EXHIBIT 10.2
NATURAL HEALTH TRENDS CORP.
NON-COMPETITION AND PROPRIETARY RIGHTS
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ASSIGNMENT AGREEMENT
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Employee's Name: John
Cavanaugh
("Employee")
Date: December 8,
2006
In consideration of Employee's continued employment by or other
similar
relationship with MarketVision Communications Corp.
("MarketVision"), a
wholly-owned subsidiary of Natural Health Trends Corp. (together
with
MarketVision and all of its other subsidiaries, successors and
assigns,
the "Company") and in consideration for and as a condition to
the
transactions contemplated by that certain Employment Agreement
dated as
of the date hereof by and between MarketVision and Employee
(the
"Employment Agreement"), 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 the Employment Agreement,
and further
agrees not to remove any proprietary rights legend from such
Confidential
<PAGE>
Information or copies thereof made in accordance with this
Agreement. Employee
will not erase, discard or destroy any tangible or electronic
materials that
disclose or embody Confidential Information without specific
instructions from
the Company to do so.
Upon termination of Employee's services for any reason, or upon
demand
by the Company at any time, 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.
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(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 Employee 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, Employee agrees to, and does hereby,
irrevocably and unconditionally transfer and assign
to the Company all right, title, and interest
including copyright in and to such work.
2
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(d) Upon
request by the Company, Employee agrees to
execute and deliver all such documents, certificates,
assignments and other writings, and take such other
actions, as may be necessary or desirable to vest in
the Company ownership in all Work Product as provided
in this Section 2, including, but not limited to, the
execution and delivery of all applications for
securing all United States and foreign patents,
copyrights and other Intellectual Property Rights
relating to Work Product. The Company shall reimburse
Employee for any reasonable expenses incurred by
Employee at the Company's request to secure title or
legal protection on the Company's behalf for any such
Work Product. In the event that the Company is unable
to secure Employee's signature to any document, or if
Employee otherwise fails to take any action deemed
necessary by the Company to protect or maintain the
Company's ownership of Work Product and Intellectual
Property Rights therein, then the Company may, and
Employee hereby irrevocably designates and appoints
the Company and its duly authorized officers and
agents as Employee's agent and attorney-in-fact to
act on and in Employee's behalf and stead to, execute
and file any such applications and perform all other
lawfully permitted acts to perfect Employee's
assignment and transfer of ownership rights to the
Company with the same legal force
