EasyRx LLC 

NON-DISCLOSURE AGREEMENT AND API USE AGREEMENT

This Non-Disclosure Agreement and API Agreement (“Agreement”) is effective between the EasyRx API User and EasyRx, LLC to assure the protection and preservation of the confidential and/or proprietary nature of information to be disclosed or made available by the disclosing party to the receiving party.  The EasyRx API User and EasyRx, LLC hereinafter may be individually referred to as “Party” or collectively as Parties.”  

In reliance upon and in consideration of the following undertakings, the parties agree as follows:

1.  The Parties will not use or disclose any business and/or technical information of the other designated orally or in writing as “Confidential” or “Proprietary” (or in like words) except with prior written consent and then only to the extent specified in such consent.  Such Confidential and Proprietary information may be disseminated within the Parties’ own organization only to the extent reasonably required for purposes hereof.    

2.  Subject to the limitations set forth in Paragraph 3, all information disclosed by either Party to the other Party shall be deemed to be Confidential or Proprietary including, without limitation, any information regarding business plans, trade secrets, patents, processes, techniques, engineering, manufacturing, marketing, servicing, financing, client or prospect information, or personnel matter, and whether in oral, written, graphic or electronic form.

3.  Confidential and Proprietary Information shall not include information that (a) is readily available to the public through no act or failure to act on the part of the receiving party; (b) is hereafter furnished to the receiving party by a third party, as a matter of right and without restriction on disclosure; (c) is the subject of a prior written permission to disclose provided by disclosing party; (d) is known by the receiving party at the time of receiving such information; (e) is disclosed under operation of law; or (f) is disclosed by the receiving party with disclosing party’s prior written approval.

4.  The receiving party agrees that at all times during the term of this Agreement and thereafter that it will take all reasonable steps necessary to hold all Confidential and Proprietary Information in trust and confidence and shall not disclose any Confidential or Proprietary information to any third party.

5.  The receiving party recognizes and agrees that nothing in this Agreement shall be construed as granting any rights by license or otherwise to any Confidential or Proprietary information disclosed pursuant to this Agreement, or to any inventions or patents, trade secrets, copyrights, trademarks or other intellectual property right that has issued or that may issue, based on such Confidential or Proprietary Information.  All Confidential or Proprietary Information (including all copies thereof) shall at all times remain the property of the disclosing party and shall be returned to the disclosing party after the receiving party’s need for it has expired, or upon request of the disclosing party, and in any event, upon completion or termination of this Agreement.  Confidential and Proprietary Information shall not be reproduced in any form except as reasonably required to accomplish the intent of this Agreement.

6.  This Agreement shall continue in full force and effect for so long as the Parties continue to exchange Confidential or Proprietary Information.  This Agreement may be terminated by either Party at any time upon thirty (30) days written notice to the other Party.  The Parties’ obligations under this Agreement shall survive termination.

7.  This Agreement shall be governed by and construed in accordance with the laws of the State of Georgia without reference to conflict of laws principles.  The Parties hereby consent to the personal jurisdiction and venue of the state and Federal Courts located in Fulton County, GA.  Specifically, the Parties hereby agrees that the non-breaching Party shall be entitled to specific performance of the breaching Party’s obligations under this Agreement, as well as such further relief as may be granted by a court of competent jurisdiction.

THE PARTIES ACKNOWLEDGE THAT THEY HAVE READ THIS AGREEMENT, UNDERSTAND IT AND AGREE TO BE BOUND BY ITS TERMS, AND THE PERSON SIGNING ON BEHALF OF EACH HAS AUTHORITY TO DO SO.