This Agreement, effective as of the date the Receiving Party is granted access to the technical data portal (“Effective Date”), is hereby entered into between Receiving Party, having a place of business stated on the professional user registration form (“Disclosing Party”), and Zoo Pharma Dynamics, Inc. (ZPD), having a place of business at 570 CR 642, Hondo, Texas, 78861 (“Receiving Party”).

 

WHEREAS, Disclosing Party owns and/or possesses certain confidential and proprietary information relating to research and development (“Confidential Information”), and may disclose such CONFIDENTIAL INFORMATION to DISCLOSING PARTY;

 

WHEREAS, Receiving Party desires to obtain access to such CONFIDENTIAL INFORMATION for the purposes of determining whether to enter into a business relationship and relating to the CONFIDENTIAL INFORMATION (“Purpose”); and

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WHEREAS, it is the mutual desire of the parties to preserve the secrecy and confidentiality of the CONFIDENTIAL INFORMATION and any subsequent developments and improvements thereof.

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NOW, THEREFORE, in consideration of the mutual covenants and promises contained herein, the parties hereby agree as follows:

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1. Definition. CONFIDENTIAL INFORMATION shall mean all information provided or shown to RECIEVING PARTY, regardless of whether it is written, oral, audio tapes, video tapes, computer discs, machines, prototypes, designs, specifications, articles of manufacture, drawings, human or machine-readable documents. This Agreement shall not apply to any information that is in the public domain; was previously known to RECEIVING PARTY; was received from a third party having the right to disclose it; is required by statute or a court of law to be disclosed; or is independently developed by RECEIVING PARTY without use of the CONFIDENTIAL INFORMATION. Any and all information disclosed during or in conjunction with the PURPOSE shall be automatically designated as CONFIDENTIAL INFORMATION unless that information is expressly designated by the disclosing party as non-confidential.

2. Ownership. RECEIVING PARTY hereby agrees that DISCLOSING PARTY is the owner of all rights, title, and interest in the CONFIDENTIAL INFORMATION, including all tangible copies and computerized or electronic versions thereof, and RECEIVING PARTY further agrees that the CONFIDENTIAL INFORMATION embodies valuable trade secrets whose disclosure or unauthorized use will cause DISCLOSING PARTY irreparable harm and loss.

3. Non-Disclosure. RECEIVING PARTY shall not disclose to any third person, firm, or corporation, any CONFIDENTIAL INFORMATION that it receives from the DISCLOSING PARTY, except CONFIDENTIAL INFORMATION may be disclosed by the RECEIVING PARTY on a “need to know” basis to its employees, agents or subcontractors who execute a copy of this Agreement prior to the disclosure of any CONFIDENTIAL INFORMATION, to the extent necessary in connection with the RECEIVING PARTY’S consideration and evaluation of CONFIDENTIAL INFORMATION or the preparation of an officer or proposal for the license, acquisition, development or other exploitation of such CONFIDENTIAL INFORMATION for entry into a transaction  or business relationships with the DISCLOSING PARTY.

4. Warranty. RECEIVING PARTY agrees to protect and maintain secrecy of all CONFIDENTIAL INFORMATION to anyone without the express written consent of DISCLOSING PARTY. RECEIVING PARTY further agrees to take reasonable measures to prevent the unauthorized disclosure of the CONFIDENTIAL INFORMATION, and warrants that it will not provide, assign, or otherwise transfer any CONFIDENTIAL INFORMATION to a third party that is not bound by the terms of this agreement.

5. Return of Confidential Information. RECEIVING PARTY shall promptly return or destroy all tangible records of the CONFIDENTIAL INFORMATION and all copies, documents, notes or physical evidence of the CONFIDENTIAL INFORMATION upon the written request of the DISCLOSING PARTY or at the conclusion of all discussions between the parties.

6. Non-Compete. RECEIVING PARTY shall only use the CONFIDENTIAL INFORMATION for the purpose for which it was disclosed, and shall not otherwise (1) manufacture, sell, offer for sale, and/or import goods embodying the CONFIDENTIAL INFORMATION, (2) use the CONFIDENTIAL INFORMATION for its own benefit or for the benefit of any third party, or (3) copy or reproduce the CONFIDENTIAL INFORMATION, except as provided in this agreement. RECEIVING PARTY shall not use the CONFIDENTIAL INFORMATION, except as provided in this Agreement.

7. Reverse Engineering. RECEIVING PARTY shall not analyze or cause to be analyzed any sample or preparation provided by DISCLOSING PARTY except as mutually agreed in writing between the two parties. RECEIVING PARTY shall not reverse engineer, extract, adapt, reformulate, decompile, analyze, modify or otherwise attempt to determine the composition of the CONFIDENTIAL INFORMATION, or any portion thereof.

8. Breach. RECEIVING PARTY acknowledges and agrees that DISCLOSING PARTY shall suffer irreparable injury not compensable by money damages and therefore shall not have an adequate remedy at law in the event of an unauthorized use or disclosure of the CONFIDENTIAL INFORMATION in breach of the provisions of this Agreement. Accordingly, DISCLOSING PARTY shall be entitled to injunctive relief to prevent or curtail any such breach, threatened or actual. The foregoing shall be in addition, and without prejudice, to such rights that DISCLOSING PARTY may have at law or in equity. In the event of a court action brought against RECEIVING PARTY by DISCLOSING PARTY as a result of any such breach, the prevailing party shall be entitled to reimbursement of its reasonable attorney’s fees, plus costs of suit.​

9. Duration. This agreement shall remain in force for a period of one year from the Effective Date above. The obligation of non-disclosure and non-use of the RECEIVING PARTY shall remain in force for a period of 5 years beyond the Effective Date.

10. Miscellaneous.

(a) Nothing herein shall obligate DISCLOSING PARTY to disclose CONFIDENTIAL INFORMATION to RECEIVING PARTY.

(b) It is hereby agreed that this agreement is to be interpreted according to the laws of the State of Texas, and the parties hereby consent to the jurisdiction of Texas state courts or federal courts located within Texas over all matters relating to this Agreement.

(c) This Agreement contains the entire agreement and understanding of the parties with respect to the subject matter of this Agreement and supersedes all prior understandings or agreements, whether written or oral. This agreement may not be altered, modified or changed except by a writing signed by the parties.

(d) By signing below, the signatory for each Party represents and warrants that he or she has all the requisite legal and corporate authority to bind the Party on whose behalf he or she is signing.

(e) This Agreement may be executed in counterparts, each of which shall be deemed an original, but all of which shall constitute one and the same Agreement. The signature pages from any counterpart may be appended to any other counterpart to assemble a fully executed Agreement. Counterparts of this Agreement may be exchanged via electronic facsimile machines. All electronic facsimiles shall be deemed to be an original signature for all purposes.

(f) Notwithstanding termination, the restrictions in disclosure and use of CONFIDENTIAL INFORMATION arising under this Agreement shall continue to be effective after the date of termination.

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 (“Disclosing Party”)

Executive Officers

Zoo Pharma Dynamics Inc

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("Receiving Party”)

Name: On Registration Form

Date: Effective on Access Granted Date​​