CONFIDENTIALITY AND NONDISCLOSURE AGREEMENT

THIS CONFIDENTIALITY AND NONDISCLOSURE AGREEMENT (this "Agreement") is made as of December 10, 2018 by and between Pillhelp, Inc., a Florida limited liability company having its principal place of business at 8191 Breton Circle, Ft. Myers, FL 33912 ("PILLHELP") and myself having requested a demonstration via the web interface ( https://www.pillhelpworks.com/pharmacisttell.php ) (the "Receiving Party") (hereinafter, PILLHELP and the Receiving Party are each referred to as a "Party" and collectively as the "Parties".)


W I T N E S S E T H:

WHEREAS, PILLHELP has developed software that assists with Medication Therapy Management (MTM) and/or pharmacist consultations, PillHelp Works (the “PILLHELP Software”);

WHEREAS, Recipient would like to learn more about the PILLHELP Software; and

WHEREAS, the Parties agree that, in order to facilitate discussions between them relating to potential business opportunities for their mutual benefit, it may be necessary for PILLHELP to disclose certain information on a confidential basis to the Receiving Party.

NOW, THEREFORE, in consideration of the mutual promises contained herein, each of the Parties hereby agrees as follows:

  1. Confidential Information. PILLHELP may disclose to the Receiving Party certain non-public, confidential or proprietary information that PILLHELP desires to protect against unrestricted disclosure or competitive use (hereinafter "Confidential Information"). Confidential Information specifically includes, but is not limited to, PILLHELP's: PILLHELP Software, business and strategic plans, business summaries, business procedures and processes, business and financial forecasts and reports, prospective product offerings, pricing policies and methods, vendor and business partner identities, purchasing methods and information, operational material and manuals, financial data, accounting information and systems, customer lists, customer profiles and purchase preferences, marketing plans, market analysis reports, sales data, marketing forecasts, licensing procedures, leasing information, trademarks, service marks, copyrights, patents, proposed trademarks or service marks, patent applications, trade secrets, technical and engineering data, drawings, models, software products, source code, algorithms, object and load modules, content, formulas, design specifications, progress and development reports, coding, flow charts, implied elements and relational functionality between elements represented by graphics depicted on the PillHelp website (https://www.pillhelpworks.com/login.php), employee information and corporate information. All information disclosed or provided to the Receiving Party shall be presumed to be Confidential Information regardless of whether such information is provided orally or in writing (regardless of the form of media).

  2. Limitations on Confidential Information. Confidential Information shall not include information, which the Receiving Party can clearly demonstrate falls within any of the following categories:

    1. Information which has come within the public domain through no fault of or action by the Receiving Party or its employees or consultants;

    2. Information which was rightfully in the possession of the Receiving Party prior to its disclosure hereunder;

    3. Information which becomes rightfully available to the Receiving Party from any third party under no obligation of confidentiality to PILLHELP and who has not otherwise gained the information, either directly or indirectly, through improper means.

    If any portion of any disclosed Confidential Information falls within any of the above exceptions, the remainder of the Confidential Information shall continue to be subject to the requirements of this Agreement.

  3. Protection of Confidential Information. The Receiving Party acknowledges that PILLHELP claims its Confidential Information as a special, valuable and unique asset. For itself and on behalf of its officers, directors, agents, employees, and affiliates, the Receiving Party agrees that it shall:

    1. Keep in confidence all Confidential Information received, and not use or copy the Confidential Information or distribute, disclose, or disseminate such Confidential Information except as necessary to assess a possible relationship and/or license agreement with PILLHELP.

    2. Use reasonable care to protect the Confidential Information, and in no event use less than the same degree of care as the Receiving Party safeguards its own confidential information.

  4. Compelled Disclosure. Disclosure of Confidential Information shall not be precluded if disclosure is:

    1. In response to a valid order of a court or other governmental body of the United States or any political subdivision thereof; provided, however, that the Receiving Party shall have given prior written notice to PILLHELP and shall make commercially reasonable efforts to obtain a protective order requiring that the Confidential Information so disclosed be used only for purposes of the court or Governmental authority; or

    2. Otherwise required by law; provided, however, that the Receiving Party shall have given prior written notice to the PILLHELP so that PILLHELP may seek a protective order or other confidential treatment with respect to the Confidential Information so disclosed; or

    3. Necessary to establish the relative rights of the Parties under this Agreement.

  5. Return of Confidential Information. All Confidential Information disclosed under this Agreement shall remain the property of PILLHELP and shall be returned or destroyed within ten (10) days of the termination or expiration of this Agreement or PILLHELP's written request. All documents, memoranda, notes and other writings whatsoever prepared by the Receiving Party based on Confidential Information shall be destroyed and such destruction shall be certified in writing to PILLHELP by an authorized officer of the Receiving Party who is supervising such destruction.

  6. No License. Nothing contained in this Agreement shall be construed as granting or conferring any rights by license or otherwise in or to the PILLHELP Software or any Confidential Information.

  7. No Warranty. Each Party acknowledges that PILLHELP has not made and will not make any representation or warranty as to the accuracy or completeness of its Confidential Information, and each agrees that PILLHELP shall have no liability resulting from the Receiving Party's use of the Confidential Information.

  8. No Waiver. A waiver of any provision or breach of this Agreement must be in writing and signed by an authorized official of the Party executing the same. No such waiver shall be construed to affect or imply a subsequent waiver of the same provision or subsequent breach of this Agreement.

  9. Binding Effect. This Agreement shall benefit and be binding upon the Parties hereto and their respective successors and assigns.

  10. Severability. In the event that any provision of this Agreement is determined by a court to be invalid, such determination shall not affect the validity of any of the other provisions hereof, which shall remain in full force and effect and shall be construed so as to be valid under applicable law.

  11. Entire Agreement. This Agreement and the Letter Agreement contain the entire understanding of the Parties with respect to the subject matter contained herein and supersede all prior agreements and understandings between the Parties with respect to such subject matter. Except as otherwise provided in paragraph 8 with respect to waivers and in paragraph 12 with respect to termination, this Agreement may be amended only by written instrument duly executed by each of the Parties.

  12. Effective Date and Termination. This Agreement shall become effective on the date first written above and shall continue in perpetuity unless otherwise agreed to in writing by PILLHELP.

  13. Equitable Relief. The Receiving Party acknowledges that its breach of the provisions of this Agreement will cause irreparable harm to PILLHELP, and that remedies at law will be inadequate. Therefore, in addition to any other remedies available at law or in equity, PILLHELP may obtain specific enforcement or injunctive relief in the event of any breach or attempted breach of this Agreement without proving actual damages.

  14. Attorneys' Fees. Each of the Parties agrees to reimburse the other for all costs and expenses (including, without limitation, reasonable attorneys' fees) incurred by the other Party in enforcing any provisions of this Agreement.

IN WITNESS WHEREOF, the Parties have caused this Agreement to be executed by their duly authorized representative as of the date first above written.
PILLHELP, Inc. Read and signed electronically on-line by the Receiving Party.