MUTUAL NON-DISCLOSURE AGREEMENT
This Mutual Non-Disclosure Agreement (“Agreement”) is entered into as of the date of electronic acceptance (“Effective Date”) by and between 2460 Health Tech, Inc., a Delaware corporation (“2460”), and the undersigned individual or entity (“Recipient”), collectively referred to as the “Parties.”
1. Definition of Confidential Information
“Confidential Information” means any and all non-public information disclosed by either Party to the other, whether orally, in writing, electronically, or by inspection, including but not limited to: business plans, financial data and projections, product and service information, technical specifications, software and source code, customer and user lists, pricing strategies, marketing plans, partnership and vendor arrangements, intellectual property, trade secrets, operational processes, and any other proprietary information that is designated as confidential or that a reasonable person would understand to be confidential given the nature of the information and the circumstances of disclosure.
2. Obligations of the Receiving Party
The Receiving Party agrees to: (a) protect the Confidential Information using the same degree of care it uses to protect its own confidential information, but in no event less than reasonable care; (b) use the Confidential Information solely for the purpose of evaluating a potential business relationship or investment opportunity with the Disclosing Party (the “Purpose”); (c) limit disclosure of Confidential Information to its employees, officers, directors, advisors, and representatives who have a need to know and who are bound by confidentiality obligations at least as restrictive as those contained herein; and (d) not disclose, publish, or otherwise disseminate Confidential Information to any third party without the prior written consent of the Disclosing Party.
3. Exclusions from Confidential Information
Confidential Information does not include information that: (a) is or becomes publicly available through no fault or breach by the Receiving Party; (b) was already known to the Receiving Party prior to disclosure, as evidenced by written records; (c) is independently developed by the Receiving Party without use of or reference to the Confidential Information; (d) is rightfully received from a third party without restriction on disclosure and without breach of this Agreement; or (e) is required to be disclosed by law, regulation, or court order, provided that the Receiving Party gives the Disclosing Party prompt written notice of such requirement and cooperates with the Disclosing Party in seeking a protective order or other appropriate remedy.
4. Term
This Agreement shall remain in effect for a period of two (2) years from the Effective Date. The obligations of confidentiality shall survive the expiration or termination of this Agreement with respect to Confidential Information disclosed during the term.
5. Return of Materials
Upon written request by the Disclosing Party, or upon expiration or termination of this Agreement, the Receiving Party shall promptly return or destroy all copies of Confidential Information in its possession, including any notes, analyses, compilations, studies, or other documents that contain or reflect such Confidential Information, and shall certify in writing that it has done so.
6. No License or Warranty
Nothing in this Agreement grants the Receiving Party any license or rights in or to the Confidential Information, except as expressly set forth herein. All Confidential Information is provided “as is” without warranty of any kind.
7. Remedies
The Parties acknowledge that any breach of this Agreement may cause irreparable harm for which monetary damages would be inadequate. Accordingly, the Disclosing Party shall be entitled to seek equitable relief, including injunction and specific performance, in addition to any other remedies available at law or in equity.
8. Governing Law
This Agreement shall be governed by and construed in accordance with the laws of the State of Delaware, without regard to its conflict of laws principles. Any disputes arising under this Agreement shall be resolved in the state or federal courts located in Delaware.
9. Contact
For questions regarding this Agreement, contact:
2460 Health Tech, Inc.
Email: noah@2460.life
By checking the box below, you acknowledge that you have read, understood, and agree to be bound by the terms of this Mutual Non-Disclosure Agreement. Your electronic acceptance constitutes a legally binding signature.
