Sample Business Contracts

Confidentiality and Non-Disclosure Agreement - BriteSmile Inc.

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         This Confidentiality and Non-Disclosure Agreement is between
BriteSmile, Inc. ("BriteSmile") and ___________________ ("Employee/Consultant").


         BriteSmile  is a  nationwide  provider of an advanced  tooth  whitening
procedure. In this regard,  BriteSmile has developed tooth whitening technology,
and manages BriteSmile tooth whitening centers.
         In consideration  of this Agreement and of BriteSmile's  promise of new
or continued  employment or service,  and the covenants and conditions contained
herein, and other valuable and sufficient  consideration,  the adequacy of which
is hereby acknowledged, the parties to this Agreement agree as follows:
         1.       Covenant of Confidentiality and Non-Disclosure.
                  a. In order for Employee/Consultant to provide, or to continue
         to provide,  services to BriteSmile,  BriteSmile has provided and/or is
         required to provide  Employee/Consultant with certain trade secrets and
         proprietary information of BriteSmile ("Proprietary Information").
                  b. As used in this Agreement, the term Proprietary Information
         is defined to include:  (i) all  software,  computer  programs,  source
         code, object code, system  documentation,  user  documentation,  system
         designs,  program  materials,   screen  displays,   manuals,  operation
         processes, equipment design, product specifications, written materials,
         documentation,  data and  information  regarding  products or services,
         whether finished, under development or being tested, whether any or all
         of the foregoing are in tangible, magnetic, digital or other form; (ii)
         concepts, methods, techniques, formats, patterns, compilations,


         programs, devices, designs, technology, equipment, formulas, processes,
         packaging,  testing,  information,  data, systems,  operations,  ideas,
         research,  improvements,  inventions,  discoveries and know-how;  (iii)
         information relating to BriteSmile's  customers,  accounts,  suppliers,
         distributors,   marketing   activities   or  plans,   business   plans,
         distribution,  pricing, financial matters, financial statements, or any
         information   revealed  to   BriteSmile  by  third  parties  under  any
         confidentiality agreement,  understanding or duty; and (iv) information
         generally regarded as confidential in the industry or business in which
         BriteSmile is engaged, which are or shall be owned, developed, used by,
         related  to or  arise  from  BriteSmile,  its  businesses,  activities,
         investigations,  work  of  its  employees  or  agents,  utilization  of
         equipment,  supplies,  facilities or information, now or in the future,
         whether or not published, patented, copyrighted, registered or suitable
                  c.   Employee/Consultant    acknowledges   that   BriteSmile's
         Proprietary  Information  is  valuable,   special  and  unique  to  its
         business;  that it is not widely known; and that BriteSmile's  business
         depends on such Proprietary Information.
                  d. Employee/Consultant acknowledges that BriteSmile has taken,
         and continues to take,  reasonable  and necessary  steps to protect its
         Proprietary  Information and keep it confidential,  including requiring
         him/her to sign this Agreement.
                  e.       Based on the foregoing, Employee/Consultant agrees as
                           (i)   All rights to  Proprietary  Information are and
                  shall remain the sole property of and in control of
                           (ii)  Except  as  required  by  applicable  law or as
                  authorized  in writing  by  BriteSmile's  Board of  Directors,
                  he/she   will  keep   BriteSmile's   Proprietary   Information

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                           (iii)  Except as  required  by  applicable  law or as
                  authorized  in writing  by  BriteSmile's  Board of  Directors,
                  he/she  will not,  at any time:  (a)  reproduce  or copy;  (b)
                  disclose or  transfer;  (c) aid  encourage  or allow any other
                  person,  business or entity to gain  possession  or access to;
                  (d) use, sell, or exploit; or (e) encourage or allow any other
                  person,  business or entity to use,  sell or  exploit,  any of
                  BriteSmile's Proprietary Information;
                           (iv)  He/she  will not or  disclose  any  information
                  received  by  BriteSmile  from a third  party  for the  period
                  required by any  confidentiality  agreement,  understanding or
                  duty between BriteSmile and the relevant third party; and
                           (v) He/she will notify future employers and customers
                  of the terms of this  provision  and his/her  responsibilities
         2. Injunctive Relief.  Employee/Consultant agrees that irreparable harm
shall be  presumed  in the event of any breach of this  Agreement,  and  further
agrees that in  connection  with any such breach,  damages would be difficult if
not  impossible to ascertain,  and the faithful  observance of all terms of this
Agreement is an essential  condition to employment  or service with  BriteSmile.
Furthermore,  Employee/Consultant  agrees  that this  Agreement  is  intended to
protect the  proprietary  rights of BriteSmile in important ways, and the threat
of any misuse of the technology of BriteSmile would be extremely harmful because
of the  importance  of  that  technology.  In  light  of  these  considerations,
Employee/Consultant   agrees  that  any  court  of  competent  jurisdiction  may
immediately enjoin any breach of this Agreement, upon the request of BriteSmile,
and Employee/Consultant specifically releases BriteSmile from the requirement of
posting  any bond in  connection  with  temporary  or  interlocutory  injunctive
relief, to the extent permitted by law.
         3.       Modification of Agreement by Court.  Employee/Consultant
agrees that if any

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provision of this  Agreement or the  application  thereof is held  invalid,  the
invalidity  shall not affect other  provisions or  applications of the Agreement
which can be given effect without the invalid  provisions or applications and to
this  end  the  provisions  of  the  Agreement  are  declared  to be  severable.
Employee/Consultant  further  agrees  that if any court or  tribunal  refuses to
enforce the restrictive  covenants contained herein,  neither this Agreement nor
any part thereof,  shall be void, and that the particular  restriction deemed to
be unreasonable or unenforceable  shall be reduced or otherwise modified by such
court or tribunal,  but only to the extent  necessary to permit its  enforcement
and only in such court's jurisdiction.  Employee/Consultant  further agrees that
if any  provision  cannot be reduced or  modified to make it  reasonable  and/or
permit its enforcement, that provision shall then be severed from this Agreement
and the  remaining  provisions  shall  be  interpreted  in such a way as to give
maximum validity and enforceability to this Agreement.
         4.  Modification  of Agreement by Parties.  Employee/Consultant  agrees
that  this  Agreement  may  not  be  changed,  modified,  released,  discharged,
abandoned, or otherwise terminated, in whole or in part, except by an instrument
in writing, by both parties.
         5. Term of Agreement.  Employee/Consultant  acknowledges that the terms
of this Agreement shall survive termination of his/her employment.
         6.   Non-Waiver.   Employee/Consultant   agrees  that  the  failure  of
BriteSmile  to take an action under this  Agreement or the waiver of a breach of
this  Agreement  shall not affect  BriteSmile's  rights to  require  performance
hereunder or constitute a waiver of any subsequent breach.
         7. Governing Law.  Employee/Consultant  and BriteSmile  agrees that any
disputes or  controversies  of any kind  relating in any way to this  Agreement,
whether  sounding  in  tort,  contract  or  otherwise,  shall  be  construed  in
accordance with the laws of the United States and the State of California.

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         8.  Forum  Selection.  Employee/Consultant  agrees  that  any  judicial
proceeding related in any way to this Agreement, shall be brought exclusively in
the state or federal courts of the State of California.
         9. Consent to Jurisdiction.  Employee/Consultant  and BriteSmile hereby
consent  to the  jurisdiction  of the state and  federal  courts of the State of
California  and waive any rights to contest the power of the courts of the State
of California to exercise personal jurisdiction over them.
         10. Existing Employment  Agreements.  Employee/Consultant  acknowledges
that the terms of any existing  employment  agreements  remain in full force and
effect to the extent they do not conflict with the terms of this  Agreement,  in
which case the terms of this Agreement shall control.
         12. Headings.  The paragraph headings in this Agreement are for
purposes of convenience  only and shall not limit or otherwise affect any of the
terms hereof.

         13. Attorneys' Fees and Costs.  BriteSmile and Employee/Consultant
agree that in the event of a dispute arising under or related in any way to this
Agreement, the non-prevailing party shall pay all costs and expenses,  including
reasonable  attorneys'  fees,  that may  arise or  accrue  from  enforcing  this
Agreement, obtaining an interpretation of any provision of this Agreement, or in
pursuing any remedy provided by applicable law whether such remedy is pursued or
interpretation is sought by mediation,  arbitration, the filing of a lawsuit, an
appeal, and/or otherwise.

Dated this      day of                  Dated this       day of
           ----                                    -----
             , 2000.                                     , 2000.
-------------                           -----------------

BriteSmile, Inc.

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