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Employment Agreement - Cerner Corp. and Rick Smith

Employment Forms

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                      CERNER ASSOCIATE EMPLOYMENT AGREEMENT


This Cerner Associate Employment Agreement describes the formal employment
relationship between Rick Smith and Cerner Corporation, a Delaware corporation.

This Agreement is effective on the 18th day of June 2001.

1.       CERNER'S LETTER OFFERING EMPLOYMENT TO YOU.
         ------------------------------------------

         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, other
than the conditions agreed to in this Agreement, the offer letter, or the June
18, 2001 letter agreement (referred to in Section 20 of this Agreement). This
Agreement, the offer letter, and the June 18, 2001 letter agreement may be
modified only by written agreement between Cerner and you.

2.       EMPLOYMENT RELATIONSHIP.
         -----------------------

         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.


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                If Cerner terminates your employment prior to June 18, 2002 (and
                unless the termination is for Cause), Cerner will pay you a
                severance payment of $175,000 ("Six-month Severance"). If Cerner
                terminates your employment on or after June 18, 2002, but prior
                to June 18, 2003 (and unless the termination is for Cause),
                Cerner will pay you a severance payment of $263,000 ("Nine-month
                Severance"). If Cerner terminates your employment on or after
                June 18, 2003 (and unless the termination is for Cause), Cerner
                will pay you a severance payment of $350,000 ("One-year
                Severance"). In addition, in the event Cerner terminates your
                employment without Cause prior to June 18, 2003, at Cerner's
                sole discretion and option, Cerner may increase the severance
                period in one month increments beyond the applicable Six-month
                or None-month Severance period up to a maximum duration (the
                original Six-month or Nine-month Severance period plus any
                extension) of one (1) year. You shall be compensated for any
                such additional months of severance elected by Cerner at the
                highest rate of your monthly base salary within the year before
                your termination from employment. You understand and agree that
                the election by Cerner to extend the period of your severance
                compensation will also extend the period of time of your
                non-competition obligations under Paragraph 7. Cerner agrees to
                notify you of its election to extend the time of your severance
                and your non-competition obligations within thirty (30) days
                following your last day of employment at Cerner. All severance
                payments will be paid less appropriate payroll deductions,
                payable in installments on Cerner's regular pay days. 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 pay days. Any such lump sum payment
                shall have no effect upon your obligations to comply with your
                non-competition obligations under Paragraph 7. You agree to
                immediately notify Cerner if you accept other employment during
                the severance and non-competition period provided for by this
                Paragraph 2.C. and Paragraph 7. Cerner's obligations to make any
                further severance payments hereunder shall be reduced (but not
                below zero) by the base salary you receive from a new employer
                during the severance and non-competition period, but your
                obligations of non-competition under Paragraph 7 shall continue
                pursuant to such terms.

                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 performance 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 and any CPP letter
                agreements between you and Cerner. Payments under the CPP will
                accrue on the last day of each fiscal quarter, and will be paid
                to you in accordance with the plan regardless of whether you are
                employed by Cerner on the date the payments are paid out.

                In the event that Cerner pays or reimburses you for any
                relocation costs, you agree to repay such sums to Cerner on a
                prorated basis if (i) you voluntarily resign from employment
                with Cerner for any reason within two (2) years of the date your
                relocation is complete or (ii) Cerner terminates your employment
                for Cause within two (2) years of the date your move is
                complete. You will not be required to repay such costs if Cerner
                terminates your employment without Cause or you quit with "Good
                Reason" (as defined in the Offer Letter), notwithstanding any
                other provisions of Cerner's relocation policy. You further
                agree that Cerner may, at its discretion, deduct from your
                paycheck(s), including your final paycheck, any such sums
                required to be repaid under this provision and that you will
                repay Cerner any outstanding balance owed within thirty (30)
                days of your employment termination. Regardless of the duration
                stated herein, nothing contained in this provision shall

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                create employment for a definite term or otherwise modify the
                parties "at will" relationship set forth in paragraph 2.B. of
                this Agreement.

                Cerner may pay or reimburse you for certain reasonable costs
                associated with Other Assistance Programs in which Cerner
                provides assistance, pursuant to the terms of such Other
                Assistance Programs' policies, as may be amended from time to
                time. In the event that Cerner pays or reimburses you for any
                costs associated with such Other Assistance Programs, you agree
                to repay such sums to Cerner in their entirety if (i) you
                voluntarily resign from employment with Cerner for any reason
                within the time specified in the policy pertaining to applicable
                program(s), or (ii) Cerner terminates your employment for Cause
                within the time specified in the policy pertaining to applicable
                program(s). You further agree that Cerner may, at its
                discretion, deduct from your paycheck(s), including your final
                paycheck, any such sums required to be repaid under this
                provision and that you will repay Cerner any outstanding balance
                owed within thirty (30) days of your employment termination.
                Regardless of the duration stated herein, nothing contained in
                this provision shall create employment for a definite term or
                otherwise modify the parties "at will" relationship set forth in
                paragraph 2.B. of this Agreement.

                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.     SALES ASSOCIATE/CERNER CONSULTING PROVISIONS. If 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.

3.       AGREEMENT NOT TO DISCLOSE OR TO USE CONFIDENTIAL INFORMATION.
         ------------------------------------------------------------

         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, including any Confidential
         Information on any laptop, computer or other communication equipment
         used by you during your employment with Cerner.

4.       NON-CERNER EMPLOYMENT.
         ---------------------

         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 Cerner.

5.       NEW PRODUCTS AND IDEAS.
         ----------------------

         With respect to New Products and Ideas that you develop, author or
         conceive in whole or in part while employed at Cerner, plus for one
         year thereafter with regard to such New Products or Ideas that were
         initiated while employed by Cerner, 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 further


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         agree to maintain all information respecting any New Products and Ideas
         as Confidential Information and shall not disclose such information to
         any party outside of Cerner without the express written approval of an
         officer of 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 including any patents, copyrights, trade secrets
         and other proprietary rights in the same. 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.

6.       PRIOR INVENTIONS.
         -----------------

         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.

7.       NON-COMPETITION AND NON-SOLICITATION

         A.     For a period of one (1) year after the voluntary or involuntary
                termination of your employment with Cerner, you will tell any
                prospective new employer, prior to accepting employment that
                this Employment Agreement exists.

         B.     (i) For a period of one (1) year after the voluntary termination
                of your employment with Cerner or your termination by Cerner for
                Cause, or (ii) in the event that Cerner terminates your
                employment without Cause, then for the period you are paid
                severance pursuant to Paragraph 2 (including any time that you
                would have been paid severance pursuant to Paragraph 2 but for
                the fact you commenced employment with a new employer), you will
                not provide services that are substantially similar to the
                services you provided while 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 for any reason) from (x) accepting
                employment with a large Conflicting Organization whose business
                is diversified, and with a portion of its business that is not
                considered a Conflicting Organization, provided that Cerner,
                prior to your acceptance of such employment, shall receive
                separate written assurances satisfactory to Cerner from such
                Conflicting Organization and from you that you will not render
                services directly or indirectly in connection with any
                Conflicting Product, or (y) 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.     For a period of one (1) year after the voluntary or involuntary
                termination of your employment with Cerner, you agree not, on
                behalf of yourself or on behalf of any

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<PAGE>

                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.       [INTENTIONALLY OMITTED].

9.       PUBLICITY RELEASE.
         -----------------

         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.

10.      CERNER PROPERTY.
         ---------------

         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 (for any reason), you will immediately return to
         Cerner all property and equipment which you have been issued or which
         otherwise belongs to Cerner, including any laptops, computer equipment,
         wireless telephone, pagers and/or other computer or communication
         devices provided to you by Cerner. You further agree that Cerner may,
         at its discretion, deduct from your paycheck(s), including your final
         paycheck, the replacement cost of any such equipment or devices
         provided to you that are not immediately returned to Cerner upon your
         termination of employment and you agree to repay Cerner any outstanding
         balance owed within 30 days following your employment termination.

11.      SYSTEMS AND PHYSICAL SECURITY.
         -----------------------------

         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 for Cause.

12.      PRIOR EMPLOYMENT RELATIONSHIPS AND OBLIGATIONS.
         ----------------------------------------------

         By accepting employment with Cerner, you represent to Cerner that you
         are not subject to any non-competition or confidentiality agreements
         that your employment and activities at Cerner would violate. You also
         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.

13.      REMEDIES.
         --------

         By signing this Agreement, both parties agree that the promises made in
         it, by each respective party, are of a special nature, and that any
         breach, violation or evasion by one party of the terms of this
         Agreement will result in immediate and irreparable harm to the
         non-breaching party. It will also cause damage to the non-breaching
         party in amounts difficult to ascertain. Accordingly, the non-breaching
         party shall be entitled to the remedies


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         of injunction and specific performance, as well as to all other legal
         and equitable remedies which may be available to the non-breaching
         party.

14.      INDEMNIFICATION.
         ----------------

         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. Cerner agrees to indemnify and hold you
         harmless from and against any damages, liability, actions, suits or
         other claims arising out of Cerner's breach of this Agreement. Cerner
         agrees to indemnify you from and against any damages, liability,
         actions, suits or other claims arising as a result of your actions
         taken on behalf of Cerner in the due course of your employment with
         Cerner to the extent Cerner's Bylaws, as amended from time to time, and
         applicable laws permit such indemnification. Such indemnification,
         again to the extent permitted by Cerner's Bylaws and applicable law,
         shall also apply after your employment with Cerner has been terminated.

15.      MODIFICATION.
         -------------

         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 reasonable supplementary policies with respect
         to the subject matter of this Agreement, and you agree that such
         supplementary policies shall be binding upon you.

16.      NOTICES.
         --------

         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.

17.      TERM OF 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.

18.      GOVERNING LAW; ARBITRATION.
         ---------------------------

         This Agreement will be governed by, construed, interpreted, and its
         validity determined, under the laws of the State of Missouri. Any
         controversy or claim arising out of or relating to your employment
         relationship with Cerner and/or this Agreement, except for those claims
         arising under Sections 3, 5, 6 or 7 of this Agreement and claims
         arising under applicable workers' or unemployment compensation laws,
         shall be settled by arbitration administered by the American
         Arbitration Association under its then-current National Rules for the
         Resolution of Employment Disputes and judgment upon the award rendered
         by the arbitrator(s) may be entered in any court having jurisdiction
         thereof. Subject to the provisions of Section 14 hereof, attorneys'
         fees and costs of arbitration shall be allocated between the parties by
         the arbitrator(s).

19.      SEVERABILITY.
         -------------

         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 enforceable.

         --------------------------------------

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<PAGE>

20.      ENTIRE AGREEMENT AND PRIOR AGREEMENTS.

         You hereby acknowledge receipt of a signed counterpart of this
         Agreement and acknowledge that it is your entire agreement with Cerner,
         except for the June 18, 2001 letter agreement that Cerner will issue to
         you on your start date, a copy of which has been provided to you,
         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.

21.      SUCCESSORS.
         -----------

         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 ___________ day of ___________, ____.



                                        ----------------------------------------

                                        Associate



                                        Cerner Corporation

                                        ----------------------------------------

                                        Stanley M. Sword
                                        Vice President and Chief People Officer


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<PAGE>


                                   APPENDIX A

                               DEFINITION OF TERMS


ASSOCIATE or CERNER ASSOCIATE means an employee of Cerner.

CAUSE means that Cerner terminates your employment due to your material
dishonesty to Cerner, illegal conduct with respect to your actions as an
associate of Cerner, conviction of a felony crime, a material breach of any
Cerner policy or a material breach of this Agreement.

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 ownership.

CLIENT means any actual or potential customer or licensee of Cerner.

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 IDX Systems Corporation, Eclipsys Corporation,
McKessonHBOC, Inc., GE Medical Systems, a division of General Electric Company,
Philips Medical Systems, Siemens Medical Solutions Health Services Corporation
and Meditech, Inc.; provided, however, that the principal business of any such
company is, at the date of your termination of employment, providing consulting
services of a substantially similar nature as those consulting services then
performed by Cerner, and that Cerner shall have the right to update such list no
later than your date of termination from Cerner. Should any dispute arise with
regard to the updated list of competitors, as provided by Cerner, then both you
and Cerner shall decide upon a mutually acceptable third party to determine
whether any listed organization is in fact a Conflicting Organization at the
time of your termination of employment from Cerner.

CONFLICTING PRODUCT means any product, process or service which is the same as,
similar to, or competes with any Cerner product, process or service with 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, designs, 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 development.

OTHER ASSISTANCE PROGRAMS means programs that Cerner may pay or reimburse you
for certain reasonable costs incurred and also provide for Cerner's recovery of
such amounts as specified in the policies of such Other Assistance Programs, as
may be amended from time to time. Other Assistance Programs include, but are not
limited to: tuition assistance, specialty external


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training, and immigration assistance. Cerner reserves the right to establish
future assistance programs and designate such programs as Other Assistance
Programs for purposes of inclusion under paragraph 2.C. of this Agreement.

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



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<PAGE>


                                   APPENDIX B

                             SUMMARY OF ATTACHMENTS
                             ----------------------


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


<CAPTION>
                       Not
  Included           Included        Attachment           Description
                                               
     X                                   I                Original Offer Letter
   -----              -----

   -----              -----             II                Offer Letter Amendments
     X                                  III               Termination Statement
   -----              -----

   -----              -----
     X                                  IV                Sales Associate Provisions
   -----              -----
                                         V                Inventory of Prior Inventions
   -----              -----



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                                                                  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
______________________ day of _______________, ______, 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 Agreement.

         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, reproductions, sketches, notes, reports, proposals,
                or other documents or materials, or copies of them, or any
                equipment (including any laptops, computer equipment, wireless
                telephone, pagers and/or other computer or communication devices
                provided to you by Cerner), 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 or earlier if
                requested by Cerner) 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 or earlier if
                requested by Cerner) all Confidential Information, as specified
                by such Agreement, and all correspondence and other writings. I
                have returned (or will return within 10 calendar days or earlier
                if requested by Cerner) all keys and other means of access to
                Cerner's premises.

        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 confidential all Confidential Information as defined
                in the Agreement.



                                             -----------------------------------
                                             Associate

                                             -----------------------------------
                                             Date

                                             -----------------------------------
                                             Termination Date


                                             Cerner Corporation

                                             -----------------------------------
                                             By

                                             -----------------------------------
                                             Title


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                                                                   ATTACHMENT IV
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                SALES ASSOCIATE AND CERNER CONSULTING PROVISIONS
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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
                employment.

        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 and my Employment Agreement. 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 date.


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                                            Associate

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                                            Date

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                                            Termination Date


                                            Cerner Corporation

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                                            By

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                                            Title



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Associate's Initials



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