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NonDisclosure Agreement NDA

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Date: 10/5/2009
Industry: Waste Management Services     Sector: Services

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THIS LETTER AGREEMENT (“AGREEMENT), made and entered into effective on September 22, 2009 by and between Sharps Compliance Corp., a Delaware corporation, having its principle office at 9220 Kirby Drive, Suite 500, Houston, TX 77054 (hereinafter referred to as the “Company”), and Scott T. Freeman (hereinafter referred to as the “Employee”) is a supplement to the binding offer letter entered into between The Company and Employee, a copy of which is attached as an Exhibit.




For and in consideration of the mutual promises and covenants herein contained, and other good and valuable consideration, the receipt and sufficiency of which are hereby acknowledged, the Company and Employee agree as follows:





Employee acknowledges that in and as a result of his employment, he will be making use of, acquiring, and/or adding to confidential information of a special and unique nature and value relating to such matters as the Company's trade secrets, systems, procedures, manuals, confidential reports, and lists of clients, ("Confidential Information"). As a material inducement to the Company to enter into this Agreement and to pay to Employee the compensation and benefits stated herein, Employee covenants and agrees that he shall not, at any time during or for three (3) years following the term of his employment, directly or indirectly, divulge or disclose for any purpose whatsoever any Confidential Information that has been obtained by, or disclosed to, him as a result of his employment by the Company. In the event of a breach or threatened breach by Employee of any of the provisions of this paragraph, the Company, in addition to and not in limitation of, any other rights, remedies, or damages available to the Company at law or in equity, shall be entitled to a permanent injunction in order to prevent or restrain any such breach by Employee or Employee's partners, agents, representatives, servants, employers, employees, and/or any and all persons directly or indirectly acting for or with him. This section shall not apply to the extent information, (i) is generally available to the public or otherwise was part of public domain at the time of disclosure, (ii) became generally available to the public after disclosure through no act or omission of Employee, (iii) was disclosed to Employee by a third party who had no obligation to restrict disclosure, and (iv) Employee can show that such information was independently developed by Employee without use of any Confidential Information.




Employee acknowledges that the services he is to render are of a special and unusual character with a unique value to the Company, the loss of which cannot adequately be compensated by damages in an action at law. In view of the unique value to the Company of the services of Employee for which the Company has contracted hereunder, because of the confidential information Company

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