Confidential
MUTUAL CONFIDENTIALITY AND NONDISCLOSURE AGREEMENT
THIS CONFIDENTIALITY AND NONDISCLOSURE AGREEMENT (this “Agreement”) is executed as of July 8 2020, by and
between ______with principal address of ____________and/or any of its affiliates__________, acting as an official
dully appointed distributor of manufacturers of Medical Personal Protection Equipment and Diagnostic Tests, and _______________,
a corporation dully incorporated in the State_________, represented by______________, to assure the protection, preservation, proper
use and non-disclosure of Confidential Information, defined below, that is disclosed or made available by one party (the “Disclosing
Party”) to the other party (the “Receiving Party”). Each of the parties hereto may be a Disclosing Party and/or Receiving Party of the
confidential information defined herein. For clarification purposes, for this agreement to be effective, ______________will need to
show the dully appointment letter accrediting the company as a dully authorized distributor of each Manufacturer subject of this
agreement.(NAME) will need to show the dully appointment letter accrediting the company as a dully authorized distributor of each
Manufacturer subject of this agreement.
WHEREAS, the parties anticipate that they have disclosed or will disclose to each other certain Confidential Information about
themselves and others in the course of _________and __________working together to explore business arrangement of mutual interest
between them (the “Purpose”).
NOW THEREFORE, the parties hereto, in consideration of mutual promises and for other good and valuable consideration, the receipt
and sufficiency of which are hereby acknowledged, and intending to be legally bound, agree as follows:
1.
Purpose. The parties wish to explore a possible business arrangement of mutual interest between them, and the Receiving
Party desires to receive Proprietary and/or Confidential of Disclosing Party. In connection with this, certain trade and business
information proprietary to Disclosing Party, and which Disclosing Party considers confidential, may be provided to Receiving
Party.
2.
Proprietary and/or Confidential Information. Subject to the limitations set forth in Paragraph 3 hereof, Proprietary and/or
Confidential Information means and includes any and all information or material that has or could have commercial value or
other utility in the business of the Disclosing Party. Such information could relate to any aspect of the business of the Disclosing
Party, including information relating to software and systems, research and test results, algorithms, formulae, protocols,
procedures, processes, methods, data analytics, marketing and promotion plans, businesses, financial and pricing plans and
projections, human resources, customers, vendors, intellectual properties, distribution, marketing, servicing, financing, pricing
or proposal information, among others, concerning the Disclosing Party or any customer, client or prospective customer or
client of the Disclosing Party. Proprietary and/or Confidential Information may be in any form, including oral, written, visual,
graphic or electronic. Proprietary and/or Confidential Information also includes all third party information and information that
the Disclosing Party has received from others in confidence and disclosed to the Receiving Party in reliance upon this
Agreement.
3.
Use Limitations.The Receiving Party will not use the Proprietary and/or Confidential Information for its own use or for any
purpose except to explore the currently contemplated business arrangement and not for any other purpose. The Receiving Party
will not copy, reproduce, modify, alter, disassemble, reverse engineer, decompile, publish or distribute any of the Proprietary
and/or Confidential Information unless within the scope of the Purpose or expressly permitted in writing by the Disclosing
Party.
4.
Exclusions. The term “Proprietary and/or Confidential Information” will not include information that the Receiving Party can
demonstrate by competent contemporaneous written documentation that it is: (a) readily available to the public through no
breach, omission, act or failure to act on the part of the Receiving Party; (b) hereafter furnished to the Receiving Party by a
third party, as a matter of right and without restriction on disclosure; (c) the subject of a prior written permission to disclose
provided by the Disclosing Party; (d) known by the Receiving Party at the time of receiving such information, as evidenced by
its written files and records; (e) independently developed by the Receiving Party without use of or reference to the Disclosing
Party’s Proprietary and/or Confidential Information; or (f) required by law, regulation, or valid order of a court or regulatory
agency to be disclosed by the Receiving Party, but only to the limit and extent of such required disclosure and also provided,
that, prior to such disclosure, the Receiving Party will provide the Disclosing Party prompt written notice of such requirement
and assistance in obtaining an order protecting the information from any disclosure or limiting the extent of information to be
disclosed.
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5.
Confidentiality. The Receiving Party agrees that it will take all reasonable steps to hold all Proprietary and/or Confidential
Information in trust and confidence and will not disclose any Proprietary and/or Confidential Information to any third party or
use any Proprietary and/or Confidential Information in any manner or for any purpose not expressly set forth in this Agreement.
6.
Publicity.Except as required by law, neither Party shall issue any press release or make any
other public statement relating to this Agreement, the Discussions or a Relationship without obtaining the prior written
approval of the other Party.
7.
Ownership; Return. All Proprietary and/or Confidential Information (including all copies thereof) will at all times remain
the property of the Disclosing Party and will be promptly returned to the Disclosing Party after the Receiving Party’s need for
it has expired, or upon request of the Disclosing Party, and in any event, upon completion or termination of this Agreement.
8.
Access by Employees. The Receiving Party will advise its employees, if any, who have access to Proprietary and/or
Confidential Information of the confidential nature thereof and agrees that its employees will be bound by the terms of this
Agreement. The Receiving Party will not disclose any Proprietary and/or Confidential Information to any employee or entity
who does not have a need for such information, nor will it disclose any Proprietary and/or Confidential Information to any third
party without first obtaining the Disclosing Party’s express written consent. For the purposes of this Paragraph 6, the term
“employee” will include, in addition to employees, directors, officers, consultants, contractors, representatives, collaborators
and other agents of the Receiving Party.
9.
Continuing Obligation.Exchange of Proprietary and/or Confidential Information by and between the parties is contemplated
throughout the term of this Agreement. All provisions herein relating to holding in confidence all Proprietary and/or
Confidential Information received from the other Party will remain in full force and effect for the period(s) specified by this
Agreement.
10.
As Is. ALL PROPRIETARY AND/OR CONFIDENTIAL INFORMATION IS PROVIDED “AS IS.” EACH PARTY
MAKES NO WARRANTY, EXPRESS, IMPLIED OR OTHERWISE, REGARDING ITS ACCURACY OR
COMPLETENESS.
11.
Non-solicitation. For the period specified by this Agreement, neither Party shall directly or indirectly solicit, or attempt to
solicit, for employment related purposes, either on behalf of itself or any other person or entity, the other Party’s employees or
independent contractors, or otherwise encourage or cause any person to terminate their employment or their work as an
independent contractor with the other Party or any of that Party’s affiliates, subsidiaries or parents.
12.
Non-circumvention. Each Party understands that, in the course of its performance and duties under this Agreement, it will be
introduced to or otherwise become aware of, certain individuals and/or entities with whom the other Party or its principals have
pre-existing relationships, including of a contractual nature, that have resulted from the expenditure of substantial time and
expense by the other Party or its principals (each an “Other Party Relation”), including but not limited to potential customers,
buyers, other end-users, investors, distributors or other service providers. Each Party agrees that it will not at any time, directly
or indirectly, communicate with any Other Party Relations past or present, or otherwise circumvent with respect to any
dealings of the other Party with any Other Party Relation; and that each Party will only interact with and/or conduct any form
of business whatsoever with any Other Party Relation through the other Party and subject to the terms of this Agreement or
any subsequent agreement between the Parties. The Parties agree that this clause be applicable only to the list specified in
Appendix A. Appendix A may grow over time which for the purposes of this agreement can sufficiently be mutually agreed
upon by both parties over written communications such email or WhatsApp through its signatories without the requirement of
signing another agreement. The Receiving party will automatically accept the name of the contact shared by the Disclosing
party, unless it can prove within a period of 48 hours an already existing relationship between the Receiving party and the
contact shared by the Disclosing party.
13.
Term. This Agreement will be effective as of the date first written above and will continue to be effective for a period of three
(3) years, at which time it will terminate. All duties and obligations undertaken respecting Proprietary and/or Confidential
Information already provided or provided hereunder will survive any expiration or the termination of this Agreement.
14.
Attorney’s Fees. The Receiving Party agrees to indemnify and hold harmless the Disclosing Party from and against any and
all claims, losses, liabilities, damages, or costs (including reasonable attorneys’ fees and disbursements) which result from any
breach by the Receiving Party of the terms of this Agreement.
15.
Arbitration. Except for any claims for injunctive relief brought by either Party, any controversy or claim arising out of or
relating to this Agreement shall be settled by binding arbitration administered in the State of Maine, United States of America
by the Chamber of Commerce in accordance with its Arbitration Rules in effect on the date of this Agreement by a single
arbitrator appointed in accordance with such rules. Any award from any such arbitration proceeding may be entered as a
judgment in any court of competent jurisdiction. Each Party shall bear its own costs in connection with any arbitration
hereunder. Nothing herein shall prevent a Party from seeking injunctive relief from any court having jurisdiction over the
Parties and the subject matter of the dispute.
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16.
Injunctive Remedies. The Disclosing Party will be entitled to seek specific performance of the Receiving Party’s obligations
under this Agreement and injunctive or other equitable relief as a remedy for any such breach or anticipated breach without the
necessity of posting a bond. Any such relief will be in addition to, and not in lieu of, any appropriate relief in the way of
monetary damages as may be granted by a court of competent jurisdiction. If any provision of this Agreement will be held by
a court of competent jurisdiction to be illegal, invalid or unenforceable, the remaining provisions will remain in full force and
effect.
17.
Waivers. Any waiver, either expressed or implied, by either party of any default by the other in the observance and
performance of any of the terms, conditions and/or covenants of duties set forth herein shall not constitute or be construed as a
waiver of any subsequent or other default.
18.
Authority. The persons executing this document for and on behalf of the Parties represent that they are fully authorized to do
so on behalf of their respective principals as first set forth above.
19.
Successors. The parties’ rights and obligations will bind and inure to the benefit of their respective successors, heirs, executors
and administrators and permitted assigns.
Governing Law. This Agreement will be governed and construed, and the legal relations between the parties will be
determined, in accordance with the laws of the State of Maine, United States of America without giving effect to the
principles of conflicts of laws. Parties recognize that the laws and public policies of the various states of the United States
may differ as to the validity and enforceability of certain provisions set forth in this Agreement. It is the intention of the
parties that this Agreement shall be construed, interpreted, and enforced according to the statutes, rules of law, and court
decisions of the State of Maine without regard to conflict of law provisions. In the event of any dispute between the parties
under this Agreement, any claims or legal actions by one party against the other arising under this Agreement or concerning
any rights under this Agreement shall be commenced and maintained in any state or federal court located in the State of
Maine. Both parties hereby submit to the jurisdiction and venue of any such court. THE PARTIES FURTHER AGREE, TO
THE EXTENT PERMITTED BY APPLICABLE LAW, TO WAIVE ANY RIGHT TO TRIAL BY JURY WITH RESPECT
TO ANY CLAIM, COUNTERCLAIM, OR ACTION ARISING FROM THE TERMS OF THIS AGREEMENT.
20.
21.
Notice. Any notice required or permitted hereunder will be in writing and will be delivered as follows with the notice deemed
given as indicated: by overnight courier one day after the date delivered to courier, freight prepaid; or by certified or registered
mail five days after the date placed in the mail, postage prepaid; or by facsimile or email one day after such delivery, provided,
however, that such transmission is contemporaneous evidenced by automatically generated proof of transmission. Notice will
be sent to the addresses set forth in the Agreement or such other address as either party may specify in writing.
22.
Entire Agreement. This Agreement is the full, final and exclusive agreement of the parties with respect to the subject matter
hereof and supersedes and merges all prior and contemporaneous understandings and agreements, whether written or oral,
relating to the same subject matter. This Agreement may not be modified or supplemented except by a written instrument
signed by the parties. This Agreement may be executed in one or more counterparts. An executed signature page shall be
deemed original if delivered via facsimile or electronically as a scanned document.
Signature page follows.
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IN WITNESS WHEREOF, the parties have executed this Mutual Confidentiality Agreement as of the date first above written in the
Preamble hereof.
Signed By: _______________________
Signed By: ___________________________
Name:
Name:
Date:
July 8, 2020
Date:
July 8, 2020
MUTUAL CONFIDENTIALITY AND NONDISCLOSURE AGREEMENT – LIQUIDITI – ICON MEDICAL PARTNERS -7082020
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APPENDIX A
NAME OF COMPANY:__________________________________
ADDRESS: ____________________________________________
INTRODUCED BY: _____________________________________
DATE: ___________________
SIGNATURES:
LIQUIDITI:
_______________________________________________
ICON MEDICAL PARTNERS:
________________________________________________
NAME OF COMPANY:__________________________________
ADDRESS: ____________________________________________
INTRODUCED BY: _____________________________________
DATE: ___________________
SIGNATURES:
LIQUIDITI:
_______________________________________________
ICON MEDICAL PARTNERS:
________________________________________________
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