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EXHIBIT 10.2
NATURAL HEALTH
TRENDS CORP.
NON-COMPETITION AND
PROPRIETARY RIGHTS
--------------------------------------
ASSIGNMENT
AGREEMENT
--------------------
Employee's Name: Gernot Senke ("Employee")
Date: January 3, 2007
In consideration of Employee's
employment by or other similar
relationship with 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 Letter Agreement
dated as of the date hereof by and
between the Company and the
Employee, the Employee hereby agrees with
the Company as follows:
1. Confidential Information. During the
term of this Agreement
and in the course of Employee's performance of services for the Company,
Employee 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 Employee's part,
generally known to the public; information that was rightfully in Employee's
possession without confidentiality restriction prior to the Company's
disclosure
to Employee; information that was rightfully obtained by Employee from a third
party who has the right, without obligation to the Company, to transfer or
disclose such information; or information which Employee is required to
disclose
pursuant to judicial order, provided that in the latter case Employee 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
Employee's relationship with the Company and after the termination thereof,
Employee 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. Employee further agrees
that Employee 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. Employee 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
Employee's services for any reason, or upon demand by the Company at any time,
<PAGE>
Employee's right to use Confidential Information shall immediately terminate,
and Employee shall return promptly to the Company, or destroy, at the Company's
option, all tangible and electronic materials that disclose or embody
Confidential Information.
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
Employee
during the term of this Agreement that (i)
results from
Employee's performance of services for
the Company,
(ii) is related to the business of the
Company or
(iii) is based upon the use of
Confidential
Information.
(b) Employee agrees to promptly disclose to
the Company
in writing all
Work Product upon the development,
conception or
creation thereof by Employee, as well
as, at any
time, upon the request of the Company.
(c) Employee agrees that all Work Product
shall be the
sole and
exclusive property of the Company, and does
hereby irrevocably and
unconditionally transfer and
assign to the
Company, its successors and assigns,
all right,
title and interest it may have or acquire
in or to any
Work Product, including all Intellectual
Property
Rights therein. Employee further agrees that
any and all
works of authorship created, authored or
developed by
Employee hereunder shall be deemed to be
"works
made for hire" within the meaning of the
United States
copyright law and, as such, all rights
therein
including copyright shall belong solely and
exclusively to
the Company from the time of their
creation. To
the extent any such work of authorship
may not be
deemed to be a work made for hire,






