Form of  the Employee Confidentiality, Non-Competition & Propriety Info.



 Exhibit 10.13  
 Confidentiality Agreement 
 This agreement, made as of
                    , 2007, (the “Effective date”), between TissueLinkTM Medical, Inc. (“TissuelinkTM”), a
corporation organized under the laws of Delaware, and                     , (the receiving party). 
 WHEREAS TissueLinkTM is in the business of developing Wet Electrode Products and methods relating thereto (the “Technology”), and
TissueLinkTM wishes to preserve the secrecy of that Technology. 
 WHEREAS TissueLinkTM desires to provide Confidential Information
to Receiving Party for the specific purposes identified herein, and Receiving Party desires to obtain and evaluate such Confidential Information from TissueLinkTM for the specific purposes identified herein. 
 NOW THEREFORE, in consideration of mutual covenants and mutual promises set forth herein, the parties hereto agree as follows: 
 1. Definition. “Confidential Information” shall mean all intellectual property, business plans, financial records and strategies, marketing plans,
contacts, trade secrets, information, materials, documentation and software, as well as copies of all such materials made thereof as authorized by this Agreement, including written, oral or verbal disclosures. “Confidential Information”
shall not include: 
  

	 	a.	Information that was in the public domain, in its entirety in a unified form, at the time of disclosure to Receiving Party by TissueLinkTM; 

  

	 	b.	Information known to Receiving Party prior to its disclosure by TissueLinkTM, such prior knowledge to be demonstrated by Receiving Party’s records prepared before the date
the Confidential Information is disclosed by TissueLinkTM; 

  

	 	c.	Information that becomes part of the public domain after the date of disclosure by TissueLinkTM through no fault of Receiving Party; 

  

	 	d.	Information that is disclosed by a third party to Receiving Party after the date of disclosure by TissueLinkTM, where the third party did not require Receiving Party to hold
such information in confidence and did not acquire such information directly or indirectly from TissueLinkTM. 








 2. Purposes. TissueLinkTM agrees to disclose the Confidential Information only for the following specific
purpose:                     . 







 3. Nondisclosure. The Receiving Party agrees that, in consideration of access to the Confidential Information, it
shall hold such Confidential Information in strict confidence and shall take all measures necessary to prevent the Confidential Information from falling into the public domain or into the possession of the persons not bound to this Agreement. The
Receiving Party further agrees: 
  

	 	a.	To use Confidential Information for the sole purpose stated in this Agreement; 

  

	 	b.	Not to disclose Confidential Information to any other entity, except as expressly authorized in writing by TissueLinkTM; 

  

	 	c.	Not to use Confidential Information in such a way as to hinder, interfere with, or in any way circumvent TissueLink’sTM interest in the Technology, or consulting or
business relations between and among TissueLinkTM and third parties; 

  

	 	d.	Not to copy Confidential Information in whole or in part, without the express written permission of TissueLinkTM; 

  

	 	e.	To return Confidential Information, including all copies and records thereof, to TissueLinkTM, at the Receiving Party’s expense, within five (5) business days after:
(i) receipt of a written request therefor from TissueLinkTM, or (ii) a decision by Receiving Party not to enter into any consulting relationship with TissueLinkTM. 

 4. Injunctive Relief. Because of the unique nature of the Confidential information, the Receiving Party understands and agrees that TissueLinkTM will suffer
irreparable harm in the event that any party hereto fails to comply with any of the terms of the Agreement, and monetary damages may be inadequate to compensate such breach. Accordingly, the Receiving Party agrees that TissueLinkTM will, in
addition to any other remedies available to it at law or in equity, be entitled to injunctive relief to enforce the terms of this Agreement. 
 5. Misuse
of Confidential Information. The Receiving Party shall promptly advise TissueLinkTM, in writing, of any misappropriation or misuse of the Confidential Information, by any entity, that may come to its attention. 
 6. Inventions. The Receiving Party agrees that any and all inventions and ideas relating to the Technology, whether patentable or not, conceived or reduced to
practice, by the Receiving Party resulting from TissueLink’sTM disclosure to the Receiving Party will be immediately reported to TissueLink and shall be the exclusive property of TissueLinkTM. The Receiving Party will perform, at
TissueLink’sTM request and expense, any act which it can reasonably perform that TissueLinkTM deems necessary to vest title to such inventions and ideas in TissueLinkTM and to execute any and all patent applications in connection
therewith. 
 7. Survival. The restrictions and obligations of this Agreement shall survive any expiration, termination or cancellation of this
Agreement and shall continue to bind the Receiving Party, its successors, heirs, and assigns. 
 8. Term. The obligations of the Receiving Party under
this Agreement shall terminate five (5) years from the date of disclosure of that Confidential Information to the Receiving Party. 







 9. Interpretation. This Agreement shall be interpreted and enforced in accordance with the laws of the State of
New Hampshire, without reference to its choice of law provisions. 
 10. Division/Separation. This Agreement is divisible and separable so that if any
provision(s) hereof shall be held to be invalid, such holdings shall not impair enforcement or validity of the remaining provisions hereof. If any provision is held to be too broad to be enforced, such provision shall be construed to create an
obligation to the full extent allowable by law. 
 11. Entire Understanding. This Agreement constitutes the entire understanding of the parties with
respect to the specific subject matter of this Agreement and supersedes and replaces any and all prior understandings, arrangements and/or agreements, whether written or oral, relating to the Technology. 
 12. Waiver. Waiver of any breach of this Agreement shall not be construed as a waiver of the underlying obligations of this Agreement. 
 13. Right in Confidential Information. No license or other right is created or granted hereby, except the specific right to receive the Confidential Information
and evaluate it as set forth herein, nor shall any license or any other right with respect to the subject matter hereof be created or granted except by written agreement signed by the duly authorized representative of each of the parties hereto.

 14. Modification. No addition to, deletion from, or modification of the provisions of this Agreement shall be permitted or shall be binding upon a
party hereto unless made in writing and signed by each party. 
 15. Assignment. All of TissueLink’sTM right, title and interest provided by
the terms of this Agreement shall be fully assignable by TissueLink without notification to the Receiving Party. 
 IN WITNESS WHEREOF, the parties have duly
executed and delivered this Agreement on the date first above written. 
  

									
	 RECEIVING PARTY:
	 		 		 	
					
	 By
	 	  
	 		 	Date:	 	  

	 Its
	 	  
	 		 		 	

  

									
	 TissueLinkTM Medical, Inc.
	 		  		  	
	 One Washington Center, Suite 400
	 		  		  	
	 Dover, NH 03820
	 		  		  	
					
	 By
	 	  
	 		  	Date:	  	  

	 Its