QB17593931.1NONDISCLOSURE AND NON-U

QB17593931.1
NONDISCLOSURE AND NON-USE AGREEMENT
This Nondisclosure and Non-Use Agreement (“Agreement”) is made and entered into as of the _____ day of
_____________ 20__, by ____________________________________________ and any related employee, partner,
affiliate, and agent under the direction thereof (collectively, “Recipient”) in favor of SottoPelle, Inc. and its parents,
affiliates, principals, and related entities (collectively, the “Company” or “Us”).
WHEREAS, Company and Recipient wish to discuss and evaluate a proposed business opportunity of mutual
interest between Company and Recipient (the “Purpose”).
WHEREAS, Recipient is exploring a potential business and/or professional association with SottoPelle, whether
through employment, consultation, independent contract, partnership, joint venture, lender, strategic alliance and/or
another form of professional relationship or alliance, whether in connection with the Purpose or other business
purposes.
WHEREAS, in connection with the Purpose, Company may disclose to Recipient certain confidential financial and
technical business and other information that Company desires Recipient to treat as confidential.
WHEREAS, in connection with the exploration of such professional association, Recipient has requested and will
otherwise be provided, directly or indirectly, either orally, in writing, or by inspection or observation, certain
Confidential Information, as defined below.
WHEREAS, Company desires to be protected from divulgence of such confidential technical business and other
information, and from Recipient’s use of such confidential technical, business and other information to compete
with Company.
NOW, THEREFORE, in consideration of the mutual promises contained herein, the parties agree as follows:
1. “Confidential Information” means any information disclosed by Company to Recipient, either directly or
indirectly in writing, orally, or by Recipient’s inspection or observation of tangible objects and things
(including without limitation, documents, prototypes, formulas, formula inputs, trade secrets, dosage
calculations, proprietary dosage systems, samples, plant and equipment, and processes) and intangibles.
Confidential Information includes without limitation, data, text, audio and visual media, logos, copy and
information gleaned by Recipient through discussions with Company about Company proprietary
information, including by not limited to: (a) copies of forms created by the Company in connection with
their respective business and practice, including but not limited to, Company and operating agreements,
corporate documents and bylaws, billing forms, patient information forms, HIPAA forms and HIPAA
related documents; (b) patient check-in forms and charts; (c) any information, process or technology
relating to patent, copyright, trademark and trade-name applications or any continuations, continuations in
part, divisions or reissues thereof either existing, pending or intended for future registration; (d)
information concerning Company plans, projections and future investments, future office locations,
marketing and advertising strategies; (e) any written or oral hormone replacement therapy formula or
modality constituting a proprietary technology utilized by Company; (f) any and all computer programs,
software programs, system documentation, and materials utilized by Company in the operation of their
business; (g) any and all marketing material, advertising material, employee handbooks and manuals,
training handbooks and manuals, training videos, operation handbook and manual, infomercials,
commercials, CD-ROM’s, web videos, in physical format, web-based format or otherwise in connection
with the Company’s business through its promotion, general information, solicitation and education; (h)
names and identities of parties introduced by Company; and (i) any financial information. Confidential
Information also includes information disclosed to Company by third parties, and thereafter disclosed to
Recipient by Company. Without limiting the specificity of the foregoing, “Confidential Information”
further includes any and all information and any idea in whatever form, tangible or intangible, pertaining in
any manner to the business of the Company, broadly defined as information that has or could have
commercial value or other utility in the business in which the Company is engaged in or contemplates
engaging, and all information of which the unauthorized disclosure could be detrimental to the interests of
the Company regardless of whether or not such information is deemed confidential and proprietary by the QB17593931.1 2
Company. Confidential Information does not include any information that Recipient can establish: (i) was
publicly known and generally available in the public domain prior to the time of disclosure to Recipient by
Company; (ii) became publicly known or generally available in the public domain after disclosure to
Recipient by Company through no action or inaction of Recipient; or (iii) is in the possession of Recipient
without confidentiality restrictions at the time of disclosure by Company as shown by Recipient’s records
in existence at the time of disclosure.
2. Non-use and Nondisclosure. Recipient shall not use any Confidential Information for any purpose other
than the Purpose. Recipient shall not disclose Confidential Information to any third party unless authorized
in advance in writing by Company. Recipient shall disclose Confidential Information to its employees or
contractors only on a “need to know” basis, and only in those cases that: (i) such disclosure is necessary
and required in furtherance of the Purpose; and (ii) the employee or employees to whom Confidential
Information is disclosed previously have signed non-use and nondisclosure agreements at least as
protective of Confidential Information as the provisions hereof. Recipient shall not, nor shall Recipient
permit others to reverse engineer, disassemble or decompile any formulas, prototypes, software or other
tangible objects or things that contain, constitute, embody or reflecting Confidential Information and that
are provided to Recipients hereunder.
3. Maintenance of Confidentiality. Recipient shall take all reasonable measure to protect the secrecy of and
to avoid the disclosure and unauthorized use of Confidential Information. Without limiting the foregoing,
Recipient shall take at least those measures that it takes to protect its own most confidential information.
Recipient shall not make copies of Confidential Information without prior written approval of Company.
Recipient shall reproduce Company’s proprietary rights notices on any copies of Confidential Information
as such notices were set forth in or on the original Confidential Information. Recipient shall immediately
notify Company in the event of any unauthorized use or disclosure of Confidential Information.
4. Subpoena; Court Order. If Recipient is requested, under the terms of a subpoena or order or other
compulsory instrument issued by or under the authority of a court of competent jurisdiction or by a
governmental agency, to disclose (a) all or any part of the Confidential Information, (b) the fact that the
Confidential Information has been made available to Recipient, (c) that discussions or negotiations between
Recipient and the Company are taking place, or (d) any of the terms, conditions, or other facts with respect
to any possible transaction resulting from such discussions or negotiations, it is agreed that Recipient will:
(i) provide the Company with prompt written notice of the existence, terms, and circumstances surrounding
such request or requirement, (ii) consult with the Company on the advisability of taking steps to resist or
narrow that request, (iii) if disclosure of Confidential Information is required, furnish only such portion of
the Confidential Information as the Recipient is advised by Recipient’s counsel is legally required to be
disclosed, and (iv) cooperate with the Company, at the request of the Company and at the Company’s
expense, in its efforts to obtain an order excusing the Confidential Information from disclosure, or 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.
5. Non-Competition. For purposes of this Section 5, all references to Company shall be deemed to include
Company’s affiliates, subsidiaries, principals and related entities. During the parties’ discussions and for a
period of twenty-four (24) months after termination of the parties’ discussions, Recipient hereby covenants
with Company that during the term of this Agreement and for a period of twenty-four (24) months after
termination of the parties’ discussions, the Recipient shall not, directly or indirectly for its, his, or her own
account, or as a partner, member, employee, advisor, or agent of any partnership or joint venture, or as a
trustee, officer, director, shareholder, employee, advisor, or agent of any corporation, trust or other business
organization or entity, own, manage, join, participate in, advise, permit its, his or her name to be used in
connection with or be concerned in any way in the ownership, management, operation, or control of, or be
connected in any manner with any business which is in competition with or competitive with Company or
its affiliates.
6. Nonsolicitation. During the parties’ discussions and for a period of forty-eight (48) months after
termination of the parties discussions, Recipient shall not, directly or indirectly, (a) solicit, encourage, or
take any other action which is intended to induce any employee of the Company to terminate his or her QB17593931.1 3
employment with the Company, (b) solicit or interfere in any manner with the contrac