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Contents

  1. RxNDA Form
  2. Purpose
  3. Confidential Information
    1. Exclusions
      1. Public Information
      2. Otherwise Acquired Information
      3. Independently Developed Information
  4. Obligations
    1. Nondisclosure
      1. Permitted Disclosure
    2. Limited Use
    3. Security Measures
    4. Preserve Proprietary Notices
    5. No Illegal Dealing in Securities
    6. No Reverse Engineering
    7. Mitigate Legally Required Disclosure
      1. Give Notice of Required Disclosure
      2. Reimburse Expenses of Cooperation
    8. Give Notice of Leaks
    9. Return and Destruction
      1. Records Policy
    10. Comply with Export Controls
  5. Clarifications
    1. No Obligation to Disclose
    2. No Obligation to Do Business
    3. No License
    4. No Warranty
    5. Freedom to Operate
  6. 18 U.S.C. 1833(b) Notice
  7. Equitable Remedies
  8. Term
    1. Expiration
    2. Termination by Notice
    3. Survival
  9. General Contract Terms
    1. No Assignment or Delegation
    2. Dispute Resolution
    3. Legal Relationship
    4. Written Amendments and Waivers
    5. Notices
    6. Severability
    7. No Third-Party Enforcement
    8. Entire Agreement
    9. Signature

This agreement sets out terms that protect Confidential Information the parties may exchange. Disclosing Party describes each party with respect to Confidential Information it discloses to the other party. Receiving Party describes each party with respect to Confidential Information it receives from the other party.

RxNDA Form

RxNDA LLC published this form as RxNDA Form B-2W-I2I, first edition, first correction. See https://rxnda.com for license terms and other information.

Purpose

The parties anticipate disclosure of Confidential Information for the purpose of (the Purpose).

Confidential Information

Subject to Exclusions, Confidential Information means the following kinds of information:

information disclosed by Disclosing Party during the term of this agreement that is related to the business of Disclosing Party;

the fact that the parties are pursuing the Purpose;

the terms of this agreement;

the fact that the parties have entered into this agreement; and

other information derived from these kinds of information.

Exclusions

Public Information

Information that is now public is not Confidential Information. Confidential Information that becomes public, other than as a result of breach of this agreement, ceases to be Confidential Information.

Otherwise Acquired Information

Information that Receiving Party receives other than from Disclosing Party is not Confidential Information, unless the disclosure breached a confidentiality obligation to Disclosing Party that Disclosing Party made known to Receiving Party.

Independently Developed Information

Information Receiving Party develops independently is not, or ceases to be, Confidential Information of Disclosing Party. Receiving Party shall bear the burden of proving independent development using contemporaneous documentary evidence.

Obligations

Nondisclosure

Except as described in Permitted Disclosure, Receiving Party shall not disclose Confidential Information to anyone.

Permitted Disclosure

Receiving Party may disclose Confidential Information to legal and financial advisers providing services to Receiving Party whose conduct is regulated by laws or professional rules that impose confidentiality obligations.

Limited Use

Receiving Party shall use Confidential Information only to advance the Purpose.

Security Measures

Receiving Party shall take measures to secure materials embodying Confidential Information at least as protective as those Receiving Party employs to secure its own Confidential Information, but in any event no less than reasonable measures.

Preserve Proprietary Notices

Receiving Party shall not remove any proprietary notices attached to materials embodying Confidential Information.

No Illegal Dealing in Securities

Receiving Party party not break securities laws by purchasing, selling, or otherwise dealing in securities of Disclosing Party on the basis of Confidential Information that is material, nonpublic information. Receiving Party shall instruct anyone to whom it discloses Confidential Information that may be material, nonpublic information not to break securities laws by dealing in securities of Disclosing Party.

No Reverse Engineering

Receiving Party shall not reverse engineer any material embodying Confidential Information.

Mitigate Legally Required Disclosure

The following obligations apply when the law requires disclosure of Confidential Information, and when Receiving Party reasonably expects that the law may require disclosure of Confidential Information.

Give Notice of Required Disclosure

If legally permitted, Receiving Party shall promptly notify Disclosing Party of the nature of the requirement and the Confidential Information affected. If practical, Receiving Party shall give notice quickly enough to afford Disclosing Party practical chance to start a proceeding to protect the confidentiality of the Confidential Information. On Disclosing Party request, Receiving Party shall cooperate with Disclosing Party in any such proceeding by providing reasonable assistant, on request from Disclosing Party.

Reimburse Expenses of Cooperation

Disclosing Party shall reimburse Receiving Party's reasonable out-of-pocket expenses of cooperating in any proceeding described in Give Notice of Required Disclosure.

Give Notice of Leaks

Receiving Party shall give Disclosing Party notice when Receiving Party becomes aware, suspects, or anticipates that Confidential Information has been or will be disclosed or used in breach of this agreement or other confidentiality agreements with Disclosing Party.

Return and Destruction

Subject to Records Policy, on termination of this agreement, Receiving Party shall promptly:

return all materials embodying Confidential Information that Disclosing Party provided with request to return; and

destroy all parts of other materials that embody Confidential Information.

Records Policy

When this agreement terminates, if Receiving Party has a written records retention policy for the creation and scheduled destruction of archival or backup records, and only specialized personnel can routinely access those records, then Receiving Party may retain materials embodying Confidential Information until destroyed under that policy.

Comply with Export Controls

Both parties shall comply with export and reexport laws with respect to Confidential Information.

Clarifications

No Obligation to Disclose

No terms of this agreement obligate either party to disclose any Confidential Information.

No Obligation to Do Business

No terms of this agreement obligate either party to enter any business relationship or agreement, related to the Purpose or otherwise.

No License

No terms of this agreement grant any license for any patent, trademark, copyright, or other intellectual property.

No Warranty

Disclosing Party makes no warranty that Confidential Information will be complete or accurate.

Freedom to Operate

No terms of this agreement prohibit either party from:

competing with the other party;

entering into any business relationship with any non-party; or

assigning and reassigning personnel in its sole discretion.

18 U.S.C. 1833(b) Notice

An individual shall not be held criminally or civilly liable under any Federal or State trade secret law for the disclosure of a trade secret that:

is made:

in confidence to a Federal, State, or local government official, either directly or indirectly, or to an attorney; and

solely for the purpose of reporting or investigating a suspected violation of law; or

is made in a complaint or other document filed in a lawsuit or other proceeding, if such filing is made under seal.

An individual who files a lawsuit for retaliation by an employer for reporting a suspected violation of law may disclose the trade secret to the attorney of the individual and use the trade secret information in the court proceeding, if the individual:

files any document containing the trade secret under seal; and

does not disclose the trade secret, except pursuant to court order.

Equitable Remedies

Breach of any obligation under this agreement could cause irreparable harm that money damages could not adequately compensate. Either party, as Disclosing Party, will be entitled to seek an injunction, restraining order, and other equitable remedies for Receiving Party breach of this agreement, without posting bond or security, and without proving actual damages.

Term

Expiration

Unless extended by mutual, written agreement of the parties, this agreement will terminate automatically on the first anniversary of the date of this agreement.

Termination by Notice

Either party may terminate this agreement early by thirty calendar days' prior written notice to the other party.

Survival

Obligations under Obligations survive the term of this agreement for Confidential Information disclosed during the term for five calendar years from the date of termination.

General Contract Terms

No Assignment or Delegation

Neither party may assign any right or delegate any obligation under this agreement without the prior, signed, written consent of the other party. Any attempt to assign or delegate without consent will have no legal effect.

Dispute Resolution

The law of will govern all aspects of this agreement. The parties shall bring legal proceedings related to this agreement only in state or federal courts located in that state. The parties consent to the exclusive jurisdiction of those courts, and waive any objection that legal proceedings brought there are brought in an inconvenient forum. The parties may enforce judgments of those courts in any appropriate forum. A party shall pay attorney fees and costs that the other party incurs in any legal proceeding related to this agreement that results in final judgments on the merits, in the other party's favor, on all the other party's claims.

Legal Relationship

The parties to this agreement are and will remain independent contractors. This agreement does not create any partnership, joint venture, agency, or similar relationship between the parties.

Written Amendments and Waivers

The parties will amend this agreement only by cosigned, written agreement. The parties will waive parts of this agreement, if at all, only by written waiver describing the specific terms waived and in what particular instance, signed by the party waiving.

Notices

The parties shall send every notice, demand, consent, request, or other communication required or allowed by this agreement:

by e-mail to the address the other party provided with their signature; or

by overnight courier, with signature required for delivery, to the address the other party provided with their signature.

Either party may change its e-mail or postal address for later communications by giving notice of a new address.

Severability

If a court decides than any part of this agreement is invalid or unenforceable for any reason, but enforcing the rest of the agreement would serve the purpose of protecting Confidential Information to advance the Purpose, then rest of this agreement will remain in force.

No Third-Party Enforcement

Only the parties may enforce rights under this agreement.

Entire Agreement

The parties intend the terms of this agreement as the final, complete, and only expression of their agreement about protection of Confidential Information exchanged to advance the Purpose.

Signature

A written or electronically signed copy of this agreement delivered by e-mail or other electronic means has the same legal effect as delivering a printed and signed original.