Non Disclosure Agreement Example

Exhibit 10.3

NON-DISCLOSURE AND

NON-SOLICITATION AGREEMENT

This Non-Disclosure and Non-Solicitation Agreement (this “Agreement”) is made this 4th day of April 2007, by and between BioVeris Corporation, its present and former subsidiaries, affiliated divisions and companies, successors, and assigns (collectively, “BioVeris”) and Samuel J. Wohlstadter (“SJW”). BioVeris and SJW may hereinafter be referred to individually as a “Party” and collectively as the “Parties.”

WHEREAS, BioVeris entered into an ECL Asset Transfer Agreement, dated the date hereof, with Mott Street Acquisition II, LLC (“Newco”) (“ECL Transfer Agreement”), pursuant to which, among other things, BioVeris will grant to Newco the ECL License Agreement, included as an Exhibit thereto (“ECL License Agreement”); and

WHEREAS, in connection with entering into the ECL Transfer Agreement, BioVeris has requested SJW to enter into certain confidentiality and non-solicitation arrangements in order to protect valuable BioVeris assets; and

WHEREAS, SJW is willing to enter such arrangements on the terms and conditions set forth herein;

NOW, THEREFORE, in consideration of the recitals set forth above, the premises and mutual promises made herein, and for other valuable consideration, the receipt and adequacy of which hereby are acknowledged, the Parties agree as follows:

1.1            Capitalized terms used herein and not otherwise defined herein shall have the meaning ascribed thereto in the ECL License Agreement.

1.2            The term “Business” as used herein shall mean developing and marketing biological detection systems based on ECL Technology, and related services to clients.

1.3            The term “Confidential or Proprietary Information” as used herein shall mean any and all information not in the public domain, in any form, owned by BioVeris and relating to ECL Technology and treated as confidential by BioVeris. Confidential or Proprietary Information shall also mean information not in the public domain owned by another company and entrusted to BioVeris in the course of business or research while BioVeris is subject to a confidentiality obligation with respect thereto. Confidential or Proprietary Information may include Trade Secrets (as defined below).

1.4            The term “Customer” as used herein shall mean those clients, customers, persons or entities (as well as their subsidiaries and/or affiliates) who have purchased goods or services

from BioVeris, or who have contacted BioVeris or been contacted or solicited by BioVeris for the purchase of goods or services, within the 24 months preceding the date hereof.

1.5            The term “Trade Secrets” shall mean information including a formula, pattern, compilation, program, device, method, technique, or process owned by BioVeris and relating to ECL Technology that: (a) derives independent economic value, actual or potential, from not being generally know to, and not being readily ascertainable by proper means by, other person who can obtain economic value from its disclosure or use; and (2) is the subject of efforts that are reasonable under the circumstances to maintain its secrecy, and as may be hereafter modified by the Maryland Trade Secrets Act.

2.1.           Protection of Trade Secrets and Confidential or Proprietary Information . SJW agrees to be bound by the following restrictions:

2.1.1        SJW will hold in confidence and not use, reproduce, distribute, transmit, reverse engineer, decompile, disassemble, or transfer, directly or indirectly, in any form, by any means, or for any purpose, Trade Secrets and/or Confidential or Proprietary Information or any portion thereof, other than as permitted by the ECL License Agreement, without the prior written consent of BioVeris.

2.1.2        SJW acknowledges and agrees that his obligations under this Agreement with respect to Trade Secrets shall remain in effect for as long as such information shall remain a trade secret under applicable law. SJW further acknowledges and agrees that his obligations with respect to Confidential or Proprietary Information shall remain in effect until such time the Confidential or Proprietary Information enters the public domain other than by a breach of this Agreement by SJW.

3.1.1       Prior to the date hereof he has not, and prior to the Effective Time he will not, assign, transfer or convey to any third party any intellectual property rights with respect to ECL Technology conceived of and owned by him prior to the Effective Time (“SJW IP Rights”); and

3.1.2       He will not directly or indirectly assert, authorize, pursue or induce any third party to assert or pursue, assist or cooperate with any third party in asserting or pursuing, or seek to obtain any recovery with respect to any legal or equitable cause of action, suit, claim, defense, offset, counterclaim, cross-claim or pleading or other proceeding of any sort whatsoever, participate in any proceeding or action, or make any allegations agai