EXHIBIT 6.4
WORLD DIAGNOSTICS, INC.
CONFIDENTIALITY AGREEMENT
THIS CONFIDENTIALITY AGREEMENT (Agreement) is entered into on August 18,
1999 between World Diagnostics, Inc. and its affiliated companies (collectively
the Company), and Xxxxxxx Xxxxxxx.
In consideration of the commencement of the Employee's employment and the
compensation paid to the employee. Employee hereby acknowledges and agrees with
the Company as follows:
The Agreement shall become effective on the earlier of (1) commencement of
the Employee's employment with the Company or (2) the date and time at which any
confidential information is first disclosed to the Employee.
1. Confidential Information. The Company has and will develop compile, and own
certain proprietary techniques and confidential information that have great
value in its business (said techniques and information are referred to in
this Agreement collectively as Confidential Information). The Company has
and will have Confidential Information of its clients. (Clients shall mean
any persons or entities for whom the Company performs services or to whom
the Company sells products, or from whom the Company or the Employee
obtains information.) Confidential Information includes not only
information disclosed by the Company or its Clients to Employee in the
course of his or her employment, but also information developed or learned
by the Employee during the course of his or her employment with the
Company, such as inventions or other proprietary know-how. Confidential
Information is to be broadly defined. Confidential Information includes all
information that has or could have commercial value or other utility in the
business in which the Company or Clients are engaged or in which they
contemplate engaging. Confidential Information also includes all
information, of which the unauthorized disclosure could be detrimental to
the interests of the Company or Clients, whether or not such information is
identified as Confidential Information by the Company or Clients. By
example, and without limitation, Confidential Information includes any and
all information concerning teaching techniques, processes, formulas, trade
secrets, inventions, discoveries, improvements, research or development and
test results, specifications, data, know-how, formats, marketing plans,
business plans, strategies, forecasts, unpublished financial information,
budgets, projections, and customer and supplier identities, characteristics
and agreements.
2. Protection of Confidentiall information. Employee agrees that at all times
during or after his or her employment with the Company. he or she will hold
in trust, keep confidential, and not disclose to any third party or make
any use of the Confidential Information of the Company or Clients except
for the benefit of the Company or Clients, and in the course of his or her
employment with the Company. Employee further agrees not to cause the
transmission, removal, or transport of Confidential Information or
inventions from the Company's principal place of business specified by the
Company at 00000 XX 00xx Xxxxxx, Xxxxxxx. Xxxxxxx, or such other place as
of business specified by the Company, without prior written approval of the
President of the Company.
3. Non-competition during employment. Except with the express prior written
consent of the President of the Company, Employee agrees that he or she
will not, during the period of his or her employment with the Company; (1)
engage in any employment or activity other than for the Company in any
business in which the Company is engaged or contemplates being engaged; (2)
induce any other employee of or consultant to the Company to engage in any
such employment activity; or (3) solicit any Clients or potential Clients
of the Company for services similar to those performed by the Company even
though not directly competitive with such services.
4. Delivery of Documents and Data on Termination of Employment. In the event
of termination (voluntary or otherwise) of Employee's employment with the
Company. Employee agrees, promptly and without request, to deliver to and
inform the Company of all documents and data pertaining to his or her
employment and the Confidential Information and inventions of the Company
or Clients, whether prepared by the Employee or otherwise coming into his
or her possession or control. Employee will not retain any written or other
tangible material containing any information concerning or disclosing any
of the Confidential Information or inventions of the Company or Clients.
5. Attorney's Fees. If any action is necessary to enforce this Agreement, the
prevailing party shall be entitled to recover its attorney's fees and
costs.
6 Understanding. Employee acknowledges and agrees that the protection set
forth in this Agreement is a material condition to his or her of employment
with and compensation by the Company.
7 Amendment and Binding Effect. This Agreement may not be amended except by
an instrument in writing signed by both parties. This Agreement shall be
binding on the heirs, executors, administrators,
and other legal representatives and assigns of Employee, and is for the
benefit of the Company and its successors and assigns.
8. Governing Law. This Agreement shall be governed by the laws of the State of
Florida.
9. Entire Understanding. This Agreement expresses the entire understanding of
the parties about the described subject matter.
10. Severability. If a court finds any protection of this Agreement invalid
or unenforceble as appiled to any circumstance, the remainder of this
Agreement and the application of such provision to other persons or
circumstances shall be interpreted so as best to effect the intent of the
parties hereto. The parties further agree to replace any such void or
unenforceable provision of this Agreement with a valid and enforceable
provision that will achieve, to the extent possible, the economic,
business, and other purposes of the void or unenforceable provision.
11 Employment at Will. Employment and compensation can be terminated, with or
without cause, and with or without notice, at any time, at the option of
the Company or the Employee. Nothing contained in this Confidentiality
Agreement shall limit or otherwise alter the foregoing.
By /s/ Xxxxxxx Xxxxxxx
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Xxxxxxx Xxxxxxx
Address for Notification:
00000 XX 00xx Xxx
Xxx # 000
Xxxxx Xxxxx Xxxxx, XX 00000
By /s/ Xxx Xxxxxx
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Xxx Xxxxxx, President
Dated: 08/30/1999
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