Nondisclosure and Noncompete Agreement between BioDrain Medical, Inc. and Lawrence W. Gadbaw

Contract Categories: Human Resources › Non-Competition Agreements
Summary

This agreement is between BioDrain Medical, Inc. and Lawrence W. Gadbaw, who serves as Executive Vice President of Corporate Development. Mr. Gadbaw agrees not to disclose the company's confidential information and to take steps to protect it. While employed, he will not compete with the company, and for two years after leaving (unless the company breaches the agreement), he will not work for or own a competing medical device business focused on fluid management. The agreement is signed by both parties and is effective as of October 18, 2006.

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EX-10.5 19 biodrain084564_ex10-5.htm FORM OF NONDISCLOSURE AND NONCOMPETE AGREEMENT BY AND BETWEEN REGISTRANT / GADB Exhibit 10.5 to Biodrain Medical, Inc. Form S-1

Exhibit 10.5

Exhibit A

 

NONDISCLOSURE AND NONCOMPETE AGREEMENT

 

Nondisclosure and Noncompetition.

 

(a) At all times while this agreement is in force and after its expiration or termination, Lawrence W. Gadbaw (“Employee”) agrees to refrain from disclosing BioDrain Medical, Inc.’s (“Company”) customer lists, trade secrets, or other confidential material. Employee agrees to take reasonable security measures to prevent accidental disclosure and industrial espionage.

 

(b) While this agreement is in force, Employee agrees to use his best efforts to carry out the position of Executive Vice President of Corporate Development and to abide by the nondisclosure and noncompetition terms of this agreement. After expiration or termination of this agreement, Mr. Gadbaw agrees not to compete with Company for a period of two (2) years. This prohibition will not apply if this agreement is terminated because Company violated the term of this agreement.

 

Competition means owning or working for a business of the following type: medical device dedicated to fluid management in medical environments to include, but not be limited to, operating rooms, emergency rooms, day surgery center, patient rooms, ambulances.

 

IN WITNESS WHEREOF, BioDrain Medical, Inc. and Lawrence W. Gadbaw have signed this agreement.

 

BIODRAIN MEDICAL, INC.

 

By


Its

CFO

 

 

 


 

Lawrence W. Gadbaw

 

 

Date:

10-18-06