NON DISCLOSURE AGREEMENT

 

            THIS NON DISCLOSURE AGREEMENT (the “Agreement”) is entered into as of today your registration day by and between Remote Smart Health (“RSH”) and you.  RSH and Company may be referred to herein individually as a “party” and collectively as the “parties.”

 

RECITALS

 

Company is interested in acquiring certain information concerning RSH and its operations and properties which RSH considers to be non-public, confidential, or proprietary in nature.  Similarly, RSH is interested in acquiring certain information concerning Company and its operations and properties which Company considers to be non-public, confidential, or proprietary in nature.  In order to induce each party to make this information available to the other, each party is willing to accept such information upon, and to abide by, the terms and conditions set out herein.

 

NOW, THEREFORE, in consideration of the foregoing, and of the mutual promises and covenants contained herein and for other good and valuable consideration, the receipt and sufficiency of which is hereby acknowledged, the parties do hereby agree as follows:

 

Section 1.        Definition of Confidential Information.

 

For purposes of this Agreement, the term “Confidential Information” shall include, but not be limited to, any item of proprietary information or trade secret such as provider lists, customer lists, patient lists, sales lists, invoices, confidential selling and profit information, finances, earnings, volume of business, outlets, methods, products or services under development, systems, practices, plans, and other items of trade secrets, trade knowledge, and trade know-how, analyses, compilations, forecasts, studies, or other documents prepared by agents and representatives, including, without limitation, attorneys, accountants, and financial advisors of a party, and any other information a party considers to be confidential.

 

Section 2.        Confidential Information.

 

All Confidential Information received by one party from the other shall be kept confidential and shall not, without the prior written consent of the disclosing party, be used by or disclosed to any person who is not a party to this Agreement.  Disclosure may be made by a party hereto to its employees, attorneys, and consultants who have a need to know, and each receiving party shall be responsible to the delivering party for any breach of this Agreement by such employees, representatives or agents.  In addition, each receiving party shall be responsible to the delivering party for any breach of this Agreement by any non-employee agents or representatives caused by the receiving party’s actions or inactions.

 

Each party shall promptly notify the other party of any unauthorized use or disclosure of Confidential Information.

 

 

 

Section 3.        Return or Destruction of Confidential Information.

 

All copies of the Confidential Information shall be returned to the delivering party by the receiving party immediately upon the delivering party’s written request therefore or, alternatively, shall be destroyed upon the request of the delivering party, and any oral Confidential Information shall continue to be subject to the terms of this Agreement.  Such destruction of such Confidential Information shall be confirmed in writing by the receiving party.

 

Section 4.        Exceptions to Confidentiality.

 

“Confidential Information” shall not include information that:

 

  • Is or becomes generally available to the public other than as a result of disclosure by the receiving party; or

 

  • Was known by the receiving party prior to disclosure by the non-disclosing party; or

 

  • Became available to the receiving party on a non-confidential basis from a source other than the delivering party (or agent thereof) who is not prohibited from disclosing such Confidential Information to the receiving party by a legal, contractual or fiduciary obligation to the delivering party.

 

Section 5.        Disclosure Under Legal Compulsion.

 

In the event that the receiving party becomes legally compelled to disclose any of the Confidential Information, the receiving party shall provide the delivering party with prompt notice so that the delivering party may seek a protective order or other appropriate remedy and/or waive compliance with the provisions of this Agreement.  In the event such protective order or other remedy is not obtained, or that the delivering party waives compliance with the provisions of this Agreement, the receiving party agrees that it shall furnish only that portion of the Confidential Information which it is advised by written opinion of counsel that it is legally required to disclose and, further, shall exercise its best efforts to obtain reasonable, reliable assurance that confidential treatment will be accorded the Confidential Information so disclosed.

 

Section 6.        Ensuring Confidential Treatment.  The parties shall ensure that they have policies and procedures in place to maintain appropriate controls over Confidential Information.  A security awareness program must be in place or implemented that communicates security policies to all personnel having access to Confidential Information.

 

 

 

Section 7.        Injunctive Relief.

 

Each party hereto acknowledges that breach of this Agreement will cause irreparable harm to the non-breaching party and that remedies at law will be inadequate to protect the other party.  Accordingly, each party hereto expressly agrees in advance to the gaining of injunctive relief in favor of the delivering party (without the need of proof of actual damages or the posting of a bond or other security).

 

Section 8.        Corporate Authorization.

 

Each individual executing this Agreement on behalf of a party represents and warrants that he or she is duly authorized to execute and deliver this Agreement on behalf of said party, and that this Agreement is not in violation of or inconsistent or contrary to provisions of any other agreement to which such entity is a party.

 

Section 9.        Miscellaneous.

 

    • Governing Law. This Agreement shall be governed in all respects by the laws of the State of Florida without regard to any conflict of laws provisions.  The parties hereto consent to the jurisdiction of the courts of State of Florida as the exclusive forum for all disputes relating to this Agreement, and venue for all such disputes shall lie in Brevard County.

 

  • Modification of the Agreement. The provisions of this Agreement may be amended or only by a written agreement signed by the parties hereto.

 

  • Neither party to this Agreement shall assign or transfer its rights, duties or obligations under this Agreement without the prior written consent of the other party.  Other than as expressly provided by this Agreement, any attempted assignment, by operation of law or otherwise, shall be void and unenforceable.  This Agreement shall inure to the benefit of and shall bind the successors and permitted assignees of the parties hereto.

 

  • Severance of Invalid Provisions.  If any provision of this Agreement is found to be illegal, invalid, unconscionable, or unenforceable under present or future laws effective during the term hereof, such provision shall be fully severable.  This Agreement shall be construed and enforced as if such illegal, invalid, unconscionable, or unenforceable provision had never comprised a part hereof.  The remaining provisions shall remain in full force and effect unaffected by such severance, provided that the invalid provision is not material to the overall purpose and operation of this Agreement.

                                   

  • The waiver by RSH of any breach of any provision of this Agreement or warranty or representation herein set forth shall not be construed as a waiver of any subsequent breach of the same or any other provision.  The failure to exercise any right hereunder shall not operate as a waiver of such right.  To be effective, a waiver must be set forth in a writing signed by the waiving party.

 

  •   This Agreement shall be executed by an authorized representative of each party and may be executed in multiple copies.  Each copy shall be deemed an original, but all copies together shall constitute one and the same instrument.

 

 

 

 

  • Entire Agreement. This Agreement contains all the terms and conditions agreed upon by the parties hereto regarding the subject matter of this Agreement.  Any prior or contemporaneous agreements, promises, negotiations or representations, either oral or written, relating to the subject matter of this Agreement not expressly set forth in this Agreement are of no force or effect.  The parties acknowledge that they have sought and received whatever competent advice and counsel as was necessary for them to form a full and complete understanding of all rights and obligations herein and that the preparation of this Agreement has been their joint effort. The language agreed to expresses their mutual intent and the resulting document shall not, solely as a matter of judicial construction, be construed more severely against one of the parties than the other.

 

IN WITNESS WHEREOF, the Check Box Agreement to be executed by their duly authorized representatives as of the day you registered and agreed to these terms of Non-Disclosure Agreement set in place to provide you access to the private information only available to you.