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EXHIBIT 10.7
NATURAL HEALTH
TRENDS CORP.
RESTRICTED ACTIVITY
AND PROPRIETARY RIGHTS
------------------------------------------
ASSIGNMENT
AGREEMENT
--------------------
Consultant's Name: Terry L.
LaCore ("LaCore")
Date: October 31, 2006
In consideration of LaCore's
engagement by Natural Health Trends Corp.
(including their subsidiaries,
successors and assigns, the "Company")
and in consideration for and as
a condition to the transactions
contemplated by that certain
Agreement dated as of the date hereof by
and between the Company, Mark D.
Woodburn and LaCore, LaCore hereby
agrees with the Company as
follows:
1. Confidential Information. LaCore may
have received or may
receive and otherwise be exposed to confidential or competitively sensitive
information of the Company, or of a third party with which the Company has a
business relationship, relating to the Company's or such third party's current
or prospective business, research and development activities, products,
technology, strategy, organization and/or finances (collectively,
"Confidential
Information"). Such Confidential Information, which may be disclosed
orally or
in writing, shall include, without limitation, Technology (as defined in
Section
2(a)), Work Product (as defined in Section 2(a)), plans, strategies,
negotiations, customer or prospect identities, market analyses, projections,
forecasts, cost and performance data, sales data, financial statements, price
lists, pre-release information regarding the Company's products, personnel
lists
and data, and all documents and other materials (including any notes, drawings,
reports, manuals, notebooks, summaries, extracts or analyses), whether in
written or electronic form, that disclose or embody such Confidential
Information.
Confidential Information shall
not include information that is now, or
hereafter becomes, through no act or failure to act on LaCore's part, generally
known to the public; information that was rightfully in LaCore's possession
without confidentiality restriction prior to the Company's disclosure to
LaCore;
information that was rightfully obtained by LaCore from a third party who has
the right, without obligation to the Company, to transfer or disclose such
information; or information which LaCore is required to disclose pursuant to
judicial order, provided that in the latter case LaCore shall promptly notify
the Company and take reasonable steps to assist the Company in protecting the
Company's rights prior to disclosure. At all times, both during LaCore's
relationship with the Company and after the termination thereof, LaCore will
keep all Confidential Information in strict confidence; will not use
Confidential Information except for the purpose of providing services to the
Company; and will not divulge, publish, disclose or communicate Confidential
Information, in whole or in part, to any third party. LaCore further agrees
that
LaCore will not allow any unauthorized person access to Confidential
Information, either before or after the termination of this Agreement, and will
take all action reasonably necessary and satisfactory to the Company to protect
the confidentiality of Confidential Information. LaCore agrees not to reproduce
or copy by any means Confidential Information, except as reasonably required to
accomplish the purposes of this Agreement, and further agrees not to remove any
proprietary rights legend from such Confidential Information or copies thereof
made in accordance with this Agreement. Upon termination of LaCore's services
for any reason, or upon demand by the Company at any time, LaCore's right to
use
Confidential Information shall immediately terminate, and LaCore shall return
promptly to the Company, or destroy, at the Company's option, all tangible and
electronic materials that disclose or embody Confidential Information.
<PAGE>
2. Assignment of Work Product.
--------------------------
(a) For purposes of this Agreement:
"Technology" shall
mean all
ideas, concepts, inventions, discoveries,
developments,
creations, methods, techniques,
processes,
machines, products, devices, compositions
of matter,
improvements, modifications, designs,
systems,
specifications, schematics, formulas, mask
works, works
of authorship, software, algorithms,
data and
know-how, whether or not patentable or
copyrightable, and all related notes,
drawings,
reports,
manuals, notebooks, summaries, memoranda and
other
documentation; "Intellectual Property Rights"
shall mean all
worldwide intellectual property rights
including,
without limitation, all rights relating to
the protection
of inventions, including patents,
patent
applications and certificates of invention;
all rights
associated with works of authorship,
including
copyrights and moral rights; all rights
relating to
the protection of trade secrets and
confidential information;
all rights related to the
protection of
trademarks, logos and service marks;
any rights
analogous to those set forth herein, and
all other
proprietary rights related to intangible
property; and
"Work Product" shall mean any and all
Technology
made, conceived, designed, created,
discovered,
invented or reduced to practice by LaCore
during the
term of this Agreement that (i) results






