Form of Key Employee Secrecy And Noncompete Agreement

Exhibit 10.11

KEY EMPLOYEE SECRECY AND NONCOMPETE AGREEMENT

THIS AGREEMENT, entered into as of this day of by and between CryoLife, Inc., a Florida corporation (the " Company" ), and (the " Employee" );

WITNESSETH :

WHEREAS, the Company has employed or continues to employ the Employee pursuant to a separate agreement;

WHEREAS, in the course of his/her employment, Employee will gain knowledge of the business, affairs, clients and methods of the Company and also techniques, systems, forms and methods used and devised by the Company or at the Company' s expense, will have access to lists of the Company' s clients and their needs, and will become personally known to and acquainted with the Company' s clients; and

WHEREAS, the Company requires the Employee to enter into this agreement as a condition to his/her employment and/or his/her continued employment by the Company.

NOW, THEREFORE, in consideration of the premises, the employment and/or continued employment of the Employee, the promises hereinafter contained, and other good and valuable consideration, the receipt and sufficiency of which are hereby acknowledged, the parties agree as follows: 1. Definitions .

" Business of the Company" means the following activities in which the Company actively engages: (i) the removal, procurement, preparation, encapsulation, low temperature preservation, storage, transportation, rejuvenation and transplantation of tissue, (ii) the development, manufacture, storage, transportation, distribution and sale of processed, fixed and unfixed, porcine heart valves, and (iii) the development, manufacture, storage, transportation, distribution and sale of sealants, adhesives and other biomedical materials and agents for use in medical procedures.

" Confidential Information" means any and all information of the Company which is not generally known to or by businesses which compete with the Company about the Business of the Company or the Company' s financial affairs. It

includes, without limitation, information relating to accounting, marketing, sources of tissue procurement and distribution, all information of the foregoing type relating to any client of the Company, client lists, client account records, training and operations material and memoranda, personnel records, pricing and service fee information. " Customer" means: (i) hospitals, operating nurses and surgeons who have the power or ability to order or call for new tissue processing services related to the Business of the Company and upon whom the Company calls and (ii) organ procurement organizations and tissue banks from whom the Company procures tissue, and (iii) universities, businesses, inventors, consultants, hospitals, operating nurses and surgeons with whom the Company collaborates or otherwise cooperates or works with in connection with the Company' s research, development, improvement, and refinement of products and services provided, sold, or under development by the Company

" Territory" means the United States of America , the geographic area in which the Company conducts its business.

" Trade Secrets" means the whole and any part of any proprietary information regarding removal, preparation, encapsulation, low temperature preservation, storage, transportation, distribution, rejuvenation and transplantation process and techniques which the Company utilizes in servicing tissue and in its research activities. " Trade secrets" also include the whole or any part or phase of any scientific or technical information, design, process, procedure, formula or improvement of the Company that is valuable and secret (in the sense that it is not known to businesses which compete with the Business of the Company except under restrictive license).

2. Confidential Information . Employee covenants and agrees that he/she will treat as confidential and will not, without the prior written approval of the Company, use (other than in the performance of his designated duties for the company), or disclose any Confidential Information either during the term of his employment hereunder or for a period of 24 months thereafter.

3. Trade Secrets .

Employee covenants and ...