This Non-Disclosure Agreement (the “Agreement”), dated the same day, month and year as the Distributor’s electronic signature to the Agreement at www.MerrifieldLabs.com/NDA (the “Effective Date”), is entered into between the corporation or entity as provided (“Distributor”), and Merrifield Labs, a Wyoming corporation (“Supplier”, and together with Distributor, the “Parties”, and each, a

“Party”).

WHEREAS, Distributor is a health distribution company focused on meeting the needs of its patients and customers inside the country of of its Physical Address provided;

WHEREAS, Supplier manufactures and sells a product line of peptides and/or other active pharmaceutical ingredients (“Products”) and provides related products (“Related Products”) for the use, consummation and/or reconstitution of its Products (hereinafter collectively referred to as “Supplier’s Products”);

NOW, THEREFORE, in consideration of the mutual covenants, terms and conditions set out herein, and for other good and valuable consideration, the receipt and sufficiency of which are hereby acknowledged, the Parties hereto agree as follows:

 

MUTUAL NON-DISCLOSURE

 

WHEREAS, the Parties wish to investigate and/or conduct certain business arrangement(s) as set forth above and thereby will naturally, as part and parcel to conducting business with each other, provide each other access to the Confidential Information (as defined below), in order to aid the Parties, their customers and their employees and their contractors.

 

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

 

1.0 Definitions

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1.1 “Affiliate” means, with respect to a party, any person, corporation or other business entity which, either directly or indirectly, controls such party, is controlled by such party, or is under common control with such party. As used herein, the term "control" means possession of the power to direct, or cause the direction of the management and policies of a corporation or other entity, whether through the ownership of voting securities, by contract or otherwise.

 

1.2 “Confidential Information” means all information, in whatever form or manner presented, that relates to this Agreement and the business to be conducted between the Parties under this Agreement, including but not limited to clinical and non-clinical data, business plans, product samples and specifications, know-how, trade secrets, technical and non-technical materials disclosed by either party, active pharmaceutical ingredient (API) formulations or contents, dosing charts, sources of manufacturing, sources of procurement of API, and any discussions and proceedings relating to any of the foregoing.

 

1.3. "Disclosing Party" means the Party that discloses Confidential Information to the other Party.

 

1.4 “Disclosure Period” means the period during which either Party may be disclosing Confidential Information to the other Party. The Disclosure Period shall commence on the Effective Date set forth above, and shall expire sixty (60) months after such date.

 

1.5 “Receiving Party” means the Party who receives Confidential Information from the other party.

 

2.0 Treatment of Confidential Information

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       2.1 Each Party shall treat the Confidential Information of the other Party as strictly confidential and shall safeguard such Confidential Information with the same degree of care with which it holds its own confidential information, but in no event less than reasonable care.

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       2.2 The Receiving Party shall not, without the prior written consent of the Disclosing Party, (i) disclose to any third party any of the Disclosing Party’s Confidential Information, or (ii) use such Confidential Information for any purpose other than to evaluate and conduct the Parties’ business affairs naturally flowing from this Agreement. The above confidentiality obligations shall not apply to any information that:

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a. was in the possession of the Receiving Party or any of its Affiliates prior to the time of disclosure;

 

b. is or becomes public knowledge through no fault, omission or other act of the Receiving Party or any of its Affiliates;

 

c. is obtained from a third party under no obligation of confidentiality with respect to the Confidential Information; or

 

d. the Receiving Party can demonstrate was independently developed by or for the Receiving Party without violating the terms of this Agreement.

 

       2.3 If the Receiving Party is requested to disclose the Confidential Information of the Disclosing Party or the substance of this Agreement in connection with a legal or administrative proceeding or otherwise to comply with a requirement under the law, the Receiving Party will give the Disclosing Party prompt notice of such request so that the Disclosing Party may seek an appropriate protective order or other remedy, or waive compliance with the relevant provisions of this Agreement. If the Disclosing Party seeks a protective order or other remedy, the Receiving Party, at the Disclosing Party’s expense, will cooperate with and assist the Disclosing Party in such efforts. If the Disclosing Party fails to obtain a protective order or waives compliance with the relevant provisions of this Agreement, the Receiving Party will disclose only that portion of the Confidential Information which its legal counsel determines it is required to disclose.

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       2.4 All obligations of confidentiality hereunder will terminate sixty (60) months from the Effective Date. If this Agreement renews, the obligations of confidentiality will renew as well for the same Terms as the renewal period. FURTHER, all obligations of confidentiality will continue for a period of ten (10) years after any termination of this Agreement occurs, as set forth above.

 

       2.5 Upon request, at the end of the Disclosure Period or upon conclusion of the Parties’ business under this Agreement, whichever is earlier, the Receiving Party shall return any Confidential Information in its possession, except for one copy of the documents disclosed which may be kept in the files of its legal advisors for archival purposes.

 

2.6 Each Party shall be entitled during its evaluation of the Confidential Information of the other party to disclose such Confidential Information to its Affiliates, directors, officers, employees and/or third-party consultants who (i) shall reasonably need to know such Confidential Information in order to evaluate the Project, and (ii) are under obligations of confidentiality substantially similar to those contained herein.

 

3.0 General Provisions

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       3.1 Each Party represents and warrants to the other Party that it has the right to enter into this Agreement and disclose its Confidential Information to the other Party, and that it is not under any obligation to any third party that would prevent it from entering into this Agreement.

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       3.2 Neither this Agreement, nor either Party’s performance under it, will (a) transfer to the Receiving Party, or create in the Receiving Party, any proprietary right, title, interest or claim in or to any of the Disclosing Party’s Confidential Information; (b) obligate either Party to enter into any other agreement or undertaking of any nature whatsoever with the other Party; (c) prohibit either Party from entering into any other agreement with any other Party, if doing so will not violate such Party’s obligations hereunder; or (d) be

construed as granting a license to the Receiving Party to the Confidential Information of the Disclosing Party.

 

       3.3 Neither Party shall assign its rights hereunder without the express written consent of the other Party, which consent shall not be unreasonably withheld; provided, however, that either Party may assign its rights hereunder to its Affiliates or to the successor of all or substantially all of the business to which this Agreement pertains.

 

       3.4 This Agreement shall be governed by and construed in accordance with the laws of the State of Texas, other than those provisions governing conflicts of law. Any litigation involving this Agreement, or dispute among the Parties, shall be conducted in Montgomery County, Texas.

 

       3.5 All notices given hereunder shall be in writing and shall be sent to the parties hereto at the addresses set forth above or to such other address as a Party may provide.

 

       3.6 If any term of this Agreement or the application thereof shall be deemed invalid or unenforceable, the remainder of this Agreement shall be unaffected thereby and each remaining term of this Agreement shall be valid and enforced to the fullest extent permitted by law.

 

       3.7 This Agreement contains all the representations and agreements between the parties relating to the Confidential Information and any representation, promise, or condition concerning the same that is not contained herein or in a superseding written agreement referring to this Agreement shall not be binding on either party hereto.

 

       3.8 This Agreement may be executed in counterparts, each of which shall be deemed to be an original and both together shall be deemed to be one and he same Agreement.

 

IN WITNESS WHEREOF, the Parties hereto have caused this Agreement to be executed as of the Effective Date by their respective officers thereunto duly authorized.

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Acuerdo de confidencialidad

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