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 3.13 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 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 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 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 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 Companies Selling Company has the right to terminate the employment of each of its employees engaged in the Sellers' Accounts Receivable Collection Business at will and to terminate the engagement of any of its independent contractors engaged in the Sellers' Accounts Receivable Collection 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 company's Sellers' 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 Each Selling Company is in full compliance in all material respects with all Laws respecting employment practices, except where the failure to so comply would not have a Material Adverse Effect. None of the Acquired Companies No Selling Company 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 CompaniesSelling Company. Since the respective incorporation or formation dates of each of the Acquired Companies, none of the Acquired Companies No Selling Company has experienced any labor problem that was or is material to itSellers' Accounts Receivable Collection Business. Except To the Selling Companies' Knowledge (as set forth on Schedule 3.16defined in Section 1.14), each of the Acquired Companies' current and past Selling Company's relations with its employees has signed an employee or confidentiality agreement which contains certain restrictive covenants substantially engaged in the form attached to Schedule 3.16. Except as set forth Sellers' Accounts Receivable Collection Business are currently on Schedule 3.16, each of the Acquired Companies' current a good 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 contractornormal basis. Except as indicated on Schedule 3.164.14A, since January 1, 2000, to the knowledge of CTC1996, no employee officer or manager of any of Selling Company engaged in the Acquired Companies having an annual salary of $50,000 or more Sellers' Accounts Receivable Collection Business has indicated an intention to terminate or has terminated his or her employment with such companySelling Company. To the knowledge of CTCSelling Companies' Knowledge (as defined in Section 1.14), the Transactions transactions contemplated by this Agreement will not adversely affect relations with any material employee Selling Companies' officers or managers engaged in the Sellers' Accounts Receivable Collection Business. Since November 1, 1996, Sellers have not had an "employment loss" within the meaning of the Acquired CompaniesWorkers' Adjustment and Retraining Notification Act ("WARN Act") and the regulations thereunder.