EX-10.6






INDEPENDENT CONTRACTOR PROPRIETARY INFORMATION




AND INVENTIONS AGREEMENT




In consideration of my independent contractor relationship with Naturade, Inc., a Delaware
corporation (the “Company”) and my compensation from the Company, I, David Brown, hereby
agree as follows:



1. Proprietary Information. I understand that the Company possesses and will possess
Proprietary Information that is important to its business. “Proprietary Information” is
information (whether conveyed orally, in writing or otherwise) that was or will be developed,
created, or discovered by or on behalf of the Company, or that became or will become known by, or
was or is conveyed to the Company, that has or could have commercial value in the Company’s
business, unless (a) the information is or becomes publicly known through lawful means; (b) the
information is disclosed to me without confidential or proprietary restriction by a third party who
rightfully possesses the information (without confidential or proprietary restriction) and who did
not learn of it directly or indirectly from the Company or (c) was previously known to me.



Proprietary Information includes, without limitation, any Company Inventions (as defined
below) and any information relating to (i) client/customer lists, vendor lists or other lists or
compilations containing client, customer or vendor information; (ii) information about products,
proposed products, research, product development, techniques, processes, costs, profits, markets,
marketing plans, strategies, forecasts, sales or commissions; (iii) plans for the future
development of new product concepts; (iv) manufacturing techniques or processes, documents, books,
papers, drawings, schematics, models, sketches, computer programs, databases or other data,
including electronic data recorded or retrieved by any means; (v) the compensation, performance and
terms of employment of other employees; (vi) all other information that has been or will be given
to me in confidence by the Company (or any affiliate); (vii) software in various stages of
development, and any designs, drawings, schematics, specifications, techniques, models, data,
source code, algorithms, object code, documentation, diagrams, flow charts, research development,
processes and procedures relating to any software; and (viii) any information that the Company
obtains from another party that it treats as proprietary or designates as Proprietary Information.



At all times, both during my independent contractor relationship with the Company and after
its termination, I will not, directly or indirectly, use, make available, sell, disclose or
otherwise communicate to any third party, other than in my assigned duties for the benefit of the
Company, any Proprietary Information. I am aware that the unauthorized disclosure of Proprietary
Information may be highly prejudicial to the Company’s interests, an invasion of privacy, and an
improper disclosure of trade secrets. Without limiting the foregoing, I shall not make copies of,
or otherwise reproduce, Proprietary Information unless authorized by the Company for reproduction.



2. Company Materials. “Company Materials” are documents or other media or tangible
items that contain or embody Proprietary Information or any other information concerning the
business, operations or plans of the Company, whether such documents have been prepared by me or by
others. “Company Materials” include, without limitation, blueprints, drawings, photographs,
charts, graphs, notebooks, customer lists, computer software, media or printouts, sound recordings
and other printed, typewritten or handwritten documents, as well as samples, prototypes, models,
products and the like.



3. Intellectual Property.



3.1 All Proprietary Information and all right, title and interest in and to any Company
patents, patent rights, copyrights, trademark rights, mask work rights, trade secret rights, and
all other intellectual and industrial property and proprietary rights that currently exist or may
exist in the future anywhere in the world (collectively, “Rights”) in connection therewith shall be
the sole property of the Company. I hereby assign to the Company any Rights I may have or acquire
in such Proprietary Information.



3.2 I acknowledge and agree that I have no expectation of privacy with respect to the
Company’s telecommunications, networking or information processing systems (including, without
limitation, stored company files, e-mail messages and voice messages) and that my activity and any
files or messages on or using any of those systems may be monitored at any time without notice. I
further agree that any property situated on the Company’s premises and 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. All Company Materials shall be
the sole property of the Company. I agree that during my independent contractor relationship with
the Company, I will not remove any Company Materials from the business premises of the Company or
deliver any Company Materials to any person or entity outside the Company, except as I am required
to do in connection with performing the duties of my engagement as an independent contractor. I
recognize that the unauthorized taking of any Proprietary Information may be a crime under the Cal.
Penal Code §499c or comparable laws of other states or the United States, and may also result in
civil liability under Sections 3426.1 through 3426.11 of the California Civil Code, or comparable
laws of other states. I further agree that, immediately upon the termination of my engagement as
an independent contractor by me or by the Company for any reason, or for no reason, or during my
engagement as an independent contractor if so requested by the Company, I will return all Company
Materials, apparatus, equipment and other physical property, or any reproduction of such property,
excepting only (a) my personal copies of records relating to my compensation; (b) my personal
copies of any materials previously distributed generally to stockholders of the Company; and (c)
my copy of this Independent Contractor Proprietary Information and Inventions Agreement (this
“Agreement”).



3.3 I agree that all “Inventions” (which term includes patentable or non-patentable
inventions, original works of authorship, derivative works, trade secrets, trademarks, copyrights,
service marks, mask works, discoveries, patents, technology, algorithms, computer software,
application programming interfaces, protocols, formulas, compositions, ideas, designs, processes,
techniques, know-how, data and all improvements, rights and claims related to the foregoing), made,
conceived, reduced to practice or developed by me or on my behalf (in whole or in part, either
alone or jointly with others) within the course and scope of my engagement as an independent
contractor, shall be the sole property of the Company. I hereby assign, without further
consideration, all such Inventions (“Company Inventions”) to the Company (free and clear of all
liens and encumbrances), and the Company shall be the sole owner of all Rights in connection
therewith.



I acknowledge that all original works of authorship which have been made and which are made by
me (in whole or in part, either alone or jointly with others) within the course and scope of my
work as an independent contractor for the Company and which are protectable by copyright are “works
made for hire,” as defined in the United States Copyright Act (17 USCA, Section 101). I have not
disclosed and will not disclose Inventions covered by this Section 3.3 to any person
outside the Company, unless I am requested to do so by management personnel of the Company.



3.4 I have maintained and agree to maintain adequate and current written records on the
development of all Company Inventions and have disclosed and agree to disclose promptly to the
Company all Company Inventions and relevant records, which records will remain the sole property of
the Company. I further agree that all information and records pertaining to any idea, process,
trademark, service mark, invention, technology, computer program, original work or authorship,
design, formula, discovery, patent, or copyright that I do not believe to be a Company Invention,
but is conceived, developed, or reduced to practice by me (in whole or in part, either alone or
jointly with others) within the course and scope of my engagement as an independent contractor,
shall be promptly disclosed to the Company (such disclosure to be received in confidence). The
Company shall examine such information to determine if in fact the ideas, process, or invention,
etc., constitutes a Company Invention and is therefore subject to assignment under Section
3.3.



3.5 I agree to perform, during and after my engagement as an independent contractor, all acts
deemed necessary or desirable by the Company to permit and assist it, at the Company’s expense
(which shall include separate reasonable compensation to me for such actions I may be requested to
take after the termination of my engagement as an independent contractor), in evidencing,
perfecting, recording, obtaining, maintaining, defending and enforcing Rights and/or my assignment
with respect to Company Inventions in any and all countries. Such acts may include, without
limitation, execution of documents and assistance or cooperation in legal proceedings. Should the
Company be unable to secure my signature on any document necessary to apply for, prosecute, obtain,
enforce or defend any Rights relating to any assigned Invention, whether due to my mental or
physical incapacity or any other cause, I hereby irrevocably designate and appoint the Company and
its duly authorized officers and agents, as my agents and attorneys-in-fact, with full power of
substitution, to act for and in my behalf and instead of me, to execute and file any documents and
to do all other lawfully permitted acts to further the above purposes with the same legal force and
effect as if executed by me.



3.6 Any assignment of copyright hereunder (and any ownership of a copyright as a work made for
hire) includes all rights of paternity, integrity, disclosure and withdrawal and any other rights
that may be known as or referred to as “moral rights” (collectively, “Moral Rights”). To the
extent such Moral Rights cannot be assigned under applicable law and to the extent the following is
allowed by the laws in the various countries where Moral Rights exist, I hereby waive such Moral
Rights and consent to any action of the Company that would violate such Moral Rights in the absence
of such waiver and consent. I will confirm any such waivers and consents from time to time as
reasonably requested by the Company.



3.7 I agree that I will not incorporate in any way, or permit to be incorporated in any way,
any Inventions made, conceived, reduced to practice or developed by me (in whole or in part, either
alone or jointly with others) either: (a) prior to or (b) outside the course and scope of my
engagement as an independent contractor for the Company (“Prior Inventions”). Notwithstanding the
foregoing, I hereby grant the Company a royalty-free, nonexclusive, perpetual, irrevocable,
transferable, worldwide license (with rights to sublicense through multiple tiers of sublicense) to
practice all Rights relating to any Prior Inventions (or other Inventions that are not assigned or
assignable to Company hereunder) that become incorporated in any way, or I permit to be
incorporated in any way, in any Company Inventions or any other Company technology or products.



4. Former Employer Information. I agree that I will not, during my engagement as an
independent contractor by the Company, improperly use or disclose any confidential information,
proprietary information or trade secrets of my former or concurrent employers. I agree that I will
not bring onto the premises of the Company any document or any property belonging to my former
employers unless consented to in writing by them if such conduct would constitute a breach of my
obligations to such former employees. I represent and warrant that I have returned all property
and confidential information belonging to all prior employers.



5. Non-Solicitation of Customers and Vendors. I acknowledge that pursuit of the
activities forbidden by this Section 5 would necessarily involve the use or disclosure of
Proprietary Information in breach of this Agreement, but that proof of such breach would be
extremely difficult. Therefore, I agree that for the term of this Agreement and for a period of
twelve (12) months after termination of my engagement as an independent contractor, I shall not,
directly or indirectly, for myself or any third party or entity, encourage, induce or solicit any
such customer or any vendor to terminate its relationship with the Company.



6. Non-Solicitation of Employees. I agree that for a period of twelve (12) months
following the termination of my engagement as an independent contractor, I will not, directly or
directly, on behalf of myself or any other person or entity, solicit (other than through a general
advertisement not directed to any such person) the services of any person who was employed by the
Company on the date of my termination of my engagement as an independent contractor or at any time
during the six (6) month period prior to the termination of my engagement as an independent
contractor.



7. Non-Competition. I agree that during my engagement as an independent contractor,
with respect to retail sales channels, I will not engage in any employment, business, or activity
that engages in the manufacture, sale, provision or distribution of any Products as defined in the
Asset Purchase Agreement dated as of July      , 2005 by and among Symco, Incorporated, Symbiotics,
Inc. and Quincy Investments Corp. The Company expressly acknowledges that nothing in this
Section 7 shall apply to me with respect to business operations in network or multi-level
marketing channels. The provisions of this Section 7 shall apply both during normal
working hours and at all other times including, without limitation, nights, weekends and vacation
time, while I am engaged as an independent contractor by the Company.



8. No Conflict with Obligations to Third Parties. I represent that my performance of
all the terms of this Agreement has not breached and will not breach any agreement to keep in
confidence proprietary or confidential information acquired by me in confidence or in trust prior
to my engagement as an independent contractor by the Company. I have not entered into, and I agree
I will not enter into, any agreement either written or oral in conflict herewith or in conflict
with my engagement as an independent contractor by the Company. The performance of this Agreement
does not and will not violate any applicable law, rule or regulation or any proprietary or other
right of any third party.



9. Remedies; Waiver. I recognize that nothing in this Agreement is intended to limit
any remedy of the Company under the California Uniform Trade Secrets Act. I recognize that my
violation of this Agreement could cause the Company irreparable harm, the amount of which may be
extremely difficult to estimate, making any remedy at law or in damages inadequate. Therefore, I
agree that the Company shall have the right to apply to any court of competent jurisdiction for an
order restraining any breach or threatened breach of this Agreement and for any other relief the
Company deems appropriate. This right shall be in addition to any other remedy available to the
Company. I ALSO ACKNOWLEDGE AND UNDERSTAND THAT I SHALL NOT, UNDER ANY CIRCUMSTANCE, HAVE ANY
RIGHT TO SEEK OR ATTEMPT TO SEEK ANY INJUNCTIVE RELIEF AGAINST THE COMPANY WITH RESPECT TO ANY
BREACH OR THREATENED BREACH OF THIS AGREEMENT, AND I HEREBY WAIVE ANY AND ALL SUCH RIGHTS AGAINST
THE COMPANY.



10. Indemnity. I agree to indemnity and hold harmless the Company, its affiliates and
their respective directors, officers, employees, agents, representatives and interest holders from
and against any and all claims, joint or several, that result from my material breach of, or
material failure to perform any of, my representations, warranties, covenants or obligations in
this Agreement.



11. Survival. I agree that my obligations under Sections 1,
3, 5, 6, 8 through 18 of this Agreement shall continue in
effect after termination of my engagement as an independent contractor by the Company, regardless
of the reason or reasons for termination, and whether such termination is voluntary or involuntary
on my part, and that the Company is entitled to communicate my obligations under this Agreement to
any future employer or potential employer of mine.



12. Controlling Law; Venue; Severability. I agree that the sole jurisdiction and
venue for actions related to the subject matter hereof shall be the state and federal courts
located in the County of Orange or Los Angeles, California. I further agree that if one
or more provisions of this Agreement are held to be illegal or unenforceable under applicable
California law, such illegal or unenforceable portion(s) shall be limited or excluded from this
Agreement to the minimum extent required so that this Agreement shall otherwise remain in full
force and effect and enforceable in accordance with its terms.



13. Successors and Assigns. This Agreement shall be binding upon me, my heirs,
executors, assigns, and administrators and shall inure to the benefit of the Company, its
subsidiaries, successors and assigns. The failure, whether purposeful or otherwise, to exercise in
any instance any right, power or privilege under this Agreement or under law shall not constitute a
waiver of any other right, power or privilege, nor of the same right, power or privilege in any
other instance.



14. Entire Agreement/Modification. The terms of this Agreement (including all
attached Exhibits, which are incorporated herein by this reference) are the final expression of my
agreement with respect to its subject matter and may not be contradicted by evidence of any prior
or contemporaneous agreement. This Agreement can only be modified by a subsequent written
agreement executed by an officer of the Company and me.



15. Integration. This Agreement supersedes all, and may not be contradicted by
evidence of any, other prior and contemporaneous agreements and statements on these subjects. If
any practices, policies, or procedures of the Company, now or in the future, that apply to me are
inconsistent with the terms hereof, the provisions of this Agreement shall control unless changed
in writing by the Company.



16. Nature of Relationship. This Agreement is not an employment agreement. The Company
may terminate my engagement as an independent contractor with it at any time, with or without
cause, in accordance with the terms of that consulting agreement by and between myself and the
Company of even date herewith.



17. Construction. This Agreement shall be construed as a whole, according to its fair
meaning, and not in favor of or against any party. By way of example and not limitation, this
Agreement shall not be construed against the party responsible for any language in this Agreement.
The headings of the paragraphs hereof are inserted for convenience only, and do not constitute part
of and shall not be used to interpret this Agreement.



18. Rights Cumulative. The rights and remedies provided hereby to the Company are
cumulative, and the exercise of any right or remedy by the Company, whether pursuant hereto, to any
other agreement, or to law, shall not preclude or waive the Company’s right to exercise any or all
other rights and remedies.

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I HAVE READ THIS AGREEMENT CAREFULLY AND I UNDERSTAND AND ACCEPT THE OBLIGATIONS WHICH IT IMPOSES
UPON ME WITHOUT RESERVATION. I HAVE HAD THE OPPORTUNITY TO CONSULT LEGAL COUNSEL IN REGARD TO THIS
AGREEMENT AND AM FULLY AWARE OF ITS LEGAL EFFECT. I HAVE ENTERED INTO THIS AGREEMENT FREELY AND
VOLUNTARILY AND BASED ON MY OWN JUDGMENT. NO PROMISES OR REPRESENTATIONS HAVE BEEN MADE TO ME TO
INDUCE ME TO SIGN THIS AGREEMENT.



	 	 	 
	Date: August 3, 2005	 	/S/David Brown
	
 
	 	Independent Contractor Signature
	 
	 	 
	
 
	 	David Brown
	 
	 	 
	
 
	 	Name (type or print)
	 
	 	 
	 
	 	 
	 
	 	 
	Accepted and Agreed to:

	 	

	 
	 	 
	Naturade, Inc.

	 	

	 
	 	 
	By:/s/Stephen M. Kasprisin

	 	

	 

	 	

	 
	 	 
	Name: Stephen M. Kasprisin

	 	

	 
	 	 
	Title: CFO

	 	

	 

	 	

	 
	 	 







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