Exhibit
10.2


 





 FORM OF 

NON-COMPETITION
AND CONFIDENTIALITY AGREEMENT


 














THIS
AGREEMENT (the “Agreement) is made and entered into this ____ day of _________ by and between TRXADE HEALTH, INC.,
a Florida corporation. (called “TRxADE” or “the Company”), and __________ (called “Employee”).
TRxADE and Employee may together be referred to as “Parties’ or each as a “Party”.




 


BACKGROUND


 


The
Company is engaged in the business of running and operating an online pharmaceutical marketplace that allows independent pharmacists
to save money by comparing prices and purchasing pharmaceuticals directly from providers. This includes obtaining the pricing information
from providers and recruiting Independent Pharmacists to use the online marketplace as well as other related activities (“Business”).


 


The
Company has significant expertise in its Business and has developed and maintains significant confidential information, good will and
relationships with its employees and Business Associates (defined below):


 


The
Company relies heavily on well-trained Employees, the development of good will, and maintaining of Business Associate and employee relationships.


 


The
Company’s value and ability to compete absolutely depends on its ability to maintain long-term relationships with its Business
Associates and employees, and to maintain the confidentiality of its Confidential Information. The Company invests significant resources
in the development of relationships with Business Associates, its employees, its trade secrets, its confidential business information,
and in specialized training for employees. The Company has a legitimate business interest in protecting its investment.


 


The
parties want to work together (or continue working together), and the Company requires this Agreement as part of that employment relationship.
Employee’s at-will employment as an employee or independent contractor is sufficient consideration for this Agreement.


 


Through
employment with the Company, Employee has access to Company Assets. Company Assets include: (i) trade secrets, (ii) valuable confidential
business or professional information, including methods of operation, (iii) names and other information concerning prospective or existing
customers, referral sources, suppliers, agents, independent contractors and other parties with which the Company does business (which
will cumulatively be referred to as “Business Associates”), (iv) the goodwill of the Company’s customers, referral
sources, contractors and other Business Associates, (v) extraordinary or specialized training or education, (vi) other Confidential Information
(defined below); and (vii) Company Employees.


 


Employee
acknowledges the Company’s right and need to protect Company Assets, Employee understands that TRxADE is employing or continuing
to employ him or her in reliance on Employee’s promises in this Agreement.


 




    	 



     


    

 


SPECIFIC
TERMS


 


Therefore,
the Parties hereby agree that the above statements are true and incorporated in this Agreement. This Agreement is made between TRxADE
and Employee as a condition of employment.


 


TRxADE
and Employee further agree as follows:


 


	1.	Loyalty
                                            During Employment. Employee agrees that during employment with the Company, Employee
                                            owes a duty of loyalty to the Company. During employment, Employee will act in the best interest
                                            of the Company and will not take action which is harmful to the Company.
	 	 
	2.	Terms
                                            of Agreement. Employee understands and agrees that this Agreement is fair and reasonable.
                                            This Agreement is independent of any other agreements and applies regardless of the reason
                                            that Employee and the Company may end their relationship.
	 	 
	3.	Non-Solicitation
                                            of Employees. During employment with the Company and for the two year period following
                                            employment with the Company, Employee will not directly or indirectly encourage or solicit
                                            any Company Employee to leave the Company or change his or her employment relationship with
                                            the Company. Employee will not engage in these actions directly or indirectly and will not
                                            do so individually or in any capacity (such as for any company, partnership or otherwise).
                                            “Company Employee” means anyone who worked at the Company when Employee worked
                                            at the Company or during the two years following Employee’s separation from employment.
	 	 
	4.	Non-Solicitation
                                            of Business Associates. During employment with the Company and for the two year period
                                            following employment, with the Company, Employee will not directly or indirectly solicit
                                            any Company Business Associates, including customers, for any business reason. Employee will
                                            not engage in these actions directly or indirectly and will not do so individually or in
                                            any capacity (such as for any company, partnership or otherwise). Company Business Associates
                                            are defined above. Employee agrees that, even after the two year period following separation
                                            from employment, Employee will never use the Company’s customer lists, information,
                                            or property.
	 	 
	5.	Non-Competition.
                                            During the term hereof and for a period of two years immediately following employment, Employee
                                            shall not, directly or indirectly, for itself or on behalf of or in conjunction with any
                                            other person or entity, own, control, operate, be employed by, engage in, participate in,
                                            or have any interest in, the operation of any business or enterprise which is the same or
                                            similar to that of TRxADE, and which is located or operating in the United States of America,
                                            or any other country in which Company does business prior to the termination of employment.



 




    	 



     


    

 


	6.	Confidentiality.
                                            Employee has access to Confidential Information and agrees to keep that information confidential.
                                            Confidential Information can be in any form and includes Company-related financial information,
                                            employee information, legal matters, business operations, marketing and sales strategy and
                                            actions, customer and referral information, technical know-how, and other business information.
                                            Confidential Information includes any information learned by Employee through employment
                                            which relates to the Company and which the Company has not authorized be released to the
                                            general public. The Company may identify additional Confidential Information through policies,
                                            memos, or otherwise.
	 	 
	7.	Company
                                            Property. All documents, information, and intellectual property purchased, possessed
                                            or created by any employee of the Company (including Employee), during employment and relating
                                            to the Company’s Business are owned by and shall be controlled by the Company. Upon
                                            separation from employment with the Company, Employee will immediately stop using all Company
                                            property and will return all copies to the Company.
	 	 
	8.	Enforcement.
                                            Each provision of this Agreement shall be read as broadly as permitted by law, and if the
                                            law would require that any provision be restricted for any reason, it is the Parties’
                                            desire that the Agreement otherwise be enforced to the extent permitted by law,
	 	 
	9.	Remedies.
                                            The terms of this Agreement are of such a nature that in the event of a threatened or actual
                                            violation, proof of damages Would be extremely difficult, therefore the Company would be
                                            entitled to an injunction as well as damages.
	 	 
	10.	Attorneys’
                                            Fees. In the event of litigation to enforce this Agreement, the prevailing party shall
                                            recover from the breaching party all related costs, expenses and reasonable attorneys’
                                            fees incurred through trial, appeal or appearance in federal bankruptcy or reorganization
                                            proceedings, and in connection with enforcing or collecting upon any final judgment.
	 	 
	11.	Notice.
                                            Any notice required or permitted to be given under this Agreement shall be sufficient if
                                            in writing and if sent by certified or registered mail, return receipt requested, to the
                                            parties at the following address:



 


To
the Company at the Company’s main office and labeled “Attention: CEO” To


 


Employee: At the most recent home address
on file with the Company.


 


	12.	Waiver
                                            of Breach. The Company’s waiver of any breach or condition of this Agreement (by
                                            Employee or any other person) is not a waiver by the Company of any other breach.
	 	 
	13.	Entire
                                            Agreement. This Agreement contains the entire agreement of the Parties, It may not be
                                            changed orally, but only by an agreement in writing signed by the parties hereto.
	 	 
	14.	Governing
                                            Law and Venue. This Agreement shall be construed under and governed by the internal substantive
                                            laws of the State of Florida without regard to its conflict of laws provisions and venue
                                            shall lie in Pasco County.
	 	 
	15.	Assignment.
                                            The Company shall have the right to assign all rights and interests in this Agreement. Such
                                            assignment of rights and interests would likely follow a merger, acquisition, sale or assets
                                            or other transfer of any aspect of business operations of Company.Employee hereby consents
                                            to assignment by Company. In the event of assignment by Company, the new entity shall be
                                            added to the Company throughout this Agreement, shall receive all of the rights, privileges
                                            and protections afforded the Company under this Agreement, and shall have the right to enforce
                                            it. This Agreement is personal to the Employee, who may not assign his or her rights or delegate
                                            his or her duties hereunder.



 


The
Parties agree to the above.


 


	Employee	 	 	 
	 	 	 	 	 
	By:		 	 	Witness
    as to Employee:_______________________
	 	TRXADE
    HEALTH, INC.	 	 	 
	 	 	 	 	 
	By:		 	 	 
	 	 	 	Date:	__________________________
	As its [Title of signing Party]