PatientLock Standard NDA

1.Purpose.

The Parties wish to evaluate the following specific business opportunity: Describe the specific project or transaction           (the “Business Purpose”). In connection with the Business Purpose, PatientLock may disclose to Counterparty certain confidential and proprietary personal, business, trade, and/or technical information, which PatientLock requires Counterparty to treat as confidential. The Business Purpose shall be interpreted narrowly and does not include any other transaction, project, or relationship between the Parties.

2.Confidential Information.

“Confidential Information” means any and all non-public information or data disclosed, or made available, by the Disclosing Party to the Receiving Party pursuant to this Agreement, including any derivatives thereof. For clarity, and not in limitation of the foregoing, Confidential Information includes concepts, technical data, trade secrets and know-how, report structure and formats, research information, product plans, product information, service information, vendor information, customer and prospective customer information, customer lists, business opportunities, software developments, inventions, processes, formulas, technology, designs, drawings, financial information, business projections, and any other business or personal information disclosed by the Disclosing Party to the Receiving Party, either directly or indirectly, in writing, orally, or by inspection. The terms of this Agreement are Confidential Information.

3.Non-Use and Non-Disclosure.

Receiving Party agrees not to use any Confidential Information of the Disclosing Party for any purpose except to evaluate and engage in discussions concerning the Business Purpose. Receiving Party shall not disclose any Confidential Information of the Disclosing Party to anyone other than its Agents without the prior written consent of the Disclosing Party. “Agents” means the Receiving Party’s own employees, officers, directors, legal counsel, and/or accountants who: (i) have a genuine need to know the Confidential Information in order to evaluate or engage in discussions concerning the Business Purpose; and (ii) have been advised of the confidential, non-public nature of the Confidential Information and of the terms of this Agreement, and are bound by written obligations of confidentiality, non-use, and non-disclosure no less stringent than those contained herein. The Receiving Party shall limit access to the smallest number of Agents reasonably necessary, shall maintain a written record identifying each Agent who has accessed Confidential Information, and shall provide that record to the Disclosing Party within five (5) business days of request. The Receiving Party shall not disclose any Confidential Information to any of its affiliates, parent companies, subsidiaries, or other related entities, or to any of their personnel, and no such entity or person shall be considered an Agent. Receiving Party will not reverse engineer, disassemble, or decompile any prototypes, software, or other tangible or intangible objects which embody the Disclosing Party’s Confidential Information. The Receiving Party shall be responsible for any breach of this Agreement by any of its Agents or by any person or entity that obtains Confidential Information from or through the Receiving Party.

4.Maintenance of Confidentiality.

The Receiving Party represents and warrants that it has in place reasonable and appropriate measures and safeguards to protect the secrecy of, and to avoid disclosure and unauthorized use of, the Confidential Information of the Disclosing Party. Without limiting the foregoing, the Receiving Party will protect the Disclosing Party’s Confidential Information using at least the same degree of care the Receiving Party takes to protect its own most highly confidential information, but in no event less than a reasonable degree of care. The Receiving Party agrees to make copies of Confidential Information only to the extent necessary to fulfill the Business Purpose. All copies of Confidential Information shall be subject to the provisions herein. In the event any Confidential Information contains a proprietary rights notice, Receiving Party shall reproduce the Disclosing Party’s proprietary rights notices on any such approved copies in the same way such notices were set forth in or on the original.

5.Notice of Unauthorized Access or Use.

Receiving Party will advise Disclosing Party in writing as soon as reasonably practicable, and in no event more than twenty-four (24) hours, after the Receiving Party becomes aware of any unauthorized use, access, or disclosure of the Disclosing Party’s Confidential Information, and will promptly take all reasonable steps to contain and remediate the incident.

6.No Obligation.

Nothing herein shall obligate either Party to proceed with any transaction between them, and each Party reserves the right, in its sole discretion, to terminate the discussions contemplated by this Agreement concerning the Business Purpose.

7.Limited Warranty.

PatientLock represents and warrants that it has the right to disclose all Confidential Information disclosed pursuant to this Agreement (the “Limited Warranty”). Except for the Limited Warranty, all Confidential Information is provided “as is,” and the Disclosing Party makes no other warranties, express, implied, or otherwise, regarding its accuracy or completeness.

8.Return, Destruction, and Retention of Materials.

All Confidential Information, and any and all documents and other tangible objects containing or representing Confidential Information which have been disclosed or made available by the Disclosing Party, and all copies or derivatives thereof which are in the possession of the Receiving Party, shall be and remain the property of the Disclosing Party. Receiving Party will not access or retain the Disclosing Party’s Confidential Information, or any copies or derivatives thereof, for a period of time longer than is necessary for the Business Purpose. Automatically, and without further demand, within ten (10) days after the earliest of (i) the end of discussions concerning the Business Purpose, whether by completion or by either Party’s written notice that discussions have ended, (ii) the expiration of this Agreement, or (iii) the Disclosing Party’s written request, the Receiving Party shall return to the Disclosing Party or permanently destroy all Confidential Information in any form or medium, including all copies and derivatives, and shall permanently delete all electronic copies. Within that same period, the Receiving Party shall certify in writing, signed by an officer, that it has complied with this Section, provided that the Receiving Party may retain copies required by law or created by routine, automated backup systems, which copies shall not be accessed and shall remain subject to this Agreement for so long as they are retained.

9.No License.

Nothing in this Agreement is intended to grant the Receiving Party any rights under any patent, mask work right, copyright, or other intellectual property right of the Disclosing Party, nor shall this Agreement grant the Receiving Party any rights in or to the Confidential Information except as expressly set forth herein.

10.Term.

The Receiving Party’s obligations hereunder shall survive until the later of two (2) years from the Effective Date or such time as all Confidential Information disclosed hereunder becomes publicly known and made generally available through no action or inaction of the Receiving Party; provided, however, that Confidential Information constituting a trade secret under applicable law shall remain protected for so long as it qualifies as a trade secret.

11.Protected Health Information.

This Agreement does not authorize the disclosure of protected health information (“PHI”), as defined under the Health Insurance Portability and Accountability Act of 1996 and its implementing regulations (“HIPAA”). Neither Party shall disclose PHI to the other under this Agreement unless and until the Parties have executed a separate business associate agreement or other written agreement governing such disclosure. Any PHI nonetheless disclosed shall be treated as Confidential Information and handled in accordance with HIPAA and all other applicable privacy and data protection laws.

12.Remedies.

The Receiving Party agrees that any violation or threatened violation of this Agreement may cause irreparable injury to the Disclosing Party, entitling the Disclosing Party to seek injunctive relief in addition to all legal remedies, without the necessity of posting any bond or security.

13.Severability.

In the event any term of this Agreement is found by any court of competent jurisdiction to be void or otherwise unenforceable, the remainder of this Agreement shall remain valid and enforceable as though such term were absent upon the date of its execution.

14.Notices.

All notices required or permitted under this Agreement shall be in writing and delivered to the addresses set forth above (or such other address as a Party may designate by notice), by personal delivery, nationally recognized overnight courier, certified mail (return receipt requested), or email with confirmation of receipt. Notice is effective upon receipt. Notices to PatientLock shall be addressed to the attention of its Chief Executive Officer.

15.Miscellaneous.