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Exhibit 10.3


Exhibit II


Confidentiality and Intellectual Property Agreement



A.           The undersigned Employee acknowledges that, during the term of his/her employment with Sharps Compliance, Inc. (“SHARPS”), that he/she will be provided with, or otherwise become privy to, SHARPS information which is proprietary and confidential in nature. Therefore, as a condition to continued employment with SHARPS, Employee hereby agrees as follows:


B.           Employee recognizes and acknowledges that he/she will have access to certain confidential information, proprietary data, and trade secrets of SHARPS, and of entities and individuals controlling, controlled by, or under common control with SHARPS (its “Affiliates”), including, but not limited to, customer names and lists, contracts, terms of contracts, calculations, specifications, drawings, plans, records, employee information, compilations of information, formulas, patterns, devices, patents, trademarks, copyrighted materials, and other confidential information and data either created or compiled by SHARPS or received from its customers or others and incorporated into SHARPS’s confidential information (all collectively the “Confidential Information”).  Employee also recognizes and acknowledges that this Confidential Information is generally not available to or known by the public or SHARPS’s competitors and constitutes valuable, special, and unique property of SHARPS and its Affiliates that provides to SHARPS and its Affiliates an advantage over their competitors.


C.           Employee shall not, during or after the term of this Agreement, directly or indirectly, undertake in any fashion to take commercial or proprietary advantage of, or profit from, any of such Confidential Information, or disclose to any person or firm, corporation, association, or other entity for any reason or purpose whatsoever (except to authorized representatives of SHARPS and as otherwise may be necessary in the course of performing your employment hereunder).  Employee additionally agrees that he/she shall maintain the confidentiality of all such Confidential Information of SHARPS, its Affiliates, or its customers for the sole use and benefit of SHARPS.  All Confidential Information and all files, records, documents, contract equipment or similar items relating to the Confidential Information or to the business of SHARPS or its Affiliates, whether prepared by you or otherwise coming into your possession during the term of your employment or hereafter, shall remain the exclusive property of SHARPS and its Affiliates.


D.           Employee shall promptly return to SHARPS all materials or property of any kind or character

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