CONFIDENTIALITY, NON-DISCLOSURE, AND NON-CIRCUMVENTION AGREEMENT

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This Confidentiality, Non-Disclosure, and Non-Circumvention Agreement (the “Agreement”) is made and entered into as of the date last signed below (the “Effective Date”) by and between Biocellular Medical Investments (and all parties associated with Biocellular Medical Investments) (“Discloser”) and You (“Recipient”). Discloser and Recipient may each be referred to as a “Party” and collectively as the “Parties.”

1. Purpose
    

The purpose of this Agreement (the “Purpose”) is to enable the Parties to engage in confidential discussions and evaluations concerning proprietary compounds, which may include supplements, vitamins, nutraceuticals, “Mediceuticals,” or FDA-approved pharmaceuticals (collectively, the “Compounds”). Such discussions may involve technical information, research, formulations, manufacturing processes, business strategies, or other confidential materials. The Parties desire to protect the confidentiality of all non-public information disclosed in the course of these discussions. Notwithstanding any other provision of this Agreement, Recipient is permitted to disclose the absolute minimum amount of Confidential Information strictly necessary to a potential investor or partner within Recipient’s network for the sole purpose of arranging an introductory meeting regarding a possible investment opportunity in the Compounds. Recipient must first notify Discloser via email of the name(s) of the individual(s) Recipient intends to approach. Recipient shall not disclose any other Confidential Information to such individual(s) without Discloser’s prior written consent.

1. Definition of Confidential Information
    

“Confidential Information” means all non-public, proprietary, or confidential information related to the Compounds that is disclosed, directly or indirectly, by Discloser to Recipient or any of Recipient’s Representatives in any form, whether oral, written, electronic, or otherwise. This includes, without limitation: formulations, ingredients, manufacturing processes and methodologies; research data, testing protocols, clinical trial information or results; business strategies, marketing plans, financial data, customer or supplier lists, and regulatory submissions; any third-party information that Discloser is obligated to keep confidential; and any other information clearly marked or identified as confidential or which, under the circumstances, should reasonably be understood to be confidential. Confidential Information does not include information that: (i) is or becomes generally available to the public other than by Recipient’s breach of this Agreement; (ii) is obtained by Recipient on a non-confidential basis from a third party who was not legally or contractually restricted from disclosing such information; (iii) Recipient can demonstrate was already in its possession before disclosure under this Agreement and was not obtained from Discloser; or (iv) is independently developed by Recipient without use of or reference to Discloser’s Confidential Information.

 

1. Non-Disclosure and Use of Confidential Information
    

Recipient shall: (i) maintain all Confidential Information in strict confidence and not disclose it to any third party without Discloser’s prior written consent (subject to the carveout in Section 1); (ii) use the Confidential Information solely for the Purpose and for no other purpose; and (iii) restrict access to the Confidential Information to those of its directors, officers, employees, contractors, or advisors (collectively, “Representatives”) who need such access to accomplish the Purpose, provided that each such Representative is bound by confidentiality obligations no less restrictive than those contained in this Agreement. Recipient shall promptly notify Discloser (and in no event later than three business days) of any suspected or actual unauthorized use or disclosure of Confidential Information. Recipient shall cooperate with Discloser in any reasonable remedial action requested by Discloser to prevent further unauthorized use or disclosure.
If Recipient or its Representatives are required by law, regulation, or valid court order to disclose any Confidential Information, Recipient shall promptly notify Discloser before such disclosure (unless prohibited by law) so that Discloser may seek an appropriate protective order or other remedy. If Recipient remains legally compelled to disclose any Confidential Information, it shall disclose only that portion of the Confidential Information which, in the written opinion of Recipient’s legal counsel, it is legally required to disclose, and shall use reasonable efforts to ensure that such Confidential Information is treated confidentially.

1. Non-Circumvention
    

Recipient shall not, directly, or indirectly, use or disclose the Confidential Information in any manner that would circumvent Discloser’s interests or otherwise deprive Discloser of the benefits of any business, commercial, or investment opportunities arising from the Confidential Information. Recipient shall not, without the prior written consent of Discloser, solicit or enter into any business transaction or relationship with any party introduced or identified through the Confidential Information if doing so would circumvent Discloser’s ability to benefit from that transaction or relationship. The limited disclosure carveout in Section 1 does not authorize Recipient to finalize any transaction with an introduced or identified party without Discloser’s written approval; it merely permits an introductory conversation regarding a potential investment, strictly under the conditions stated therein.

1. No Obligation; No Representations
    

Discloser is not obligated under this Agreement to disclose any particular Confidential Information or to negotiate or enter into any further agreement or business relationship with Recipient. Discloser makes no representation or warranty, express or implied, regarding the completeness, accuracy, or fitness for a particular purpose of the Confidential Information and shall not be liable for any damages arising out of the use of or reliance on the Confidential Information by Recipient.

 

1. Term and Termination
    

(a). This Agreement shall commence on the Effective Date and remain in effect for three years thereafter, unless otherwise terminated by written agreement of the Parties.
 

(b). Upon the written request of Discloser or upon termination or expiration of this Agreement, whichever occurs first, Recipient shall promptly return or destroy all Confidential Information, including all copies, extracts, and derivative works, and shall certify in writing that such Confidential Information has been returned or destroyed.
 

(c). Notwithstanding the return or destruction of the Confidential Information, Recipient’s obligations under this Agreement (with respect to confidentiality, use restrictions, and non-circumvention) shall survive for the duration of this Agreement’s term or for so long as the Confidential Information remains non-public and proprietary, whichever is later.

 

1. Remedies
    

(a). Recipient acknowledges that any breach of this Agreement may cause irreparable harm to Discloser for which monetary damages would be inadequate. Discloser may seek injunctive relief, in addition to any other rights or remedies available at law or in equity, to restrain any actual or threatened breach of this Agreement. Recipient waives any requirement that Discloser post a bond or other security in seeking injunctive relief.

 

1. Governing Law and Venue
    

(a). This Agreement shall be governed by and construed in accordance with the laws of the State of Texas, without regard to its conflict of laws principles.
 

(b). Any action or proceeding arising out of or relating to this Agreement shall be brought in the state or federal courts located in Harris County, Texas, and each Party hereby irrevocably submits to the exclusive jurisdiction of such courts.

 

1. Miscellaneous
    

(a). This Agreement constitutes the entire agreement between the Parties concerning the subject matter hereof and supersedes all prior or contemporaneous oral or written communications, proposals, and representations. No amendment or modification to this Agreement shall be effective unless in writing and signed by both Parties.
 

(b). Nothing in this Agreement is intended to grant any license or other right under any patent, trademark, copyright, trade secret, or other intellectual property right of Discloser, nor shall this Agreement create any agency, partnership, or joint venture.
 

(c). If any provision of this Agreement is found to be invalid or unenforceable by a court of competent jurisdiction, the remainder of this Agreement shall remain in full force and effect, and the affected provision shall be modified only to the extent necessary to make it enforceable.
 

(d). Neither Party may assign or transfer this Agreement or any rights or obligations under it, in whole or in part, without the prior written consent of the other Party. Any attempt to assign without such consent shall be null and void.
 

(e). No waiver of any term or condition of this Agreement shall be valid unless made in writing and signed by the Party against whom enforcement is sought. The failure of any Party to enforce any of its rights under this Agreement shall not be deemed a waiver of such rights.