Common use of Competitor Clause in Contracts

Competitor. A “Competitor” for purposes of this Agreement shall mean any person, corporation or other entity that competes with one or more of the business offerings of the Corporation. As of the Effective Date, the Corporation’s business offerings include: (i) pharmacy benefits management (“PBM”), including: (a) the administration of pharmacy benefits for businesses, government agencies and health plans; (b) mail order pharmacy; (c) specialty pharmacy; (d) the procurement of prescription drugs at a negotiated rate for dispensing; and (e) Medicare Part D services; (ii) retail, which includes the sale of prescription drugs, over-the-counter medications, beauty products and cosmetics, digital and traditional photo finishing services, digital and other online offerings, seasonal and other general merchandise, greeting cards, convenience foods and other product lines and services which are sold by the Corporation’s retail division (“Retail”); (iii) retail health clinics (“MinuteClinic”); (iv) the provision of pharmaceutical products and ancillary services, including specialty pharmaceutical products and support services and the provision of related pharmacy consulting, data management services and medical supplies to long-term care facilities, other healthcare service providers and recipients of services from such facilities (“Long-Term Care”); (v) the provision of prescription infusion drugs and related services (“Infusion”); (vi) the provision of insurance (“Insurance”) including: (a) health insurance products and services; (b) managed health care products and services; (c) dental, vision, workers compensation and employee assistance program products and services; (d) wellness products and services to employers, government agencies, health plans, other businesses or third party payers; (e) other voluntary products that are excepted benefits under HIPAA; (vii) the creation and provision of population health management products and services (“Health Management”); (viii) the administration of (ii) - (vii) (“Administration”); and (ix) any other business in which Corporation is engaged or imminently will be engaged. For the purpose of assessing whether I am engaging in “Competition” under Section 2 (a) (i) above, a person, corporation or other entity shall not be considered a Retail Competitor if such entity derives annual gross revenues from its business in an amount which is less than 2% of the Corporation’s gross revenues from Retail, during its most recently completed fiscal year. For avoidance of doubt, this exclusion does not apply to a determination of whether I am engaging in “Competition” as set forth in Section 2 (a) (ii) above. I and the Corporation acknowledge that both the Corporation’s products and services and the entities which compete with the Corporation’s products and services evolve and an entity will be considered a Competitor if it provides products or services competitive with the products and services provided by the Corporation within the last two years of my employment. I agree to this enterprise-wide definition of Competition, which may prevent me from providing services to any of the Corporation’s PBM, Retail, MinuteClinic, Long-Term Care, Health Insurance, Health Management, Administration and/or Infusion Competitors or any combination thereof during the Non-Competition period.

Appears in 2 contracts

Samples: Restrictive Covenant Agreement (CVS HEALTH Corp), Restrictive Covenant Agreement (CVS HEALTH Corp)

AutoNDA by SimpleDocs

Competitor. A “Competitor” for purposes of this Agreement shall mean any person, corporation or other entity that competes with one or more of the business offerings of the Corporation. Corporation As of the Effective Date, the Corporation’s business offerings include: (i) pharmacy benefits management (“PBM”), including: (a) the administration of pharmacy benefits for businesses, government agencies and health plans; (b) mail order pharmacy; (c) specialty pharmacy; (d) the procurement of prescription drugs at a negotiated rate for dispensing; and (e) Medicare Part D 2020 Xxxxx Xxxxx RCA services; (ii) retail, which includes the sale of prescription drugs, over-the-counter medications, beauty products and cosmetics, digital and traditional photo finishing services, digital and other online offerings, seasonal and other general merchandise, greeting cards, convenience foods and other product lines and services which are sold by the Corporation’s retail division (“Retail”); (iii) retail health clinics (“MinuteClinic”); (iv) the provision of pharmaceutical products and ancillary services, including specialty pharmaceutical products and support services and the provision of related pharmacy consulting, data management services and medical supplies to long-term care facilities, other healthcare service providers and recipients of services from such facilities (“Long-Long- Term Care”); (v) the provision of prescription infusion drugs and related services (“Infusion”); (vi) the provision of insurance (“Insurance”) including: (a) health insurance products and services; (b) managed health care products and services; (c) dental, vision, workers compensation and employee assistance program products and services; (d) wellness products and services to employers, government agencies, health plans, other businesses or third party payers; (e) other voluntary products that are excepted benefits under HIPAA; (vii) the creation and provision of population health management products and services (“Health Management”); (viii) the administration of (ii) - (vii) (“Administration”); and (ix) any other business in which Corporation is engaged or imminently will be engaged. For the purpose of assessing whether I am engaging in “Competition” under Section 2 (a) (i2(a)(i) above, a person, corporation or other entity shall not be considered a Retail Competitor if such entity derives annual gross revenues from its business in an amount which is less than 2% of the Corporation’s gross revenues from Retail, during its most recently completed fiscal year. For avoidance of doubt, this exclusion does not apply to a determination of whether I am engaging in “Competition” as set forth in Section 2 (a) (ii2(a)(ii) above. I and the Corporation The parties acknowledge that both the Corporation’s products and services and the entities which compete with the Corporation’s products and services evolve and an entity will be considered a Competitor if it provides products or services competitive with the products and services provided by the Corporation within the last two years of my employment. I agree to this enterprise-wide definition of Competition, Competition which may prevent me from providing services to any of the Corporation’s PBM, Retail, Insurance, Health Management, MinuteClinic, Long-Term Care, Health Insurance, Health Management, Administration and/or Infusion Competitors or any combination thereof during the Non-Competition period.

Appears in 1 contract

Samples: Restrictive Covenant Agreement (CVS HEALTH Corp)

Competitor. A “Competitor” for purposes of this Agreement shall mean any person, corporation or other entity that competes with one or more of the business offerings of the Corporation. Corporation As of the Effective Date, the Corporation’s business offerings include: (i) pharmacy benefits management (“PBM”), including: (a) the administration of pharmacy benefits for businesses, government agencies and health plans; (b) mail order pharmacy; (c) specialty pharmacy; and (d) the procurement of prescription drugs at a negotiated rate for dispensing; and (e) Medicare Part D services; (ii) retail, which includes the sale of prescription drugs, over-the-counter medications, beauty products and cosmetics, digital and traditional photo finishing services, digital and other online offerings, seasonal and other general merchandise, greeting cards, convenience foods and other product lines and services which are sold by the Corporation’s retail division (“Retail”); (iii) retail health clinics (“MinuteClinic”); (iv) the provision of pharmaceutical products and ancillary services, including specialty pharmaceutical products and support services and the provision of related pharmacy consulting, data management services and medical supplies to long-term care facilities, other healthcare service providers and recipients of services from such facilities (“Long-Long- Term Care”); (v) the provision of prescription infusion drugs and related services (“Infusion”); (vi) the provision of kidney care services, including but not limited to caring for patients with end stage renal disease (“Kidney Care”); (vii) services relating to or supporting clinical trials (“Clinical Trials”); (viii) the provision of insurance (“Insurance”) including: (a) health insurance products and services; (b) managed health care products and services; (c) dental, vision, workers compensation and employee assistance program products and services; (d) wellness products and services to employers, government agencies, health plans, other businesses or third party payers; (e) Medicare Part D services; and (f) other voluntary products that are excepted benefits under HIPAA; (viiix) the creation and provision of population health management products and services (“Health Management”); (viiix) services supporting or related to the administration of the business offerings in (iii) - (viiix) (“Administration”); and (ixxi) any other business in which Corporation is engaged or imminently will be engaged. For avoidance of doubt, Competitor shall include any business unit, corporate entity, division, affiliate or part of a Competitor which offers other products or services which are or may be combined or offered as part of a suite of products or services with the Competitor’s Insurance, Health Management and/or PBM offerings. For the purpose of assessing whether I am engaging in “Competition” under Section 2 (a) (isection 3(a)(i) above, a person, corporation or other entity shall not be considered a Retail Competitor if such entity derives annual gross revenues from its business in an amount which is less than 2% of the Corporation’s gross revenues from Retail, during its most recently completed fiscal year. For avoidance of doubt, this exclusion does not apply to a determination of whether I am engaging in “Competition” as set forth in Section 2 (a) (iisection 3(a)(ii) above. I and the Corporation acknowledge that both the Corporation’s products and services and the entities which compete with the Corporation’s products and services evolve over time, and that an entity will be considered a Competitor if it provides products or services competitive with the products and services provided by the Corporation within the last two years of my employmentemployment with the Corporation. I agree that the provisions of Section 3 of this Agreement are reasonable to this enterprise-wide definition of Competition, which may prevent me from providing services to any of protect and preserve the Corporation’s PBMlegitimate business interests, Retailincluding the protection of the Company’s Confidential Information and the Company’s substantial investment made to develop and retain its Confidential Information, MinuteClinicclients, Long-Term Careother business relationships, Health Insurance, Health Management, Administration and/or Infusion Competitors or any combination thereof during the Non-Competition periodand related goodwill.

Appears in 1 contract

Samples: Restrictive Covenant Agreement (CVS HEALTH Corp)

Competitor. A “Competitor” for purposes of this Agreement shall mean any person, corporation or other entity that competes with one or more of the business offerings of the Corporation. Corporation As of the Effective Date, the Corporation’s business offerings include: (i) pharmacy benefits management (“PBM”), including: (a) the administration of pharmacy benefits for businesses, government agencies and health plans; (b) mail order pharmacy; (c) specialty pharmacy; and (d) the procurement of prescription drugs at a negotiated rate for dispensing; and (e) Medicare Part D services; (ii) retail, which includes the sale of prescription drugs, over-the-counter medications, beauty products and cosmetics, digital and traditional photo finishing services, digital and other online offerings, seasonal and other general merchandise, greeting cards, convenience foods and other product lines and services which are sold by the Corporation’s retail division (“Retail”); (iii) retail health clinics (“MinuteClinic”); (iv) the provision of pharmaceutical products and ancillary services, including specialty pharmaceutical products and support services and the provision of related pharmacy consulting, data management services and medical supplies to long-term care facilities, other healthcare service providers and recipients of services from such facilities (“Long-Term Care”); (v) the provision of prescription infusion drugs and related services (“Infusion”); (vi) the provision of kidney care services, including but not limited to caring for patients with end stage renal disease (“Kidney Care”); (vii) services relating to or supporting clinical trials (“Clinical Trials”); (viii) the provision of insurance (“Insurance”) including: (a) health insurance products and services; (b) managed health care products and services; (c) dental, vision, workers compensation and employee assistance program products and services; (d) wellness products and services to employers, government agencies, health plans, other businesses or third party payers; (e) Medicare Part D services; and (f) other voluntary products that are excepted benefits under HIPAA; (viiix) the creation and provision of population health management products and services (“Health Management”); (viiix) services supporting or related to the administration of Proprietary the business offerings in (iii) - (viiix) (“Administration”); and (ixxi) any other business in which Corporation is engaged or imminently will be engaged. For the purpose of assessing whether I am engaging in “Competition” under Section 2 (a) (isection 2(a)(i) above, a person, corporation or other entity shall not be considered a Retail Competitor if such entity derives annual gross revenues from its business in an amount which is less than 2% of the Corporation’s gross revenues from Retail, during its most recently completed fiscal year. For avoidance of doubt, this exclusion does not apply to a determination of whether I am engaging in “Competition” as set forth in Section 2 (a) (iisection 2(a)(ii) above. I and the Corporation acknowledge that both the Corporation’s products and services and the entities which compete with the Corporation’s products and services evolve over time, and that an entity will be considered a Competitor if it provides products or services competitive with the products and services provided by the Corporation within the last two years of my employmentemployment with the Corporation. I agree that the provisions of Section 2 of this Agreement are reasonable to this enterprise-wide definition of Competition, which may prevent me from providing services to any of protect and preserve the Corporation’s PBMlegitimate business interests, Retailincluding the protection of the Company’s Confidential Information and the Company’s substantial investment made to develop and retain its Confidential Information, MinuteClinicclients, Long-Term Careother business relationships, Health Insurance, Health Management, Administration and/or Infusion Competitors or any combination thereof during the Non-Competition periodand related goodwill.

Appears in 1 contract

Samples: Restrictive Covenant Agreement (CVS HEALTH Corp)

Competitor. A “Competitor” for purposes of this Agreement shall mean any person, corporation or other entity that competes with one or more of the business offerings of the Corporation. Corporation As of the Effective Date, the Corporation’s business offerings include: (i) pharmacy benefits management (“PBM”), including: (a) the administration of pharmacy benefits for businesses, government agencies and health plans; (b) mail order pharmacy; (c) specialty pharmacy; (d) the procurement of prescription drugs at a negotiated rate for dispensing; and (e) Medicare Part D services; (ii) retail, which includes the sale of prescription drugs, over-the-counter medications, beauty products and cosmetics, digital and traditional photo finishing services, digital and other online offerings, seasonal and other general merchandise, greeting cards, convenience foods and other product lines and services which are sold by the Corporation’s retail division (“Retail”); (iii) retail health clinics (“MinuteClinic”); (iv) the provision of pharmaceutical products and ancillary services, including specialty pharmaceutical products and support services and the provision of related pharmacy consulting, data management services and medical supplies to long-term care facilities, other healthcare service providers and recipients of services from such facilities (“Long-Term Care”); (v) the provision of prescription infusion drugs and related services (“Infusion”); and (vi) the provision of insurance (“Insurance”) including: (a) health insurance products and services; (b) managed health care products and services; (c) dental, vision, workers compensation and employee assistance program products and services; (d) wellness products and services to employers, government agencies, health plans, other businesses or third party payers; (e) other voluntary products that are excepted benefits under HIPAA; (vii) the creation and provision of population health management products and services (“Health Management”); (viii) the administration of (ii) - (vii) (“Administration”); and (ix) any other business in which Corporation is engaged or imminently will be engaged. For the purpose of assessing whether I am engaging in “Competition” under Section 2 (a) (i) above, a person, corporation or other entity shall not be considered a Retail Competitor if such entity derives annual gross revenues from its business in an amount which is less than 2% of the Corporation’s gross revenues from Retail, during its most recently completed fiscal year. For avoidance of doubt, this exclusion does not apply to a determination of whether I am engaging in “Competition” as set forth in Section 2 (a) (ii) above. I and the Corporation The Parties acknowledge that both the Corporation’s products and services and the entities which compete with the Corporation’s products and services evolve and an entity will be considered a Competitor if it provides products or services competitive with the products and services provided by the Corporation within the last two years of my employment. I agree to this enterprise-wide definition of Competition, non-competition which may prevent me from providing services to any of the Corporation’s PBM, Retail, MinuteClinic, Long-Term Care, Health Insurance, Health Management, Administration and/or Care and Infusion Competitors or any combination thereof during the Non-Competition period.

Appears in 1 contract

Samples: Restrictive Covenant Agreement (CVS HEALTH Corp)

Competitor. A "Competitor" for purposes of this Agreement shall mean any person, corporation or other entity that competes with one or more of the business offerings of the Corporation. Corporation As of the Effective Date, the Corporation’s 's business offerings include: (i) pharmacy benefits management (" PBM"), including: (a) the administration of pharmacy benefits for businesses, government agencies and health plans; (( b) mail order pharmacy; (c) specialty pharmacy; (d) the procurement of prescription drugs at a negotiated rate for dispensing; and (e) Medicare Part D services; (ii) retail, which includes the sale of prescription drugs, over-the-counter medications, beauty products and cosmetics, digital and traditional photo finishing services, digital and other online offerings, seasonal and other general merchandise, greeting cards, convenience foods and other product lines and services which are sold by the Corporation’s 's retail division ("Retail"); (iii) retail health clinics ("MinuteClinic"); (iv) the provision of pharmaceutical products and ancillary services, including specialty pharmaceutical products and support services and the provision of related pharmacy consulting, data management services and medical supplies to long-term care facilities, other healthcare service providers and recipients of services from such facilities ("Long-Term Care" ); (v) the provision of prescription infusion drugs and related services ("Infusion”); (vi) the provision of insurance (“Insurance”) including: (a) health insurance products and services; (b) managed health care products and services; (c) dental, vision, workers compensation and employee assistance program products and services; (d) wellness products and services to employers, government agencies, health plans, other businesses or third party payers; (e) other voluntary products that are excepted benefits under HIPAA; (vii) the creation and provision of population health management products and services (“Health Management”); (viii) the administration of (ii) - (vii) (“Administration”"); and (ixvi) any other business in which Corporation is engaged or imminently will be engaged. 2017 E-SVP RCA (4) For the purpose of assessing whether I am engaging in "Competition" under Section 2 (a) (i) above, a person, corporation or other entity shall not be considered a Retail Competitor if such entity derives annual gross revenues from its business in an amount which is less than 2% of the Corporation’s 's gross revenues from Retail, during its most recently completed fiscal year. For avoidance of doubt, this exclusion does not apply to a determination of whether I am engaging in "Competition" as set forth in Section 2 (a) (ii) above. I and the Corporation The Parties acknowledge that both the Corporation’s 's products and services and the entities which compete with the Corporation’s 's products and services evolve and an entity will be considered a Competitor if it provides products or services competitive with the products and services provided by the Corporation within the last two years of my employment. I agree to this enterprise-wide definition of Competition, non-competition which may prevent me from providing services to any of the Corporation’s 's PBM, Retail, MinuteClinic, Long-Term Care, Health Insurance, Health Management, Administration and/or Care and Infusion Competitors or any combination thereof during the Non-Competition period.

Appears in 1 contract

Samples: Restrictive Covenant Agreement (CVS HEALTH Corp)

AutoNDA by SimpleDocs

Competitor. A "Competitor" for purposes of this Agreement shall mean any person, corporation or other entity that competes with one or more of the business offerings of the Corporation. Corporation As of the Effective Date, the Corporation’s 's business offerings include: (i) pharmacy benefits management ("PBM"), including: (a) the administration of pharmacy benefits for businesses, government agencies and health plans; (b) mail order pharmacy; (c) specialty pharmacy; and (d) the procurement of prescription drugs at a negotiated rate for dispensing; and (e) Medicare Part D services; (ii) retail, which includes the sale of prescription drugs, over-the-counter medications, beauty products and cosmetics, digital and traditional photo finishing services, digital and other online offerings, seasonal and other general merchandise, greeting cards, convenience foods and other product lines and services which are sold by the Corporation’s 's retail division ("Retail"); (iii) retail health clinics ("MinuteClinic"); (iv) the provision of pharmaceutical products and ancillary services, including specialty pharmaceutical products and support services and the provision of related pharmacy consulting, data management services and medical supplies to long-term care facilities, other healthcare service providers and recipients of services from such facilities (“Long-"Long- Term Care"); (v) the provision of prescription infusion drugs and related services ("Infusion"); (vi) the provision of kidney care services, including but not limited to caring for patients with end stage renal disease ("Kidney Care"); (vii) services relating to or supporting clinical trials ("Clinical Trials"); (viii) the provision of insurance ("Insurance") including: (a) health insurance products and services; (b) managed health care products and services; (c) dental, vision, workers compensation and employee assistance program products and services; (d) wellness products and services to employers, government agencies, health plans, other businesses or third party payers; (e) Medicare Part D services; and (f) other voluntary products that are excepted benefits under HIPAA; (viiix) the creation and provision of population health management products and services ("Health Management"); (viiix) services supporting or related to the administration of the business offerings in (ii) - (viii)-(ix) (''Administration"); and (ixxi) any other business in which Corporation is engaged or imminently will be engaged. For avoidance of doubt, Competitor shall include any business unit, corporate entity, division, affiliate or part of a Competitor which offers other products or services which are or may be combined or offered as part of a suite of products or services with the Competitor's Insurance, Health Management and/or PBM offerings. For the purpose of assessing whether I am engaging in "Competition" under Section 2 (a) (isection 2(a)(i) above, a person, corporation or other entity shall not be considered a Retail Competitor if such entity derives annual gross revenues from its business in an amount which is less than 2% of the Corporation’s 's gross revenues from Retail, during its most recently completed fiscal year. For avoidance of doubt, this exclusion does not apply to a determination of whether I am engaging in "Competition" as set forth in Section 2 (a) (iisection 2(a)(ii) above. I and the Corporation acknowledge that both the Corporation’s 's products and services and the entities which compete with the Corporation’s 's products and services evolve over time, and that an entity will be considered a Competitor if it provides products or services competitive with the products and services provided by the Corporation within the last two years of my employmentemployment with the Corporation. I agree that the provisions of Section 2 of this Agreement are reasonable to this enterprise-wide definition of Competitionprotect and preserve the Corporation's legitimate business interests, which may prevent me from providing services to any including the protection of the Corporation’s PBMCompany's Confidential Information and the Company's substantial investment made to develop and retain its Confidential Information, Retailclients, MinuteClinicother business relationships, Long-Term Care, Health Insurance, Health Management, Administration and/or Infusion Competitors or any combination thereof during the Non-Competition periodand related goodwill.

Appears in 1 contract

Samples: Restrictive Covenant Agreement (CVS HEALTH Corp)

Competitor. A “Competitor” for purposes of this Agreement shall mean any person, corporation or other entity that competes with one or more of the business offerings of the Corporation. As of the Effective Date, the Corporation’s business offerings include: (i) pharmacy benefits management (“PBM”), including: (a) the administration of pharmacy benefits for businesses, government agencies and health plans; (b) mail order pharmacy; (c) specialty pharmacy; (d) the procurement of prescription drugs at a negotiated rate for dispensing; and (e) Medicare Part D services; (ii) retail, which includes the sale of prescription drugs, over-the-counter medications, beauty products and cosmetics, digital and traditional photo finishing services, digital and other online offerings, seasonal and other general merchandise, greeting cards, convenience foods and other product lines and services which are sold by the Corporation’s retail division (“Retail”); (iii) retail health clinics (“MinuteClinic”); (iv) the provision of pharmaceutical products and ancillary services, including specialty pharmaceutical products and support services and the provision of related pharmacy consulting, data management services and medical supplies to long-term care facilities, other healthcare service providers and recipients of services from such facilities (“Long-Term Care”); (v) the provision of prescription infusion drugs and related services (“Infusion”); (vi) the provision of insurance (“Insurance”) including: (a) health insurance products and services; (b) managed health care products and services; (c) dental, vision, workers workers’ compensation and employee assistance program products and services; (d) wellness products and services to employers, government agencies, health plans, other businesses or third party payers; and (e) other voluntary products that are excepted benefits under HIPAA; (vii) the creation and provision of population health management products and services (“Health Management”); (viii) the administration of (ii) - (vii) (“Administration”); and (ix) any other business in which Corporation is engaged or imminently will be engaged. For the purpose of assessing whether I am engaging in “Competition” under Section 2 (a3(a) (i) above, a person, corporation or other entity shall not be considered a Retail Competitor if such entity derives annual gross revenues from its business in an amount which is less than 2% of the Corporation’s gross revenues from Retail, during its most recently completed fiscal year. For avoidance of doubt, this exclusion does not apply to a determination of whether I am engaging in “Competition” as set forth in Section 2 3 (a) (ii) above. I and the Corporation acknowledge that both the Corporation’s products and services and the entities which compete with the Corporation’s products and services evolve and an entity will be considered a Competitor if it provides products or services competitive with the products and services provided by the Corporation within the last two years of my employment. I agree to this enterprise-wide definition of Competition, Competition which may prevent me from providing services to any of the Corporation’s PBM, Retail, MinuteClinic, Long-Term Care, Health Insurance, Health Management, Administration and/or Infusion Competitors or any combination thereof during the Non-Non­- Competition period.

Appears in 1 contract

Samples: Restrictive Covenant Agreement (CVS HEALTH Corp)

Competitor. A “Competitor” for purposes of this Agreement shall mean any person, corporation or other entity that competes with one or more of the business offerings of the Corporation. Corporation As of the Effective Date, the Corporation’s business offerings include: (i) pharmacy benefits management (“PBM”), including: (a) the administration of pharmacy benefits for businesses, government agencies and health plans; (b) mail order pharmacy; (c) specialty pharmacy; and (d) the procurement of prescription drugs at a negotiated rate for dispensing; and (e) Medicare Part D services; (ii) retail, which includes the sale of prescription drugs, over-the-counter medications, beauty products and cosmetics, digital and traditional photo finishing services, digital and other online offerings, seasonal and other general merchandise, greeting cards, convenience foods and other product lines and services which are sold by the Corporation’s retail division (“Retail”); (iii) retail health clinics (“MinuteClinic”); (iv) the provision of pharmaceutical products and ancillary services, including specialty pharmaceutical products and support services and the provision of related pharmacy consulting, data management services and medical supplies to long-term care facilities, other healthcare service providers and recipients of services from such facilities (“Long-Long- Term Care”); (v) the provision of prescription infusion drugs and related services (“Infusion”); (vi) the provision of kidney care services, including but not limited to caring for patients with end stage renal disease (“Kidney Care”); (vii) services relating to or supporting clinical trials (“Clinical Trials”); (viii) the provision of insurance (“Insurance”) including: (a) health insurance products and services; (b) managed health care products and services; (c) dental, vision, workers compensation and employee assistance program products and services; (d) wellness products and services to employers, government agencies, health plans, other businesses or third party payers; (e) Medicare Part D services; and (f) other voluntary products that are excepted benefits under HIPAA; (viiix) the creation and provision of population health management products and services (“Health Management”); (viiix) services supporting or related to the administration of the business offerings in (iii) - (viiix) (“Administration”); and (ixxi) any other business in which Corporation is engaged or imminently will be engaged. For avoidance of doubt, Competitor shall include any business unit, corporate entity, division, affiliate or part of a Competitor which offers other products or services which are or may be combined or offered as part of a suite of products or services with the Competitor’s Insurance, Health Management and/or PBM offerings. For the purpose of assessing whether I am engaging in “Competition” under Section 2 (a) (isection 2(a)(i) above, a person, corporation or other entity shall not be considered a Retail Competitor if such entity derives annual gross revenues from its business in an amount which is less than 2% of the Corporation’s gross revenues from Retail, during its most recently completed fiscal year. For avoidance of doubt, this exclusion does not apply to a determination of whether I am engaging in “Competition” as set forth in Section 2 (a) (iisection 2(a)(ii) above. I and the Corporation acknowledge that both the Corporation’s products and services and the entities which compete with the Corporation’s products and services evolve over time, and that an entity will be considered a Competitor if it provides products or services competitive with the products and services provided by the Corporation within the last two years of my employmentemployment with the Corporation. I agree that the provisions of Section 2 of this Agreement are reasonable to this enterprise-wide definition of Competition, which may prevent me from providing services to any of protect and preserve the Corporation’s PBMlegitimate business interests, Retailincluding the protection of the Company’s Confidential Information and the Company’s substantial investment made to develop and retain its Confidential Information, MinuteClinicclients, Long-Term Careother business relationships, Health Insurance, Health Management, Administration and/or Infusion Competitors or any combination thereof during the Non-Competition periodand related goodwill.

Appears in 1 contract

Samples: Restrictive Covenant Agreement (CVS HEALTH Corp)

Time is Money Join Law Insider Premium to draft better contracts faster.