)(iii) of this paragraph are referred to as
"Systems"), which Systems include, but are not limited to, nurse scheduling and
management information systems, operating room patient scheduling and surgery
information systems, enterprise wide patient scheduling and resource management
systems, enterprise-wide employee scheduling and management information systems
and related software interfaces to other information systems; and (b) provides
to Providers installation and support services related to the Company's Systems
(the "Systems Business").
The Company also renders professional services with respect to the
development of computer software, algorithms, design, documentation, and related
materials, and the development, design, deployment, and operation of local and
wide area computer networks, all in conjunction with the sale, design,
deployment, operation and maintenance of custom computer processing systems for
improvement of operational efficiency or functionality through the use of image
storage and processing, work flow technology, optical character recognition or
other related technologies (the "System Integration Business") (the Processing
Business, the Subrogation Business, the Systems
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Business, the Systems Integration Business and any other distinct business
segment in which the Company engages during Employee's employment are
collectively referred to as the "Business").
In consideration of the mutual covenants, promises and conditions set
forth in this Agreement, and for other good and valuable consideration, the
receipt and sufficiency of which are hereby acknowledged, the parties agree as
follows:
1. Employment. The Company hereby employs Employee and Employee hereby
accepts such employment upon the terms and conditions set forth in this
Agreement. For purposes of Sections 7 and 8 of this Agreement,
"employment" shall mean any period of time during which the Company is
paying the Employee salary, wages, or any other amounts, whether or not
the Employee is currently performing services for the Company at the
time of such payment. Notwithstanding anything in this Agreement to the
contrary, in the event the Company is paying the Employee salary,
wages, benefits, severance or any other sums of money after termination
of Employee's employment with the Company, and Employee obtains any
other employment for consideration in any capacity, then such payments
will cease immediately if Employee's employment with the Company was
terminated as a result of the occurrence of any events described in
Section 4(b)(i) ("terminated for cause").
2. Duties of Employee. Employee's title will be Senior Vice President and
Chief Financial Officer and Employee will report directly to the Chief
Executive Officer and/or President of the Company. Employee agrees to
perform and discharge such other duties, which are not inconsistent
with such position, as may be assigned to Employee from time to time by
the Company to the reasonable satisfaction of the Company for the
normal professional performance of this position. Employee also agrees
to comply with all of the Company's policies, standards and regulations
and to follow the instructions and directives of Employee's superiors
within the Company, as promulgated by the officers of the Company.
Employee will devote Employee's full professional and business-related
time, skills and best efforts to such duties and will not, during the
term of this Agreement, be engaged (whether or not during normal
business hours) in any other business or professional activity, whether
or not such activity is pursued for gain, profit or other pecuniary
advantage, without the prior written consent of the Chief Executive
Officer or President of the Company, which consent will not be
unreasonably withheld. This Section will not be construed to prevent
Employee from (a) investing personal assets in businesses which do not
compete with the Company in such form or manner that will not require
any services on the part of Employee in the operation or the affairs of
the companies in which such investments are made and in which
Employee's participation is solely that of an investor; (b) purchasing
securities in any corporation whose securities are listed on a national
securities exchange or regularly traded in the over-the-counter market,
provided that Employee at no time owns, directly or indirectly, in
excess of one percent (1%) of the outstanding stock of any class of any
such corporation engaged in a business competitive with that of the
Company; or (c) participating in conferences, preparing and publishing
papers or books or teaching, so long as the Chief Executive Officer or
President of the Company approves such participation, preparation and
publication or teaching prior to Employee's engaging therein.
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3. Term. The term of this Agreement will be for a three year period of
time, commencing as of February 7, 1997 and expiring on February 7,
2000, subject to earlier termination as provided for in Section 4 of
this Agreement.
4. Termination.
(a) Termination upon Death or Disability.
If Employee dies during the Term, this Agreement shall
terminate as of Employee's death to the extent described below
in this Section 4. If Employee by virtue of "disability" (as
determined below) is unable to perform substantially all of
the Employee's duties hereunder, the Company shall, to the
extent permitted by law, have the right to terminate the
employment of Employee upon notice in writing to Employee.
Upon death or other termination of employment by virtue of
such disability, (i) Employee (or Employees estate or
beneficiaries in the case of the death of Employee) shall be
entitled to receive any Annual Salary and Benefit Plan
benefits theretofore earned or accrued under this Agreement,
and reimbursement under Section 5 for expenses incurred, prior
to the date of termination, and (ii) this Agreement shall
otherwise terminate upon such death or other termination of
employment and there shall be no further rights with respect
to Employee hereunder; provided that no provision of this
Agreement shall limit any of Employee's rights (or the rights
of Employee's estate or beneficiaries) otherwise set forth
under any insurance, pension or other benefit programs of the
Company for which Employee shall be eligible at the time of
such death or disability. For purposes of this Section 4,
Employee shall be deemed to have incurred a "disability" if,
because of injury or sickness, Employee cannot for a period of
one hundred and twenty (120) days in a consecutive 365-day
period, perform substantially all of the essential duties of
Employee's regular occupation, unless, such inability to
adequately perform services under this Agreement is pursuant
to a mental or physical incapacity or disability covered by
the Family Medical Leave Act, in which case such one hundred
and twenty (120) day period shall be extended to a one hundred
and eighty (180) day period.
(b) Termination for Cause; Termination by Employee without Good
Reason
(i) for purposes of this Agreement, "Cause" shall be
deemed to exist if Employee (i) commits (a) a felony,
(b) a crime of fraud, moral turpitude, dishonesty,
breach of trust or unethical business conduct or (c)
any crime or misdemeanor involving the Company, (ii)
acts, or fails to act, to the detriment of the
Company where such action or inaction constitutes
material misconduct, intentional or gross neglect,
fraud, misappropriation or embezzlement, (iii)
breaches this Agreement in any material respect, and
fails to cure such breach within ten (10) days after
Employee's receipt of written
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notice of such breach (notwithstanding the foregoing,
no cure period shall be applicable to breaches by
Employee of Section 6, 7 or 8 of this Agreement).
(ii) For purposes of this Agreement, "Good Reason" shall
be deemed to exist if, without Employee's express
written consent, (i) the Company materially breaches
this Agreement, (ii) Employee is assigned duties
materially inconsistent with Section 2, or (iii)
Employee's duties and responsibilities are
substantially reduced without Cause. Employee shall
not be deemed to have terminated employment for Good
Reason unless (i) Employee gives the Company notice
of termination of Employee's employment not later
than thirty days after the occurrence of the event or
condition constituting Good Reason; provided that a
continuing event or condition first occurs or arises;
and (ii) such notice specifies an effective date for
the termination which is at least thirty days after
the date of the notice. Notwithstanding the
foregoing, (i) if there exists (without regard to
this clause (i) an event or condition that
constitutes Good Reason, the Company shall have ten
days from the date such notice is given to cure such
event or condition and, if the Company does so, such
event or condition shall not constitute Good Reason
hereunder, and (ii) Good Reason shall not be deemed
to exist at any time which Employee could be
terminated for Cause.
(iii) The Company may terminate Employee's employment
hereunder for Cause. If the Company terminates
Employee's employment for Cause or Employee resigns
or otherwise terminates Employee's employment with
the Company without Good Reason, (i) Employee shall
have no right to receive any compensation or benefit
hereunder on and after the date of Employee's
termination other than Annual Salary and Benefit Plan
benefits theretofore earned and accrued under this
Agreement, and reimbursement under Section 5 for
expenses theretofore incurred and paid, and (ii) this
Agreement shall otherwise terminate upon such
termination of employment and Employee shall have no
further rights hereunder.
(c) Termination Without Cause, Termination for Good Reason
The Company may terminate Employee's employment at any time
for any reason, and Employee may terminate Employee's
employment for Good Reason. If the Company terminates
Employee's employment and such termination is not pursuant to
Section 4(a) or 4(b), or Employee terminates Employee's
employment for Good Reason, (i) Employee will receive the
Annual Salary and the coverage under the Welfare Plans
(provided payments under such Welfare Plans to Employee would
not result in disqualification by the Company or its
participants under such plans) that Employee would have
received and payable at the same times and dates as would have
been applicable in the absence of such termination, (ii)
Employee shall be entitled to receive reimbursement under
Section 5 for expenses incurred prior to the
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date of termination, (iii) Employee shall be entitled to
receive any Annual Salary and Benefit Plan benefits,
theretofore earned to accrued under this Agreement, and (iv)
no payments or benefits provided under this Section shall be
reduced by any amount Employee may earn or receive from
employment with another employer or from any other source.
5. Compensation and Benefits.
a) Annual Salary. During the term of this Agreement and for all
services rendered by Employee under this Agreement, the Company will
pay Employee a base salary of Two Hundred Fifty Thousand Dollars
($250,000.00) per annum in equal bi-weekly installments. Such annual
salary will be subject to adjustments by any increases given in the
normal course of business.
b) Incentive Compensation. During the term of the Agreement, Employee
shall have a target bonus equal to 80% of Employee's base salary,
payable upon the achievement of certain objectives set by the Board of
Directors or the President of the Company. For the first year of the
Agreement, if such objectives are not met, all or a portion of such
bonus still may be paid at the sole discretion of the Board of
Directors of the Company.
c) Stock Options. As soon as reasonably practicable after the signing
of this Agreement, and subject to the approval of the Compensation
Committee of the Board of Directors of Medaphis Corporation, the
Company will cause Medaphis to issue to Employee, effective as of the
date approved by the Compensation Committee of the Board of Directors
of Medaphis Corporation, options to purchase Two Hundred and Fifty
Thousand (250,000) shares of Medaphis Common Stock pursuant to the
terms and conditions of the Amended and Restated Medaphis Corporation
Non-Qualified Stock Option Plan ("Stock Option Plan"), as amended. Such
options will vest at the rate of thirty-three and one-third percent
(33.33%) per year for a three-year period beginning on the starting
date of this Agreement, subject to the terms and conditions of the
Stock Option Plan. Such options shall vest in full immediately upon the
occurrence of certain change in control events outlined in the Stock
Option Plan. Employee shall be considered for additional grants of
options to purchase shares of Medaphis common stock in a manner which
is consistent with other senior officers of the Company. However,
nothing in this Agreement shall give rise to a contractual right to
Employee to receive grants of additional stock options of Medaphis.
Further, Medaphis has no obligation to Employee to create parity with
any other Medaphis executives with respect to any options granted to
such other executives.
d) Other Benefits. Employee will be entitled to such fringe benefits as
may be provided from time-to-time by the Company to its employees,
including, but not limited to, group health insurance, life and
disability insurance, vacations and any other fringe benefits now or
hereafter provided by the Company to its employees, if and when
Employee meets the eligibility requirements for any such benefit. The
Company reserves the right to change or discontinue any employee
benefit plans or programs now being offered to its employees;
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provided, however, that all benefits provided for employees of the same
position and status as Employee will be provided to Employee on an
equal basis.
e) Business Expenses. Employee will be reimbursed for all reasonable
expenses incurred in the discharge of Employee's duties under this
Agreement pursuant to the Company's standard reimbursement policies.
f) Withholding. The Company will deduct and withhold from the payments
made to Employee under this Agreement, state and federal income taxes,
FICA and other amounts normally withheld from compensation due
employees.
g) Relocation Expenses. The Company will engage a relocation firm
chosen by the Company to determine the fair market value of Employee's
primary residence and to be responsible for the ultimate sale of such
residence, all pursuant to the terms of a "home guaranty support"
package to be agreed upon between the Company and the relocation firm
and attached hereto. Such terms will provide that Employee will be able
to borrow from the relocation firm an amount equal to the difference
between Employee's equity ownership in such residence and the fair
market value of such residence as determined by the relocation firm,
and the outstanding balance of any such loan shall be payable from the
proceeds of the sale of the residence. Furthermore, provided Employee
supplies the Company with adequate documentation, Employee will be
compensated for the following expenses associated with Employee's
relocation to Atlanta, Georgia :
i. Employee will be reimbursed for all reasonable and
customary costs incurred by Employee in connection
with the sale of Employee's existing residence;
ii. Employee will be reimbursed for all reasonable and
customary costs incurred by Employee in connection
with the acquisition of Employee's new residence in
the State of Georgia;
iii. Employee will receive a temporary housing allowance
of $3,000.00 per month, not to exceed four months, to
allow Employee to locate an acceptable residence; and
iv. Employee will be reimbursed for all reasonable and
customary moving costs incurred by Employee in
connection with his relocation to the State of
Georgia.
v. Employee will be reimbursed a temporary commuting
allowance of up to $1,000 per month, not to exceed
four months, for travel during the initial start-up
period for travel to and from the employee's existing
home.
h) Tax Gross-Up Payment. Employee will receive a payment from the
Company (the "Tax Gross-Up Payment") in an amount equal to the federal
and state income taxes payable by
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Employee as a result of the amounts reimbursed to Employee under
Section 5(g) of this Agreement and the Tax Gross-Up Payment, after
taking into consideration any income tax deductions available to
Employee with respect to any such expenses so reimbursed. Such Tax
Gross-Up Payments shall be paid to Employee at such time or times as
Employee shall provide the Company with sufficient documentation to
calculate the same.
i) Attorney's Fees. Employee will be reimbursed for reasonable
attorney's fees, not to exceed Three Thousand Dollars ($3,000.00), in
connection with the review of this Agreement by Employee's legal
counsel.
j) Golf Club Membership. The Company will pay for Employee's membership
initiation fee to join the golf club of Employee's choice up to an
amount not to exceed Thirty-Five Thousand Dollars ($35,000.00).
6. Non-Disclosure of Proprietary Information. Employee recognizes and
acknowledges that the Trade Secrets (as defined below) and Confidential
Information (as defined below) of the Company and its affiliates and
all physical embodiments thereof (as they may exist from time-to-time,
collectively, the "Proprietary Information") are valuable, special and
unique assets of the Company's and its affiliates' businesses. Employee
further acknowledges that access to such Proprietary Information is
essential to the performance of Employee's duties under this Agreement.
Therefore, in order to obtain access to such Proprietary Information,
Employee agrees that Employee shall hold in confidence all Proprietary
Information and will not reproduce, use, distribute, disclose, publish
or otherwise disseminate any Proprietary Information, in whole or in
part, and will take no action causing, or fail to take any action
necessary to prevent causing, any Proprietary Information to lose its
character as Proprietary Information, nor will Employee make use of any
such information for Employee's own purposes or for the benefit of any
person, firm, corporation, association or other entity (except the
Company) under any circumstances.
For purposes of this Agreement, the term "Trade Secrets" means
information, including, but not limited to, any technical or
nontechnical data, formula, pattern, compilation, program, device,
method, technique, drawing, process, financial data, financial plan,
product plan, list of actual or potential customers or suppliers, or
other information similar to any of the foregoing, which derives
economic value, actual or potential, from not being generally known to,
and not being readily ascertainable by proper means by, other persons
who can derive economic value from its disclosure or use. For purposes
of this Agreement, the term "Trade Secrets" does not include
information that Employee can show by competent proof (i) was known to
Employee and reduced to writing prior to disclosure by the Company (but
only if Employee promptly notifies the Company of Employee's prior
knowledge); (ii) was generally known to the public at the time the
Company disclosed the information to Employee; (iii) became generally
known to the public after disclosure by the Company through no act or
omission of Employee; or (iv) was disclosed to Employee by a third
party having a bona fide right both to possess the information and to
disclose the information to Employee. The term "Confidential
Information" means any data or information of the
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Company, other than trade secrets, which is valuable to the Company and
not generally known to competitors of the Company. The provisions of
this Section 6 will apply to Trade Secrets for so long as such
information remains a trade secret and to Confidential Information
during Employee's employment with the Company and for a period of two
(2) years following any termination of Employee's employment with the
Company for whatever reason.
7.A. Non-Competition Covenant. During Employee's employment by the Company
and for a period of two (2) years following any termination of
Employee's employment for whatever reason, Employee will not, directly
or indirectly, on Employee's own behalf or in the service of or on
behalf of any other individual or entity, compete with the Company
within the Geographical Area (as hereinafter defined). The term
"compete" means to engage in, have any equity or profit interest in,
make any loan to or for the benefit of, or render any services of any
kind to, directly or indirectly, on Employee's own behalf or in the
service of or on behalf of any other individual or entity, either as a
proprietor, employee, agent, independent contractor, consultant,
director, officer, partner or stockholder (other than a stockholder of
a corporation listed on a national securities exchange or whose stock
is regularly traded in the over-the-counter market, provided that
Employee at no time owns, directly or indirectly, in excess of one
percent (1%) of the outstanding stock of any class of any such
corporation) any business which provides Business products or services.
For purposes of this Agreement, the term "Geographical Area" means the
territory located within a seventy-five (75) mile radius of each
facility for which Employee has management responsibility during
Employee's employment with the Company.
B. Non-Solicitation of Clients Covenant. Employee agrees that during
Employee's employment by the Company and for a period of two (2) years
following the termination of Employee's employment for whatever reason,
Employee will not, directly or indirectly, on Employee's own behalf or
in the service of or on behalf of any other individual or entity,
divert, solicit or attempt to solicit any individual or entity (i) who
is a client of the Company at any time during the six (6)-month period
prior to Employee's termination of employment with the Company
("Client"), or was actively sought by the Company as a prospective
client, and (ii) with whom Employee had material contact while employed
by the Company to provide Business services or products to such Clients
or prospects.
C. Construction. The parties hereto agree that any judicial authority
construing all or any portion of this Section 7 or Section 8 below may,
if it chooses, sever any portion of the Geographical Area, client base,
prospective relationship or prospect list or any prohibited business
activity from the coverage of such Section and to apply the provisions
of such Section to the remaining portion of the Geographical Area, the
client base or the prospective relationship or prospect list, or the
remaining business activities not so severed by such judicial
authority. In addition, it is the intent of the parties that the
judicial authority may, if it chooses, replace each such severed
provision with a provision as similar in terms to such severed
provision as may be possible and be legal, valid and enforceable. It is
the intent of the parties that Sections 7 and 8 be enforced to the
maximum extent permitted by law. In the
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event that any provision of either such Section is determined not to be
specifically enforceable, the Company shall nevertheless be entitled to
bring an action to seek to recover monetary damages as a result of the
breach of such provision by Employee.
8. Non-Solicitation of Employees Covenant. Employee further agrees and
represents that during Employee's employment by the Company and for a
period of two (2) years following any termination of Employee's
employment for whatever reason, Employee will not, directly or
indirectly, on Employee's own behalf or in the service of, or on behalf
of any other individual or entity, divert, solicit or hire away, or
attempt to divert, solicit or hire away, to or for any individual or
entity which is engaged in providing Business services or products, any
person employed by the Company for whom Employee had supervisory
responsibility or with whom Employee had material contact while
employed by the Company, whether or not such employee is a full-time
employee or temporary employee of the Company, whether or not such
employee is employed pursuant to written agreement and whether or not
such employee is employed for a determined period or at-will.
9. Existing Restrictive Covenants. Employee represents and warrants that
Employee's employment with the Company does not and will not breach any
agreement which Employee has with any former employer to keep in
confidence confidential information or not to compete with any such
former employer. Employee will not disclose to the Company or use on
its behalf any confidential information of any other party required to
be kept confidential by Employee.
10. Return of Proprietary Information. Employee acknowledges that as a
result of Employee's employment with the Company, Employee may come
into the possession and control of Proprietary Information, such as
proprietary documents, drawings, specifications, manuals, notes,
computer programs, or other proprietary material. Employee
acknowledges, warrants and agrees that Employee will return to the
Company all such items and any copies or excerpts thereof, and any
other properties, files or documents obtained as a result of Employee's
employment with the Company, immediately upon the termination of
Employee's employment with the Company.
11. Proprietary Rights. During the course of Employee's employment with the
Company, Employee may make, develop or conceive of useful processes,
machines, compositions of matter, computer software, algorithms, works
of authorship expressing such algorithm, or any other discovery, idea,
concept, document or improvement which relates to or is useful to the
Company's Business (the "Inventions"), whether or not subject to
copyright or patent protection, and which may or may not be considered
Proprietary Information. Employee acknowledges that all such Inventions
will be "works made for hire" under United States copyright law and
will remain the sole and exclusive property of the Company. Employee
also hereby assigns and agrees to assign to the Company, in perpetuity,
all right, title and interest Employee may have in and to such
Inventions, including without limitation, all copyrights, and the right
to apply for any form of patent, utility model, industrial design or
similar proprietary right recognized by any state, country or
jurisdiction. Employee further
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agrees, at the Company's request and expense, to do all things and sign
all documents or instruments necessary, in the opinion of the Company,
to eliminate any ambiguity as to the ownership of, and rights of the
Company to, such Inventions, including filing copyright and patent
registrations and defending and enforcing in litigation or otherwise
all such rights.
Employee will not be obligated to assign to the Company any Invention
made by Employee while in the Company's employ which does not relate to
any business or activity in which the Company is or may reasonably be
expected to become engaged, except that Employee is so obligated if the
same relates to or is based on Proprietary Information to which
Employee will have had access during and by virtue of Employee's
employment or which arises out of work assigned to Employee by the
Company. Employee will not be obligated to assign any Invention which
may be wholly conceived by Employee after Employee leaves the employ of
the Company, except that Employee is so obligated if such Invention
involves the utilization of Proprietary Information obtained while in
the employ of the Company. Employee is not obligated to assign any
Invention which relates to or would be useful in any business or
activities in which the Company is engaged if such Invention was
conceived and reduced to practice by Employee prior to Employee's
employment with the Company, provided that all such Inventions are
listed at the time of employment on the attached Exhibit A.
12. Remedies. Employee agrees and acknowledges that the violation of any of
the covenants or agreements contained in Sections 6, 7, 8, 9, 10 and 11
of this Agreement would cause irreparable injury to the Company, that
the remedy at law for any such violation or threatened violation
thereof would be inadequate, and that the Company will be entitled, in
addition to any other remedy, to temporary and permanent injunctive or
other equitable relief without the necessity of proving actual damages
or posting a bond. The Company agrees and acknowledges that the
violation of Employee's rights with respect to the Invention set forth
on Exhibit A would cause irreparable injury to Employee, that the
remedy at law for any such violation or threaten violation thereof
would be inadequate, and that Employee will be entitled, in addition to
any other remedy, to temporary and permanent injunctive or other
equitable relief without the necessity of proving actual damages or
posting a bond.
13. Notices. Any notice or communication under this Agreement will be in
writing and sent by registered or certified mail addressed to the
respective parties as follows:
If to the Company: If to Employee:
2700 Cumberland Parkway Jerome H. Baglien.
Suite 300 6239 Pinetree Drive
Atlanta, GA 30339 Long Grove, Illinois 60047
Attn: General Counsel
14. Contract Review. Medaphis will reexamine the senior management
employment contract methodology with respect to the terms and
conditions relating to the potential renewal and
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extension of this agreement following completion of the term set forth
herein. It is anticipated that this review will be completed during the
initial 18 months of this Agreement.
15. Severability. Subject to the application of Section 7(C) to the
interpretation of Sections 7 and 8, in case one or more of the
provisions contained in this Agreement is for any reason held to be
invalid, illegal or unenforceable in any respect, the parties agree
that it is their intent that the same will not affect any other
provision in this Agreement, and this Agreement will be construed as if
such invalid or illegal or unenforceable provision had never been
contained herein. It is the intent of the parties that this Agreement
be enforced to the maximum extent permitted by law.
16. Entire Agreement. This Agreement embodies the entire agreement of the
parties relating to the subject matter of this Agreement and supersedes
all prior agreements, oral or written, regarding the subject matter
hereof. No amendment or modification of this Agreement will be valid or
binding upon the parties unless made in writing and signed by the
parties.
17. Binding Effect. This Agreement will be binding upon the parties and
their respective heirs, representatives, successors, transferees and
permitted assigns.
18. Assignment. This Agreement is one for personal services and will not be
assigned by Employee. The Company may assign this Agreement to its
parent company or to any of its subsidiaries or affiliated companies;
provided that the parent or any subsidiary or affiliate fulfills the
obligations of the Company under this Agreement.
19. Governing Law. This Agreement is entered into and will be interpreted
and enforced pursuant to the laws of the State of Georgia. The parties
hereto hereby agree that the appropriate forum and venue for any
disputes between any of the parties hereto arising out of this
Agreement shall be any federal court in the state where the Company has
its principal place of business and each of the parties hereto hereby
submits to the personal jurisdiction of any such court. The foregoing
shall not limit the rights of any party to obtain execution of judgment
in any other jurisdiction. The parties further agree, to the extent
permitted by law, that a final and unappealable judgment against either
of them in any action or proceeding contemplated above shall be
conclusive and may be enforced in any other jurisdiction within or
outside the United States by suit on the judgment, a certified
exemplified copy of which shall be conclusive evidence of the fact and
amount of such judgment.
20. Surviving Terms. Sections 6, 7, 8, 9, 10, 11 and 12 of this Agreement
shall survive termination of this Agreement.
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IN WITNESS WHEREOF, the parties have executed this Agreement as of the
day and year first above written.
COMPANY: EMPLOYEE:
MEDAPHIS CORPORATION
By: /s/ Daniel S. Connors /s/ Jerome H. Baglien
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Jerome H. Baglien
Title: SVP Personnel & Administration
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EXHIBIT A
INVENTIONS
Declared Inventions:
The SOFTCARE software and database tools, medical instrument
interface tools (both radio frequency and direct electronic interfaces), and
physicians research and diagnostic database tools.
JHB
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Employee Initials
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