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”).
1.
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.
2.
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.
3.
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.
4.
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:
a.
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;
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