In order to protect certain confidential information, Aspen Integrative Medicine and Aspen Stem Cell Institute, LLC ("ASCI", dba TBI Therapy) and the "Participant" identified above, agree that:
- Confidential Information: Technology, technique, and protocols respecting treatment of traumatic brain injury and associated conditions including intranasal delivery and TBI Therapy patented protocols.
- Use of Confidential Information: The party receiving confidential information ("Participant") shall make use of the confidential information provided by the Disclosing Party, only by agreed upon use, and as outlined in the Licensing Contract.
- Standard of Care: The Participant shall protect the disclosed confidential information by using the same degree of care, but no less than a reasonable degree of care, to prevent the unauthorized use, dissemination, or publication of the confidential information as Participant uses to protect its own confidential information of a like nature.
- Marking: Participant's obligations shall only extend to confidential information that: (a) comprises specific materials individually listed under Confidential Information (1) in Licensing Contract; or, (b) is marked as confidential at the time of disclosure; or, (c) is unmarked (e.g., orally disclosed) but treated as confidential at the time of disclosure, and is designated as confidential in a written memorandum sent to Participant's primary representative within thirty days of disclosure, summarizing the confidential information sufficiently for identification.
- Exclusions: This Agreement imposes no obligation upon Participant with respect to information that: (a) was in Participant's possession before receipt from Discloser; (b) is or becomes a matter of public knowledge through no fault of Participant; (c) is rightfully received by Participant from a third party without a duty of confidentiality; (d) is disclosed by Discloser to a third party without a duty of confidentiality on the third party; (e) is independently developed by Participant; (f) is disclosed under operation of law; or (g) is disclosed by Participant with Discloser's prior written approval.
- Warranty: Discloser warrants that it has the right to make the disclosures under this Agreement. NO OTHER WARRANTIES ARE MADE BY EITHER PARTY UNDER THIS AGREEMENT. ANY INFORMATION EXCHANGED UNDER THIS AGREEMENT IS PROVIDED "AS IS."
- Rights: Neither party acquires any intellectual property rights under this Agreement except the limited rights necessary to carry out the purposes set forth in the Licensing Contract. This Agreement shall not restrict reassignment of Participant's employees.
- This Agreement imposes no obligation on either party to purchase, sell, license, transfer, or otherwise dispose of any technology, services, or products. Any and all practitioners associated with Participant may only utilize Disclosure's proprietary protocols and procedures and devices in association and direction of Participant.
- Both parties shall adhere to all applicable laws, regulations, and rules relating to the export of technical data, and shall not export or reexport any technical data, any products received from Discloser, or the direct product of such technical data to any proscribed country listed in such applicable laws, regulations, and rules unless properly authorized.
- This Agreement does not create any agency or partnership relationship.
- All additions or modifications to this Agreement must be made in writing and must be signed by both parties.
- This Agreement is made under, and shall be construed according to, the laws of the State of Colorado, U.S.A.
Confidentiality Period: This Agreement and Participant's duty to hold confidential information in confidence expire 100 years after today's signature date. (Note: This is the period of protection of confidential information.)