Common use of Employees and Independent Contractors Clause in Contracts

Employees and Independent Contractors. Schedule 3.16 is a list of all of the employees of the Acquired Companies and (a) their titles or responsibilities; (b) their social security numbers; (c) their dates of hire; (d) their current salaries or wages and all bonuses, commissions and incentives paid at any time during the past twelve months; (e) their last compensation changes and the dates on which such changes were made; (f) any specific bonus, commission or incentive plans or agreements for or with them; and (g) any outstanding loans or advances made to them. Schedule 3.16 is a list of all sales representatives and independent subcontractors or contractors engaged by the Acquired Companies and (a) their payment arrangements (if not set forth in a Contract listed or described on Schedule 3.15); and (b) brief description of their jobs or projects currently in progress. Except as limited by any Contracts listed on Schedule 3.15 and except for any limitations of general application which may be imposed under applicable employment Laws, each of the Acquired Companies has the right to terminate the employment of each of its employees at will and to terminate the engagement of any of its independent contractors without payment to such employee or independent contractor other than for services rendered through termination and without incurring any penalty or liability other than liability for severance pay and benefits in accordance with such company's disclosed severance pay policy and benefits due terminated employees. Neither the Transactions, nor the termination of the employment of any employees of any of the Acquired Companies prior to or following the consummation of the Transactions could result in any of the Acquired Companies making or being required to make any "excess parachute payment" as that term is defined in Section 280G of the Code. To the knowledge of CTC, each of the Acquired Companies is in full compliance in all material respects with all Laws respecting employment practices. None of the Acquired Companies has ever been a party to or bound by any union, collective bargaining or similar Contract, nor is any such Contract currently in effect or being negotiated by or on behalf of any of the Acquired Companies. Since the respective incorporation or formation dates of each of the Acquired Companies, none of the Acquired Companies has experienced any labor problem that was or is material to it. Except as set forth on Schedule 3.16, each of the Acquired Companies' current and past employees has signed an employee or confidentiality agreement which contains certain restrictive covenants substantially in the form attached to Schedule 3.16. Except as set forth on Schedule 3.16, each of the Acquired Companies' current and past contractors or consultants has signed agreements with the Acquired Companies containing restrictions that protect the proprietary and confidential information of the Acquired Companies and vest in the Acquired Companies the full ownership of items developed by such contractor. Except as indicated on Schedule 3.16, since January 1, 2000, to the knowledge of CTC, no employee of any of the Acquired Companies having an annual salary of $50,000 or more has indicated an intention to terminate or has terminated his or her employment with such company. To the knowledge of CTC, the Transactions will not adversely affect relations with any material employee of the Acquired Companies.

Employees and Independent Contractors. Schedule 3.16 4.14 is a list of all of the employees with annual compensation in excess of $100,000 of the Acquired Acquiring Companies and (a) their titles or responsibilities; (b) their social security numbers; (c) their dates of hire; (d) their current salaries or wages and all bonuses, commissions and incentives paid at any time during the past twelve months; (e) their last compensation changes and the dates on which such changes were made; (f) any specific bonus, commission or incentive plans or agreements for or with them; and (g) any outstanding loans or advances made to them. Schedule 3.16 4.14 is a list of all sales representatives and material independent subcontractors or contractors engaged by the Acquired Acquiring Companies and (a) their payment arrangements (if not set forth in a Contract listed or described on Schedule 3.154.13); and (b) brief description of their jobs or projects currently in progress. Except as limited by any employment Contracts listed on Schedule 3.15 4.13 and except for any limitations of general application which may be imposed under applicable employment Laws, each of the Acquired Acquiring Companies has the right to terminate the employment of each of its employees at will and to terminate the engagement of any of its independent contractors without payment to such employee or independent contractor other than for services rendered through termination and without incurring any penalty or liability other than liability for severance pay and benefits in accordance with such company's disclosed severance pay policy and benefits due terminated employees. Neither the Transactions, nor the termination of the employment of any employees of any of the Acquired Acquiring Companies prior to or following the consummation of the Transactions could result in any of the Acquired Acquiring Companies making or being required to make any "excess parachute payment" as that term is defined in Section 280G of the Code. To the knowledge of CTCHAI, each of the Acquired Acquiring Companies is in full compliance in all material respects with all Laws respecting employment practices. None of the Acquired Acquiring Companies has ever been a party to or bound by any union, collective bargaining or similar Contract, nor is any such Contract currently in effect or being negotiated by or on behalf of any of the Acquired Acquiring Companies. Since the respective incorporation or formation dates of each of the Acquired CompaniesJanuary 1, 1998, none of the Acquired Acquiring Companies has experienced any labor problem that was or is material to it. Except as set forth on Schedule 3.16, each of the Acquired Companies' current and past employees has signed an employee or confidentiality agreement which contains certain restrictive covenants substantially in the form attached to Schedule 3.16. Except as set forth on Schedule 3.16, each of the Acquired Companies' current and past contractors or consultants has signed agreements with the Acquired Companies containing restrictions that protect the proprietary and confidential information of the Acquired Companies and vest in the Acquired Companies the full ownership of items developed by such contractor. Except as indicated on Schedule 3.164.14, since January 1, 20001999, to the knowledge of CTCHAI, no employee of any of the Acquired Acquiring Companies having an annual salary of $50,000 75,000 or more has indicated an intention to terminate or has been terminated with respect to his or her employment with such company. To the knowledge of CTC, the Transactions will not adversely affect relations with any material employee of the Acquired Companies.

Employees and Independent Contractors. Schedule 3.16 is a list of all of the employees with annual base compensation in excess of $25,000 of the Acquired Companies and (a) their titles or responsibilities; (b) their social security numbers; (c) their dates of hire; (d) their current salaries or wages and all bonuses, commissions and incentives paid at any time during the past twelve months; (e) their last compensation changes and the dates on which such changes were made; (f) any specific bonus, commission or incentive plans or agreements for or with them; and (g) any outstanding loans or advances made to them. Schedule 3.16 is a list of all sales representatives and material independent subcontractors or contractors engaged by the Acquired Companies and (a) their payment arrangements (if not set forth in a Contract listed or described on Schedule 3.15); and (b) brief description of their jobs or projects currently in progress. Except as limited by any employment Contracts listed on Schedule 3.15 and except for any limitations of general application which may be imposed under applicable employment Laws, each of the Acquired Companies has the right to terminate the employment of each of its employees at will and to terminate the engagement of any of its independent contractors without payment to such employee or independent contractor other than for services rendered through termination and without incurring any penalty or liability other than liability for severance pay and benefits in accordance with such company's disclosed severance pay policy and benefits due terminated employees. Neither the Transactions, nor the termination of the employment of any employees of any of the Acquired Companies prior to or following the consummation of the Transactions could result in any of the Acquired Companies making or being required to make any "excess parachute payment" as that term is defined in Section 280G of the Code. To the knowledge of CTCKeyCom, each of the Acquired Companies is in full compliance in all material respects with all Laws respecting employment practices. None of the Acquired Companies has ever been a party to or bound by any union, collective bargaining or similar Contract, nor is any such Contract currently in effect or being negotiated by or on behalf of any of the Acquired Companies. Since the respective incorporation or formation dates of each of the Acquired Companies, none of the Acquired Companies has experienced any labor problem that was or is material to it. Except as set forth on Schedule 3.16, each of the Acquired Companies' current and past employees has signed an employee or confidentiality agreement which contains certain restrictive covenants substantially in the form attached to Schedule 3.16. Except as set forth on Schedule 3.16, each of the Acquired Companies' current and past contractors or consultants has signed agreements with the Acquired Companies containing restrictions that protect the proprietary and confidential information of the Acquired Companies and vest in the Acquired Companies the full ownership of items developed by such contractor. Except as indicated on Schedule 3.16, since January 1, 2000, to the knowledge of CTCKeyCom, no employee of any of the Acquired Companies having an annual salary of $50,000 60,000 or more has indicated an intention to terminate or has terminated his or her employment with such company. To the knowledge of CTCKeyCom, the Transactions will not adversely affect relations with any material employee of the Acquired Companies.

Employees and Independent Contractors. Schedule 3.16 3.11 is a list of all of the employees with annual compensation in excess of $100,000 of the Acquired Companies and (a) their titles or responsibilities; (b) their social security numbers; (c) their dates of hire; (d) their current salaries or wages and all bonuses, commissions and incentives paid at any time during the past twelve months; (e) their last compensation changes and the dates on which such changes were made; (f) any specific bonus, commission or incentive plans or agreements for or with them; and (g) any outstanding loans or advances made to them. Schedule 3.16 3.11 is a list of all sales representatives and material independent subcontractors or contractors engaged by the Acquired Companies and (a) their payment arrangements (if not set forth in a Contract listed or described on Schedule 3.153.10); and (b) brief description of their jobs or projects currently in progress. Except as limited by any employment Contracts listed on Schedule 3.15 3.10 and except for any limitations of general application which may be imposed under applicable employment Laws, each of the Acquired Companies has the right to terminate the employment of each of its employees at will and to terminate the engagement of any of its independent contractors without payment to such employee or independent contractor other than for services rendered through termination and without incurring any penalty or liability other than liability for severance pay and benefits in accordance with such company's disclosed severance pay policy and benefits due terminated employees. Neither the Transactions, nor the termination of the employment of any employees of any of the Acquired Companies prior to or following the consummation of the Transactions could result in any of the Acquired Companies making or being required to make any "excess parachute payment" as that term is defined in Section 280G of the Code. To the knowledge of CTCHealthAxis, each of the Acquired Companies is in full compliance in all material respects with all Laws respecting employment practices. None of the Acquired Companies has ever been a party to or bound by any union, collective bargaining or similar Contract, nor is any such Contract currently in effect or being negotiated by or on behalf of any of the Acquired Companies. Since the respective incorporation or formation dates of each of the Acquired CompaniesJanuary 1, 1998, none of the Acquired Companies has experienced any labor problem that was or is material to it. Except as set forth on Schedule 3.16, each of the Acquired Companies' current and past employees has signed an employee or confidentiality agreement which contains certain restrictive covenants substantially in the form attached to Schedule 3.16. Except as set forth on Schedule 3.16, each of the Acquired Companies' current and past contractors or consultants has signed agreements with the Acquired Companies containing restrictions that protect the proprietary and confidential information of the Acquired Companies and vest in the Acquired Companies the full ownership of items developed by such contractor. Except as indicated on Schedule 3.163.11, since January 1, 20001999, to the knowledge of CTCHealthAxis, no employee of any of the Acquired Companies having an annual salary of $50,000 75,000 or more has indicated an intention to terminate or has been terminated with respect to his or her employment with such company. To the knowledge of CTC, the Transactions will not adversely affect relations with any material employee of the Acquired Companies.

Employees and Independent Contractors. Schedule 3.16 is a list as of the date hereof of all of the employees of the Acquired Companies and (a) their titles or responsibilities; (b) their social security numbersnumbers and principal residence address; (c) their dates of hire; (d) their current salaries or wages and all bonuses, commissions and incentives paid at any time during the past twelve months; (e) their last compensation changes and the dates on which such changes were made; (f) any specific bonus, commission or incentive plans or agreements for or with them; and (g) any outstanding loans or advances made to them. Schedule 3.16 is a list of all sales representatives and independent subcontractors or contractors engaged by the Acquired Companies and (a) their tax identification numbers and state or country of residence; (b) their payment arrangements (if not set forth in a Contract listed or described on Schedule 3.15); and (bc) brief description of their jobs or projects currently in progress. Each of the Acquired Companies is in full compliance with all Laws respecting employment practices in all material respects. Except as limited by any employment Contracts listed on Schedule 3.15 or Contracts specified on Schedule 3.16, and except for any limitations of general application which may be imposed under applicable employment Laws, each of the Acquired Companies has the right to terminate the employment of each of its employees at will and to terminate the engagement of any of its independent contractors without payment to such employee or independent contractor other than for services rendered through termination and without incurring any penalty or liability other than liability for severance pay and benefits in accordance with such company's disclosed severance pay policy and benefits due terminated employees. Neither the Transactions, nor the termination of the employment of any employees of any of the Acquired Companies prior to or following the consummation of the Transactions could result in any of the Acquired Companies making or being required to make any "excess parachute payment" as that term is defined in Section 280G of the Code. To the knowledge of CTC, each of the Acquired Companies is in full compliance in all material respects with all Laws respecting employment practicespolicy. None of the Acquired Companies has ever been a party to or bound by any union, union or collective bargaining or similar Contract, nor is any such Contract currently in effect or being negotiated by or on behalf of any of the Acquired Companies. Since the respective incorporation or formation dates of each of the Acquired Companies, none of the Acquired Companies has experienced any labor problem that was or is material to it. Except as set Each of the Acquired Companies' relations with its employees are currently on a good and normal basis. Schedule 3.16 sets forth on Schedule 3.16, each of the Acquired Companies' current and past employees has who have signed an employee or confidentiality agreement which contains certain restrictions relating to proprietary and confidential information of the Acquired Companies and/or other restrictive covenants substantially and, in each case, references the form attached to Schedule 3.16respective agreement. Except as set forth on Schedule 3.16, each of the Acquired Companies' current and past contractors or consultants has signed agreements with the Acquired Companies containing restrictions that adequately protect the proprietary and confidential information of the Acquired Companies and vest in the Acquired Companies the full ownership of items developed by such contractor. Except as indicated on Schedule 3.16, since January 1, 2000, to the knowledge of CTC1997, no employee of any of the Acquired Companies having an annual salary of $50,000 75,000 or more has indicated an intention to terminate or has terminated his or her employment with such company. To the knowledge of CTCCompany's knowledge, the Transactions will not adversely affect relations with any material employee employees of the Acquired Companies.

Employees and Independent Contractors. Schedule 3.16 4.13A is a list of all of Seller's employees engaged (full time or part time) in the employees of the Acquired Companies Division's business and (a) their titles or responsibilities; (b) their social security numbersnumbers and principal residence address; (c) their dates of hire; (d) their current salaries or wages and all bonuses, commissions and incentives paid at any time during the past twelve monthswages; (e) their last compensation changes and the dates on which such changes were made; (f) any specific bonus, commission or incentive plans or agreements for or with them; and (g) any outstanding loans or advances made to them. Schedule 3.16 4.13B is a list of all sales representatives and independent subcontractors or contractors engaged by the Acquired Companies in Division's business, their tax identification numbers and (a) states of residence, their payment arrangements (if not set forth in a Contract listed or described on Schedule 3.154.12); , and (b) a brief description of their jobs or projects currently in progress. Except as limited by any employment Contracts listed on Schedule 3.15 4.12 and except for any limitations of general application which may be imposed under applicable employment Laws, each of the Acquired Companies Seller has the right to terminate the employment of each of its employees engaged in the Division's business at will and to terminate the engagement of any of its independent contractors engaged in the Division's business without payment to such employee or independent contractor other than for services rendered through termination and without incurring any penalty or liability other than liability for severance pay and benefits in accordance with such companySeller's disclosed severance pay policy and benefits due terminated employeespolicy. Neither the Transactions, nor the termination of the employment of any employees of any of the Acquired Companies prior to or following the consummation of the Transactions could result in any of the Acquired Companies making or being required to make any "excess parachute payment" as that term is defined in Section 280G of the Code. To the knowledge of CTC, each of the Acquired Companies Seller is in full compliance in all material respects with all Laws respecting employment practices. None of the Acquired Companies Seller has ever never been a party to or bound by any union, union or collective bargaining or similar Contract, nor is any such Contract currently in effect or being negotiated by or on behalf of any of Seller with respect to the Acquired CompaniesDivision's business. Since the respective incorporation or formation dates of each of the Acquired Companies, none of the Acquired Companies Seller has not experienced any labor problem that was or is material to it. Except as set forth on Schedule 3.16, each of the Acquired Companies' current and past employees has signed an employee or confidentiality agreement which contains certain restrictive covenants substantially in the form attached to Schedule 3.16. Except as set forth on Schedule 3.16, each of the Acquired Companies' current and past contractors or consultants has signed agreements with the Acquired Companies containing restrictions that protect the proprietary and confidential information of the Acquired Companies and vest in the Acquired Companies the full ownership of items developed by such contractorDivision's business. Except as indicated on Schedule 3.16, since January 1, 20004.13A, to the knowledge of CTCSeller's knowledge, since September 1, 1997, no key employee of any of Seller engaged in the Acquired Companies having an annual salary of $50,000 or more Division's business has indicated an intention to terminate or has terminated his or her employment with such company. To the knowledge of CTC, the Transactions will not adversely affect relations with any material employee of the Acquired CompaniesSeller.

Employees and Independent Contractors. Schedule 3.16 3.13 is a list of all of the employees with annual compensation in excess of $100,000 of the Acquired Companies and (a) their titles or responsibilities; (b) their social security numbers; (c) their dates of hire; (d) their current salaries or wages and all bonuses, commissions and incentives paid at any time during the past twelve months; (e) their last compensation changes and the dates on which such changes were made; (f) any specific bonus, commission or incentive plans or agreements for or with them; and (g) any outstanding loans or advances made to them. Schedule 3.16 3.13 is a list of all sales representatives and material independent subcontractors or contractors engaged by the Acquired Companies and (a) their payment arrangements (if not set forth in a Contract listed or described on Schedule 3.153.12); and (b) brief description of their jobs or projects currently in progress. Except as limited by any employment Contracts listed on Schedule 3.15 3.12 and except for any limitations of general application which may be imposed under applicable employment Laws, each of the Acquired Companies has the right to terminate the employment of each of its employees at will and to terminate the engagement of any of its independent contractors without payment to such employee or independent contractor other than for services rendered through termination and without incurring any penalty or liability other than liability for severance pay and benefits in accordance with such company's disclosed severance pay policy and benefits due terminated employees. Neither the Transactions, nor the termination of the employment of any employees of any of the Acquired Companies prior to or following the consummation of the Transactions could result in any of the Acquired Companies making or being required to make any "excess parachute payment" as that term is defined in Section 280G of the Code. To the knowledge of CTCHealthAxis, each of the Acquired Companies is in full compliance in all material respects with all Laws respecting employment practices. None of the Acquired Companies has ever been a party to or bound by any union, collective bargaining or similar Contract, nor is any such Contract currently in effect or being negotiated by or on behalf of any of the Acquired Companies. Since the respective incorporation or formation dates of each of the Acquired CompaniesJanuary 1, 1998, none of the Acquired Companies has experienced any labor problem that was or is material to it. Except as set forth on Schedule 3.16, each of the Acquired Companies' current and past employees has signed an employee or confidentiality agreement which contains certain restrictive covenants substantially in the form attached to Schedule 3.16. Except as set forth on Schedule 3.16, each of the Acquired Companies' current and past contractors or consultants has signed agreements with the Acquired Companies containing restrictions that protect the proprietary and confidential information of the Acquired Companies and vest in the Acquired Companies the full ownership of items developed by such contractor. Except as indicated on Schedule 3.163.13, since January 1, 20001999, to the knowledge of CTCHealthAxis, no employee of any of the Acquired Companies having an annual salary of $50,000 75,000 or more has indicated an intention to terminate or has been terminated with respect to his or her employment with such company. To the knowledge of CTC, the Transactions will not adversely affect relations with any material employee of the Acquired Companies.

Employees and Independent Contractors. Schedule 3.16 is The Company has made available to Parent a list list, as of the date of this Agreement, of all of the employees of the Acquired Companies Company and its Subsidiaries and (a) their titles or responsibilities; (b) their social security numbers; (c) their the dates of hire; (dc) their current salaries or wages and all bonuses, commissions and incentives paid at any time during the past twelve months; (ed) their last compensation changes and the dates on which such changes were made; (fe) any specific current bonus, commission or incentive plans or agreements for or with them; and (gf) any outstanding loans or advances made to them. Schedule 3.16 is The Company has made available to Parent a list list, as of the date of this Agreement, of all sales representatives and independent subcontractors or contractors engaged by the Acquired Companies and (a) their tax identification numbers and state or country of residence; (b) their payment arrangements (if not set forth in a Contract listed or described on Schedule 3.15)arrangements; and (bc) brief description of their jobs or projects currently in progress. Except as limited by any employment Contracts listed on Schedule 3.15 and except for any limitations of general application which may be imposed under applicable employment LawsLaw, each of the Acquired Companies has the right to terminate the employment of each of its employees at will and to terminate the engagement of any of its independent contractors without payment to such employee or independent contractor other than for services rendered through termination and without incurring any penalty or liability other than liability for severance pay and benefits in accordance with such company's disclosed Acquired Company’s severance pay policy and benefits due terminated employeespolicy. Neither the Transactions, nor the termination Except as listed in Section 3.15 of the employment of any employees of any of the Acquired Companies prior to or following the consummation of the Transactions could result in any of the Acquired Companies making or being required to make any "excess parachute payment" as that term is defined in Section 280G of the Code. To the knowledge of CTCCompany Disclosure Letter, each none of the Acquired Companies is in full compliance in all material respects with all Laws respecting employment practices. None of the Acquired Companies has ever been a party to or bound by any union, union or collective bargaining or similar Contractagreement, nor is any such Contract union or collective bargaining agreement currently in effect or being negotiated by or on behalf of any of the Acquired Companies. Since the respective incorporation or formation dates of each of the Acquired CompaniesNovember 1, 1999, none of the Acquired Companies has experienced any labor problem strike, work stoppage, work slowdown, lockout or union organizing activity that was or has had a Material Adverse Effect, nor is material there now pending or, to it. Except as set forth on Schedule 3.16, each the knowledge of the Acquired Companies' current and past employees has signed an employee Company, threatened any strike, work stoppage, work slowdown, lockout or confidentiality agreement union organizing activity which contains certain restrictive covenants substantially would reasonably be expected to have, individually or in the form attached aggregate, a Material Adverse Effect. The Company has historically used commercially reasonable efforts to Schedule 3.16. Except as set forth on Schedule 3.16, each of the Acquired Companies' current and past contractors or consultants has signed execute agreements with the Acquired Companies containing independent contractors that contain restrictions that adequately protect the proprietary and confidential information of the Acquired Companies and vest in the Acquired Companies the full ownership of items developed by such contractor. Except as indicated on Schedule 3.16, since January 1, 2000There are no controversies pending or, to the knowledge of CTCthe Company, threatened between the Company or its Subsidiaries and any of their respective employees, except for such controversies which have not had and would not reasonably be expected to have, individually or in the aggregate, a Material Adverse Effect. Except as listed in Section 3.15 of the Company Disclosure Letter, there are no employee unfair labor practice complaints, grievances or labor arbitration proceedings pending or to the knowledge of the Company, threatened. Since November 1, 2000, neither the Company nor any of its Subsidiaries has effectuated (i) a “plant closing” as defined in the Worker Adjustment and Retraining Notification Act (“WARN Act”), affecting any single site of employment or one or more facilities or operating units within any single site of employment or facility of the Company or any of its Subsidiaries or (ii) a “mass layoff” (as defined in the WARN Act) affecting any single site of employment or facility of the Company or any of its Subsidiaries; nor has the Company or any of its Subsidiaries been affected by any transaction or engaged in layoffs or employment terminations sufficient in number to trigger application of any of state, local or foreign law or regulation similar to the Acquired Companies having an annual salary of $50,000 or more has indicated an intention to terminate or has terminated his or her employment with such companyWARN Act. To the knowledge of CTCthe Company, neither the Transactions will not adversely affect relations with Company’s nor any material employee of its Subsidiaries’ employees has suffered an “employment loss” (as defined in the Acquired CompaniesWARN Act) in the ninety (90) days prior to the date of this Agreement.