NON-DISCLOSURE AGREEMENT (NDA)
This Non-Disclosure Agreement ("Agreement") is entered into as of 01/03/2025 by and between M3 Veterinary Innovation Advisors, ("Disclosing Party"), and the party identified at the end of this Agreement ("Receiving Party"), collectively referred to as the "Parties."
1. Purpose
The Disclosing Party may disclose certain confidential and proprietary information to the Receiving Party in connection with discussions or engagements, including but not limited to Request for Proposal (RFP) processes, consulting services, business partnerships, or other professional collaborations (the "Purpose"). This Agreement sets forth the terms and conditions under which such confidential and proprietary information will be disclosed and protected.
2. Definition of Confidential Information
For the purposes of this Agreement, "Confidential Information" includes all data, materials, knowledge, documents, business plans, strategies, trade secrets, technical information, intellectual property, financial data, and any other information related to the Purpose, whether disclosed orally, in writing, electronically, or in any other format.
Confidential Information includes, but is not limited to: Information provided in connection with an RFP, including scope, deliverables, technical requirements, and business strategies.
Any proprietary information shared during consulting engagements or partnership discussions.
Intellectual property, including but not limited to, software code, algorithms, designs, processes, and other business innovations.
Any other information marked as confidential or proprietary.
3. Exclusions from Confidential Information
Confidential Information does not include information that:
a. Is or becomes publicly available through no fault of the Receiving Party;
b. Was in the possession of the Receiving Party before the disclosure;
c. Is independently developed by the Receiving Party without the use of the Confidential Information;
d. Is disclosed to the Receiving Party by a third party with the legal right to make such disclosure; or
e. Is required to be disclosed by law or pursuant to a valid order by a court or governmental authority, provided that the Receiving Party promptly notifies the Disclosing Party of such requirement.
4. Obligations of the Receiving Party
The Receiving Party agrees to:
a. Maintain all Confidential Information in strict confidence and not disclose it to any third party without the prior written consent of the Disclosing Party;
b. Use the Confidential Information only for the Purpose for which it was disclosed and not for any other purpose, including competing with the Disclosing Party or providing services to a competitor of the Disclosing Party;
c. Take all reasonable measures to protect the confidentiality of the Confidential Information using at least the same degree of care that the Receiving Party uses to protect its own confidential information, but no less than a reasonable degree of care;
d. Not disclose or allow access to the Confidential Information to any employees, agents, or representatives except those who need to know such information for the Purpose and who are bound by confidentiality obligations at least as restrictive as those contained in this Agreement;
e. Return or destroy all documents, materials, and other tangible manifestations of Confidential Information upon the conclusion of the Purpose or at the Disclosing Party’s request.
5. No License
Nothing in this Agreement shall be construed as granting the Receiving Party any rights to the Disclosing Party’s intellectual property or any other rights in or to the Confidential Information, except for the limited right to use the Confidential Information solely for the Purpose.
6. Term
This Agreement shall remain in effect for the duration of the Purpose and for a period of five (5) years thereafter, or until such time as the Confidential Information no longer qualifies as confidential under Section 3 of this Agreement.
7. Remedies
The Receiving Party acknowledges that any unauthorized use or disclosure of the Confidential Information may cause irreparable harm to the Disclosing Party. In the event of a breach or threatened breach of this Agreement, the Disclosing Party shall be entitled to seek injunctive relief, without the necessity of posting a bond, in addition to any other remedies available at law or in equity.
8. No Obligation to Engage
The disclosure of Confidential Information does not obligate the Disclosing Party to enter into any further agreement, transaction, or business relationship with the Receiving Party.
9. Jurisdiction and Governing Law
This Agreement shall be governed by and construed in accordance with the laws of the State of Texas, without regard to its conflict of laws principles. Any disputes arising from this Agreement shall be subject to the exclusive jurisdiction of the courts located in Texas.
10. Miscellaneous
a. Severability: If any provision of this Agreement is held to be invalid or unenforceable, the remaining provisions shall remain in full force and effect.
b. Amendments: Any amendments or modifications to this Agreement must be made in writing and signed by both Parties.
c. Entire Agreement: This Agreement contains the entire understanding between the Parties concerning the confidentiality of the Confidential Information and supersedes all prior discussions, agreements, and understandings of any kind.
11. Signatures
This Agreement is digitally signed by the Disclosing Party as of the date set forth below. Upon the Receiving Party's digital signature, this Agreement will be fully executed.
Disclosing Party:
M3 Veterinary Innovation Advisors
Mark F. Magazu, II (Pre-signed for digital execution)
01/03/2025 at 02:57:58
Receiving Party:
