This Confidentiality/Non-Disclosure Agreement (hereinafter, the "Agreement"), is entered into thisday of , 2020, between DOCTOR AI, LLC. (hereinafter, "Discloser") and the user (hereinafter "Recipient");
It is understood and agreed to that the Discloser of confidential information may provide certain information related to the Discloser that is and shall be kept confidential and held in strict confidence. To ensure the protection of such information, and to preserve the confidentiality of such information under law including, but not limited to, any and all federal and state laws, such as patent laws, federal and/or state trade secret laws, and/or any federal and/or state unfair competition laws it is agreed that:
1. The Confidential Information to be disclosed can be described as and includes: Invention description(s), software demonstrations, software methods, computer code of any kind, software applications and operations, know-how related to the DDXRX AI system and any modifications to said system, algorithm, formulations, formulas, product concepts and ideas, technical and business information relating to proprietary ideas and inventions, ideas, patentable ideas, trade secrets, drawings and/or illustrations, including any all ideas, relating to that described below.
2. The Recipient agrees:(i)to hold the Confidential Information in strict confidence and to take all reasonable precautions to protect such Confidential Information(including,without limitation,all precautions the Recipient employs with respect to its own confidential materials),(ii)not to disclose any such Confidential Information or any information derived therefrom to any third person for any reason,(iii)not to make any use whatsoever at any time of such Confidential Information except as set forth in paragraph 4,(iv)not to copy or reverse engineer any such Confidential Information and(v)upon the written request by the Discloser at any time,the Recipient will return to the Discloser all Confidential Information and all documents or media containing any such Confidential Information and any and all copies or extracts thereof,save that where such Confidential Information is a form incapable of return or has been copied or transcribed into another document,it shall be destroyed or erased,as appropriate.The Recipient shall procure that its employees,agents and sub-contractors to whom Confidential Information is disclosed or who have access to Confidential Information sign a nondisclosure or similar agreement in content substantially similar to this Agreement not to disclose the Confidential Information obtained from the Discloser to anyone for any reason unless required to do so by law.If the Recipient believes that he/she is required to disclose such Confidential Information by law,Recipient agrees that prior to disclosing any such information,the Recipient shall notify the Discloser in writing and provide the Discloser with at least 14 days’ notice so that the Discloser may take action to protect its interests and to object to any such disclosure prior to any disclosure of such Confidential Information.
3. This Agreement shall not be construed as creating, conveying, transferring, granting or conferring upon the Recipient any rights, license or authority in or to the Confidential Information exchanged, except the limited right to use Confidential Information specified in paragraph 4. Furthermore, and specifically, no license or conveyance of any intellectual property rights is granted or implied by this Agreement.
4. Recipient may use the Confidential Information only for the sole purpose of evaluating potential investment or business relationships with Discloser and/or to provide a quote for services to possibly be performed by Recipient for Discloser. In the event that the Recipient and Discloser enter into a business relationship whereby the Recipient is required to use the Confidential Information, then the Recipient shall enter into a subsequent confidentiality agreement that will specifically govern Recipient’s use of said confidential information pursuant to any such business relationship.
5. Neither party has an obligation under this Agreement to purchase any service, goods, or intangibles from the other party. Discloser may, at its sole discretion, using its own information, offer such products and/or services for sale and modify them or discontinue sale at any time. Furthermore, both parties acknowledge and agree that the exchange of information under this Agreement shall not commit or bind either party to any present or future contractual relationship (except as specifically stated herein), nor shall the exchange of information be construed as an inducement to act or not to act in any given manner.
6. If there is a breach or threatened breach of any provision of this Agreement, it is agreed and understood that Discloser shall have no adequate remedy in money or other damages and accordingly shall be entitled to injunctive relief; provided however, no specification in this Agreement of any particular remedy shall be construed as a waiver or prohibition of any other remedies in the event of a breach or threatened breach of this Agreement.
7. This Agreement including any Exhibit “A” attached hereto, constitutes the entire agreement between the parties concerning the disclosure of Confidential Information and supersedes any prior agreements, understandings, or representations with respect thereto. Any addition or modification to this Agreement must be made in writing and signed by authorized representatives of both parties. This Agreement is made under and shall be construed according to the laws of the State of Mississippi, U.S.A. In the event that this Agreement is breached, any and all disputes must be settled in a court of competent jurisdiction in the State of Mississippi, U.S.A
8. If any litigation is initiated by the Discloser in order to enforce or construe this Agreement, and the Discloser is the prevailing party in such litigation, the Discloser shall be entitled to recover, in addition to all damages allowed by law and other relief, reasonable attorney’s fees incurred in connection therewith and all costs and expenses, which include, but are not limited to, discovery costs, record fees, travel and related expenses, court reporter fees, courier service and delivery fees, electronic database research fees, long distance and facsimile charges, and postage and copying fees, all expert fees, consultant fees, witness fees, filling fees or other costs of court or arbitration costs.
9. This Agreement shall be binding upon and inure to the benefit of the parties hereto and their respective heirs, legal representatives, successors and assigns. Nothing in this Agreement, express or implied, is intended to or shall confer upon any person other than the parties hereto, and their respective heirs, legal representatives, successors and permitted assigns, any rights, benefits or remedies of any nature whatsoever under or by reason of this Agreement.
10. The failure of either party to enforce its rights under this Agreement at any time for any period shall not be construed as a waiver of such rights. If any of the provisions of this Agreement are found to be unenforceable, the remainder shall be enforced as fully as possible and the unenforceable provision(s) shall be deemed modified to the limited extent required to permit enforcement of the Agreement as a whole.
11. This Agreement may be executed in several counterparts, each of which shall be deemed an original, and all of such counterparts together shall constitute one and the same instrument. The Parties acknowledge and agree that By clicking on the "Login" button or "Next" button, the user signs this form electronically and shall constitute original signatures of the Parties, and may be attached to this Agreement to form an original of this Agreement.
THEREFORE, By signing this form, the parties acknowledge that they have read and understand this Agreement and voluntarily accept the duties and obligations set forth herein.