Exhibit 10.6

     

    INNOVATION,
      PROPRIETARY INFORMATION

    AND
      CONFIDENTIALITY AGREEMENT 

     

         As
      a condition of becoming employed or retained as a consultant by Xcorporeal,
      Inc., a Delaware corporation (together with any of its current or future
      affiliates, successors or assigns, collectively, the “Company”),
      and
      in consideration of my employment or consulting relationship with the Company
      and my receipt of the compensation paid to me by the Company, I agree to the
      following: 

     

    Recitals 

     

         A. The
      Company is dedicated to a policy of exerting a significant influence in its
      chosen fields through technical innovation and creative administration and
      marketing. The competitive success of this policy depends to a large extent
      on
      the Company’s ability to maintain a free flow of pertinent information among its
      employees and consultants. 

     

         B. All
      key employees and consultants are required to sign this standard Agreement,
      under which: (i) requirements are specified for avoiding conflicting
      outside activities while associated with the Company, (ii) the Company is
      assured of disclosure of, and exclusive rights to, my inventions, ideas and
      works which relate to Company business, and (iii) the Company is protected
      against unauthorized disclosure of confidential information of the Company
      or
      other persons and against retention of Company records. 

     

    Agreement 

     

         1. Confidential
      Information.
      

     

              (a) I
      agree at all times during the term of my relationship with the Company and
      thereafter, to hold in strictest confidence, and not to (i) use, except for
      the benefit of the Company, (ii) disclose to any person or entity without
      written authorization of the Board of Directors of the Company, or
      (iii) make copies of, except as authorized by Company, any of the
      following: confidential or proprietary information, inventions, trade secrets,
      know-how, theories, research, data, plans, products, services, suppliers,
      customers, prices, costs, markets, software, hardware, developments,
      improvements, processes, formulas, methods, technology, machines, apparatus,
      designs, drawings, engineering, configurations, laboratory notebooks, licenses,
      finances, budgets or projections, directly or indirectly created, conceived,
      invented, made, discovered, developed, worked on, learned by or disclosed to
      me
      during the course of my relationship with the Company, either orally, in
      writing, or by observation, whether or not during working hours (all of the
      foregoing, collectively, “Confidential
      Information”).
      

     

              (b) Confidential
      Information includes, but is not limited to, information pertaining to any
      aspect of the Company’s business or any use or application arising out of or
      relating to any: (i) portable or continuous dialysis method or device,
      specifically including any wearable artificial kidney, or related device,
      (ii) portable or continuous ultra-filtration method or device, specifically
      including any congestive heart failure device, or related device,
      (iii) device, method or treatment for kidney failure or congestive heart
      failure, (iv) “Technology” or “Licensed Product” as defined in the Company’s
      September 1, 2006 License Agreement, or (v) 

     

    
      
        
        

      

      
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    medical
      device, treatment or method substantially similar in functionality to any of
      the
      foregoing; (all of the foregoing, collectively, the “Products”).
      

     

              (c) Confidential
      Information does not include any information that is publicly and widely known
      and made generally available through no wrongful act of mine or of others who
      were under confidentiality obligations. In these regards, although certain
      information or technology may be generally known in the relevant industry,
      the
      fact that the Company uses same, and how the Company uses same, may not be
      so
      known and therefore is Confidential Information. Furthermore, the fact that
      various fragments of information or data may be generally known in the relevant
      industry does not mean that the manner in which the Company combines them and
      the results obtained thereby are so known and in such instance are also
      Confidential Information. Confidential Information also does not include
      information that I can show be clear and convincing documentary evidence was
      known to me prior to its disclosure to me by the Company. 

     

              (d) I
      recognize that the Company has received and in the future will receive from
      third parties their confidential or proprietary information subject to a duty
      on
      the Company’s part to maintain the confidentiality of such information and to
      use it only for certain limited purposes. I agree to hold all such confidential
      or proprietary information in the strictest confidence and not to disclose
      it to
      any person or entity, or to use it except as necessary in carrying out my work
      for the Company, consistent with the Company’s agreement with such third party.


     

         2. Conflicts
      of Interest.
      

     

              (a) During
      the term of my employment or consulting relationship with Company, I will not,
      without the prior written approval of the President or Chief Executive Officer
      of the Company, directly or indirectly, participate in or assist any person
      or
      business that is a current or potential competitor, customer or supplier of
      the
      Company. For these purposes, a current or potential competitor of the Company
      is
      any person or entity that has developed, is developing, is seeking to develop,
      or is selling, marketing or distributing any Products.
      I
      understand that the purpose of these restrictions is to avoid conflicts of
      interest and to avoid inadvertent trade secret disclosure during periods I
      am
      most likely to retain valuable Company trade secrets. 

     

              (b) I
      represent that my performance of all the terms of this Agreement and my work
      for
      the Company does not and will not breach any invention assignment, proprietary
      information, confidentiality or other agreement with any former employer or
      other party, or create any conflict of interest with anyone. I will not disclose
      to the Company or use for the benefit of the Company any confidential
      information derived from sources other than employment or consultation with
      the
      Company. I agree that if I am in doubt as to the confidential status of any
      information, I will refer to an executive officer of the Company the question
      of
      whether such information is available for disclosure and use for the benefit
      of
      the Company. 

     

              (c) I
      have not and will not enter into any other agreement with any other person
      or
      entity, either written or oral, in conflict with the terms of this Agreement.
      

     

    
      
        
        

      

      
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         3. Inventions.
      

     

              (a)
      Disclosure.
      I will
      immediately disclose to the Company all discoveries, inventions, ideas,
      improvements, works of authorship, developments, concepts, trade secrets,
      Confidential Information, and other intellectual property, whether or not
      patentable or copyrightable (collectively, “Work
      Product”),
      that
      I create, conceive, invent, make, discover, develop, work on, or reduce to
      practice, in whole or in part, during the term of my employment or consulting
      relationship with Company, either solely or jointly with others, whether or
      not
      in the course of my employment, whether or not reduced to drawings, written
      description, documentation, models, or other tangible form. 

     

              (b)
      Work
      for Hire.
      I
      further acknowledge that all Work Product other than Personal Inventions is
      “work made for hire” to the greatest extent permitted by applicable law and are
      compensated by my salary (if I am an employee) or by such amounts paid to me
      under any applicable consulting agreement or consulting arrangements (if I
      am a
      consultant), unless regulated otherwise by mandatory applicable law.


     

              (c)
      Assignment.
      I will
      hold in trust for the sole right and benefit of the Company all Work Product
      other than Personal Inventions, and all such Work Product will forthwith and
      without further consideration become and be the exclusive property of the
      Company. I hereby absolutely, unconditionally and irrevocably assign, transfer
      and convey to the Company all Work Product and all rights in, to, arising out
      of, or relating to any Work Product, including without limitation all patents,
      copyrights, trademarks, mask works and other statutory and common law
      protections in all countries, except Personal Inventions and inventions that
      qualifies fully for exemption under California Labor Code Section 2870 or
      any other applicable law. I hereby appoint the Company’s Secretary or any other
      officer of the Company as my attorney-in-fact and agent to execute all documents
      required or appropriate to perfect or enforce all rights assigned under this
      Agreement. 

     

              (d)
      Sole
      Exception.
      The
      assignment requirement of the preceding section will not apply to Work Product
      for which all of the following conditions are met: (i) no equipment,
      supplies, facilities, or trade secret information of the Company was used,
      (ii) was developed entirely on my own time, (iii) does not arise out
      of or relate in any way to the Products, the business of the Company, or the
      Company’s actual or demonstrably anticipated research or development, and
      (iv) does not result, in whole or in part, from any work performed by me
      for the Company. Work Product satisfying all of these conditions is hereinafter
      referred to as “Personal
      Inventions.”
I
      agree that if I am in doubt as to whether any given Work Product must be
      disclosed to the Company by the terms of this Agreement, I will refer such
      question to the management of the Company. 

     

              (e)
      Assistance.
      I will
      assist the Company in every reasonable way, including without limitation
      (i) signing of all papers, authorizations, applications and assignments,
      (ii) making and keeping proper records of all Work Product,
      (iii) giving evidence and testimony (all at the Company’s reasonable
      expense), to obtain and to maintain for the use and benefit of the Company
      or
      its nominees all patents, copyrights, mask works and other protections, in
      all
      countries, for all Work Product. My obligations under this Section will extend
      beyond the termination of my employment or consulting relationship with the
      Company. 

     

    
      
        
        

      

      
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              (f)
      Schedule A.
      I have
      attached hereto, as Schedule A,
      a list
      describing with particularity all Work Product, including Personal Inventions,
      that (i) was made by me prior to the commencement of my relationship with
      the Company, (ii) belongs solely, or jointly with others, to me or an
      entity in which I own or control a direct, indirect or beneficial interest,
      (iii) relates in any way to any of the Products or any application or use
      thereof, and (iv) is not assigned to the Company hereunder (collectively,
      the “Prior
      Inventions”);
      or,
      if no such list is attached, I represent that there are no Prior Inventions.
      

     

              (g) If,
      in the course of my relationship with the Company, I incorporate into a Company
      product, process or machine a Prior Invention owned by me (or, to the extent
      I
      have the ability to do so, in which I have an interest), the Company is hereby
      granted and shall have a non-exclusive, royalty-free, irrevocable, perpetual,
      worldwide license (with the right to sublicense) to make, have made, copy,
      modify, make derivative works of, use, sell and otherwise distribute such Prior
      Invention as part of or in connection with such product, process or machine.
      

     

         4. Records.
      

     

              (a) I
      will keep and maintain adequate and current written records of all Work Product
      made by me (solely or jointly with others) during the term of my relationship
      with the Company. The records may be in the form of notes, sketches, drawings,
      flow charts, electronic data or recordings, laboratory notebooks, and any other
      format. The records will be available to and remain the sole property of the
      Company at all times. I will not remove such records from the Company’s place of
      business except as expressly permitted by Company policy for the purpose of
      furthering the Company’s business. 

     

              (b) All
      data and records coming into my possession or kept by me in connection with
      the
      Company are the exclusive property of the Company. Any property situated on
      the
      Company’s premises or owned by the Company, including disks and other storage
      media, filing cabinets or other work areas, is subject to inspection by Company
      personnel at any time, with or without notice. 

     

              (c) I
      will return to the Company all originals and copies of such data and records
      upon termination of my relationship for any reason, unless specific written
      consent is obtained from an executive officer of the Company to retain any
      such
      data or records. In the event of the termination of the relationship, I agree
      to
      sign and deliver the “Termination Certification” attached hereto as Schedule B.
      

     

         5. Non-Solicitation.
      During
      my relationship with the Company and for a period one year thereafter, I will
      not, without the express prior written permission of an executive officer of
      the
      Company, solicit or encourage (nor will I direct or encourage anyone under
      my
      authority or control to solicit or encourage) any of the Company’s employees or
      full-time consultants to work elsewhere. 

     

         6. Equitable
      Relief.
      The
      Company will have the right to enforce this Agreement and any of its provisions
      by injunction, specific performance or other equitable relief, without bond
      and
      without prejudice to any other rights or remedies the Company may have, because
      a breach of this Agreement will cause irreparable harm for which there is no
      adequate remedy at law. 

     

    
      
        
        

      

      
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         7. Insider
      Trading.
      I am
      aware that the United States securities laws prohibit any person who has
      material, non-public information concerning the Company from purchasing or
      selling securities of the Company or from communicating such information to
      any
      other person under circumstances in which it is reasonably foreseeable that
      such
      person is likely to purchase or sell such securities. 

     

         8. At
      Will Relationship.
      Except
      as set forth in a written agreement signed by the Chairman, President or CEO
      of
      the Company, by employment or consulting relationship with the Company is at
      will, and may be terminated by me or the Company at any time. Except as
      otherwise provided herein, the provisions of this Agreement will survive
      termination of my relationship with the Company. 

     

         9. General.
      

     

              (a) This
      Agreement will not be terminated or altered by changes in duties compensation,
      or other terms of my employment or consulting arrangement. 

     

              (b)
      Disclosure.
      I
      hereby authorize the Company to disclose this Agreement and my responsibilities
      hereunder to any person or entity, including without limitation, my future
      employers or clients. 

     

              (c)
      Severability.
      The
      invalidity or unenforceability of any provisions of this Agreement under
      particular facts and circumstances will not affect the validity or
      enforceability either of other provisions of this Agreement or, under other
      facts and circumstances, of such provisions. In addition, such provisions will
      be reformed to be less restrictive if under such facts and circumstances they
      would then be valid and enforceable. 

     

              (d)
      Governing
      Law.
      The
      validity, construction and performance of this Agreement will be governed by
      the
      laws, without regard to the laws as to choice or conflict of laws, of the State
      of California. 

     

              (e)
      Arbitration.
      Any
      dispute, controversy or claim arising out of or relating to this Agreement,
      or
      my employment or consulting relationship with the Company, including without
      limitation the issue of arbitrability, will be resolved by final and binding
      arbitration before a retired judge at JAMS or its successor in Santa Monica,
      California. To the maximum extent permitted by applicable law he prevailing
      party will be awarded its arbitration, attorney and expert witness fees, costs
      and expenses. Judgment on any interim or final award of the arbitrator may
      be
      entered in any court of competent jurisdiction. 

     

              (f)
      Headings.
      The
      Section and other headings contained in this Agreement are for reference
      purposes only and will not affect in any way the meaning or interpretation
      of
      this Agreement. 

     

              (g)
      Waiver.
      No
      waiver by either party of a breach of any provision of this Agreement will
      be
      construed as a waiver of any subsequent or different breach, and no forbearance
      by a party to seek a remedy for noncompliance or breach by the other party
      will
      be construed as a waiver of any right or remedy with respect to such
      noncompliance or breach. 

     

    
      
        
        

      

      
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              (h)
      Amendment.
      This
      Agreement may be amended, modified or supplemented only by a writing executed
      by
      the Chairman, President or CEO of the Company. 

     

              (i)
      Entire
      Agreement.
      This
      Agreement is the only agreement and understanding between the parties pertaining
      to the subject matter of this Agreement, and supersedes all prior agreements,
      summaries of agreements, descriptions of compensation packages, discussions,
      negotiations, understandings, representations or warranties, whether verbal
      or
      written, between the parties pertaining to such subject matter. 

     

    
      	
               

            	
               

            	
               

            
	
              ________________________________
                

            	
               

            	
              ________________________________

            
	
              Signature
                

            	
               

            	
              Date

            
	
               

            	
               

            	
               

            
	
              ________________________________

            	
               

            	
               

            
	
              Printed
                Name

            	
               

            	
               

            


    

     

    
      
        
        

      

      
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    Schedule A 

     

    LIST
      OF PRIOR INVENTIONS 

     

    
      	
              ___
                

            	
               

            	
              I
                have no Prior Inventions as defined in the Innovation, Proprietary
                Information And Confidentiality Agreement.

            
	
               

            	
               

            	
               

            
	
              ___
                

            	
               

            	
              I
                have the following Prior
                Inventions:

            


    

    


     

    
      	
              No.

            	
               

            	
              Title

            	
               

            	
               

            	
              Description

            	
               

            
	
               

            	
               

            	
               

            	
               

            	
               

            	
               

            	
               

            	
               

            	
               

            
	
               

            	
               

            	
               

            	
               

            	
               

            	
               

            	
               

            	
               

            	
               

            
	
               

            	
               

            	
               

            	
               

            	
               

            	
               

            	
               

            	
               

            	
               

            
	
               

            	
               

            	
               

            	
               

            	
               

            	
               

            	
               

            	
               

            	
               

            
	
               

            	
               

            	
               

            	
               

            	
               

            	
               

            	
               

            	
               

            	
               

            
	
               

            	
               

            	
               

            	
               

            	
               

            	
               

            	
               

            	
               

            	
               

            


    

    Number
      of
      Prior Inventions listed (if any): ___ 

     

    Number
      of
      additional pages attached (if any): ___ 

     

    
      	
               

            	
               

            	
               

            
	
              ________________________________
                

            	
               

            	
              ________________________________

            
	
              Signature
                

            	
               

            	
              Date

            
	
               

            	
               

            	
               

            
	
              ________________________________

            	
               

            	
               

            
	
              Printed
                Name

            	
               

            	
               

            


    

     

    
      
        
        

      

      
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    Schedule B 

     

    TERMINATION
      CERTIFICATION 

     

         This
      is to certify that I do not have in my possession, nor have I failed to return,
      any devices, records, data, notes, reports, proposals, lists, correspondence,
      specifications, drawings, blueprints, sketches, laboratory notebooks, flow
      charts, materials, equipment, other documents or property, or copies or
      reproductions of any aforementioned items belonging to Xcorporeal, Inc., its
      affiliates, successors or assigns (together the “Company”).
      

     

         I
      further certify that I have complied with all the terms of the Innovation,
      Proprietary Information And Confidentiality Agreement (“Agreement”) signed by
      me, including the reporting of any inventions and Work Product (as defined
      therein), conceived or made by me (solely or jointly with others) covered by
      the
      Agreement, and the return do all Company documents and records. 

     

    
      	
              ________________________________
                

            	
               

            	
              ________________________________

            
	
              Signature
                

            	
               

            	
              Date

            
	
               

            	
               

            	
               

            
	
              ________________________________

            	
               

            	
               

            
	
              Printed
                Name

            	
               

            	
               

            


    

     

    
      
        
        

      

      
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