Exhibit
10.2
FORM OF
NON-COMPETITION
AND CONFIDENTIALITY AGREEMENT
THIS
AGREEMENT (the “Agreement) is made and entered into this ____ day of _________ by and between TRXADE HEALTH, INC.,
a Florida corporation. (called “TRxADE” or “the Company”), and __________ (called “Employee”).
TRxADE and Employee may together be referred to as “Parties’ or each as a “Party”.
BACKGROUND
The
Company is engaged in the business of running and operating an online pharmaceutical marketplace that allows independent pharmacists
to save money by comparing prices and purchasing pharmaceuticals directly from providers. This includes obtaining the pricing information
from providers and recruiting Independent Pharmacists to use the online marketplace as well as other related activities (“Business”).
The
Company has significant expertise in its Business and has developed and maintains significant confidential information, good will and
relationships with its employees and Business Associates (defined below):
The
Company relies heavily on well-trained Employees, the development of good will, and maintaining of Business Associate and employee relationships.
The
Company’s value and ability to compete absolutely depends on its ability to maintain long-term relationships with its Business
Associates and employees, and to maintain the confidentiality of its Confidential Information. The Company invests significant resources
in the development of relationships with Business Associates, its employees, its trade secrets, its confidential business information,
and in specialized training for employees. The Company has a legitimate business interest in protecting its investment.
The
parties want to work together (or continue working together), and the Company requires this Agreement as part of that employment relationship.
Employee’s at-will employment as an employee or independent contractor is sufficient consideration for this Agreement.
Through
employment with the Company, Employee has access to Company Assets. Company Assets include: (i) trade secrets, (ii) valuable confidential
business or professional information, including methods of operation, (iii) names and other information concerning prospective or existing
customers, referral sources, suppliers, agents, independent contractors and other parties with which the Company does business (which
will cumulatively be referred to as “Business Associates”), (iv) the goodwill of the Company’s customers, referral
sources, contractors and other Business Associates, (v) extraordinary or specialized training or education, (vi) other Confidential Information
(defined below); and (vii) Company Employees.
Employee
acknowledges the Company’s right and need to protect Company Assets, Employee understands that TRxADE is employing or continuing
to employ him or her in reliance on Employee’s promises in this Agreement.
SPECIFIC
TERMS
Therefore,
the Parties hereby agree that the above statements are true and incorporated in this Agreement. This Agreement is made between TRxADE
and Employee as a condition of employment.
TRxADE
and Employee further agree as follows:
| 1. | Loyalty
During Employment. Employee agrees that during employment with the Company, Employee
owes a duty of loyalty to the Company. During employment, Employee will act in the best interest
of the Company and will not take action which is harmful to the Company. |
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| 2. | Terms
of Agreement. Employee understands and agrees that this Agreement is fair and reasonable.
This Agreement is independent of any other agreements and applies regardless of the reason
that Employee and the Company may end their relationship. |
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| 3. | Non-Solicitation
of Employees. During employment with the Company and for the two year period following
employment with the Company, Employee will not directly or indirectly encourage or solicit
any Company Employee to leave the Company or change his or her employment relationship with
the Company. Employee will not engage in these actions directly or indirectly and will not
do so individually or in any capacity (such as for any company, partnership or otherwise).
“Company Employee” means anyone who worked at the Company when Employee worked
at the Company or during the two years following Employee’s separation from employment. |
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| 4. | Non-Solicitation
of Business Associates. During employment with the Company and for the two year period
following employment, with the Company, Employee will not directly or indirectly solicit
any Company Business Associates, including customers, for any business reason. Employee will
not engage in these actions directly or indirectly and will not do so individually or in
any capacity (such as for any company, partnership or otherwise). Company Business Associates
are defined above. Employee agrees that, even after the two year period following separation
from employment, Employee will never use the Company’s customer lists, information,
or property. |
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| 5. | Non-Competition.
During the term hereof and for a period of two years immediately following employment, Employee
shall not, directly or indirectly, for itself or on behalf of or in conjunction with any
other person or entity, own, control, operate, be employed by, engage in, participate in,
or have any interest in, the operation of any business or enterprise which is the same or
similar to that of TRxADE, and which is located or operating in the United States of America,
or any other country in which Company does business prior to the termination of employment. |
| 6. | Confidentiality.
Employee has access to Confidential Information and agrees to keep that information confidential.
Confidential Information can be in any form and includes Company-related financial information,
employee information, legal matters, business operations, marketing and sales strategy and
actions, customer and referral information, technical know-how, and other business information.
Confidential Information includes any information learned by Employee through employment
which relates to the Company and which the Company has not authorized be released to the
general public. The Company may identify additional Confidential Information through policies,
memos, or otherwise. |
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| 7. | Company
Property. All documents, information, and intellectual property purchased, possessed
or created by any employee of the Company (including Employee), during employment and relating
to the Company’s Business are owned by and shall be controlled by the Company. Upon
separation from employment with the Company, Employee will immediately stop using all Company
property and will return all copies to the Company. |
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| 8. | Enforcement.
Each provision of this Agreement shall be read as broadly as permitted by law, and if the
law would require that any provision be restricted for any reason, it is the Parties’
desire that the Agreement otherwise be enforced to the extent permitted by law, |
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| 9. | Remedies.
The terms of this Agreement are of such a nature that in the event of a threatened or actual
violation, proof of damages Would be extremely difficult, therefore the Company would be
entitled to an injunction as well as damages. |
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| 10. | Attorneys’
Fees. In the event of litigation to enforce this Agreement, the prevailing party shall
recover from the breaching party all related costs, expenses and reasonable attorneys’
fees incurred through trial, appeal or appearance in federal bankruptcy or reorganization
proceedings, and in connection with enforcing or collecting upon any final judgment. |
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| 11. | Notice.
Any notice required or permitted to be given under this Agreement shall be sufficient if
in writing and if sent by certified or registered mail, return receipt requested, to the
parties at the following address: |
To
the Company at the Company’s main office and labeled “Attention: CEO” To
Employee: At the most recent home address
on file with the Company.
| 12. | Waiver
of Breach. The Company’s waiver of any breach or condition of this Agreement (by
Employee or any other person) is not a waiver by the Company of any other breach. |
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| 13. | Entire
Agreement. This Agreement contains the entire agreement of the Parties, It may not be
changed orally, but only by an agreement in writing signed by the parties hereto. |
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| 14. | Governing
Law and Venue. This Agreement shall be construed under and governed by the internal substantive
laws of the State of Florida without regard to its conflict of laws provisions and venue
shall lie in Pasco County. |
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| 15. | Assignment.
The Company shall have the right to assign all rights and interests in this Agreement. Such
assignment of rights and interests would likely follow a merger, acquisition, sale or assets
or other transfer of any aspect of business operations of Company.Employee hereby consents
to assignment by Company. In the event of assignment by Company, the new entity shall be
added to the Company throughout this Agreement, shall receive all of the rights, privileges
and protections afforded the Company under this Agreement, and shall have the right to enforce
it. This Agreement is personal to the Employee, who may not assign his or her rights or delegate
his or her duties hereunder. |
The
Parties agree to the above.
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Witness
as to Employee:_______________________ |
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TRXADE
HEALTH, INC. |
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__________________________ |
| As its [Title of signing Party] |
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Exhibit
10.3
FORM OF
TRXADE
HEALTH, INC.
MUTUAL
NONDISCLOSURE AGREEMENT
This
Mutual Nondisclosure Agreement (this “Agreement”) is made as of __________, by and between Trxade Health, Inc.,
a Delaware corporation (the “Company”), and ______________ (“Counterparty”). Each party has disclosed
and/or may further disclose its Confidential Information (as defined below) to the other in connection with the Relationship (as defined
below) pursuant to the terms and conditions of this Agreement. As used herein, the term “Discloser” shall refer to
the Company whenever the context refers to the Company’s Confidential Information being disclosed to Counterparty, which is referred
to as “Recipient” in that context. Conversely, the term “Discloser” shall refer to Counterparty
whenever the context refers to Counterparty’s Confidential Information being disclosed to the Company, which is referred to as
“Recipient” in that context.
RECITALS
The
parties wish to explore a possible business opportunity of mutual interest regarding a potential business relationship and/or investment
(the “Relationship”) in connection with which Discloser has disclosed and/or may further disclose its Confidential
information (as defined below) to Recipient. This Agreement is intended to allow the parties to continue to discuss and evaluate the
Relationship while protecting Discloser’s Confidential Information (including Confidential Information previously disclosed to
Recipient) against unauthorized use or disclosure.
AGREEMENT
In
consideration of the premises and mutual covenants herein, the parties hereby agree as follows:
1. Definition
of Confidential Information. “Confidential Information” means information and physical material not generally
known or available outside Discloser and information and physical material entrusted to Discloser in confidence by third parties. Confidential
Information includes, without limitation: technical data, trade secrets, know-how, research, product or service ideas or plans, software
codes and designs , algorithms, developments, inventions, patent applications, laboratory notebooks, processes, formulas, techniques,
mask works, engineering designs and drawings, hardware configuration information, agreements with third parties, lists of, or information
relating to, employees and consultants of the Discloser (including, but not limited to, the names, contact information, jobs, compensation,
and expertise of such employees and consultants), lists of, or information relating to, suppliers and customers, price lists, pricing
methodologies, cost data, market share data, marketing plans, licenses, contract information, business plans, financial forecasts, historical
financial data, budgets or other business information disclosed by Discloser (whether by oral, written, graphic or machine-readable format),
which Confidential Information is designated in writing to be confidential or proprietary, or if given orally, is confirmed in writing
as having been disclosed as confidential or proprietary within a reasonable time (not to exceed thirty (30) days) after the oral disclosure,
or which information would, under the circumstances, appear to a reasonable person to be confidential or proprietary. Notwithstanding
any failure to so identify it, however, all of the Company’s customer lists and purchasing/selling information shall be Confidential
Information of the Company.
2. Nondisclosure
of Confidential Information. Recipient shall not use any Confidential Information disclosed to it by Discloser for its own use
or for any purpose other than to carry out discussions concerning, and the undertaking of, the Relationship. Recipient shall not disclose
or permit disclosure of any Confidential Information of Discloser to third parties or to employees of Recipient, other than directors,
officers, employees, consultants and agents of Recipient who are required to have the information in order to carry out the discussions
regarding the Relationship. Recipient shall take reasonable measures to protect the secrecy of and avoid disclosure or use of Confidential
Information of Discloser in order to prevent it from falling into the public domain or the possession of persons other than those persons
authorized under this Agreement to have any such information. Such measures shall include the degree of care that Recipient utilizes
to protect its own Confidential Information of a similar nature. Recipient shall notify Discloser of any misuse, misappropriation or
unauthorized disclosure of Confidential Information of Discloser which may come to Recipient’s attention.
3. Exceptions.
Notwithstanding the above, Recipient shall not have liability to Discloser with regard to any Confidential Information that the Recipient
can prove:
(a) was
in the public domain at the time it was disclosed or has entered the public domain through no fault of Recipient;
(b) was
known to Recipient, without restriction, at the time of disclosure, as demonstrated by files in existence at the time of disclosure;
(c) was
independently developed by Recipient without any use of the Confidential Information, as demonstrated by files created at the time of
such independent development;
(d) is
disclosed generally to third parties by Discloser without restrictions similar to those contained in this Agreement;
(e) becomes
known to Recipient, without restriction, from a source other than Discloser without breach of this Agreement by Recipient and otherwise
not in violation of Discloser’s rights;
(f) is disclosed with the prior written approval of Discloser; or
(g) is
disclosed pursuant to the order or requirement of a court, administrative agency, or other governmental body; provided, however, that
Recipient shall provide prompt notice of such court order or requirement to Discloser to enable Discloser to seek a protective order
or otherwise prevent or restrict such disclosure.
4. Return
of Materials. Recipient shall, except as otherwise expressly authorized by Discloser, not make any copies or duplicates of any
Confidential Information. Any materials or documents that have been furnished by Discloser to Recipient in connection with the Relationship
shall be promptly returned by Recipient, accompanied by all copies of such documentation, within ten (10) days after (a) the Relationship
has been rejected or concluded or (b) the written request of Discloser.
5. No
Rights Granted. Nothing in this Agreement shall be construed as granting any rights under any patent, copyright or other intellectual
property right of Discloser, nor shall this Agreement grant Recipient any rights in or to Discloser’s Confidential Information
other than the limited right to review such Confidential Information solely for the purpose of determining whether to enter into the
Relationship. Nothing in this Agreement requires the disclosure of any Confidential Information, which shall be disclosed, if at all,
solely at Discloser’s option. Nothing in this Agreement requires the Discloser to proceed with the Relationship or any transaction
in connection with which the Confidential Information may be disclosed.
6. No
Representations Made. Recipient acknowledges that neither Discloser, nor any of its representatives, in the course of providing
the Confidential Information as contemplated hereunder, is making any representation or warranty (express or implied) as to the accuracy
or completeness of any such information, and Recipient assumes full responsibility for all conclusions derived from such information.
Recipient shall be entitled to, and shall, rely solely on representations and warranties made in a definitive agreement, if any, relating
to the Relationship.
7. No
Reverse Engineering. Recipient shall not modify, reverse engineer, decompile, create other works from or disassemble any software
programs contained in the Confidential Information of Discloser unless permitted in writing by Discloser.
8. No
Publicity. Neither party shall, without the prior consent of the other party, disclose to any other person the fact that Confidential
Information of Discloser has been and /or may be disclosed under this Agreement, that discussions or negotiations are taking place between
the parties, or any of the terms, conditions, status or other facts with respect thereto, except as required by law and then only with
prior notice as soon as possible to the other party.
9. Notice
of Compelled Disclosure. In the event that Recipient or any person to whom they or their representatives transmit or have transmitted
Confidential Information become legally compelled (by oral questions, interrogatories, requests for information or documents, subpoenas,
civil investigative demands or otherwise) to disclose any such Confidential Information, the Recipient shall provide the Discloser with
prompt written notice so that the Discloser may seek a protective order or other appropriate remedy, or both, or waive compliance with
the provisions of this Agreement. In the event that the Discloser is unable to obtain a protective order or other appropriate remedy,
or if it so directs the Recipient, the Recipient shall furnish only that portion of the Confidential Information that the Recipient is
advised by written opinion of its counsel is legally required to be furnished by it and shall exercise its reasonable best efforts to
obtain reliable assurance that confidential treatment shall be accorded such Confidential Information.
10. Regulation
FD. Recipient understands that Discloser’s Confidential Information as well as the existence of the discussions concerning
the Relationship and the terms of the Relationship being contemplated by the parties may be deemed material non-public information and
Recipient shall not trade in the stock of Discloser while Recipient is in possession of any material non-public information conveyed
hereunder.
11. Common
Interest Agreement. To the extent that any Confidential Information provided or made available hereunder may include material
subject to the attorney-client privilege, work product doctrine or any other applicable privilege concerning pending or threatened legal
proceedings or governmental investigations, Recipient and Discloser understand and agree that they have a commonality of interest with
respect to such matters and it is their desire, intention and mutual understanding that the sharing of such material is not intended
to, and shall not, waive or diminish in any way the confidentiality of such material or its continued protection under the attorney-client
privilege, work product doctrine or other applicable privilege. All Confidential Information provided or made available by Discloser
that is entitled to protection under the attorney-client privilege, work product doctrine or other applicable privilege shall remain
entitled to such protection under these privileges, this Agreement, and under the joint defense doctrine. Nothing in this Agreement obligates
Discloser to reveal material subject to the attorney-client privilege, work product doctrine or any other applicable privilege.
12. Term.
The foregoing commitments of each party shall survive any termination of the Relationship between the parties, and shall continue
for a period terminating five (5) years from the date on which Confidential Information is last disclosed under this Agreement, except
with respect to Confidential Information of the Discloser that constitutes a trade secret under applicable law, in which case, such obligations
of Recipient shall continue until such Confidential Information becomes publicly known or made generally available through no action
or inaction of the Recipient.
13. Independent
Contractors. The parties are independent contractors, and nothing contained in this Agreement shall be construed to constitute
the parties as partners, joint venturers, co-owners or otherwise as participants in a joint or common undertaking.
14. Remedies.
Each party’s obligations set forth in this Agreement are necessary and reasonable in order to protect Discloser and its business.
Due to the unique nature of Discloser’s Confidential Information, monetary damages may be inadequate to compensate Discloser for
any breach by Recipient of its covenants and agreements set forth in this Agreement. Accordingly, the parties each agree and acknowledge
that any such violation or threatened violation may cause irreparable injury to Discloser and , in addition to any other remedies that
may be available, in law, in equity or otherwise, Discloser shall be entitled to obtain injunctive relief against the threatened breach
of this Agreement or the continuation of any such breach by Recipient.
15. Miscellaneous.
(a) Governing
Law; Jurisdiction. The validity, interpretation, construction and performance of this Agreement, and all acts and transactions
pursuant hereto and the rights and obligations of the parties hereto shall be governed, construed and interpreted in accordance with
the laws of the state of Florida, without giving effect to principles of conflicts of law. Each of the parties hereto consents to the
exclusive jurisdiction and venue of the courts of the state courts located Hillsborough County, Florida and the federal courts located
in the Middle District of Florida.
(b) Entire
Agreement. This Agreement sets forth the entire agreement and understanding of the parties relating to the subject matter herein
and supersedes all prior or contemporaneous discussions, understandings and agreements, whether oral or written, between them relating
to the subject matter hereof.
(c) Amendments
and Waivers. No modification of or amendment to this Agreement, nor any waiver of any rights under this Agreement, shall be effective
unless in writing signed by the parties to this Agreement. No delay or failure to require performance of any provision of this Agreement
shall constitute a waiver of that provision as to that or any other instance.
(d) Successors
and Assigns. Except as otherwise provided in this Agreement, this Agreement, and the rights and obligations of the parties hereunder,
will be binding upon and inure to the benefit of their respective successors, assigns, heirs, executors, administrators and legal representatives.
The Company may assign any of its rights and obligations under this Agreement. No other party to this Agreement may assign, whether voluntarily
or by operation of law, any of its rights and obligations under this Agreement, except with the prior written consent of the Company.
Notwithstanding the foregoing, Confidential Information of Discloser may not be assigned without the prior written consent of Discloser,
unless the assignee shall be the successor entity to the assignor upon the dissolution of the assignor in its present form.
(e) Notices.
Any notice, demand or request required or permitted to be given under this Agreement shall be in writing and shall be deemed sufficient
when delivered personally or by overnight courier or sent by email, or 48 hours after being deposited in the U.S. mail as certified or
registered mail with postage prepaid, addressed to the party to be notified at such party’s address as set forth on the signature
page, as subsequently modified by written notice, or if no address is specified on the signature page, at the most recent address set
forth in the Company’s books and records.
(f) Severability.
If one or more provisions of this Agreement are held to be_unenforceable under applicable law, the parties agree to renegotiate such
provision in good faith. In the event that the parties cannot reach a mutually agreeable and enforceable replacement for such provision,
then (i) such provision shall be excluded from this Agreement, (ii) the balance of the Agreement shall be interpreted as if such provision
were so excluded and (iii) the balance of the Agreement shall be enforceable in accordance with its terms.
(g) Construction.
This Agreement is the result of negotiations between and has been reviewed by each of the parties hereto and their respective counsel,
if any; accordingly, this Agreement shall be deemed to be the product of all of the parties hereto, and no ambiguity shall be construed
in favor of or against any one of the parties hereto.
(h) Counterparts.
This Agreement may be executed in any number of counterparts, each of which when so executed and delivered shall be deemed an original,
and all of which together shall constitute one and the same agreement.
The
parties have executed this Mutual Nondisclosure Agreement as of the date first above written.
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THE
COMPANY: |
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TRXADE
HEALTH, INC. |
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Name: |
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Address: |
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Trxade
Health, Inc.
P.O.Box 1186
Land
O’Lakes, Florida 34639 |
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COUNTERPARTY: |
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