The Docuda Team

NON-DISCLOSURE AGREEMENT

By clicking entering the password, username and clicking login below you and your company are entering into the following agreement (all IP addresses are logged):

Each Party may provide the other with proprietary and confidential information in connection with an evaluation of potential business or investment opportunities with each other. In consideration of such disclosures, the Parties hereby agree as follows:

1. “Confidential Information” shall mean any and all financial or customer information, marketing, product, service or business information, patent applications, proprietary data, trade secrets, know-how, technology, and any other proprietary information relating to the past, present, or future research, development, and business of either Party. Examples of Confidential Information include, but are not limited to: discoveries; concepts; designs; drawings; specifications; techniques; manufacturing information; instructions; samples; models; data; technical manuals’ diagrams; research and development materials; processes; procedures; know-how; marketing techniques and/or materials; marketing and/or development plans; business plans; customer names and other information related to customers; price lists; pricing policies; ordering and shipment data; test market and national volume information; product and package size and design; and financial information.

2. Any Confidential Information transmitted hereunder shall be transmitted in writing and designated as Confidential (or, if transmitted orally, visually, or in another non-tangible form, shall be confirmed in writing and designated as “Confidential” within 30 days of such non-tangible transmission). Any failure to indicate Confidential Information as such will not preclude either Party from later asserting that such information is Confidential.

3. Confidential Information disclosed according to the Agreement shall be used solely for purposes of evaluating potential business or investment opportunities by or between the Parties or establishing a business relationship between the Parties, and for no other commercial purpose, nor any other purpose whatsoever.

4. Each Party agrees to hold in confidence, for an indefinite period, the Confidential Information disclosed to the other, and shall exercise reasonable care to prevent its disclosure to any Third Party; and shall restrict its use to the purpose of this Agreement. Each party agrees not to disclose the Confidential Information to anyone except to such of its employees or consultants whose duties justify the need to know such Information, who have a clear understanding of the obligations of this Agreement, and who are legally obligated to comply with the terms of this Agreement.

5. Each Party shall use its best reasonable efforts to ensure that all of its employees or consultants to whom the Confidential Information is disclosed, take all reasonable precautions to safeguard and preserve the confidential status of the Confidential Information. This includes, without limitation, treating Confidential Information received hereunder with at least the same degree of care each Party uses to protect and prevent disclosure of its own Confidential Information.

6. The Parties shall be under no obligation with respect to any information of the other Party which tangible evidence clearly and convincingly shows: (a) was available to the public at the time of disclosure; or (b) after disclosure, became available to the public through no fault, unauthorized act, or omission of either Party, provided that the obligation to hold the Confidential Information in confidence shall cease only after the date on which such information has become available to the public; or (c) was in the hands of the Party receiving the Confidential Information before it was received from the Party disclosing the Confidential information; or (d) was provided without restriction on disclosure by a Third Party who had the lawful right to make such disclosure.

7. It is understood that the Parties will advise each other within sixty (60) days from the date of this Agreement whether further discussion is desirable unless during that 60 day period, the Parties have entered into a business relationship evidenced by a contract, in which case this Agreement shall continue for the duration of the contractual relationship plus one year after the relationship is terminated. Conversely, if either Party has no interest in proceeding with discussions regarding the business or investment arrangement, then each party will promptly return or certify the destruction of all materials containing received Confidential Information to the other Party, including any copies, digests, or extracts thereof, and any product samples. If either Party makes a written request for the return or destruction of the Confidential Information it has disclosed hereunder, the other Party shall return or certify the destruction of that Confidential Information within thirty (30) days of the written request.

8. This agreement does not grant any right or license, express or implied, to use the Confidential Information except for the purpose of this Agreement, nor any right or license, express or implied, under any patent, patent application, trade-secret, or know-how nor any right to purchase, distribute, or sell any product, nor any other right not expressly granted herein.

9. Unless otherwise agreed, the existence of this Agreement, including the identity of the Parties, and the general nature and content of the evaluation contemplated by the Agreement, shall constitute Confidential Information, which is not subject to the provisions of Paragraph 6.

10. The Parties acknowledge that a breach or attempted breach of the Agreement by one Party will cause irreparable damage to the other Party, and that damages at law will be an insufficient remedy. Accordingly, each Party agrees that the other Party shall be entitled as a matter of right to: (1) injunctive relief in any court of competent jurisdiction to restrain the breach or threatened breach of any covenant herein or otherwise to specifically enforce any of such covenants; and (2) its reasonable attorneys’ fees and costs in obtaining such relief or specific enforcement. Such rights shall be cumulative and in addition to whatever other remedies may be had at law or in equity.

11. This Agreement is to be governed, interpreted, and enforced in accordance with the laws of Texas.


AGREED TO AND ACCEPTED as of the first date that the username, password, and act of clicking the login button below as noted when the IP address was first logged in Future Medical’s server.