Exhibit 10.14 to Electromed, Inc. Form S1



Exhibit 10.14


NON-COMPETITION,
NON-SOLICITATION, AND CONFIDENTIALITY

AGREEMENT


         This
NON-COMPETITION, NON-SOLICITATION, AND CONFIDENTIALITY AGREEMENT (the “Agreement”)
is effective as of the 1st day of January, 2010, by and between
Electromed, Inc. (the “Corporation”) and Robert Hansen (the “Employee”).


RECITALS


A.     The Employee is currently employed by
the Corporation in a capacity in which the Employee may create or have access
to proprietary confidential and/or trade secret information of the Corporation;
and 


B.     The Corporation has expended
substantial time and resources to develop proprietary confidential and/or trade
secret information and to develop valuable relationships and goodwill within
its industry; and


C.     The Employee recognizes that the
Corporation operates in a highly competitive environment and the importance to
the Corporation of ensuring the Employee’s loyalty and protecting the
Corporation’s actual and prospective customers, business relations, employees,
and confidential information; and


D.     The Employee has entered into this
Agreement in consideration of the Corporation and Employee entering into the
New Employment Agreement of even date which provides, among other things, for
continued employment, added compensation, training and benefits, added
severance in the event of a change of control as defined in the New Employment
Agreement, and in consideration of being given access to Corporation’s
proprietary confidential and/or trade secret information, the receipt and sufficiency
of which consideration is hereby acknowledged by the Employee.


AGREEMENT


         In
consideration of the above recitals and the promises set forth in this
Agreement, the parties agree as follows:


1.      Protection of Confidential Information.


                    1.1     Definition
of Confidential Information. As
used in this Agreement, the term “Confidential Information” shall mean any
information which the Employee learns or develops during the Employee’s
employment with the Corporation that derives independent economic value from
being not generally known or readily ascertainable by other persons who could
obtain economic value from its disclosure or use, and includes, but is not
limited to, trade secrets, financial information, personnel information, and
information relating to such matters as existing or contemplated products,
services, profit margins, fee schedules, pricing, design, processes, formulae,
business plans, sales techniques, marketing techniques, training manuals and
materials, policies or practices related to the Corporation’s business,
personnel or other matters, computer databases, computer programs, software and
other technology, customer lists





and requirements, vendor lists, or supply information. Confidential
Information includes such information of the Corporation, its customers,
vendors, and other third parties or entities with whom the Corporation does
business. Any information disclosed to the Employee or to which the Employee
has access during the time of the Employee’s employment that the Employee
reasonably considers to be Confidential Information, or which the Corporation
treats as Confidential Information, will be presumed Confidential Information.


                    1.2     Restrictions
on Use or Disclosure of Confidential Information. The Employee shall keep the Confidential
Information in absolute confidence both during the Employee’s employment with
the Corporation and after the termination of the Employee’s employment,
regardless of the reason for such termination. The Employee agrees that the
Employee will not, at any time, disclose to others, use for the benefit of any
entity or person other than the Corporation, or otherwise take or copy any such
Confidential Information, whether or not developed by the Employee, except as
required in the Employee’s duties to the Corporation.


                    1.3     Return of
Confidential Information and the Corporation’s Property. When
the Employee’s employment terminates with the Corporation, regardless of the
reason for such termination, the Employee will promptly turn over to the
Corporation in good condition all Corporation property in the Employee’s
possession or control, including but not limited to all originals, copies of,
or electronically stored documents or other materials containing Confidential
Information, regardless of who prepared them. In the case of electronically
stored information retained by the Employee outside of the Corporation’s
electronic systems, the Employee will promptly make a hard copy of such
information in paper, audio recording, disc format, or other format as
appropriate, turn that hard copy over to the Corporation, and then destroy the
Employee’s electronically stored information. 


            2.     Noncompetition/Non-Solicitation.



                    2.1.     Acknowledgement by the Employee. The
Employee acknowledges that (a) the Employee’s services to be performed for the
Corporation are of a special and unique nature; (b) the Corporation operates in
a highly competitive environment and would be substantially harmed if the
Employee were to compete with the Corporation or divulge its confidential
information; (c) the Employee has received valuable and sufficient
consideration for entering into this Agreement, including but not limited to
employment with the Corporation, and the receipt of Confidential Information;
and (d) the provisions of this Section 2, including all of its subparts, are
reasonable and necessary to protect the Corporation’s business.


                    2.2.     “Corporate
Product” Defined. For purposes of this Agreement, “Corporate Product” means any product or
service (including any component thereof and any research to develop
information useful in connection with a product or service) that has been or is
being designed, developed, manufactured, marketed, or sold by the Corporation
or with respect to which the Employee has acquired Confidential Information.


          The
Employee understands and acknowledges that, at the present time, Corporate
Products includes the SmartVest®
Airway Clearance System and related products. The Employee understands and
acknowledges that the foregoing description of Corporate Products


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may change, and the provisions of this Section 2 and all of its
subparts shall apply to the Corporate Products of the Corporation in effect
upon the termination of the Employee’ s employment with the Corporation.


                    2.3     “Competitive
Product” Defined. For
purposes hereof, “Competitive Product” means any product or service (including
any components thereof and any research to develop information useful in
connection with the product or service) that is being designed, developed,
manufactured, marketed, or sold by any person or entity other than the
Corporation that is of the same general type, performs similar functions, or is
used for the same purpose as a Corporate Product or about which the Employee
has acquired Confidential Information.


                    2.4     Noncompete
Obligations. The
Employee agrees that, during the Employee’s employment with the Corporation and
for a period of twelve (12) months following the Employee’s termination of
employment with the Corporation, regardless of the reason for termination, the
Employee will not, directly or indirectly, render services to any person or
entity that designs, develops, manufactures, markets, or sells a Competitive
Product in any geographic area where the Corporation designs, develops,
manufactures, markets, or sells a Corporate Product. It is expressly
understood, however, that the Employee is free to work for a competitor of the
Corporation provided that such employment does not include any responsibilities
for or in connection with a Competitive Product.


          The
Employee understands and acknowledges that, at the present time, the geographic
market of the Corporation includes North America. The Employee understands and
acknowledges that the foregoing description of the Corporation’s geographic
market may change, and the provisions of this Section 2 and all of its subparts
shall apply to the geographic market of the Corporation in effect upon the
termination of the Employee’s employment with the Corporation.


                    2.5     No
Solicitation of Customers. During
the Employee’s employment with the Corporation and for a period of twelve (12)
months after the Employee’s termination of employment with the Corporation,
regardless of the reason for such termination, the Employee agrees that the
Employee shall not, directly or indirectly, solicit business from, work for, or
otherwise interfere with or attempt to interfere with the Corporation’s
relationship with any customer or prospective customer of the Corporation.


                    2.6     No
Solicitation of Employees or Business Contacts. During the Employee’s employment with
the Corporation and for a period of twelve (12) months after the Employee’s
termination of employment with the Corporation, regardless of the reason for
such termination, the Employee agrees that the Employee shall not, directly or
indirectly, take any action to encourage, solicit or recruit any current or
former employee, consultant, independent contractor, subcontractor, supplier,
vendor, or other business relation of the Corporation to terminate their
relationship with the Corporation.


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                     2.7     Disclosure
of Obligations. The
Employee agrees that, during the Employee’s employment with the Corporation and
for a period of twelve (12) months after the Employee’s termination of
employment with the Corporation, regardless of the reason for such termination,
the Employee shall, prior to accepting employment or any other business
relationship with any other person or entity, inform that person or entity of
the Employee’s obligations under this Section 2, including all of its subparts.


             3.     Compliance and Remedies. The
Employee recognizes that if the Employee violates this Agreement, including but
not limited to Paragraphs 1 and 2 of this Agreement, irreparable damage will
result to the Corporation that could not adequately be remedied by monetary
damages. As a result, the Employee hereby agrees that notwithstanding any other
dispute resolution provisions of this Agreement, in the event of any breach by
the Employee of this Agreement, including but not limited to Paragraphs 1 and 2
of this Agreement, the Corporation shall be entitled, in addition to any other
legal or equitable remedies available to it, to an injunction to restrain the
Employee’s violation of any portion of this Agreement.


4.        Miscellaneous.


           4.1     Integration.
This Agreement embodies the entire agreement and understanding among the
parties relative to subject matter hereof and supersedes all prior agreements, understandings, or past practices,
whether written or oral, relating to such subject matter.


           4.2     Survival
of Sections 1 and 2. Employee’s obligations set
forth in Sections 1 and 2 of this Agreement, including all of these sections’
subparts, shall survive the termination of this Agreement and Employee’s
termination of employment with the Corporation, regardless of the reason for
such terminations.


           4.3     Applicable
Law; Venue. This Agreement and the rights of the
parties shall be governed by and construed and enforced in accordance with the
laws of the state of Minnesota, without regard to any state’s choice of law
principles or rules. The venue for any action hereunder shall be in the state
of Minnesota, whether or not such venue is or subsequently becomes
inconvenient, and the parties consent to the jurisdiction of the courts of the
state of Minnesota, county of Hennepin, and the federal district courts of
Minnesota.


           4.4     Counterparts.
This Agreement may be executed in several counterparts and as so executed shall
constitute one agreement binding on the parties hereto.


           4.5     Modification
by the Parties. This Agreement shall not be
modified or amended except by a written instrument signed by the parties. In
addition, no waiver of any provision of this Agreement shall be binding unless
set forth in a writing signed by the party effecting the waiver. Any waiver
shall be limited to the circumstance or event specifically referenced in the
written waiver document and shall not be deemed a waiver of any other term of
this Agreement or of the same circumstance or event upon any recurrence
thereof. 


           4.6     Severability;
Blue Pencil. The invalidity or partial invalidity
of any portion of this Agreement shall not invalidate the remainder thereof,
and said remainder shall remain in full force and effect. Moreover, if one or
more of the provisions contained in this Agreement shall, for any reason, be
held to be excessively broad as to scope, activity, subject or otherwise, so as
to


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be
unenforceable at law, such provision or provisions shall be construed by the
appropriate judicial body by limiting or reducing it or them, so as to be
enforceable to the maximum extent compatible with then applicable law.


           4.7     Headings.
The section headings contained in this Agreement are for reference purposes
only and shall not in any way affect the meaning or interpretation of this
Agreement.


           IN
WITNESS WHEREOF, the parties have executed this Agreement as of the date herein
first above written.


	
  

 	
  

 	
  

 	
  

 	
  

 
	
  

 	
 ELECTROMED, INC.

 	
  

 
	
  

 	
  

 	
  

 	
  

 	
  

 
	
  

 	
/s/ Terry Belford



 	
  

 
	
  

 	
 By:

 	
Terry Belford



 	
  

 
	
  

 	
  

 	
 Its:

 	
 CFO

 	
  

 
	
  

 	
  

 	
  

 	
  

 	
  

 
	
  

 	
  

 	
  

 	
  

 	
  

 
	
  

 	
 EMPLOYEE:

 	
  

 
	
  

 	
  

 	
  

 	
  

 	
  

 
	
  

 	
/s/ Robert D. Hansen

 	
  

 



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