THIS NON-DISCLOSURE AGREEMENT (this “Agreement”) is made by and between the business associate hereinafter designated as “Contact" and "Doctors Connection” hereinafter designated as the “Company.”
WHEREAS, Contact will be having discussions concerning the Company’s business activities to explore a consulting or other business relationship, which discussions will require the Company to disclose information to Contact that Company deems proprietary and confidential; WHEREAS, in connection with such discussions, Doctors Connection may disclose information & trade secrets relating to their business (including, but without limitation, marketing materials, communications and customer lists, computer programs, technical drawings, graphics & media files, algorithms, scripts, know-how, formulas, processes, ideas, inventions (whether patentable or not), schematics and other technical, business, financial, customer and product development plans, forecasts, strategies, business practices and information), which to the extent presently, or subsequently disclosed is hereinafter referred to as “Proprietary and Confidential Information”. All information of the Company that is disclosed to Contact or to which Contact obtains access, whether originated by Contact or by the discloser or others, shall be presumed to be Confidential Information.
“Proprietary Information” also includes proprietary or confidential information of any third party who may, at the request of or on behalf of a party, disclose such information to either party in the course of the discussions, but shall not include information that is (i) made available or becomes generally available to the public through no improper action or inaction by either party or any agent, consultant, affiliate, contractor or employee; (ii) disclosed by a third party who did not owe a duty of confidentiality; (iii)in possession or known without restriction prior to receipt from the other party; or (iv) independently developed without use of any Proprietary Information by employees who have had no access to such information.
WHEREAS, the parties desire to provide for the protection and non-disclosure of Proprietary Information exchanged pursuant to this Agreement;
AGREEMENTS: In consideration of the parties’ discussions and any access to Proprietary Information of Doctors Connection, both parties make the following Agreements:
1. Proprietary Information: Contact shall hold all Proprietary Information including, without limitation, all information related to medical device, regenerative medicine, biologic products, capital equipment, laboratory testing & supplies and all related vendors we work with in the strictest of confidence and to exercise a high degree of care to protect such information.
Each party agrees not to disclose Proprietary Information, or any information derived there from to any firm, supplier, business, third party or other organization without the prior written consent of the Disclosing Party. Each party agrees not to reverse engineer, tamper, alter or copy any such Proprietary Information.
Contact agrees not to disclose any Proprietary Information to employees, agents or others who do not have a demonstrable need to know information. Further, Contact agrees to be liable and responsible for the actions of Contacts friends, relatives, affiliates, subsidiaries, divisions, employees, officers, directors, partners, shareholders, co-investors, agents, independent contractors, attorneys, auditors and financial advisors with regard to use and disclosure of any Proprietary Information provided by the Disclosing Party to the Receiving Party hereunder.
2. Confidential information: Contact acknowledges that the product marketing and services performed by Doctors Connection (i.e.., medical device, regenerative medicine, biologic products, capital equipment, laboratory testing & supplies and all related vendors we work with) are unique and that Doctors Connection employs a unique business model which is confidential to Doctors Connection.
Contact acknowledges that in connection with having detailed discussions concerning employment or relationship with Doctors Connection, Contact may be acquiring certain confidential information and trade secrets of Doctors Connection which may include, without limitation, compensation, business methods, clinical data or information, management reports, financial statements, internal memoranda, reports, confidential technology, processes and other materials, records and/or information of a proprietary nature (“Confidential Information”). Therefore, in order to protect Confidential Information, Contract shall not use any Confidential Information except in discussions with Doctors Connection and in connection with the performance of Services pursuant to any subsequent Agreement with Doctors Connection, or divulge Confidential Information to any third party, unless Doctors Connection consents in writing to such use or divulgence or disclosure is required by law.
Contact understands that any information in regard to the business and/or vendors contracted with Doctors Connection is considered “Confidential Information” and agrees not to disclose this information except to representatives of the Contact, which must also sign an NDA. Doctors Connection also agrees not to disclose any information classed as “Confidential Information” of the Contact.
3. Return of materials & documents: In the event Contact receives a request or demand for the disclosure of Confidential Information, Contact shall promptly (within two (2) business days after receipt of such request or demand) provide written notice to Doctors Connection of such request or demand, including a copy of any written element of such request or demand. Upon termination of discussions, Contact will not take or retain, without prior written authorization from Doctors Connection, papers, fee schedules, files, or other documents or copies thereof or other Confidential Information of any kind belonging to Doctors Connection and pertaining to patients, business, sales, financial condition, or products of Doctors Connection. All such documents and information shall be immediately returned to Doctors Connection or destroyed.
4. The Contact agrees to not circumvent and work with employees, business associates, clients, manufacturers, suppliers and other third party vendors introduced by Doctors Connection. It is understood that the introducing party retains ownership of such a referral and that the other party cannot deal directly with such referred company without the written consent of the referring party. This non-circumvention provision shall expire at the end of two (2) years from the termination of this Agreement.
5. The Contact agrees to the following:
(a) This agreement may not be altered, modified, amended or discharged, in whole or in part without the express written permission of both parties hereto.
(b) Each provision herein shall be treated as a separate and independent clause, and the unenforceability of any one clause shall in no way impair the enforceability of any other clauses herein.
(c) Doctors Connection may disclose Proprietary Information as required by law or court order, provided that such party uses diligent efforts to limit disclosure and to obtain confidential treatment or a protective order for such disclosed Proprietary Information. In the event of such requested disclosure, Disclosing Party shall have the right to review all information related to such requested disclosure and to participate in preparing the response to such request; or, if Disclosing Party so desires, to assume entirely the defense of such request for disclosure. The Contact shall immediately give notice to the other of any unauthorized use or disclosure of the other’s Proprietary Information by the party or its employees or agents.
(d) This Agreement shall govern all communications, whether electronic, written, oral, or other medium between the parties made during the term of this Agreement.
(e) The Receiving Party’s obligations under the terms of this Agreement shall continue with respect to all Proprietary Information disclosed shall survive the discussions or termination of any business arrangement created between the parties.
(f) The Contact acknowledges and agrees that due to the nature of the Proprietary Information, there can be no adequate remedy of law for any breach of its obligations hereunder, which breach may result in irreparable harm. Upon any such breach or any threat thereof, the Disclosing Party shall be entitled to appropriate equitable relief in addition to whatever remedies it might have at law. In the event that any of the provisions of this Agreement shall be held by a court to be overly broad as to scope, such provision or provisions shall be limited or eliminated to the minimum extent necessary so that this Agreement shall otherwise remain compatible with the law as it shall appear.
(g) This Agreement supersedes all prior discussions and writings and constitutes the entire agreement between the parties with respect to the subject matter hereof.
(h) This Agreement shall be binding upon and inure to the benefit of Doctors Connection and Contact and their respective successors and assigns, provided that Contact may not assign any of his obligations under this Agreement without Doctors Connection prior written consent.
IN WITNESS WHEREOF, the Contact hereby agrees to the terms of this agreement on the date of signature below.
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Document Name: NON-DISCLOSURE AGREEMENT
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