Mutual Understanding on Confidentiality
MedNexus Health, Inc. and the undersigned Recipient
This Confidentiality Agreement (this “Agreement”) is entered into as of the date of electronic signature below (the “Effective Date”) between MedNexus Health, Inc., a Wyoming corporation registered in Minnesota (the “Company”), and the individual or entity identified in the signature block below (the “Recipient”). The Company and the Recipient are each a “Party” and together the “Parties.”
1. Purpose
The Recipient wishes to evaluate the Company, its technologies, its commercial relationships and its business for the purpose of a possible investment, financing, clinic placement, distribution relationship, clinical evaluation, supply relationship, employment, advisory role, or other commercial relationship (the “Purpose”). In connection with the Purpose, the Company may disclose confidential and proprietary information to the Recipient, whether in a presentation, in written materials, on its investor website, or by demonstrating technology. This Agreement governs that disclosure.
2. Confidential Information
“Confidential Information” means any non-public information disclosed by the Company or its Representatives to the Recipient, in any form, whether or not marked as confidential, and whether disclosed before or after the Effective Date. It includes, without limitation:
- business plans, financial statements, models, projections, budgets, pricing, lease and placement economics, cost structure, capitalization, offering terms, and corporate records;
- the identity of and terms with clinics, clinic groups, physicians, distributors, original equipment manufacturers, technology partners, suppliers, contractors, lenders, investors, and prospective counterparties, including the Company’s sales pipeline and customer relationship records;
- the terms of the Company’s distribution, referral, financing, and placement agreements, and any proposal or quotation made to or received from any counterparty;
- information concerning the technologies the Company places or distributes, including imaging system architecture, acquisition and reconstruction methods, energy delivery parameters and treatment protocols, software, designs, specifications, know-how, and unfiled or unpublished inventions, whether owned by the Company or by its technology partners;
- research, testing, laboratory, preclinical, and clinical materials and the results contained in them;
- regulatory strategy and communications with regulatory authorities;
- anything observed, heard, or inferred by the Recipient during a demonstration or a visit to any Company, partner, or clinic facility; and
- the existence and content of the Parties’ discussions, and the fact that the Recipient is evaluating the Company.
Confidential Information also includes any notes, analyses, summaries, compilations, or other material prepared by the Recipient that contains or is derived from Confidential Information.
3. Exclusions
Confidential Information does not include information that the Recipient can demonstrate by contemporaneous written records: (a) was public at the time of disclosure, or later became public through no act or omission of the Recipient or its Representatives; (b) was rightfully in the Recipient’s possession without a duty of confidentiality before disclosure by the Company; (c) is rightfully received by the Recipient from a third party who is free to disclose it; or (d) was independently developed by the Recipient without use of or reference to any Confidential Information.
Specific information is not excluded merely because it falls within the scope of general information that is public, and a combination of features is not excluded merely because individual features are public. Information the Company has filed publicly with the Securities and Exchange Commission is public to the extent of that filing only.
4. Obligations of the Recipient
The Recipient shall: (a) use Confidential Information solely for the Purpose; (b) hold Confidential Information in strict confidence and protect it with at least the degree of care it uses for its own most sensitive information, and in no event less than a reasonable degree of care; (c) not disclose Confidential Information to any person other than its Representatives who have a genuine need to know it for the Purpose and who are bound by written obligations of confidentiality at least as protective as those in this Agreement; and (d) not share, forward, or publish any password or access credential the Company provides for its investor website or data room.
“Representatives” means a Party’s directors, officers, employees, affiliates, attorneys, accountants, and financial advisors. The Recipient is responsible for any breach of this Agreement by its Representatives as though the breach were its own.
5. Demonstrations
If the Company or a technology partner demonstrates any device, system, software, or treatment to the Recipient, the Recipient shall not, without the Company’s prior written consent:
- photograph, film, screen-capture, or audio record any part of the demonstration;
- take or attempt to take any measurement of any device or its output, including optical, spectral, thermal, acoustic, electrical, magnetic, or radiological measurement;
- bring recording, sensing, or measuring equipment into the demonstration area, or operate such equipment on a personal device present there; or
- open, disassemble, probe, connect instrumentation to, or attach anything to any device.
Everything the Recipient observes during a demonstration is Confidential Information, whether or not it was described verbally at the time.
6. No reverse engineering
The Recipient shall not reverse engineer, decompile, disassemble, or otherwise attempt to derive the design, composition, parameters, or method of operation of any technology, product, prototype, or software made available or demonstrated to it by the Company or its technology partners, and shall not permit any third party to do so.
7. Compelled disclosure
If the Recipient is required by law, regulation, or valid legal process to disclose Confidential Information, it shall, to the extent legally permitted, give the Company prompt written notice so the Company may seek a protective order, shall disclose only that portion legally required, and shall use reasonable efforts to obtain confidential treatment for it.
8. Return or destruction
On the Company’s written request, the Recipient shall promptly return or destroy all Confidential Information in its possession, including copies and derived materials, and shall confirm in writing that it has done so. The Recipient may retain one archival copy solely to establish its compliance obligations, and may retain material held in routine automated backup, in each case subject to the continuing obligations of this Agreement.
9. No license and no representation
All Confidential Information remains the property of the Company or, where applicable, its technology partners. Nothing in this Agreement grants the Recipient any license or right, by implication, estoppel, or otherwise, under any patent, copyright, trademark, trade secret, or other intellectual property. Confidential Information is provided as-is, and the Company makes no representation or warranty as to its accuracy or completeness. Nothing in this Agreement obligates either Party to proceed with any transaction or relationship.
10. Securities matters
The Recipient acknowledges that Confidential Information may include material non-public information, and that securities laws restrict trading in the securities of any company while in possession of material non-public information about it. The Recipient shall not trade, and shall not cause any other person to trade, in any security on the basis of Confidential Information. Nothing disclosed under this Agreement, and nothing on the Company’s website, constitutes an offer to sell or a solicitation of an offer to buy any security; any offer is made only by the Company’s executed subscription documents to persons qualified to receive it.
11. Non-solicitation and non-circumvention
For twelve months after the Effective Date, the Recipient shall not, directly or indirectly: (a) solicit for employment or engagement any employee or contractor of the Company who was introduced to the Recipient or identified to it in connection with the Purpose, except through a general public advertisement not targeted at such persons; or (b) circumvent the Company by entering into or pursuing a transaction relating to the Purpose, directly or through an affiliate, with any clinic, clinic group, physician, technology partner, manufacturer, distributor, supplier, lender, investor, or other counterparty first introduced to the Recipient by the Company, without the Company’s prior written consent.
12. Term and survival
This Agreement applies to Confidential Information disclosed at any time and continues for five years from the Effective Date. Obligations with respect to any Confidential Information that constitutes a trade secret continue for as long as that information remains a trade secret under applicable law.
13. Remedies
The Recipient acknowledges that money damages would be an inadequate remedy for a breach of this Agreement and that the Company would suffer irreparable harm. The Company is entitled to seek injunctive relief and specific performance without the necessity of posting a bond or proving actual damages, in addition to all other remedies available at law or in equity.
14. Governing law and venue
This Agreement is governed by the laws of the State of Wyoming, without regard to its conflict of laws principles. The Parties consent to the exclusive jurisdiction and venue of the state and federal courts located in Hennepin County, Minnesota for any dispute arising out of or relating to this Agreement. The prevailing Party in any such proceeding is entitled to recover its reasonable attorneys’ fees and costs.
15. General
This Agreement is the entire agreement of the Parties regarding its subject matter and supersedes all prior understandings regarding that subject matter. It may be amended only in a writing signed by both Parties. If any provision is held unenforceable, it shall be modified to the minimum extent necessary to make it enforceable and the remainder shall continue in effect. No failure or delay in exercising a right waives it. The Recipient may not assign this Agreement without the Company’s prior written consent, and any attempted assignment without consent is void. This Agreement binds the Parties and their permitted successors and assigns. It may be executed in counterparts and delivered electronically.
16. Electronic signature
The Parties consent to conduct this transaction by electronic means. The Recipient agrees that typing its name in the signature field below, checking the acknowledgment box, and submitting this form constitutes its electronic signature, has the same legal force and effect as a handwritten signature, and is intended to authenticate this Agreement under the federal Electronic Signatures in Global and National Commerce Act and applicable state law. The Recipient confirms it is able to access, print, and retain a copy of this Agreement, and that it has been given the opportunity to do so before signing.