ex10_2.htm


    
      

    

    Exhibit
      10.2

    
      


      PROPRIETARY
        INFORMATION AND INVENTIONS AGREEMENT

      


      This
        PROPRIETARY INFORMATION AND
        INVENTIONS AGREEMENT (this “Agreement”), between Nature Vision,
        Inc., a Minnesota corporation (the “Company”), and the
        undersigned employee (the “Employee”).

      


      
        	
                1.

              	
                Purpose
                  of Agreement.  Company and Employee recognize the
                  importance to Company of obtaining Employee’s loyalty and protecting
                  Company’s rights with respect to its business information and
                  inventions.  Accordingly, Employee has entered into this
                  Agreement in consideration of continuing employment with Company
                  and the
                  benefits associated with that employment and in consideration of
                  being
                  given access to Company’s confidential
                  information.

              


      

      


      
        	
                2.

              	
                Confidential
                  Information.

              


      

      


      
        	
                 

              	
                2.1

              	
                Definition.  “Confidential
                  Information” means any information that Employee learns or
                  develops during the course of employment 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, or any
                  information that Company reasonably believes to be Confidential
                  Information.  It includes, but is not limited to, trade secrets,
                  customer lists, financial information, business plans and may relate
                  to
                  such matters as research and development, operations, manufacturing
                  processes, management systems and techniques or sales and
                  marketing.

              


      

      


      
        	
                 

              	
                2.2

              	
                Protection
                  of Confidential Information.  Employee will not
                  directly or indirectly use or disclose any Confidential Information
                  for
                  the benefit of anyone other than Company either during the course
                  of
                  Employee’s position, or at any time after Employee ceases to be employed
                  with Company.  Employee recognizes that the Confidential
                  Information constitutes a valuable asset of Company and will act
                  in such a
                  manner as to prevent its disclosure and use by any person unless
                  such use
                  is for the benefit of Company.  Employee’s obligations under
                  this paragraph are unconditional and will not be excused by any
                  conduct on
                  the part of Company, except prior voluntary disclosure by Company
                  of the
                  information.  When Employee’s employment with Company ends,
                  Employee will promptly turn over to Company all notes, forms,
                  correspondence, memoranda, notebooks, records, files, tapes, manuals,
                  and
                  all other items that disclose, describe, or embody Confidential
                  Information, including all copies, reproductions, products and
                  specimens,
                  regardless of who prepared them.

              


      

       

      
        
          
          

        

        
          
          

          
            

          

        

        
          
          

        

         

      

      
        	
                3.

              	
                Inventions.

              


      

      


      
        	
                 

              	
                3.1

              	
                Definition.  “Inventions”
                  means any inventions, trade secrets, ideas or original
                  works of
                  authorship that Employee conceives, develops, discovers or makes
                  in whole
                  or in part during Employee’s employment that relate to Company’s business
                  or Company’s actual or demonstrably anticipated research or development,
                  or that are made through the use of any of Company’s equipment,
                  facilities, supplies, trade secrets or time, or that result from
                  any work
                  Employee performs for Company.

              


      

      


      
        	
                 

              	
                3.2

              	
                Ownership
                  of Inventions.  Company will own all right, title, and
                  interest, including patent rights, copyrights, trade secret rights
                  and all
                  other intellectual property rights of any sort, throughout the
                  world
                  related to all Inventions.  Employee will promptly disclose to
                  Company in writing all Inventions.  To the maximum extent
                  permitted by law, all Inventions are deemed “works made for hire” under
                  the United States Copyright Act and Company is deemed the author
                  of any
                  Inventions.  To the extent any Inventions are determined not to
                  constitute “works made for hire,” Employee assigns and transfers to
                  Company all right, title and interest in the
                  Inventions.  Employee warrants that any Invention submitted to
                  Company by Employee will be original and will not violate any proprietary
                  or intellectual property right of another person.  Employee
                  waives all moral rights to each Invention, including without limitation,
                  all rights of identification and authorship and all rights of approval,
                  restriction or limitation, use and/or subsequent
                  modifications.

              


      

      


      
        	
                 

              	
                3.3

              	
                Employee
                  Assistance.  Employee will, at Company’s expense,
                  assist Company to perfect, protect, and use its rights to Inventions,
                  including without limitation, transferring Employee’s entire right, title
                  and interest in Inventions and enabling Company to obtain patent,
                  copyright or trademark protection for Inventions anywhere in the
                  world.

              


      

      


      
        	
                 

              	
                3.4

              	
                Continuing
                  Obligation.  The obligations of Employee under this
                  Section 3 continue beyond the termination of Employee’s
                  employment.

              


      

      


      
        	
                 

              	
                3.5

              	
                Exceptions.  This
                  Agreement does not apply to Inventions for which no equipment,
                  supplies,
                  facility or trade secret information of Company was used and which
                  was
                  developed entirely on Employee’s own time, and (a) which does not relate:
                  (i) directly to the business of Company or (ii) to Company’s actual or
                  demonstrably anticipated research or development; or (b) which
                  does not
                  result from any work performed by Employee for
                  Company.

              


      

      


      
        	
                4.

              	
                No
                  Prior Breach.  Employee represents that Employee’s
                  performance of all the terms of this Agreement and of Employee’s duties as
                  an employee of Company will not breach any invention assignment,
                  proprietary information or similar agreement with any former employer
                  or
                  other party.  Employee represents that Employee will not bring
                  to Company any documents or materials of a former employer that
                  are not
                  generally available to the public or have not been legally transferred
                  to
                  Company.

              


      

       

      
        
          
          

        

        
          
          

          
            

          

        

        
          
          

        

         

      

      
        	
                5.

              	
                Remedies
                  for Breach of Agreement.  Employee recognizes that if
                  Employee violates any portion of this Agreement, irreparable damage
                  will
                  result to Company.  As a result, in the event of any actual or
                  threatened breach by Employee, Company is entitled to all rights
                  and
                  remedies available at law and in equity, including without limitation
                  the
                  right to obtain damages for the actual or threatened breach and
                  the right
                  to obtain an injunction to restrain the violation of this Agreement
                  by
                  Employee or by any other person.  Employee will pay all of
                  Company’s attorneys’ fees and costs in any action to enforce the terms of
                  this Agreement in which Company substantially
                  prevails.

              


      

      


      
        	
                6.

              	
                At
                  Will Employment.  This Agreement does not in any way
                  alter the fact that Employee’s employment with Company is at will and may
                  be terminated at any time by Company or Employee, for any or no
                  reason,
                  and with or without notice .

              


      

      


      
        	
                7.

              	
                General.  The
                  provisions above survive the expiration or termination of this
                  Agreement
                  or any renewal of the term of this Agreement.  No amendment to
                  this Agreement or waiver of the rights or obligations of either
                  party is
                  effective unless in writing signed by the parties. This Agreement
                  is
                  governed by the laws of the State of Minnesota without regard to
                  conflicts
                  of laws principles.  The venue for any action hereunder is 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 U.S. District
                  Court,
                  District of Minnesota.  If any provision of this Agreement is
                  held invalid or unenforceable by any court of competent jurisdiction,
                  the
                  other provisions of this Agreement will remain in full force and
                  effect.  Any provision of this Agreement held invalid or
                  unenforceable only in part or degree will remain in full force
                  and effect
                  to the extent not held invalid or unenforceable.  This Agreement
                  contains the entire agreement and understanding of the parties
                  concerning
                  the subject matter of this Agreement.  This Agreement may be
                  signed by facsimile and in
                  counterparts.

              


      

      


      The
        parties have executed this
        Agreement as of the date first written above.

      


      
        	
                COMPANY: 

              	 	
                EMPLOYEE:

              	
                 

              
	 	 	 	 	 
	
                NATURE
                  VISION, INC. 

              	 	 	 
	 	 	 	 	 
	 	 	 	 	 
	
                By:

              	
                /s/
                  Jeffrey P. Zernov

              	 	
                /s/
                  David Kolkind

              	 
	
                   Its:

              	
                Chief
                  Executive Officer

              	 	
                Signature

              	 
	 	 	 	
                David
                  Kolkind

              	 
	 	 	 	
                Printed
                  Name

              	 
	 	 	 	 	 
	
                Dated:

              	
                November
                  26, 2007

              	 	
                Dated:

              	
                November
                  26, 2007