CONFIDENTIAL INFORMATION AND ASSIGNMENT OF INVENTIONS AGREEMENT

Exhibit 10.2

CONFIDENTIAL INFORMATION AND
ASSIGNMENT OF INVENTIONS AGREEMENT

     This Agreement is made as of the                      day of                     ,      , between OrthoLogic, Corp., a Delaware corporation with its principal place of business in Arizona (the “Company”), and                                          (the “Individual”).

RECITALS

     A. The Individual is engaged by the Company, or is about to be engaged by the Company, as its                                         (the “Engagement”).

     B. The Individual has been, or will be, given access by the Company to confidential and proprietary information of the Company.

     C. The Company has retained the Individual pursuant to the terms of                                                             .

AGREEMENTS

     IN CONSIDERATION of the foregoing and other valuable consideration, the receipt and sufficiency of which are hereby acknowledged, the Individual and the Company agree as follows:

     1. Nondisclosure of Proprietary Information. The Company invents, develops, manufactures and markets processes and products that involve experimental or inventive work. The Company’s success depends upon the protection of these processes and products by patent or by secrecy. The Individual has had, or may have, access to the Company’s “Proprietary Information.” Access to this Proprietary Information is given to the Individual only if the Individual agrees to keep that information secret as follows:

          (a) “Proprietary Information” shall mean: (i) any and all methods, inventions, improvements, information, data or discoveries, whether or not patentable, relating to the business or operations of the Company that are secret, proprietary, confidential or generally undisclosed, (including information originated or provided by the Individual during the term of the Engagement) in any area of knowledge, including information concerning trade secrets, processes, software, products, patents, inventions, formulae, apparatus, techniques, technical data, improvements, specifications, servicing, attributes and relative attributes relating to any of the Company’s equipment, devices, processes or products; and (ii) if and to the extent maintained as confidential by the Company, the identities of the Company’s customers and potential customers (“Customers”) including Customers the Individual successfully cultivates or maintains during his Engagement using the Company’s products, name or infrastructure; the identities of contact persons at Customers; the preferences, likes, dislikes and technical and other requirements of Customers and contact persons with respect to product types, pricing, sales calls, timing, sales terms, rental terms, lease terms, service plans, and other marketing terms and techniques; the Company’s business methods, practices, strategies, forecasts, know-how, pricing, and marketing plans and techniques; the identity of key accounts; the identity of potential key accounts; and the identities of the Company’s key Patient Service Representatives and employees. Notwithstanding the foregoing, Proprietary Information shall not be deemed to include (i) information that was known to the

Individual prior to the Engagement with the Company; or (ii) information that is or hereafter becomes publicly available or known to the general public without a breach or fault on the part of the Individual; or (iii) information that is made available to third parties by the Company without restrictions on disclosure; or (iv) information that is rightfully received by the Individual subsequent to the termination of the Engagement from a third party without any obligation of confidentiality, or (v) information that is independently developed by the Individual subsequent to the termination of the Engagement without the use of Proprietary Information; or (vi) information that the Individual is requested or required to disclose by a court, by governmental action or otherwise in connection with legal proceedings (by oral question, interrogatories, requests for information or documents, subpoena, civil investigative demand or similar process), provided the Individual gives the Company reasonable notice of such request or requirement so that the Company may seek a protective order, if appropriate.

          (b) The Individual acknowledges that the Company has exclusive property rights to all Proprietary Information and the Individual hereby assigns all rights he might otherwise possess in any Proprietary Information to the Company. Except as required in the performance of the duties of his Engagement with the Company or as otherwise permitted pursuant to this Agreement, the Individual will not at any time during or after the term of his Engagement, without the prior written consent of the Company, directly or indirectly use, communicate, disclose, disseminate, lecture upon, publish articles or otherwise put in the public domain, any Proprietary Information.

          (c) All documents, records, notebooks, notes, memoranda, data bases, and similar repositories containing Proprietary Information made or compiled by the Individual at any time, including any and all copies thereof, are and shall be the property of the Company, shall be held by him in trust solely for the benefit of the Company, and shall be delivered to the Company by him on the termination of his Engagement or at any other time upon the request of the Company.

          (d) The Individual agrees to certify in writing at or before final termination of the Engagement that the Individual no longer has in the Individual’s possession, custody or control of any copies of any business documents generated at or relating to the Company nor any Proprietary Information, whether in hard copy, on a computer&