Sample Business Contracts

Employment Agreement - Cerner Corp. and E. H. Devanny III

Employment Forms

  • Employment Agreement. Employers can customize an employment agreement that states the salary, benefits, working hours and other important provisions for their new or existing employee.
  • Consulting Agreement. Answer simple questions to build a contract with a consultant. Specify the services rendered, when payment is due, as well as IP rights.
  • Commission Agreement. Employers who compensate their sales employees based on commissions can prepare an agreement to reduce misunderstandings by specifying the base salary and how commissions are calculated.
  • Executive Employment Agreement. Companies may offer their business executives a contract that is different from the one provided to their regular employees. Executive employment agreements may be more complex because the compensation structure may include a combination of salary and commissions, provide for bonuses based on sales, stock or other financial targets, and include non-compete, confidentiality and severance provisions.
  • Sales Representative Contract. Independent sales representatives offer companies the potential to increase the sale of products or services without the burden of increasing headcount. Both parties should understand how commissions are calculated, when commissions will be paid, as well as how the representative will treat confidential information from the company and whether the representative may also sell a competing line of products or services.
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This  Cerner Associate Employment Agreement describes the  formal
employment relationship between

                             E. H. Devanny, III
                           ASSOCIATE (Print Name)

            and Cerner Corporation, a Delaware corporation

This  Agreement is effective on the 13th day of August, 1999.
                                   -----        ------


     At  the  time  you  accepted  employment  with  Cerner,  you
     received  an  offer  letter  outlining  or  confirming   the
     specifics  of  Cerner's  offer of employment  to  you.   The
     position, terms, compensation, benefits and other provisions
     of  that  offer  letter represent the initial conditions  of
     your  Cerner  employment.  The offer letter is  incorporated
     into  this  Agreement as Attachment I.   Any  amendments  or
     changes  to  the  offer  letter  are  included  as  part  of
     Attachment II to this Agreement, and supersede the terms  in
     the  offer  letter.  Cerner reserves the right to modify  at
     anytime the conditions of your employment by Cerner.


         A.  Formation.  By signing this Agreement, you represent
         that  every  material fact contained in your resume  and
         application  for  employment with  Cerner  is  true  and
         accurate to the best of your knowledge and belief.   You
         also   agree  that  falsification  of  your  resume   or
         application is grounds for immediate discharge.

         B.    Type.   To  the  extent  permitted  by  law,  your
         employment relationship with Cerner is "at will",  which
         means  that you may resign from Cerner at any time,  for
         any reason, or for no reason at all, and without advance
         notice (except as described below).  It also means  that
         Cerner  may terminate your employment at any  time,  for
         any  legally permitted reason, or for no reason at  all,
         and without advance notice.

         C.  Resignation and Termination.  You agree to cooperate
         with  Cerner by participating fully in an exit interview
         in  the event you leave the employ of Cerner.  You agree
         to  give  Cerner  written notice of  your  intention  to
         resign  from employment at least ten (10) business  days
         prior to the last day you intend to work at Cerner.   To
         facilitate the provisions of paragraphs 7 and 8 of  this
         agreement,  you  also  agree to  report  to  Cerner,  in
         conjunction  with  your written notice  of  intent,  the
         identity of your new employer (if any) and the nature of
         your   proposed  duties  for  that  employer.    Cerner,
         however,  reserves the right either to  accelerate  your
         intended effective termination date to an earlier actual
         date  or  to  allow your intended effective  termination
         date to stand.  If  you  resign,   however,  with  fewer
         than ten  (10) business  days notice, or if you actually
         leave Cerner's employ  prior  to  expiration  of the ten
         business  days   notice    period    and    without  the


         permission of Cerner, then you agree that (to the extent
         permitted  by  law)  no vacation  pay,  salary  or other
         compensation  otherwise  due, from   the  date  of  your
         resignation  notice  until  the  time  of  your approved
         effective termination date,  will be owed or paid to you
         by Cerner.  Failure to provide  a two-week notice period
         may affect your  future  rehire ability with Cerner.

         If you  voluntarily  resign  and  give  proper notice as
         outlined  above  and  Cerner elects to  accelerate  your
         effective termination date to a date less than  two  (2)
         weeks from the date of your notice, Cerner will continue
         to  pay  your base salary through the remainder of  such
         two (2) week period.

         In   the   event   your   voluntary   or     involuntary
         termination   occurs   during   a   performance   period
         associated   with  a  documented  bonus   or   incentive
         compensation plan, any final payments to you as a result
         of your participation in such plan will be determined by
         the documented procedures of the plan.

         In the event  Cerner terminates your  employment, Cerner
         reserves the right to  set the  effective  date  of such
         termination.  Upon your  resignation  or the termination
         of your  employment, you  agree  to  promptly execute  a
         Termination Statement in the form of Attachment III.

         D.  Severance Payments. If Cerner terminates your employ
         ment  (and  unless  the  termination  was  due  to  your
         dishonesty,  illegal  conduct,  or  breach  of  Cerner's
         policy or this Agreement), Cerner will pay you a minimum
         of   six  (6)  months  severance  pay  (based  on   your
         annualized  base  salary amount  at  the  time  of  your
         involuntary   termination),  less  appropriate   payroll
         deductions,  payable  on Cerner's regular  paydays.   In
         addition,  Cerner  will increase  the  severance  period
         beyond  the minimum six (6) month period at the rate  of
         two  (2)  additional months for each one (1) month  that
         you  are  employed  by Cerner, up to a maximum  duration
         (the  original six (6) month period plus any  extension)
         of  two  (2)  years.   Additionally,  at  Cerner's  sole
         discretion and option, Cerner may increase the severance
         period  beyond that set forth in the preceding  sentence
         up to a maximum aggregate duration of two (2) years (the
         original six (6) month period, plus any extension,  plus
         any  election by Cerner to extend).  You understand  and
         agree that the extension by Cerner of the period of your
         severance  compensation will also extend the  period  of
         time of your non-competition obligations under Paragraph
         7.  You also understand and agree that, at Cerner's sole
         discretion  and  option, Cerner may elect  to  make  any
         severance  payment, or any part thereof, in a  lump  sum
         payment  as  opposed to making such payment on  Cerner's
         regular  paydays.  Any such lump sum payment shall  have
         no effect upon your obligations to comply with your non-
         competition     obligations    under    Paragraph     7.
         Notwithstanding the foregoing, it is not the  intent  of
         either  of us that you continue to receive any severance
         payments  (if applicable) after you have accepted  other
         employment   after  leaving  Cerner.    You   agree   to
         immediately notify Cerner if you accept other employment
         during the severance and non-competition period provided
         for  by  this  Paragraph  2 and Paragraph  7.   Cerner's
         obligations  to  make  any  further  severance  payments
         hereunder shall immediately cease upon your commencement
         of employment of a new employer, but your obligations of
         non-competition   under  Paragraph  7   shall   continue
         pursuant to such terms.

         E.   Relocation Costs and Other Payments.  If Cerner has
         compensated  you for certain costs associated  with  any
         relocation  which  may  be required as a prerequisite to
         your  being hired into a position with Cerner, all  such
         compensation shall be made according to Cerner's published
         relocation  policy.  Such compensation, along  with  any
         signing bonus and grant of stock options will be made in
         consideration for your agreement to serve in the position
         for which you were relocated for at least two years.  If
         (i) you voluntarily resign from  employment with  Cerner
         (for reasons other than a Change in Control, as  defined
         in your stock option grant letter) within two (2)  years
         of  the  date  your  move  is  complete  or  (ii) Cerner
         terminates  your  employment due  to  your   dishonesty,
         illegal  conduct,  or  breach  of Cerner policy  or this
         Agreement within two (2) years of the date your move  is
         complete         and     (A)     you      received     a



         signing  bonus from Cerner, and/or (B) you have realized
         any profit from the exercise  of  stock options  granted
         to you  by  Cerner and/or (C) Cerner has compensated you
         for  any  relocation expenses or otherwise reimbursed to
         you  any  sums  of money pursuant to Cerner's relocation
         policy, then you agree that you shall repay such sums to
         Cerner in their entirety.

         you  are  employed by Cerner in a sales capacity  or  in
         certain  Cerner Consulting roles, additional  provisions
         incorporated  as  Attachment IV to  this  Agreement  are
         applicable to your employment relationship.


     You agree that you will forever maintain the confidentiality
     of   Confidential  Information.   You  will  never  disclose
     Confidential Information except to persons who have both the
     right and need to know it, and then only for the purpose and
     in  the course of performing Cerner duties, or of permitting
     or  assisting  in the authorized use of Cerner products  and
     services.    In  the  event  your  employment  with   Cerner
     terminates (voluntarily or involuntarily), you will promptly
     deliver to Cerner all Confidential Information.


     Except  for those part-time associates, hired to  work  less
     than  40 hours per week, employment at Cerner is a full-time
     responsibility.  As a full-time associate,  it  is  Cerner's
     expectation that you devote your full time and attention  to
     meet  your  Cerner responsibilities and that  you  will  not
     engage  in  any  other  employment  activities  which  would
     detract from or conflict with your ability to carry out your
     duties at Cerner.  If you are a part-time associate,  it  is
     Cerner's  expectation  that you will  not  engage  in  other
     employment  activities that would detract from  or  conflict
     with  your  ability  to carry out your part-time  duties  at


     With  respect  to New Products and Ideas that  you  develop,
     author,  or conceive while employed at Cerner, plus for  one
     year  thereafter, you agree to keep accurate,  complete  and
     timely  records  of such New Products and  Ideas,  and  will
     promptly  disclose and fully describe such New Products  and
     Ideas in writing to Cerner.

     You  agree to assign and transfer to Cerner, without further
     consideration, your entire right, title and interest in  and
     to  all such New Products and Ideas.  You waive any and  all
     moral  rights  which you otherwise would  have  in  any  New
     Products and Ideas.

     You agree to execute promptly at Cerner's expense, a written
     assignment  of  title  to  Cerner,  and  all  letters   (and
     applications  for letters) of patent and copyright,  in  all
     countries,  for  any New Products or Ideas  required  to  be
     assigned by this Agreement.  You also agree to assist Cerner
     or  its nominee in every reasonable way (at Cerner's request
     and  expense, but at no charge to Cerner), both  during  and
     after  your  time of employment at Cerner,  in  vesting  and
     defending  title to the New Products and Ideas  in  and  for
     Cerner,  in  any and all countries, including the obtainment
     and  preservation of patents, copyrights, trade secrets  and
     other proprietary rights.

     This  Section does not apply to your new products and  ideas
     which do not relate directly to the business of Cerner,  and
     which are developed entirely on your own time.


     Any and all patented and unpatented inventions, new products
     and  ideas which you made prior to your employment by Cerner
     are  excluded  from  the  scope of this  Agreement  and  are
     documented on Attachment V, Inventory of Prior Inventions.




     For  a  period  of  two  (2) years after  the  voluntary  or
     involuntary  termination of  your  employment  with  Cerner:

     A.  You  will tell  any prospective  new  employer, prior to
         accepting  employment, that  this  Employment  Agreement

     B.  (i) For a period of  two (2)  years  after the voluntary
         termination of  your  employment  with  Cerner  or  your
         termination for dishonesty,  illegal  conduct  or breach
         of Cerner's policy  or this  Agreement  or, (ii) in  the
         event  Cerner  terminates  your  employment  (unless the
         termination was due to your dishonesty, illegal  conduct
         or breach of Cerner's policy or this Agreement), for the
         period you are paid severance  pursuant  to  Paragraph 2
         (including any time that you would have been paid sever-
         ance  pursuant  to  Paragraph  2  but  for  the fact you
         commenced employment with a new employer), you will  not
         provide services directly or indirectly related to  your
         employment at Cerner to any Conflicting Organization  in
         the United  States or in any country in which Cerner has
         a business interest.

     C.  Notwithstanding the foregoing, nothing contained in this
         Paragraph 7 shall prohibit you (after  your  termination
         of employment with Cerner) from taking a position with a
         general consulting organization  whose only  Conflicting
         Product is the provision  of  consulting services to the
         healthcare industry, so long as you  personally  do  not
         thereby  provide  or  assist   in  providing  consulting
         services to a Client with respect to any Cerner product,
         process or service or any Conflicting Product.

     D.  You agree not, on behalf of yourself or on behalf of any
         other person, entity, or organization, to employ, solicit
         for  employment, or  otherwise  seek to employ or retain
         any Cerner associate or employee,  or  any employee of a
         Cerner client company, or in any way assist or facilitate
         any such employment, solicitation, or retention effort.

8.   [Omitted].


     You  consent  and agree to the use of your name,  voice  and
     picture   (including  but  not  limited  to  use  in   still
     photographs, videotape and film formats, and both during and
     after  your period of employment at Cerner) for advertising,
     promotional,  public relations, and other business  purposes
     (including  its  and  their  use in  newspapers,  brochures,
     magazines, journals and films or videotapes) by Cerner.


     You  understand  that you may be assigned various  items  of
     Cerner  property and equipment to help you  carry  out  your
     Cerner responsibilities.  When such property or equipment is
     issued, you will formally acknowledge receipt of it and will
     take  all  reasonable precautions and actions  necessary  to
     safeguard  and  maintain it in normal  operating  condition.
     You  further  agree  to accept financial responsibility  for
     damage  or wear to the property and equipment you are issued
     beyond  that associated with normal business use.  You  will
     notify    Cerner   immediately   of   any   such  damage  or
     loss.  If your  employment  with Cerner terminates, you will
     immediately return  to  Cerner all  property  and  equipment
     which  you  have  been issued  or which otherwise belongs to




     You  understand the importance of both systems and  physical
     security  to  the  daily operations of  Cerner  and  to  the
     protection  of  business information.  You will,  therefore,
     comply  with and assist in the vigorous enforcement  of  all
     policies,  practices, and procedures which may be  developed
     to  ensure  the integrity of Cerner systems and  facilities.
     Further,  you  understand  that willful  violation  of  such
     policies,   practices,   and  procedures   may   result   in
     termination of your employment.


     You  represent  and  agree that you  will  not  disclose  to
     Cerner,  or  induce  Cerner  to  use,  any  proprietary   or
     confidential information belonging to any previous  employer
     or to others.


     By  signing this Agreement, you agree that the promises  you
     have  made  in  it  are of a special nature,  and  that  any
     breach,  violation or evasion by you of the  terms  of  this
     Agreement will result in immediate and irreparable  harm  to
     Cerner.   It  will  also cause damage to Cerner  in  amounts
     difficult  to  ascertain.   Accordingly,  Cerner  shall   be
     entitled   to  the  remedies  of  injunction  and   specific
     performance,  as  well as to all other legal  and  equitable
     remedies which may be available to Cerner.


     You  agree  to indemnify and hold Cerner harmless  from  and
     against  any  damages, liability, actions,  suits  or  other
     claims arising out of your breach of this Agreement.


     This Agreement may not be modified in any respect, except by
     a  written  agreement executed by you and Cerner.   However,
     Cerner may from time to time publish and adopt supplementary
     policies  with  respect  to  the  subject  matter  of   this
     Agreement,  and  you agree that such supplementary  policies
     shall be binding upon you.


     Any notice required or permitted to be given pursuant to the
     terms  of  the  Agreement shall be sufficient  if  given  in
     writing  and  if  personally  delivered  by  receipted  hand
     delivery to you or to Cerner, or if deposited in the  United
     States Mail, postage prepaid, first class or certified mail,
     to  you  at  your residence address or to Cerner's Corporate
     headquarters  address  or to such other  addresses  as  each
     party  may  give  the other party notice in accordance  with
     this Agreement.


     This  Agreement begins as noted above and will  continue  in
     perpetuity, even though your employment can be terminated by
     you or by Cerner as described elsewhere herein.


     This Agreement will be governed by, construed, interpreted,
     and its validity determined, under the laws of the State of
     Missouri.  You  and  Cerner  each  hereby  irrevocably  and
     unconditionally submits to the nonexclusive jurisdiction of
     any Missouri state court or  federal  court  of  the United
     States of America sitting in Kansas City, and any appellate
     court from any thereof, in any action or proceeding arising
     out of or relating to this Agreement.



     If   any  provision  of  this  Agreement  is  held   to   be
     unenforceable, then this Agreement will be deemed amended to
     the  extent  necessary to render the otherwise unenforceable
     provision,  and  the  rest  of  this  Agreement,  valid  and


     You  hereby  acknowledge receipt of a signed counterpart  of
     this  Agreement  and  acknowledge that  it  is  your  entire
     agreement  with Cerner concerning the subject matter.   This
     Agreement  cancels, terminates, and supersedes any  of  your
     previous  oral or written understandings or agreements  with
     Cerner or with any officer or representative of Cerner  with
     respect to your employment with Cerner.


     This Agreement shall be binding upon Cerner's successors and
     assigns.   This  Agreement shall also be binding  upon  your
     heirs, spouse, assigns and legal representatives.


This Employment Agreement is executed this 13th day of August, 1999.

                                    /s/Earl H. Devanny, III
                                    E. H. Devanny, III

                                    Cerner Corporation

                                    /s/V. Holmes
                                    Cerner Human Resources


                                                      APPENDIX A

                       DEFINITION OF TERMS

CERNER  CORPORATION  and  CERNER  mean  Cerner  Corporation,  the
Delaware  corporation.   The  terms  also  cover  all  of  Cerner
Corporation's  parent, subsidiary and affiliate corporations  and
business  enterprises, both presently existing  and  subsequently
created  or acquired.  Such affiliate corporation may be directly
or indirectly controlled by Cerner or related to Cerner by equity

CLIENT  means  any actual or potential customer  or  licensee  of

CONFIDENTIAL  INFORMATION means Cerner, Client and  Vendor  trade
secrets.   It also means other Cerner, Cerner Associate,  Client,
and  Vendor  information  which is not generally  known,  and  is
proprietary  to  Cerner  Corporation  or  to  Cerner  Associates,
Clients,  and  Vendors.   It includes, but  is  not  limited  to,
research,    design,   development,   installation,   purchasing,
accounting,  marketing,  selling,  servicing,  finance,  business
systems,    business   practices,   documentation,   methodology,
procedures,  manuals (both internal and user), program  listings,
source  codes, working papers, Client and Vendor lists, marketing
and  sales  materials  not  otherwise available  to  the  general
public,   sales  activity  information,  computer  programs   and
software,   compensation  plans,  your  personal    compensation,
performance  evaluations, patient information and  other  client-
related data, and all other non-public information of Cerner  and
its Associates, Clients, and Vendors.

CONFLICTING ORGANIZATION means any person or organization engaged
(or   about   to   become  engaged)  in  research,   development,
installation, marketing, selling, or servicing with respect to  a
Conflicting Product.

CONFLICTING  PRODUCT means any product, process or service  which
is  the same as, similar to, or competes with any Cerner product,
process  or  service upon which you worked during the last  three
years  of  your  employment by Cerner, or about  which  you  have
acquired Confidential Information.

NEW  PRODUCTS  AND  IDEAS means discoveries,  computer  programs,
improvements,  works of authorship, methods, ideas  and  products
(whether  or  not  they  are described  in  writing,  reduced  to
practice,  patentable or copyrightable) which  results  from  any
work  performed  by you for Cerner, or involve  the  use  of  any
Cerner    equipment,   supplies,   facilities   or   Confidential
Information,  or relate directly to the business  of  Cerner,  or
relate to Cerner's actual or demonstrably anticipated research or

VENDOR   means  any  actual  or  potential  licensor,   supplier,
contractor,  agent, consultant or other purveyor of  products  or
services to Cerner.



                                                      APPENDIX B

                        SUMMARY OF ATTACHMENTS

The following documents, if noted, are incorporated as attachments
to this Employment Agreement.

     Included     Included     Attachment      Description

        X                          I             Original Offer Letter
     --------     --------
     --------     --------        II             Offer Letter Amendments
        X                        III             Termination Statement
     --------     --------
     --------     --------        IV             Sales Associate Provisions
     --------     --------         V             Inventory of Prior Inventions


                                                    ATTACHMENT III

                         TERMINATION STATEMENT

I  represent that I have complied with all the provisions of  the
Cerner Associate Employment Agreement entered into between Cerner
Corporation and me on the 13th day of August, 199919, in that:

         1.  I have not improperly disclosed or otherwise misused
             any of the Confidential Information covered by  such
             Agreement.  I shall continue to comply with all  the
             continuing terms of the Agreement, including but not
             limited to the non-disclosure and (for the  required
             term) non-compete provisions, and also including but
             not limited to the reporting of any New Products and
             Ideas  conceived  or  made  by  me as covered by the

         2.  I do not have  in  my  possession,  nor have I taken
             with  me  or  failed  to return, any records, plans,
             information, drawings, designs, documents,  manuals,
             formulae,  statistics,  correspondence,  client  and
             vendor  lists, specifications, blueprints, reproduc-
             tions, sketches, notes, reports, proposals, or other
             documents  or  materials,  or copies of them, or any
             equipment, credit cards or other property  belonging
             to Cerner or its Clients or Vendors. I have returned
             to  Cerner (or  will return within 10 calendar days)
             all material and information compiled or received by
             me  during  the  term  of  such  employment.  I have
             returned (or  will  return  within 10 calendar days)
             all Confidential Information, as specified  by  such
             Agreement, and all correspondence and other writings.
             I have returned (or will return within  10  calendar
             days) all keys and other means of access to Cerner's

         3.  I  understand and   agree  that, with  regard to all
             provisions  of  this   Agreement  relating  to  non-
             disclosure, non-solicitation, and confidentiality of
             information, such  provisions  shall not cease as of
             this  termination but  shall  continue in full force
             and effect in perpetuity or as  otherwise  indicated
             within  this  Agreement.  In  compliance  with   the
             Agreement, I shall continue to preserve as confiden-
             tial all Confidential Information as defined in  the



                                  Termination Date

                                  Cerner Corporation





                                                     ATTACHMENT IV


The  following  provisions are incorporated into  this  Employment
Agreement  for  all  associates  who  are  responsible  for  sales
activities  related to Cerner products and certain  associates  in
the Cerner Consulting group.

Should  my  employment  by Cerner Corporation  terminate  for  any
reason, I understand and agree that:

     1.  Cerner reserves the right to offset any advances made  to
         me  against  commissions  or other amounts which I owe to
         Cerner, against available but unpaid salary,  commissions
         payable, accrued vacation, expense reimbursement, or  any
         other forms of compensation or reimbursement which may be
         owed to me.  Any such offsets will be clearly  documented
         by  Cerner  before  they  are  processed.  In addition, I
         agree  that  I  will  pay  to  Cerner  the  amount of any
         remaining  balance  owed  to Cerner Corporation after the
         foregoing  deductions,  within  30  days of the end of my

     2.  Any  commissions to  which I  might otherwise be entitled
         will be payable to me only if the associated contract for
         products   or   services  has  been  completed  and fully
         executed  by  both  parties,  and  if  all deposit monies
         related to such contract have been paid  in  full  by the
         client  and  received  by Cerner prior to my last date of
         employment, in  accordance  with  the  terms of my Cerner
         Performance Plan.  Cerner will not unreasonably delay  or
         withhold execution of such contracts for  the purpose  of
         avoiding a commission payment to me, if it would otherwise
         be due.

     3.  Commissions, bonuses or other incentive-based compensation
         which  may  have  accrued  but  are not  payable  as of my
         termination date because of the payment  schedule  defined
         for  such  compensation  in the related Cerner Performance
         Plan  will  be  paid  to me according to the provisions of
         such Plan.  Such payment  will be  subject  to the offsets
         described in item 1 above and will  apply  only  to  items
         otherwise payable within one year following my termination

                                  /s/Earl H. Devanny III

                                  August 13, 1999

                                  Termination Date

                                  Cerner Corporation
                                  /s/V. Holmes
                                  Associate Relations