Confidentiality , Non-disclosure, &
Non-circumvention Agreement
This Agreement is between John David Sottile. "Sottile," (and his possible future
assigns) and the EMAIL RECIPIENT to mutally protect confidential information disclosed by Sottile and Email Recipient,
each referred to as "Discloser".
This Agreement's Effective Date is the time/date of Email Recipient's time-stamped
email "Reply," Thereafter, this Agreement will remain in effect for five (5) continuous years.
The Email Recipient agrees that his/her "Reply" with the words "I accept" followed by his/her
typed name will constitute a valid digital agreement upon hitting "Send."
"Confidential Information" (CI) is any and all information that is
not readily available to the public, including but not limited to strategic plans; organization charts; acquisition and divestiture
information prior to authorized release; financial reports and information prior to authorized release; research and development
information; information regarding proprietary processes, inventions and prototypes; product specifications; cost and price
planning data; comprehensive customer and vendor databases; personally identifiable patient healthcare information; and clinical
or other scientific test results prior to authorized release; as well as other information that, under the circumstances surrounding
the disclosure, in good faith, ought to be treated as proprietary or confidential. CI may be disclosed orally, in writing,
by samples, by prototypes, by inspections, or by other tangible media. CI includes all financial disclosures and CI
from a third party.
Confidential Markings: The obligation to maintain confidentiality shall
only extend to information that is identified as confidential by the Discloser. CI disclosed in writing shall be clearly
marked as "proprietary", "confidential', or the like. CI disclosed in any manner other than writing shall be preceded or followed
by an oral or written statement that the information is CI falling within the terms of this Agreement, and such disclosure
shall be followed within thirty days by a written statement describing, summarizing, or reducing to writing the CI disclosed.
Exceptions: The restrictions and obligations imposed by this Agreement
shall not apply to information that
· is known to Recipient prior to receipt under this Agreement, as evidenced by written
records;
· is disclosed without restriction to Recipient in good faith by a third party who is
in lawful possession of the information and who has the right to make such disclosure;
· is or becomes public knowledge, by publication or otherwise, through no fault
of Recipient;
· is independently developed by Recipient without reference to any CI received
hereunder;
· is transmitted by Discloser after notification in writing by Recipient that Recipient
does not wish to receive any additional CI from Discloser; and
· is required to be disclosed by law, court order, or subpoena, provided, however,
that the party faced with such compulsion shall provide reasonable notice before making such disclosure to enable the other
party to challenge the basis of the disclosure.
Use and Care of Confidential Information: Recipient agrees that
CI shall be used only to investigate a business relationship. Recipient will treat Discloser's CI with the same care
it uses to protect its own, but not less than a reasonable care under the circumstances. Recipient may only disclose
CI to employees and consultants to fulfill the purpose of this Agreement under appropriate written agreements compliant with
this Agreement. Recipient shall notify Discloser immediately upon discovery of any unauthorized use or disclosure of CI or
any other breach of this Agreement by Recipient, its employees and consultants, and will cooperate with Discloser in every
reasonable way to help Discloser regain possession of the CI and prevent its further unauthorized use or disclosure.
Return of Confidential Information: Upon request, Recipient shall
promptly return to Discloser all of Discloser's CIand all copies thereof, or, at Recipient's election, shall destroy all such
CI (in which instance an authorized officer of Recipient shall certify that such destruction has been completed). That portion
of Discloser's CI that consists of reviews, analyses, compilations, notes, or other documents prepared by Recipient, its employees
or advisers, may be held by Recipient, provided Recipient keeps it confidential pursuant to the terms of this Agreement.
Material samples, device samples, and prototypes shall be returned rather than be destroyed. Recipient may, if Recipient so
elects, retain one copy of Discloser's CI in a secure location with appropriately restricted access for the limited purpose
of enforcing Recipient's rights under this Agreement before a court of competent jurisdiction or pursuant to the requirements
of a governmental agency or by operation of law
Non-Circumvention: Recipient expressly agrees that Recipient
shall not circumvent, decompile, reverse engineer, or disassemble any sample, device, prototype, hardware, software, or other
material, or any portion thereof, identified as CI by Discloser. Nothing in this Agreement grants either party any license
to the other party's intellectual property
Miscellaneous: This Agreement is governed by the laws of the
Commonwealth of Massachusetts. Each Discloser warrants that s/her has the right to make the disclosures under this Agreement,
or to guarantee any possible future business relationship. Information exchanged is provided "as is.”
NEITHER PARTY MAKES ANY OFFER OR PROMISE TO CONDUCT BUSINESS UNDER THIS AGREEMENT.
Export of Technical Data plus Collateral CI: The parties will
adhere to all applicable laws, regulations and rules relating to the export of technical data, and shall not export or re-export
any technical data, any samples or prototypes received hereunder, or the direct product of such technical data to any proscribed
country listed in such applicable laws, regulations and rules unless properly authorized. The parties further agree
to comply with applicable federal and state health and credit confidentiality laws and regulations regarding any personally
identifiable patient healthcare information included as part of CI hereunder.
This is the entire Agreement: There are no representations, warranties,
promises or undertakings other than those stated herein. This Agreement prevails over any other written agreements between
the parties concerning the subject matter of such other agreements. This Agreement may not be amended except in writing
signed by both parties.
For More Information
JOHN DAVID SOTTILE
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