Confidential Preview

MUTUAL UNDERSTANDING / ONE-WAY NON-DISCLOSURE AGREEMENT This Non-Disclosure Agreement ("Agreement") is made and entered into as of the date of electronic acceptance set forth below (the "Effective Date") by and between AVAMN LLC, a New York limited liability company with its principal place of business in the State of New York ("Disclosing Party"), and the individual and dental practice identified in the access form below ("Receiving Party"). The Disclosing Party and Receiving Party are referred to collectively as the "Parties" and individually as a "Party." WHEREAS, the Disclosing Party possesses certain confidential and proprietary information relating to a software product and platform that is currently in development; and WHEREAS, the Receiving Party wishes to access a private demonstration of that product solely for the purpose of evaluating it for potential use in the Receiving Party's own dental practice (the "Purpose"); NOW, THEREFORE, in consideration of the disclosure of such information and the mutual covenants set forth herein, and for other good and valuable consideration, the receipt and sufficiency of which are hereby acknowledged, the Parties agree as follows: 1. DEFINITION OF CONFIDENTIAL INFORMATION. "Confidential Information" means any and all non-public information disclosed or made available by the Disclosing Party to the Receiving Party through the private preview, in any form or medium, whether or not marked, designated, or otherwise identified as "confidential," including without limitation: the software demonstration and its functionality; product designs, user interfaces, screen layouts, and screenshots; workflows, features, and methods of operation; source code, architecture, and technical specifications; business plans, strategies, roadmaps, and pricing; the existence and contents of this preview; and any notes, analyses, or materials derived from the foregoing. 2. OBLIGATIONS OF THE RECEIVING PARTY. The Receiving Party shall: (a) hold the Confidential Information in strict confidence and protect it with at least the same degree of care it uses to protect its own confidential information, and in no event less than a reasonable degree of care; (b) not disclose, publish, or disseminate the Confidential Information to any third party without the prior written consent of the Disclosing Party; (c) not copy, photograph, screenshot, screen-record, reproduce, or transmit the Confidential Information except as strictly necessary for the Purpose; (d) not reverse-engineer, decompile, disassemble, or otherwise attempt to derive the source code, structure, or underlying methods of the demonstrated software; and (e) use the Confidential Information solely and exclusively for the Purpose and for no other purpose, including no competitive, commercial, or development purpose. 3. EXCLUSIONS FROM CONFIDENTIAL INFORMATION. The obligations in this Agreement shall not apply to information that the Receiving Party can demonstrate by competent written evidence: (a) was rightfully in its possession without obligation of confidentiality prior to disclosure by the Disclosing Party; (b) is or becomes publicly available through no act or omission of the Receiving Party; (c) is rightfully received from a third party without restriction and without breach of any obligation of confidentiality; or (d) is independently developed by the Receiving Party without use of or reference to the Confidential Information. 4. COMPELLED DISCLOSURE. If the Receiving Party is required by law, subpoena, or court order to disclose any Confidential Information, it shall, to the extent legally permitted, provide the Disclosing Party with prompt written notice prior to disclosure so that the Disclosing Party may seek a protective order or other appropriate remedy, and shall disclose only that portion of the Confidential Information that it is legally compelled to disclose. 5. NO LICENSE OR OWNERSHIP. All Confidential Information remains the sole and exclusive property of the Disclosing Party. Nothing in this Agreement shall be construed as granting the Receiving Party any license, right, title, or interest in or to the Confidential Information or any patent, copyright, trademark, trade secret, or other intellectual property of the Disclosing Party, whether by implication, estoppel, or otherwise. 6. NO WARRANTY. All Confidential Information is provided "as is." The Disclosing Party makes no representations or warranties, express or implied, as to the accuracy, completeness, or performance of any Confidential Information or the demonstrated product, which is in active development and subject to change. 7. TERM. This Agreement shall commence on the Effective Date and the confidentiality obligations set forth herein shall remain in effect for a period of three (3) years from the Effective Date; provided, however, that with respect to any Confidential Information that constitutes a trade secret under applicable law, the obligations shall continue for as long as such information remains a trade secret. 8. RETURN OR DESTRUCTION. Upon the written request of the Disclosing Party, the Receiving Party shall promptly cease all use of the Confidential Information and return or destroy (and certify the destruction of) all materials containing or derived from the Confidential Information then in its possession or control. 9. REMEDIES. The Receiving Party acknowledges that any breach or threatened breach of this Agreement may cause the Disclosing Party irreparable harm for which monetary damages would be an inadequate remedy. Accordingly, in addition to any other remedies available at law or in equity, the Disclosing Party shall be entitled to seek injunctive relief and specific performance without the necessity of posting a bond. 10. GOVERNING LAW AND VENUE. This Agreement shall be governed by and construed in accordance with the laws of the State of New York, without regard to its conflict-of-laws principles. The Parties irrevocably consent to the exclusive jurisdiction and venue of the state and federal courts located in the State of New York for the resolution of any dispute arising out of or relating to this Agreement. 11. ENTIRE AGREEMENT; SEVERABILITY; WAIVER. This Agreement constitutes the entire agreement between the Parties with respect to its subject matter and supersedes all prior or contemporaneous understandings, whether written or oral. If any provision is held to be invalid or unenforceable, the remaining provisions shall continue in full force and effect, and the invalid provision shall be modified to the minimum extent necessary to make it enforceable. No waiver of any provision shall be effective unless in writing, and no waiver shall constitute a continuing waiver. 12. ELECTRONIC ACCEPTANCE. The Receiving Party agrees that checking the acceptance box and entering the name, email, and practice in the access form constitutes a valid electronic signature and manifests the Receiving Party's intent to be legally bound by this Agreement to the same extent as a handwritten signature. The date and time of acceptance shall be recorded as the Effective Date. BY CHECKING THE ACCEPTANCE BOX AND ENTERING THE PREVIEW, THE RECEIVING PARTY ACKNOWLEDGES THAT IT HAS READ, UNDERSTOOD, AND AGREES TO BE BOUND BY THE TERMS OF THIS AGREEMENT.