ConvergentNow

Model-Mutual Confidentiality Agreement

 

This agreement effective July 31, 2012, (“EFFECTIVE DATE”) is between Convergent Now LLC (“CNL”) and BiocompanyABC, (“ABC”).

 

Both CNL and ABC (“PARTIES”) are interested in obtaining certain proprietary information from each other concerning product designs, specification, manufacturing, marketing, and distribution of products containing chitosan, alginates, soy and other materials for uses in medical devices, drug delivery systems, cosmetics, OTC and Rx dermatology and plastic surgery treatments, including information disclosed in e-mails, discussions and other means (“INFORMATION”) for the purpose of:

 

1. facilitating discussion between the PARTIES regarding a possible collaboration (“PURPOSE”).

 

Therefore, the PARTIES agree as follows:

1. PARTIES may disclose the INFORMATION to one another.

2. For a period of five (5) years from the EFFECTIVE DATE of this Agreement,  PARTIES will retain INFORMATION only for the PURPOSE and maintain the INFORMATION in confidence.

3. PARTYS’ obligations under paragraph 2 shall not apply if PARTIES can show that the INFORMATION received hereunder:

(a)   was already known to PARTIES prior to the time of first disclosure, as demonstrated by written documentation: or

(b)   at the time of disclosure is in the public domain: or after the date of the disclosure, lawfully becomes a part of the public domain other than through breach of this Agreement by PARTIES; or

(c)   is received without any obligation of confidentiality from a third party having a legal right to disclose the same; OR

(d)   is independently developed by PARTIES by individuals without access to such information, as demonstrated by written documentation; or

(e)   is required by PARTIES pursuant to legally enforceable order, direction or other regulation (“ORDER”), provided however, that PARTIES promptly notify one another in advance of each disclosure and discloses only that INFORMATION necessary to comply with said ORDER.

 

BiocompanyABC                                         Convergent Now                                             

 

Print Name:                                                            Print Name:

Date:  July 31, 2012                                               Date: July 31, 2012

Address:                                                                 Address:

 

                                                                                              

Phone:                                                                    Phone:

E-mail:                                                                   E-mail: