provision to the contrary or otherwise contained in this Agreement, the
agreement and covenants contained in this Section 9 shall not terminate upon
Advisor's termination of the advisory relationship hereunder or upon the
termination of this Agreement under any other provision of this Agreement.
10. NON-COMPETE COVENANT.
(a) During the term of this Agreement, Advisor agrees not
to enter into or engage in any phase of the business
conducted by AmSurg in any state in which AmSurg is
conducting business, either as an individual for his
own account, as a partner or joint venturer, or as an
employee, agent, officer, director, or substantial
shareholder of a corporation or otherwise. As of the
date of execution of this Agreement, the business
conducted by AmSurg was defined as single specialty
surgery centers, single specialty physician networks
and single specialty physician practices.
(b) During the term of this Agreement, Advisor agrees not
to directly or indirectly solicit business from any
entity, organization or person which has contracted
with AmSurg, which has been doing business with
AmSurg, or from which the Advisor knows or has reason
to know that AmSurg is going to solicit business.
(c) Advisor and AmSurg acknowledge and agree that any of
the covenants contained in this Section 10 may be
specifically enforced through injunctive relief, but
such right to injunctive relief shall not preclude
AmSurg from other remedies which may be available to
11. INDEMNIFICATION. Advisor will be entitled to indemnification
as provided in the Indemnification Agreement, dated as of the date of the
Distribution, by and between AmSurg and Advisor, and in the Charter and Bylaws
12. NO ALIENATION OF BENEFITS. No interest of Advisor or his
spouse or any other beneficiary of Advisor under this Agreement, or any right
to receive any payment hereunder, shall be subject in any manner to sale,
transfer, assignment, pledge, attachment, garnishment, or other alienation or
encumbrance of any kind, nor may such interest or right to receive a payment or
distribution be taken, voluntarily or involuntarily, for the satisfaction of
the obligations or debts of, or other claims against, Advisor or his spouse or
other beneficiary, including claims for alimony, support, separate maintenance,
and claims in bankruptcy proceedings.
13. BENEFITS UNFUNDED. All rights of Advisor and his spouse or
other beneficiary under this Agreement shall at all times be entirely unfunded
and no provision shall at any time be made with respect to segregating any
assets of AmSurg for payment of any amounts due hereunder. Neither Advisor nor
his spouse or other beneficiary shall have any interest in or rights against
any specific assets of AmSurg, and Advisor and his spouse or other beneficiary
shall have only the rights of a general unsecured creditor of AmSurg.