Non-Disclosure and Confidentiality Agreement

This Non-Disclosure and Confidentiality Agreement (hereinafter the “Agreement”), becomes effective as of the date on which discussions commence regarding Inventory Sight’s dental management system, hereinafter “Effective Date”, by and between you, an individual and/or legal entity, hereinafter referred to as “Customer” on the one hand and Inventory Sight LLC, a New Jersey S Corporation having its principle place of business at 43 Cottage Place, Riverdale, NJ, 07457, hereinafter referred to as “iSight”, on the other hand, both hereinafter collectively referred to as “Parties” or individually as “Party”. The Party disclosing Information is the “Discloser” and the Party receiving Information is the “Recipient”.

PREAMBLE

WHEREAS, the Parties intend to hold discussions and negotiations concerning RFID asset tracking and managing hardware and software, hereinafter referred to as the “Permitted Purpose“.

WHEREAS, in the course of such discussions, evaluations and/or negotiations, it is anticipated that the Parties may disclose to each other from time to time certain non-public, confidential and/or proprietary information relating to its business.

The Parties agree that such Confidential, proprietary, and non-public Information made available by one party (“Disclosing Party”) shall be kept confidential by the other party (“Receiving Party”) as set forth in this Agreement.

NOW THEREFORE, the Parties agree as follows: 

1. The word “Information” used in this Agreement shall mean any proprietary or confidential Information disclosed by the Discloser or any of its directors, officers, employees, affiliates, accountants, counsel or other agents, independent contractors, advisors or representatives to the Recipient or any of its directors, officers, employees, affiliates, accountants, counsel or other agents, independent contractors, advisors or representatives under the Agreement concerning the Permitted Purpose, either in writing, orally, electronic or any other way, subject to the conditions set forth hereafter, including without limitation any electronic, written or printed documents, know-how, marketing, financial documents, computer program, process information or data samples, computer software, specifications, drawings or designs, samples, models, tangible or intangible, or any other kind of disclosed information.
2. The Information disclosed by the Discloser shall be kept in strict confidence by the Recipient and used solely for the Permitted Purpose. The Parties undertake not to exploit the Information either themselves nor indirectly through third parties for other purpose without the express written consent of the Discloser and none of the Parties shall disclose or permit disclosure of any Information whether directly or indirectly to third parties or to their employees, contractors or agents, excepting those who need to have the Information to carry out the Permitted Purpose and who have agreed to be bound by terms, no less strict than those herein. The Parties are liable for their directors, employees, contractors, or agents. The Recipient shall neither reverse engineer, de-compile or disassemble the Information nor copy or reproduce the Information or parts thereof.
3. The Recipient shall not use the Information of the Discloser, in whole or in part, to compete with the Discloser or to otherwise complete, commercially disadvantage or otherwise damage the Discloser.

4. No Modification of Confidential Information. The receiving party will not copy, decompile, modify, reverse engineer, or create derivative works out of any Confidential Information without the disclosing party’s explicit written consent.

5. Nothing in the Agreement may be construed as compelling either Party to disclose Information to the other Party or to enter into any further contractual relationship. Each Party bears its own expenses in connection with the execution of this Agreement.

6. The Parties hereby represent that the disclosure and use of Information is not contrary to the laws and regulations of its respective country.

7. In any case, the obligations stated herein regarding confidentiality remain valid for a period of five (5) years from the expiration or termination of the Agreement (ref. Paragraph No. 12). Information shall be protected and kept in strict confidence by the Recipient using the same degree of care and safeguards as to its own Information, in no case less than reasonable care.

8. With regard to this Agreement, Information shall not be considered as confidential, if the Recipient can prove that such Information: has come into the public domain prior to or after the disclosure thereof without a breach of the Agreement by the Recipient or its employees; or is already known to the Recipient, as evidenced by written documentation in the files of the Recipient; or has been lawfully received from a third Party without restrictions or breach of the Agreement; or is approved for release or use by written authorization of the Discloser; or is independently developed in good faith by employees of the Recipient, who did not have access to the Information; or has been or is published without violation of the Agreement, or is required to be disclosed due to law, order or demand of a court of competent jurisdiction. As a prerequisite therefore, the Discloser is to be informed of in what form and why the Information is required to be disclosed without delay. There is no right of retention.

12. It is explicitly agreed by the Parties that the disclosure of Information by the Discloser shall not be construed as granting to the Recipient any rights whether expressed or implied (by license or otherwise) or any property right whether intellectual, industrial, trademark, copyright or others.
13. The property in all Information or copies thereof disclosed by the Discloser to the Recipient shall rest with the Discloser. The Information or copies thereof shall be completely returned or destroyed by the Recipient immediately upon request of the Discloser without giving any reasons. The obligations of the Agreement remain unaffected.
14. Receiving Party shall maintain reasonable procedures to prevent accidental or other loss of any Confidential Information and shall exert at least the same degree of care as it uses to protect its own Confidential Information of a similar nature (but in no event less than a reasonable degree of care). In the event of any loss, Receiving Party shall immediately notify Disclosing Party.
15. This Agreement shall expire two (2) years from its Effective Date and may be terminated by either Party at any time on ninety (90) days prior written notice to the other Party. Upon any expiration or termination of this Agreement, or at any time upon written request of the Disclosing Party, the Receiving Party shall within thirty (30) days return to Disclosing Party all documents or other tangible things representing Disclosing Party’s Confidential Information and all copies thereof.
16. The exchange of Information will be affected free of charge and all Information is provided “as is”. EACH PARTY MAKES NO WARRANTIES, EXPRESS, IMPLIED OR OTHERWISE, REGARDING ITS ACCURACY, COMPLETENESS AND FITNESS FOR A PARTICULAR PURPOSE OR PERFORMANCE.
17. The Parties will comply with all applicable worldwide export and import laws and regulations and export control regulations.
18. The Agreement shall also apply to any Affiliate of a Party that has a bona fide need to know for the Permitted Purpose; however, under no circumstances shall an Affiliate be a competitor of the Disclosing Party. “Affiliate” shall mean any entity of which more than fifty percent (50%) of the stock or other equity interests entitled to vote for the election of directors or an equivalent governing body owns, is owned by, or is under common control with, a Party hereto, for so long as such ownership exists.
19. The Agreement shall be governed by New Jersey law. All disputes, except those seeking injunctive relief as an interim or permanent remedy, arising out of or in connection with this Agreement, including disputes on its conclusion, binding effect, amendment and termination, shall be resolved, to the exclusion of the ordinary courts by an Arbitral Tribunal in accordance with the Arbitration Rules of the United States Institution of Arbitration. However, the Parties agree that a violation of this agreement will cause immediate irreparable harm and damage to the Discloser who shall be entitled to apply to a court of competent jurisdiction in New Jersey for the full spectrum of injunctive relief,
20. This Agreement constitutes the entire agreement between the Parties relating to the Permitted Purpose and supersedes all previous representations, communications or understandings, whether oral or written between the Parties relating thereto. There are no understandings, agreements, or representations not specified herein. Nothing in this Agreement is intended to grant any license or rights under any patent, patent application, or copyright.
21. If any provision of this Agreement or any portion thereof is determined to be void or unenforceable by a court of competent jurisdiction, such determination will not affect the validity of the remaining provisions but should be replaced by a regulation that serves the Permitted Purpose.
22. This Agreement may not be amended or modified except by a writing signed by both parties.

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