Confidentiality

Payment remittance for any and all services indicates full understanding and acceptance of the following. 

This Consulting Agreement (the Agreement) is between Catalyze Healthcare, (Consultant), and [Client Organization],  (Company). Consultant and Company agree as follows:

a. Engagement. This Agreement will be implemented through one or more written statements of work or email confirmations executed by the parties from time to time and provides the terms and conditions applicable to all projects. Consultant agrees to use its best efforts to undertake and complete the services defined in each project (the Services), including delivering the work product specified (the Deliverables), in accordance with the descriptions and schedules specified. 

b. Reports and Reviews. Consultant agrees to communicate regularly (e.g., teleconference, e-mail) with Company concerning the Services. Consultant agrees to fully cooperate with Company in technical reviews and similar oversight of the Services. Company or its representatives may, upon reasonable prior notice and at times reasonably acceptable to Consultant, visit Consultant's facilities and consult during such visits with Consultant's personnel working within the scope of this Agreement. 

c. Fees and Expenses. [Client Organization] will compensate Consultant for all services performed by Consultant at the rate specified in this agreement. In the event the Company is unresponsive or the scope of a project is unable to be completed due to no fault of the Consultant, full payment for the Services will be remitted as agreed upon at project onset.

d. Publicity. Notwithstanding the foregoing, Consultant may identify [Client Organization] on a list of clients without disclosing the nature or details of the underlying Services provided hereunder. 

NON-DISCLOSURE AGREEMENT

This Non-Disclosure Agreement (the “Agreement”) is entered into effective as of the date of the last signature hereto (the “Effective Date”) by and between [Client Organization]and Catalyze Healthcare LLC (“Receiving Party”).

In order for the parties to explore a business transaction between the parties (the “Purpose”), [Client Organization] will need to disclose certain non-public, confidential or proprietary information relating to its business (the “Confidential Information”) and [Client Organization] is willing to provide such information to the Receiving Party subject to the terms and conditions set forth herein.

NOW THEREFORE, in consideration of the foregoing, and the mutual covenants and conditions herein contained, the parties hereto, intending to be legally bound, agree as follows:

1.  “Confidential Information” shall include, but is not limited to, know-how, trade secrets, formulas, methods, processes, technology, techniques, business plans, strategies, pricing, sales and marketing information, and financial information, whether provided orally, by demonstration or in writing, whether tangible or intangible, and in whatever form or medium provided.

2. To the extent practicable, Confidential Information shall be disclosed in written form and marked “Confidential” or in the case of verbal or visual Confidential Information, that which is confirmed in writing as “Confidential” by [Client Organization] within a reasonable time following the initial disclosure. Failure to mark the Confidential Information shall not be deemed to be a waiver, provided that the Confidential Information either by the nature of the information or in the form and manner transmitted is readily recognizable by a reasonable person to be confidential or proprietary.

3. Confidential Information shall not include information that: (i) is or becomes available to the public through no act on the part of the Receiving Party; (ii) is already in the possession of the Receiving Party, as evidenced by its written records; (iii) is obtained from a third party who is lawfully in possession of such information and who lawfully conveys the information; or (iv) is independently developed by or on behalf of the Receiving Party without the benefit of the Confidential Information, as evidenced by written records.

4. The Receiving Party agrees that all Confidential Information shall be kept in confidence and no Confidential Information will be disclosed to any third parties without the prior written consent of [Client Organization]; provided, however, that Confidential Information may be disclosed by the Receiving Party to those of its employees, agents and representatives who have a need‑to‑know for the Purpose and who are obligated to keep the confidentiality of the information consistent with the Receiving Party’s obligations hereunder. 

5. The Receiving Party agrees that it will exercise reasonable precautions to prevent the disclosure to others of Confidential Information (and at a minimum shall protect the Confidential Information to the same extent it protects its own confidential information). If the Receiving Party becomes aware of any misuse or misappropriation of the Confidential Information, the Receiving Party shall immediately notify [Client Organization] in writing of such misuse or misappropriation. The Receiving Party shall be responsible for a breach of this Agreement by any person or entity to which it discloses Confidential Information.

6. The Receiving Party shall not use, copy, reproduce or reverse engineer, in whole or in part, any of the Confidential Information, or use any of the Confidential Information for any purpose, except for the Purpose, or as otherwise specifically authorized by [Client Organization] in advance in writing.

7. Each party agrees that it will not advertise, publish or in any way publicly indicate the fact that it is working with the other party for the Purpose, unless it has received the other party’s prior written authorization. No party shall disclose the existence of this Agreement or any information relating to the Purpose other than as provided herein. Notwithstanding the foregoing, Receiving Party may identify [Client Organization] on a list of clients without disclosing the nature or details of the underlying work. 

8. Upon request from [Client Organization], all Confidential Information, and any copies thereof, shall be promptly returned to [Client Organization] or destroyed (with certification of any such destruction to be provided upon request). Notwithstanding the foregoing, the Receiving Party may retain one copy of the tangible Confidential Information in a secure and restricted location for the sole purpose of identifying its obligations under this Agreement.

9. If a court of competent jurisdiction or any other governmental agency serves the Receiving Party with a subpoena or order or other compulsory instrument and such party has a legal obligation to disclose all or any part of the Confidential Information, the Receiving Party will, if permitted to do so as reasonably determined by such party’s counsel: (i) provide [Client Organization] with prompt written notice of the existence, terms, and circumstances surrounding such request; (ii) if disclosure of the Confidential Information is required, furnish only such portion of the Confidential Information as the counsel for the Receiving Party advises in writing the Receiving Party is legally required to disclose; and (iii) cooperate with [Client Organization], at the request of [Client Organization] and at its own expense, in [Client Organization]’s efforts to object to the disclosure, or obtain an order or other reliable assurance that confidential treatment will be accorded to that portion of the Confidential Information that is required to be disclosed. 

10. [Client Organization] makes no representation or warranty as to the accuracy or completeness of the Confidential Information by reason of this Agreement. 

11. This Agreement shall be governed by the laws of the State of California, without regard to conflict of laws provisions thereof. The parties hereby submit to the jurisdiction of the state and federal courts of the State of California. This Agreement contains the full and complete understanding of the parties with respect to the subject matter hereof and supersedes all prior representations and understandings, whether oral or written. 

12. Except for the limited right to use the Confidential Information as set forth above, the Receiving Party understands and agrees that nothing in this Agreement is to be construed as a grant of, or as an intention or commitment to grant to, the Receiving Party any license or right, title or interest, of any nature whatsoever, in or to the Confidential Information, any inventions or other intellectual property or any products or processes encompassed thereby or any improvements thereon. Further, nothing herein shall obligate a party to enter into a business transaction with the other party.

13. No modification, amendment, or waiver of any provision of this Agreement shall be effective unless the same shall be in writing and signed by the parties hereto. Any waiver of any provision of this Agreement shall be effective only in the specific instance and for the specific purpose for which given. This Agreement may be executed in any number of counterparts, each of which, including electronic transmission thereof, shall be deemed to be an original, and all of which, when taken together, shall constitute one and the same instrument.

14. This Agreement shall be binding upon and inure to the benefit of the parties, their legal representatives, successors, and assigns. This Agreement may not be assigned by the Receiving Party without the prior written consent of the other party. If any provision of this Agreement is declared by a court of competent jurisdiction to be illegal, void or unenforceable, the remainder of this Agreement will continue in full force and effect.

15. This Agreement shall commence on the Effective Date and shall terminate the earlier of (i) the one (1) year anniversary of such date or (ii) the delivery of written notice of termination by one party to the other party; however, the obligations set forth in Sections 4 and 6 above shall expire five (5) years from the date of termination.