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 I. PURPOSE
This Confidentiality Agreement, herein after referred to as “This Agreement” is made between two parties, the party who owns the confidential information and materials, MEDEX Enterprises, Inc., herein after referred to as “The Corporation”, and the party to whom the confidential information and materials will be disclosed, herein after referred to as “Participant”.
This Agreement is made effective as of the date that it is agreed to and submitted electronically to The Corporation.
The Corporation is engaged in the conduction of medical education via a National Board Examination Preparation and Review Course, herein after referred to as “The Course”, which is offered over the internet at a secure website. The Participant is engaged in the study of medicine and preparation for taking the Physician Assistant National Certification Examination (PANCE) offered by the National Commission on the Certification of Physician Assistants (N.C.C.P.A.). After the execution of This Agreement, The Corporation grants the Participant temporary, limited access to, and use of, the confidential information presented in The Course via an interactive website over the internet.
The Corporation has requested and requires that the Participant protect the confidential information and material contained in The Course and disclosed by The Corporation to the Participant for their individual use. Therefore, the parties agree as follows:
II. CONFIDENTIAL INFORMATION.
The term “Confidential Information” means any and all information or material which is proprietary to The Corporation, whether or not owned or developed by The Corporation, which is not generally known other than by The Corporation, and which the Participant may obtain through any direct or indirect contact with The Corporation.
Confidential Information includes but in not limited to:
- business records and plans
- customer lists and records
- trade secrets
- technical information
- products and forms
- product design information
- medical information lists and recommendations
- quiz and examination content
- and any other proprietary information.
III. PROTECTION OF CONFIDENTIAL INFORMATION.
The Participant understands and acknowledges that the “Confidential Information” has been developed or obtained by The Corporation by the investment of significant time, effort, and expense, and that the Confidential Information is a valuable, special and unique asset of The Corporation with a significant competitive advantage, and needs to be protected from improper disclosure. In consideration for the Confidential Information, the Participant agrees to hold in the prior written consent of The Corporation.
In addition, the Participant agrees that:
A. No Copying, Printing, Saving, of Modifying
The Participant will not copy, print, reproduce, download or save to a personal computer, or modify any Confidential Information without the prior written consent of The Corporation.
B. No Sharing With Other Individuals, Institutions, or Entities
Further, the Participant shall not disclose any Confidential Information to any other individual, group, employee, supervisor, faculty member, educational institution, organization, business, or corporation. This Agreement is in fact a non-disclosure agreement between The Corporation and the Participant for the individual use of the Confidential Information presented in The Course.
C. Unauthorized Disclosure
If it appears that the Participant has disclosed, attempted to disclose, print, or save, or threatened to disclose any of the Confidential Information presented in The Course in violation of This Agreement, The Corporation shall be entitled to an injunction to restrain the Participant from disclosing, in whole or in part, the Confidential Information. At the discretion of The Corporation, the Participant may be barred from further involvement and continuation in The Course and forfeiture of all funds paid to The Corporation. Additionally, nothing is this provision shall prohibit The Corporation from pursuing other remedies, including a claim for losses and damages.
IV. LIMITED LICENSE TO USE
The Participant shall not acquire any intellectual property rights under This Agreement except for the limited right to use the Confidential Information as part of the matriculation through The Course as set out above. The Participant acknowledges that all of the Confidential Information presented in The Course, all related copyrights, and all other intellectual property rights belong solely to The Corporation. Any comments, suggestions, or ideas for improvement of The Course made by the Participant that are incorporated into the Confidential Information, website design, or virtual classroom programming shall become the property of The Corporation without the requirement of any compensation paid to the Participant.
V. GENERAL PROVISIONS
This Agreement sets forth the entire understanding of the parties regarding confidentiality. Any amendments to This Agreement must be in writing and signed by both parties. This Agreement shall be construed under the laws of the State of Nevada. This Agreement shall not be assignable by either party. The confidentiality provisions shall remain in full force and effect after the effective date of This Agreement.
I AGREE |
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