Fillable Printable Confidentiality and Non-compete Agreement Template

Confidentiality and Non-compete Agreement Template

Wellosophy™ Corporation Page 1 of 4 Confidentiality Agreement

CONFIDENTIALITY and NON-COMPETE AGREEMENT

This Agreement is made and entered into, as of ________________ 2008 (“Effective Date”), by and between,

Wellosophy™ Corporation a Florida Corporation, having a principal place of business at 2795 E. Bidwell St.

Suite 100-220 Folsom California 95630 USA (hereinafter collectively referred to as "Company "), and

_______________________________________________________________ with a principal place of business

at __________________________________________________________, (hereinafter referred to as “Reci-

pient”).

Definition of Confidential Information: “Confidential Information” means (a) any and all information re-

lated to Company’s business and products relating specifically relating to the Proprietary Technology, in-

cluding for example and without limitation: a) information concerning research, development, design details

and specifications, formulations, components, ingredients, chemical analyses, certificates of analysis, regu-

latory information or approvals, manufacturing trade secrets, financial information, procurement sources,

chemical engineering, manufacturing and assembly information, customer lists, business forecasts, sales in-

formation, marketing plans and business plans and (b) any information that may be made known to Reci-

pient and which Company has received from others that Company is obligated to treat as confidential or

proprietary, whether or not marked as confidential.

Definition of Proprietary Technology: “Proprietary Technology” means any information related to the

Company’s products, trademarks, Internet websites as such specifically relates to its excipient formulations

containing the Swell™ superabsorbent hydrogel technologies or any proprietary components, line exten-

sions, or other related technologies which relate to the applied-for, pending and/or issued patents and trade-

marks whether or not such are ever issued or upheld to be valid.

Nondisclosure, Nonuse and Non-Compete Obligations: For three (3) years from the Effective Date, Reci-

pient will not use, disseminate or in any way disclose any Confidential Information to any person, firm or

business, except to the extent that is unavoidably necessary for the purpose of conducting business with the

Company. Furthermore, Recipient may not disclose the existence of or contents of any negotiations, discus-

sions, contracts or consultations in progress between the parties to any third party without the prior written

approval of the Company. Recipient shall treat all Confidential Information with the same degree of care as

Recipient accords to Recipient’s own confidential information, but not less reasonable care. Recipient shall

disclose Confidential Information only to those of its employees or agents who have a need to know such in-

formation to assist Recipient with respect to the Purpose. Recipient certifies that each such employee or

agent will have agreed, either as a condition of employment or in order to obtain the Confidential Informa-

tion, to be bound by terms and conditions substantially similar to those terms and conditions applicable to

Recipient under this Agreement. Recipient shall immediately give notice to Company of any unauthorized

use or disclosure of the Confidential Information. Recipient shall assist Company in remedying any such

unauthorized use or disclosure of the Confidential Information. Furthermore, Recipient shall not either for

its benefit, or for the benefit of any third party, make, use, sell, distribute, promote or in any other way

commercially compete with Company’s Proprietary Technology regarding synthetic, excipient-formulated,

water-swellable, gastric bulking products used for weight management, with any product or technology that

is the same, substantially the same or could be reasonably deemed to be confusingly similar to the Proprie-

tary Technology.

Exclusions from Nondisclosure and Nonuse Obligations: Recipient’s obligations under Section 3 above

(“Nondisclosure, Nonuse and Non-Compete Obligations”) shall not apply to any Confidential Information

that Recipient can document that the Confidential Information:

is now, or which hereafter, through no act or failure to act on the part of the Receiving Party,

becomes generally known or available to the public without breach of this Agreement;

Wellosophy™ Corporation Page 2 of 4 Confidentiality Agreement

is known to the Receiving Party at the time of disclosure of such Confidential Information, as

demonstrated by competent evidence;

is furnished to others by the Company without restriction on disclosure:

is hereafter furnished to the Recipient by a third party, as a matter of right and without restriction on

disclosure, provided that the Recipient promptly notifies the Company in writing of this third party

disclosure after receipt thereof;

is independently developed by the Recipient, provided that the person or persons developing same

have not had access to, either directly or indirectly, the same Confidential Information received;

is made public by Company, either by sale or by printed publications; or

is disclosed with the written approval of Company.

Disclosure Required by Law : A disclosure of any Confidential Information (a) in response to a valid order

by a court or other governmental body or (b) as otherwise required by law shall not be considered to be a

breach of this Agreement or a waiver of confidentiality for other purposes; provided, however, that Reci-

pient shall provide prompt prior written notice thereof to Company to enable Company to seek a protective

order or otherwise prevent such disclosure.

Ownership and Return of Confidential Information and Other Materials: All Confidential Information, and

any Derivatives (defined below) thereof, whether created by Company or Recipient, shall be the property of

Company and no license or other rights to Confidential Information or Derivatives is granted or implied he-

reby. For purposes of this Agreement, “Derivatives” shall mean: (a) for copyrightable or copyrighted ma-

terial, any translation, abridgment, revision or other form in which an existing work may be recast, trans-

formed or adapted; (b) for patentable or patented material, any improvement thereon; and (c) for material

protected by trade secret, any new material derived from such existing trade secret material, including new

material that may be protectable or protected under copyright, patent and/or trade secret laws. Recipient he-

reby does and will assign to Company all of Recipient’s rights, title in interest and interest in and to any De-

rivatives developed by Recipient during the term of this Agreement. All materials (including, without limi-

tation, documents, drawings, papers, diskettes, tapes, models, apparatus, tooling, jigs, custom manufacturing

apparatus, parts, components, digital information, translations, inventories, sketches, designs and lists) that

Company furnishes to and or develops with Recipient’ assistance (whether or not they contain or disclose

Confidential Information) are the property of Company. Within five (5) days after any request by Compa-

ny, Recipient shall destroy or deliver to Company, at Company’s option, (a) all such Company-furnished

materials and (b) all materials in Recipient’s possession or control (even if not Company-furnished) that

contain or disclose any Confidential Information. Recipient will provide Company a written certification of

Recipient’s compliance with Recipient’s obligations under this Section.

No Assignment: Recipient shall not assign or transfer any rights or obligations under this Agreement with-

out the prior written consent of Company.

Term: This Agreement shall govern all communications from Company to Recipient that are made from the

Effective Date until the date on which Recipient receives from Company written notice that subsequent

communications shall not be so governed; provided, however, that Recipient’s obligations under Section 3

(“Nondisclosure, Nonuse and Non-Compete Obligations”) shall continue in perpetuity with respect to Con-

fidential Information of Company that Recipient has previously received unless such obligations no longer

apply pursuant to Section 4 (“Exclusions from Nondisclosure, Nonuse and Non-Compete Obligations”).

Notices: Any notice required or permitted by this Agreement shall be in writing and shall be delivered as

follows, with notice deemed given as indicated: (a) by personal delivery, when actually delivered; (b) by

overnight commercial courier, upon written verification of receipt; (c) by facsimile transmission, upon ac-

knowledgment of receipt of electronic transmission; or (d) by certified or registered mail, return receipt re-

quested, upon verification of receipt. Notice shall be sent to the addresses set forth above or to such other

address as either party may provide in writing.

Wellosophy™ Corporation Page 3 of 4 Confidentiality Agreement

10.

Governing Law; Forum; Legal Fees: This Agreement shall be governed in all respects by the laws of the

United States of America and by the laws of the State of Florida. Each of the parties irrevocably consents to

the exclusive personal jurisdiction of the federal and state courts located in Florida, as applicable, for any

matter arising out of or relating to this Agreement, except that in actions seeking to enforce any order or any

judgment of such federal or state courts located in Florida, such personal jurisdiction shall be nonexclusive.

The choice of venue shall remain with Company. If a proceeding is commenced to resolve any dispute that

arises between the parties with respect to the matters covered by this Agreement, the prevailing party in

such proceeding shall be entitled to receive its reasonable attorneys’ fees, expert witness fees and

out-of-pocket costs incurred in connection with such proceeding, in addition to any other relief to which

such prevailing party may be entitled.

11.

Arbitration and Equitable Relief

Except as provided in Section (B) below, the Parties agree that any dispute or controversy arising out of,

in relation to, or in connection with this Agreement, or the making, interpretation, construction, perfor-

mance or breach thereof, shall be finally settled by binding arbitration under the then current rules of the

American Arbitration Association by one (1) arbitrator appointed in accordance with such rules. The

arbitrator may grant injunctive or other relief in such dispute or controversy. The decision of the arbi-

trator shall be final, conclusive and binding on the parties to the arbitration. Judgment may be entered

on the arbitrator's decision in any court of competent jurisdiction. The Parties agree that, any provision

of applicable law notwithstanding, they will not request, and the arbitrator shall have no authority to

award, punitive or exemplary damages against any Party. The costs of the arbitration, including admin-

istrative and arbitrator's fees, shall be shared equally by the Parties. Each Party shall bear the cost of its

own attorneys, fees and expert witness fees.

Recipient agrees that it would be impossible or inadequate to measure and calculate Company’s damag-

es from any breach of the covenants set forth in this Agreement. Accordingly, Recipient agrees that if

Recipient breaches the obligations herein, Company has, in addition to any other right or remedy avail-

able, the right to obtain from any court of competent jurisdiction an injunction (temporary, preliminary

or permanent), or other interim, ancillary or conservatory remedy or relief, restraining such breach or

threatened breach and specific performance of any such provision. Recipient further agrees that no

bond or other security shall be required in obtaining such equitable relief and Recipient hereby consents

to the issuance of such injunction and to the ordering of such specific performance.

12.

Severability: If a court of law holds any provision of this Agreement to be illegal, invalid or unenforceable,

(a) that provision shall be deemed amended to achieve an economic effect that is as near as possible to that

provided by the original provision and (b) the legality, validity and enforceability of the remaining provi-

sions of this Agreement shall not be affected.

13.

Waiver; Modification: If Company waives any term, provision or Recipient’s breach of this Agreement,

such waiver shall not be effective unless it is in writing and signed by Company. No such waiver shall con-

stitute a waiver of any other or subsequent breach by Recipient. This Agreement may be modified only if

authorized representatives of both parties consent in writing.

14.

Headings. The headings used in this Agreement are intended solely for the convenience of reference, and

should not in any manner amplify, limit, modify or otherwise be used in the interpretation of any of the pro-

visions of this Agreement.

15.

Counterparts, Facsimile, and Electronic Signatures. This Agreement may be executed in counterparts, each

of which will be deemed an original, but all of which together will constitute one and the same instrument.

Delivery of executed signature pages by electronic or facsimile transmission will constitute effective and

binding execution and delivery of this Agreement.

Wellosophy™ Corporation Page 4 of 4 Confidentiality Agreement

16.

Notices. Any required notice shall be given in writing at the address of each party set forth above, or to

such other address as either party may substitute by written notice to the other in the manner contemplated

in this Section 6, and shall be deemed given when delivered or, if delivery is not accomplished by reason or

some fault of the addressee, when tendered.

17.

Entire Agreement: This Agreement constitutes the entire agreement with respect to the Confidential Infor-

mation disclosed hereunder and supersedes all prior or contemporaneous agreements concerning such Con-

fidential Information, written or oral.

IN WITNESS WHEREOF, the parties have executed this Agreement as of the Effective Date.

“Company”

Wellosophy™ Corporation

By: __________________________________________

Lior Sher

Chief Executive Officer

“Recipient”

______________________________________

By:

Name:

Title: