Exhibit 10.15 to Electromed, Inc. Form S1



Exhibit 10.15


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 Terry Belford (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/ Robert D. Hansen



 	
  

 
	
  

 	
 By:

 	
Robert D. Hansen



 	
  

 
	
  

 	
  

 	
 Its:

 	
 Chairman and CEO

 	
  

 
	
  

 	
  

 	
  

 	
  

 	
  

 
	
  

 	
  

 	
  

 	
  

 	
  

 
	
  

 	
 EMPLOYEE:

 	
  

 
	
  

 	
  

 	
  

 	
  

 	
  

 
	
  

 	
/s/ Terry Belford

 	
  

 


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