This Unilateral Nondisclosure Agreement (Agreement) is entered into effective _______________ (the Effective Date) between: Labs2Go, a (company) with its main office at 1201 N. Watson Road Arlington, Texas 76006, and ____________________________ (Independent Contractor, OR IC).
Labs2Go and __________________________, Independent Contractor, are referred to each as a Party and collectively as the Parties.
Labs2Go and ________________________, Independent Contractor wish to enter into certain business discussions. These discussions may require Company to receive Confidential and HIPPA Information. The Parties enter into this Agreement to protect that Confidential and HIPPA Information.
Confidential Documentation means a document or other item that contains Confidential Information. Confidential Information means any nonpublic information of or about patients or clients that
(a) is marked “confidential” or “proprietary” when disclosed in written or other visible form, or is identified as confidential or proprietary at the time of oral disclosure, and
(b) is received by Independent Contractor.
3.1 Independent Contractor will maintain Confidential Information and uphold all HIPPA information in confidence by taking such measures as it takes to protect its own Confidential Information of like kind, and in any event a reasonable level of care. Independent Contractor will not disclose Confidential or HIPPA Information to any third party without express written authorization from Labs2Go, except that Independent Contractor may disclose Confidential and HIPPA Information
(a) to employees having a need to know the Confidential and HIPPA Information and
(b) to contractors that have agreed in writing to the obligations of Labs2Go under this Agreement.
3.2 Independent Contractor will use Confidential or HIPPA Information solely to further Independent Contractor's business relationship with Labs2Go.
3.3 Independent Contractor will return Confidential and HIPPA Information and Confidential Documentation, and all copies thereof in Independent Contractor’s possession, to Labs2Go upon demand.
3.4 The obligations set forth in Sections 3.1 through 3.3 will not apply if, but only to the extent that, Confidential or HIPPA Information is
(a) already in Independent Contractor’s possession without obligation of confidentiality,
(b) obtained from a third party without obligation of confidentiality,
(c) independently developed by Independent Contractor, or
(d) required to be disclosed by applicable law or governmental order, in which case Independent Contractor will, as promptly as possible and before making the disclosure, notify Labs2Go of its intention to make the disclosure.
The obligations set forth in Sections 3.1 through 3.3 will expire with respect to each item of Confidential and HIPPA Information and Confidential Documentation five years after the applicable Confidential Information is disclosed.
3.5 Nothing in this Agreement grants Company any license or right to Labs2Go’s Patients, Health Care Providers, business partners and contacts, patents, copyrights, trademarks or other intellectual property.
4.1 LABS2GO AND ITS HEALTH CARE PROVIDERS PROVIDES ALL CONFIDENTIAL AND HIPPA INFORMATION AND CONFIDENTIAL DOCUMENTATION AS IS, WITHOUT ANY WARRANTY OF ANY KIND. LABS2GO AND ITS HEALTH CARE PROVIDERS MAKES NO WARRANTIES, EXPRESS OR IMPLIED, INCLUDING WITHOUT LIMITATION ANY IMPLIED WARRANTY OF MERCHANTABILITY OR FITNESS FOR A PARTICULAR PURPOSE.
4.2 Nothing in this Agreement
(a) allows the right of a Party to develop, procure or market products or services which may be competitive with those offered by the other Party and there is no unauthorized use of Confidential or HIPPA Information by Independent Contractor,
(b) allows a Party to obtain any products or services from the other Party,
(c) allows a Party to enter into similar agreements with other companies or individuals associated with Labs2Go, or
(d) obligates Labs2go to disclose any information to Independent Contractor.
4.3 This Agreement does not create any agency or partnership relationship.
4.4 This Agreement will be interpreted in accordance with and governed by the laws of the State of Texas, excluding its conflict of laws provisions. The Parties consent to the exclusive jurisdiction of state and federal courts in the City and County of Arlington, Texas and expressly waive any objection or defense based upon lack of personal jurisdiction or venue in connection with any dispute arising out of or relating to this Agreement or its breach.
4.5 This Agreement contains the entire understanding between the Parties regarding its subject matter. Any additions or modifications to this Agreement must be made in writing and must be signed by an authorized representative of each Party.
4.6 A waiver of any provision of this Agreement must be in writing and must be signed by an authorized representative the Party waiving that provision. Any waiver of or failure to enforce any provision will not preclude either Party from enforcing that or any other provision of this Agreement thereafter.
4.7 The Parties acknowledge that a breach of this Agreement may give rise to irreparable injury for which damages are not adequate compensation. Accordingly, Labs2Go may seek, without obligation to post any bond, injunctive relief against a breach or threatened breach of this Agreement by Independent Contractor in addition to any other remedies that Labs2Go may have.
4.8 If a suit, action, or other proceeding is instituted in connection with any controversy arising out of or related to this Agreement, the prevailing party will be entitled to an award of reasonable attorneys’ fees and costs.
4.8a Independent Contractor agrees that he/she will not pursue any court action against Labs2Go. Independent Contractor will engage in arbitration to settle any and all disputes between Labs2Go and Independent Contractor for final resolution without court action. Any costs incurred by requests for mediation shall be at the expense of the initiating party.
4.9 If a court or other tribunal of competent jurisdiction holds that any of the provisions of this Agreement are illegal, invalid, or unenforceable, those provisions will be limited or eliminated to the minimum extent necessary so that this Agreement will otherwise remain in full force and effect.
4.10 The Parties may execute this Agreement in one or more original or facsimile counterparts, each of which will be deemed an original, but all of which together will constitute a single agreement. The Parties have read this Agreement, understand it, and agree to it. By signing below, each individual warrants that he or she has full power and authority to bind his or her Party to this Agreement.
Labs2Go Independent Contractor