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Employment Agreement - Cerner Corp. and Stanley M. Sword

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This   Cerner  Associate  Employment  Agreement  describes  the  formal
employment relationship between

                              Stanley M. Sword


               and Cerner Corporation, a Delaware corporation

This Agreement is effective on the 10th day of August, 1998.


     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 any time the conditions  of
     your employment at 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

     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.

         If Cerner terminates  your  employment  prior  to the date you
         move  your  family  to the Kansas City area  (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 three (3) 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. If Cerner terminates your employment
         after  the  date you move your family to the Kansas City  area
         (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,  the  severance  period  will  increase  beyond  the
         minimum six (6) month period at the rate of one (1) additional
         month for each six (6) months that you are employed by Cerner,
         up  to  a maximum duration (the original six (6) month  period
         plus any extension) of one (1) year.  You understand and agree
         that  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 with  a
         new  employer,  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 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.

         If Cerner has reimbursed 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
         reimbursements shall be made according to  Cerner's  published
         relocation expense reimbursement policy.  Such  reimbursements
         will  be made in consideration for your agreement to serve  in
         the position for which you were relocated for at least two (2)
         years.  Therefore, in the event Cerner has reimbursed you  for
         any relocation expenses or otherwise paid to you any  sums  of
         money pursuant to Cerner's relocation policy, you  agree  that
         you shall repay such sums to Cerner on a prorated basis if (i)
         you voluntarily resign from employment with Cerner 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.

         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 PROVISIONS.  If  you  are  employed  by Cerner
         in  a  sales  capacity, 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 Cerner.


     With  respect to New Products and Ideas that you develop,  author,
     or  conceive  while  employed at Cerner, plus  for  one  (1)  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

     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.


     A.  For  a  period  of   two (2)  years  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  two  (2)  years  after  the voluntary
         termination  by  you  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 severance 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.  However, you may
         accept employment with a large Conflicting  Organization whose
         business is diversified, and with a  portion  of  its business
         that is not 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.

     C.  For  a  period  of two  (2)  years  after  the   voluntary  or
         involuntary termination of your employment with Cerner for any
         reason  or for no reason, 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.



     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 Cerner.


     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.


     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


     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 enforceable.


     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




     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 10th day of August, 1998.


                               /s/Stanley M. Sword
                               Stanley M. Sword

                               Cerner Corporation

                               /s/Clifford W. Illig



                                                         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 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

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

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 development.

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 ______________________ day of _______________, ____,  in

     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, 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 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.



                                  Termination Date

                                  Cerner Corporation